Common use of Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters Clause in Contracts

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. Each Basic Document may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by, subject to Article VIII of the Trust Agreement regarding termination of the Trust Agreement, the Majority Secured Parties and the Lessee and/or the Construction Agent (to the extent the Lessee and/or the Construction Agent is a party to such Basic Document); except that to the extent no Default or Event of Default shall have occurred and be continuing, the Majority Secured Parties shall not amend, supplement, waive or modify any provision of any Basic Document in such a manner as to adversely affect the rights of the Lessee and/or the Construction Agent without the prior written consent (not to be unreasonably withheld or delayed) of the Lessee and/or the Construction Agent. Each Operative Agreement which is not a Basic Document may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by the parties thereto and (without the consent of any other Financing Party) the Agent. In addition, the Unanimous Vote Matters shall require the consent of each Lender and each Holder affected by such matter. Notwithstanding the foregoing, no such termination, amendment, supplement, waiver or modification shall, without the consent of the Agent and, to the extent affected thereby, each Lender and each Holder (collectively, the “Unanimous Vote Matters”) (i) reduce the Lender Commitments and/or the Holder Commitments except as otherwise provided in Section 2.5 of the Credit Agreement and Section 3.1(e) of the Trust Agreement, extend the scheduled date of maturity of any Note, extend the scheduled Expiration Date, extend any payment date of any Note or Certificate, reduce the stated rate of interest payable on any Note, reduce the stated Holder Yield payable on any Certificate (other than as a result of waiving the applicability of any post-default increase in interest rates or Holder Yields), modify the priority of any Lien in favor of the Agent under any Security Document, subordinate any obligation owed to such Lender or Holder, reduce any Lender Unused Fees or any Holder Unused Fees payable to such Lender or Holder (as the case may be) under this Participation Agreement, extend the scheduled date of payment of any Lender Unused Fees or any Holder Unused Fees payable to such Lender or Holder (as the case may be), fund any Advance referenced in Section 2.1 of the Agency Agreement in excess of the then current aggregate sum of the Available Commitments and the Available Holder Commitments, elect to decline the funding of any Transaction Expense with respect to Sections 7.1(a) or 7.1(b), elect to decline the funding of any indemnity payment by the Owner Trustee with respect to Section 11.8 or extend the expiration date of such Lender’s Commitment or the Holder Commitment of such Holder, or (ii) terminate, amend, supplement, waive or modify any provision of this Section 12.4 or reduce the percentages specified in the definitions of Majority Lenders, Majority Holders or Majority Secured Parties, or consent to the assignment or transfer by the Owner Trustee of any of its rights and obligations under any Credit Document or release a material portion of the Collateral (except in accordance with Section 8.8) or release the Lessee from its obligations under any Operative Agreement or otherwise alter any payment obligations of the Lessee to the Lessor or any Financing Party under the Operative Agreements, or (iii) terminate, amend, supplement, waive or modify any provision of Section 7 of the Credit Agreement (which shall also require the consent of the Agent), or (iv) eliminate the automatic option under Section 5.3(b) of the Agency Agreement requiring that the Construction Agent pay certain liquidated damages in exchange for the conveyance of a Property to the Construction Agent, or (v) permit the extension of the Construction Period beyond the date that is thirty (30) months from the Initial Closing Date. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the Lenders and the Holders and shall be binding upon all the parties to this Agreement. In the case of any waiver, each party to this Agreement shall be restored to its former position and rights under the Operative Agreements, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. The parties to this Agreement agree that any increase in the Lender Commitment of any Lender and/or any increase in the Holder Commitment of any Holder shall be a matter decided by the Majority Secured Parties (which must include the Lender whose Lender Commitment is so increased or the Holder whose Holder Commitment is so increased, as the case may be) and not as a Unanimous Vote Matter. If at a time when the conditions precedent set forth in the Operative Agreements to any Loan are, in the opinion of the Majority Lenders, satisfied, any Lender shall fail to fulfill its obligations to make such Loan (any such Lender, a “Defaulting Lender”) then, for so long as such failure shall continue, the Defaulting Lender shall (unless the Lessee and the Majority Lenders, determined as if the Defaulting Lender were not a “Lender”, shall otherwise consent in writing) be deemed for all purposes relating to terminations, amendments, supplements, waivers or modifications under the Operative Agreements to have no Loans, shall not be treated as a “Lender” when performing the computation of Majority Lenders or Majority Secured Parties, and shall have no rights under this Section 12.4; provided that any action taken pursuant to the second paragraph of this Section 12.4 shall not be effective as against the Defaulting Lender. If at a time when the conditions precedent set forth in the Operative Agreements to any Holder Advance are, in the opinion of the Majority Holders, satisfied, any Holder shall fail to fulfill its obligations to make such Holder Advance (any such Holder, a “Defaulting Holder”) then, for so long as such failure shall continue, the Defaulting Holder shall (unless the Lessee and the Majority Holders, determined as if the Defaulting Holder were not a “Holder”, shall otherwise consent in writing) be deemed for all purposes relating to terminations, amendments, supplements, waivers or modifications under the Operative Agreements to have no Holder Advances, shall not be treated as a “Holder” when performing the computation of Majority Holders or Majority Secured Parties, and shall have no rights under this Section 12.4; provided that any action taken pursuant to the second paragraph of this Section 12.4 shall not be effective as against the Defaulting Holder.

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. Each Basic Document may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by, subject to Article VIII of the Trust Agreement regarding termination of the Trust Agreement, by the Majority Secured Financing Parties and the Lessee and/or the Construction Agent each Credit Party (to the extent the Lessee and/or the Construction Agent such Credit Party is a party to such Basic Document); except that provided, to the extent no Default or Event of Default shall have occurred and be continuing, the Majority Secured Financing Parties shall not amend, supplement, waive or modify any provision of any Basic Document in such a manner as to adversely affect the rights of the Lessee and/or the Construction Agent without the prior written consent (not to be unreasonably withheld or delayed) of the Lessee; provided that it is understood and agreed that the Lessor and the Agent may terminate the Lease with respect to, and release, any Property or Excess Land purchased by the Lessee and/or pursuant to Section 20.1(a) or (c) of the Construction AgentLease without the consent of any other Financing Party. Each Operative Agreement which is not a Basic Document may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by the parties thereto and (without the consent of any other Financing Party) the Agent. In addition, (i) the Unanimous Vote Matters shall require the consent of each Lender and each Holder Financing Party affected by such matter, (ii) upon the occurrence of any event described in Section 20.1(d) of the Lease, upon the direction of the Majority Financing Parties, the Lessor shall terminate the Lease pursuant to such Section and (iii) the Majority Financing Parties shall determine the election to be made by the Lessor after receipt of a Remediation Plan pursuant to Section 3.4 of the Construction Agency Agreement. Notwithstanding the foregoing, no such termination, amendment, supplement, waiver or modification shall, without the consent of the Agent and, to the extent affected thereby, each Lender and each Holder Financing Party (collectively, the “Unanimous Vote Matters”) (i) reduce the Lender Commitments and/or the Holder Commitments except as otherwise provided in Section 2.5 amount of the Credit Agreement and Section 3.1(e) of the Trust Agreementany Note or Lessor Funding, extend the scheduled date of maturity of any Note, extend the scheduled Expiration Date, extend any payment date of any Note or CertificateLessor Funding or extend the term of the Lease pursuant to Section 21.1 thereof (unless such Financing Party’s outstanding Loans or Lessor Fundings, as the case may be, will be purchased in full on or prior to the date of such renewal), reduce the stated rate of interest payable on any Note, Note or reduce the stated Holder Yield payable on any Certificate the Lessor Fundings (other than as a result of waiving the applicability of any post-default increase in interest rates or Holder YieldsYield), increase the amount of any Financing Party’s Commitment, modify the priority of any Lien in favor of the Agent under any Security Document, or subordinate any obligation owed to such Lender or Holder, reduce any Lender Unused Fees or any Holder Unused Fees payable to such Lender or Holder (as the case may be) under this Participation Agreement, extend the scheduled date of payment of any Lender Unused Fees or any Holder Unused Fees payable to such Lender or Holder (as the case may be), fund any Advance referenced in Section 2.1 of the Agency Agreement in excess of the then current aggregate sum of the Available Commitments and the Available Holder Commitments, elect to decline the funding of any Transaction Expense with respect to Sections 7.1(a) or 7.1(b), elect to decline the funding of any indemnity payment by the Owner Trustee with respect to Section 11.8 or extend the expiration date of such Lender’s Commitment or the Holder Commitment of such HolderFinancing Party, or (ii) terminate, amend, supplement, waive or modify any provision of this Section 12.4 11.5 or reduce the percentages percentage specified in the definitions definition of Majority Lenders, Majority Holders or Majority Secured Financing Parties, or consent to the assignment or transfer by the Owner Trustee of any of its rights and obligations under any Credit Document or release a material portion of the Collateral (except in accordance with Section 8.87.3 of the Credit Agreement) or release the Lessor, the Lessee or any Alternative Lessee from its obligations under any Operative Agreement or otherwise alter any payment obligations of the Lessor, the Lessee or any Alternative Lessee to the Lessor or any other Financing Party under the Operative Agreements, or (iii) terminate, amend, supplement, waive or modify any provision of Section 7 of the Credit Agreement, or change any provision of the Credit Agreement (which shall also require in a manner that would alter the pro rata sharing of payments as set forth in Section 2.7 thereof without the written consent of the Agent), or (iv) eliminate the automatic option under Section 5.3(b) of the Agency Agreement requiring that the Construction Agent pay certain liquidated damages in exchange for the conveyance of a Property to the Construction Agent, or (v) permit the extension of the Construction Period beyond the date that is thirty (30) months from the Initial Closing Dateeach Financing Party affected thereby. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the Lenders and the Holders Financing Parties and shall be binding upon all the parties to this Agreement. In the case of any waiver, each party to this Agreement shall be restored to its former position and rights under the Operative Agreements, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. The parties to this Agreement agree that any increase in the Lender Commitment of any Lender and/or any increase in the Holder Commitment of any Holder shall be a matter decided by the Majority Secured Parties (which must include the Lender whose Lender Commitment is so increased or the Holder whose Holder Commitment is so increased, as the case may be) and not as a Unanimous Vote Matter. If at a time when the conditions precedent set forth in the Operative Agreements to any Loan are, in the opinion of the Majority LendersFinancing Parties, satisfied, any and a Lender shall fail to fulfill its obligations to make such Loan (any such Lender, a “Defaulting Lender”) then, for so long as such failure shall continue, the Defaulting Lender shall (unless the Lessee and the Majority LendersFinancing Parties, determined as if the Defaulting Lender were not a “Lender”, shall otherwise consent in writing) be deemed for all purposes relating to terminations, amendments, supplements, waivers or modifications under the Operative Agreements to have no Loans, shall not be treated as a “Lender” when performing the computation of Majority Lenders or Majority Secured Financing Parties, and shall have no rights under this Section 12.4; 11.5, provided that any action taken pursuant to the second paragraph of this Section 12.4 11.5 shall not be effective as against the any Defaulting Lender. If at a time when the conditions precedent set forth in the Operative Agreements to any Holder Advance are, in the opinion of the Majority Holders, satisfied, any Holder shall fail to fulfill its obligations to make Lender unless such Holder Advance (any such Holder, a “Defaulting Holder”) then, for so long as such failure shall continue, the Defaulting Holder shall (unless the Lessee and the Majority Holders, determined as if the Defaulting Holder were not a “Holder”, shall otherwise consent in writing) be deemed for all purposes relating to terminations, amendments, supplements, waivers or modifications under the Operative Agreements to have no Holder Advances, shall not be treated as a “Holder” when performing the computation of Majority Holders or Majority Secured Parties, and shall have no rights under this Section 12.4; provided that any action taken pursuant to the second paragraph of this Section 12.4 shall not be effective as against the Defaulting HolderLender has consented thereto.

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. Each Basic Document may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by, subject to Article VIII of the Trust Agreement regarding termination of the Trust Agreement, by the Majority Secured Financing Parties and the Lessee and/or the Construction Agent each Credit Party (to the extent the Lessee and/or the Construction Agent such Credit Party is a party to such Basic Document); except that provided, to the extent no Default or Event of Default shall have occurred and be continuing, the Majority Secured Financing Parties shall not amend, supplement, waive or modify any provision of any Basic Document in such a manner as to adversely affect the rights of the Lessee and/or the Construction Agent without the prior written consent (not to be unreasonably withheld or delayed) of the Lessee; provided that it is understood and agreed that the Lessor and the Agent may terminate the Lease with respect to, and release, any Property or Excess Land purchased by the Lessee and/or pursuant to Section 20.1(a) or (c) of the Construction AgentLease without the consent of any other Financing Party. Each Operative Agreement which is not a Basic Document may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by the parties thereto and (without the consent of any other Financing Party) the Agent. In addition, the Unanimous Vote Matters shall require the consent of each Lender and each Holder Financing Party affected by such matter. Notwithstanding the foregoing, no such termination, amendment, supplement, waiver or modification shall, without the consent of the Agent and, to the extent affected thereby, each Lender and each Holder Financing Party (collectively, the “Unanimous Vote Matters”) (i) reduce the Lender Commitments and/or the Holder Commitments except as otherwise provided in Section 2.5 amount of the Credit Agreement and Section 3.1(e) of the Trust Agreementany Note or Lessor Funding, extend the scheduled date of maturity of any Note, extend the scheduled Expiration Date, extend any payment date of any Note or CertificateLessor Funding or extend the term of the Lease pursuant to Section 21.1 thereof (unless such Financing Party’s outstanding Loans or Lessor Fundings, as the case may be, will be purchased in full on or prior to the dated of such renewal), reduce the stated rate of interest payable on any Note, Note or reduce the stated Holder Yield payable on any Certificate the Lessor Fundings (other than as a result of waiving the applicability of any post-default increase in interest rates or Holder YieldsYield), increase the amount of any Person’s Commitment or Lessor Commitment, modify the priority of any Lien in favor of the Agent under any Security Document, or subordinate any obligation owed to such Lender or Holder, reduce any Lender Unused Fees or any Holder Unused Fees payable to such Lender or Holder (as the case may be) under this Participation Agreement, extend the scheduled date of payment of any Lender Unused Fees or any Holder Unused Fees payable to such Lender or Holder (as the case may be), fund any Advance referenced in Section 2.1 of the Agency Agreement in excess of the then current aggregate sum of the Available Commitments and the Available Holder Commitments, elect to decline the funding of any Transaction Expense with respect to Sections 7.1(a) or 7.1(b), elect to decline the funding of any indemnity payment by the Owner Trustee with respect to Section 11.8 or extend the expiration date of such Lender’s Commitment or the Holder Commitment of such HolderFinancing Party, or (ii) terminate, amend, supplement, waive or modify any provision of this Section 12.4 11.5 or reduce the percentages percentage specified in the definitions definition of Majority Lenders, Majority Holders or Majority Secured Financing Parties, or consent to the assignment or transfer by the Owner Trustee Lessor of any of its rights and obligations under any Credit Basic Document or release a material portion of the Collateral (except in accordance with Section 8.88.3 of the Credit Agreement) or release the Lessor, the Lessee or any Alternative Lessee from its obligations under any Operative Agreement or otherwise alter any payment obligations of the Lessor, the Lessee or any Alternative Lessee to the Lessor or any Financing Party under the Operative Agreements, or (iii) terminate, amend, supplement, waive or modify any provision of Section 7 of the Credit Agreement (which shall also require the consent of the Agent), or (iv) eliminate the automatic option under Section 5.3(b) of the Agency Agreement requiring that the Construction Agent pay certain liquidated damages in exchange for the conveyance of a Property to the Construction Agent, or (v) permit the extension of the Construction Period beyond the date that is thirty (30) months from the Initial Closing Date. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the Lenders and the Holders and shall be binding upon all the parties to this Agreement. In the case of any waiver, each party to this Agreement shall be restored to its former position and rights under the Operative Agreements, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. The parties to this Agreement agree that any increase in the Lender Commitment of any Lender and/or any increase in the Holder Commitment of any Holder shall be a matter decided by the Majority Secured Parties (which must include the Lender whose Lender Commitment is so increased or the Holder whose Holder Commitment is so increased, as the case may be) and not as a Unanimous Vote Matter. If at a time when the conditions precedent set forth in the Operative Agreements to any Loan are, in the opinion of the Majority Lenders, satisfied, any Lender shall fail to fulfill its obligations to make such Loan (any such Lender, a “Defaulting Lender”) then, for so long as such failure shall continue, the Defaulting Lender shall (unless the Lessee and the Majority Lenders, determined as if the Defaulting Lender were not a “Lender”, shall otherwise consent in writing) be deemed for all purposes relating to terminations, amendments, supplements, waivers or modifications under the Operative Agreements to have no Loans, shall not be treated as a “Lender” when performing the computation of Majority Lenders or Majority Secured Parties, and shall have no rights under this Section 12.4; provided that any action taken pursuant to the second paragraph of this Section 12.4 shall not be effective as against the Defaulting Lender. If at a time when the conditions precedent set forth in the Operative Agreements to any Holder Advance are, in the opinion of the Majority Holders, satisfied, any Holder shall fail to fulfill its obligations to make such Holder Advance (any such Holder, a “Defaulting Holder”) then, for so long as such failure shall continue, the Defaulting Holder shall (unless the Lessee and the Majority Holders, determined as if the Defaulting Holder were not a “Holder”, shall otherwise consent in writing) be deemed for all purposes relating to terminations, amendments, supplements, waivers or modifications under the Operative Agreements to have no Holder Advances, shall not be treated as a “Holder” when performing the computation of Majority Holders or Majority Secured Parties, and shall have no rights under this Section 12.4; provided that any action taken pursuant to the second paragraph of this Section 12.4 shall not be effective as against the Defaulting Holder.or

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. Each Basic Document Except with regard to the Unanimous Vote Matters and each other exception expressly set forth in any Operative Agreement, each Operative Agreement only may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by, subject to Article VIII of the Trust Agreement regarding termination of the Trust Agreementor consent granted by, the Majority Secured Parties and the Lessee and/or the Construction Agent (to the extent the Lessee and/or the Construction Agent is a party to such Basic Document); except that to the extent no Default or Event of Default shall have occurred and be continuing, the Majority Secured Parties shall not amend, supplement, waive or modify any provision of any Basic Document in such a manner as to adversely affect the rights of the Lessee and/or the Construction Agent without the prior written consent (not to be unreasonably withheld or delayed) of the Lessee and/or the Construction Agent. Each Operative Agreement which is not a Basic Document may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by the parties thereto and (without the consent of any other Financing Party) the Agent. In addition, the Unanimous Vote Matters shall require the consent of each Lender Majority Secured Parties and each Holder affected by Credit Party, to the extent such matterCredit Party is a party to such Operative Agreement. Notwithstanding the foregoing, no such termination, amendment, supplement, waiver or modification or consent shall, without the consent of the Agent and, to the extent affected thereby, each Lender and each Holder the Lessor Parties, in all cases without the need for any consent from any Defaulting Lessor Party except to the extent required pursuant to the second to last paragraph of this Section 12.4 (collectively, the “Unanimous Vote Matters”) (i) reduce or increase the Lender Commitments and/or the Holder Commitments Lessor Parties Commitment except as otherwise provided in Section 2.5 Sections 5.8, 5A.6 and 9.3 of the Credit Agreement and Section 3.1(e) of the Trust this Agreement, (ii) extend the scheduled date of maturity of any NoteLessor Advance, (iii) extend the scheduled Expiration Date, (iv) extend any payment date of any Note or CertificateLessor Advance, (v) reduce the stated rate of interest payable on any Note, reduce the stated Holder Lessor Yield payable on any Certificate (other than as a result of waiving the applicability of any post-default post‑default increase in interest rates or Holder YieldsLessor Yield), (vi) modify the priority of any Lien in favor of the Agent under any Security Document, (vii) consent to any Lien against the Property or other Collateral other than any Permitted Lien, (viii) subordinate any obligation owed to such Lender or Holderany of the Lessor Parties, (ix) reduce any Lender Unused the Fees or any Holder Unused Fees payable to such Lender or Holder (as the case may be) under this Participation Agreement, (x) extend the scheduled date of payment of any Lender Unused Fees or any Holder Unused Fees payable to such Lender or Holder the Fees, (as the case may be), fund any Advance referenced in Section 2.1 of the Agency Agreement in excess of the then current aggregate sum of the Available Commitments and the Available Holder Commitments, elect to decline the funding of any Transaction Expense with respect to Sections 7.1(axi) or 7.1(b), elect to decline the funding of any indemnity payment by the Owner Trustee with respect to Section 11.8 or extend the expiration date of such Lender’s Commitment or the Holder Commitment of such HolderLessor Parties Commitment, or (iixii) terminate, amend, modify, extend, supplement, restate, replace or waive or modify any provision of this Section 12.4 or 12.4, (xiii) reduce the percentages specified in the definitions of Majority Lenders, Majority Holders or “Majority Secured Parties”, or consent to the assignment or transfer by the Owner Trustee of any of its rights and obligations under any Credit Document or (xiv) release a material portion of the Collateral (except in accordance with Section 8.88.8(a)), (xv) or release the Lessee any Credit Party from its obligations under any Operative Agreement (except in accordance with Section 8.8(b)) or (xvi) otherwise alter any payment obligations of the Lessee any Credit Party to the Lessor or any Financing Party under the Operative Agreements. Additionally, in no event shall Section 8.6 be terminated, amended, supplemented, waived or (iii) terminate, amend, supplement, waive or modify any provision of Section 7 of the Credit Agreement (which shall also require modified without the consent of the Agent), or (iv) eliminate the automatic option under Section 5.3(b) of the Agency Agreement requiring that the Construction Agent pay certain liquidated damages in exchange for the conveyance of a Property to the Construction Agent, or (v) permit the extension of the Construction Period beyond the date that is thirty (30) months from the Initial Closing Date. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the Lenders and the Holders Lessor Parties and shall be binding upon all the parties to this Agreement. In the case of any waiver, each party to this Agreement shall be restored to its former position and rights under the Operative Agreements, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. The For the avoidance of doubt, the parties to this Agreement agree that that, except as provided in Sections 5.8 and 11.8, any increase in the Lender Lessor Parties Commitment of any Lender and/or any increase in the Holder Commitment of any Holder Lessor Parties shall be a matter decided by the Majority Secured Parties (which must include the Lender whose Lender Commitment is so increased or the Holder whose Holder Commitment is so increased, as the case may be) and not as a Unanimous Vote Matter. If at Notwithstanding the foregoing, the Engagement Letter may be amended, modified, extended, supplemented, restated, replaced or waived, or a time when consent with respect thereto may be granted, in each case only by an instrument in writing signed by the conditions precedent parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lessor Party shall have any right to approve or disapprove of any termination, amendment, supplement, waiver or modification of any Operative Agreement or otherwise to provide a consent with respect to any Operative Agreement (and any termination, amendment, supplement, waiver, modification or consent which by its terms requires the consent of all Lessor Parties or each affected Lessor Party may be effected with the consent of the applicable Lessor Parties other than Defaulting Lessor Party), except that (A) the Lessor Parties Commitment of any Defaulting Lessor Party may not be increased or extended without the consent of such Lessor Party, and (B) any termination, amendment, supplement, waiver or modification requiring the consent of all Lessor Parties or each affected Lessor Party, that by its terms affects any Defaulting Lessor Party disproportionately adversely relative to other affected Lessor Parties shall require the consent of such Defaulting Lessor Party, as applicable; (ii) each Lessor Party is entitled to vote as such Lessor Party sees fit on any bankruptcy reorganization plan that affects the Lessor Advances, and each Lessor Party acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (iii) the Majority Secured Parties shall determine whether or not to allow a Credit Party to use cash collateral in the Operative Agreements context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lessor Parties. If any Lessor Party does not consent to a proposed termination, amendment, supplement, waiver, modification or consent with respect to any Loan are, in Operative Agreement that requires the opinion consent of each Lessor Party and that has been approved by the Majority Lenders, satisfied, any Lender shall fail to fulfill its obligations to make such Loan (any such Lender, a “Defaulting Lender”) then, for so long as such failure shall continue, the Defaulting Lender shall (unless the Lessee and the Majority Lenders, determined as if the Defaulting Lender were not a “Lender”, shall otherwise consent in writing) be deemed for all purposes relating to terminations, amendments, supplements, waivers or modifications under the Operative Agreements to have no Loans, shall not be treated as a “Lender” when performing the computation of Majority Lenders or Majority Secured Parties, and shall have no rights under this Section 12.4; provided that any action taken the Lessee may replace such Non-Consenting Lessor Party in accordance with a required assignment of the Lessor Party’s interests pursuant to the second paragraph Section 5A.7(b); provided, that such termination, amendment, supplement, waiver, modification or consent can be effected as a result of this Section 12.4 shall not be effective as against the Defaulting Lender. If at a time when the conditions precedent set forth in the Operative Agreements to any Holder Advance are, in the opinion of the Majority Holders, satisfied, any Holder shall fail to fulfill its obligations to make such Holder Advance assignment (any together with all other such Holder, a “Defaulting Holder”) then, for so long as such failure shall continue, the Defaulting Holder shall (unless assignments required by the Lessee and the Majority Holders, determined as if the Defaulting Holder were not a “Holder”, shall otherwise consent in writing) to be deemed for all purposes relating to terminations, amendments, supplements, waivers or modifications under the Operative Agreements to have no Holder Advances, shall not be treated as a “Holder” when performing the computation of Majority Holders or Majority Secured Parties, and shall have no rights under this Section 12.4; provided that any action taken made pursuant to the second paragraph of this Section 12.4 shall not be effective as against the Defaulting Holderparagraph).

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. Each Basic Document Except with regard to the Unanimous Vote Matters and each other exception expressly set forth in any Operative Agreement, each Operative Agreement only may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by, subject to Article VIII of the Trust Agreement regarding termination of the Trust Agreementor consent granted by, the Majority Secured Parties and the Lessee and/or the Construction Agent (to the extent the Lessee and/or the Construction Agent is a party to such Basic Document); except that to the extent no Default or Event of Default shall have occurred and be continuing, the Majority Secured Parties shall not amend, supplement, waive or modify any provision of any Basic Document in such a manner as to adversely affect the rights of the Lessee and/or the Construction Agent without the prior written consent (not to be unreasonably withheld or delayed) of the Lessee and/or the Construction Agent. Each Operative Agreement which is not a Basic Document may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by the parties thereto and (without the consent of any other Financing Party) the Agent. In addition, the Unanimous Vote Matters shall require the consent of each Lender Majority Secured Parties and each Holder affected by Credit Party, to the extent such matterCredit Party is a party to such Operative Agreement. Notwithstanding the foregoing, no such termination, amendment, supplement, waiver or modification or consent shall, without the consent of the Agent and, to the extent affected thereby, each Lender and each Holder the Lessor Parties, in all cases without the need for any consent from any Defaulting Lessor Party except to the CHAR1\1917164v13 extent required pursuant to the second to last paragraph of this Section 12.4 (collectively, the “Unanimous Vote Matters”) (i) reduce or increase the Lender Commitments and/or the Holder Commitments Lessor Parties Commitment except as otherwise provided in Section 2.5 Sections 5.8, 5A.6 and 9.3 of the Credit Agreement and Section 3.1(e) of the Trust this Agreement, (ii) extend the scheduled date of maturity of any NoteLessor Advance, (iii) extend the scheduled Expiration Date, (iv) extend any payment date of any Note or CertificateLessor Advance, (v) reduce the stated rate of interest payable on any Note, reduce the stated Holder Lessor Yield payable on any Certificate (other than as a result of waiving the applicability of any post-default increase in interest rates or Holder YieldsLessor Yield), (vi) modify the priority of any Lien in favor of the Agent under any Security Document, (vii) consent to any Lien against the Property or other Collateral other than any Permitted Lien, (viii) subordinate any obligation owed to such Lender or Holderany of the Lessor Parties, (ix) reduce any Lender Unused the Fees or any Holder Unused Fees payable to such Lender or Holder (as the case may be) under this Participation Agreement, (x) extend the scheduled date of payment of any Lender Unused Fees or any Holder Unused Fees payable to such Lender or Holder the Fees, (as the case may be), fund any Advance referenced in Section 2.1 of the Agency Agreement in excess of the then current aggregate sum of the Available Commitments and the Available Holder Commitments, elect to decline the funding of any Transaction Expense with respect to Sections 7.1(axi) or 7.1(b), elect to decline the funding of any indemnity payment by the Owner Trustee with respect to Section 11.8 or extend the expiration date of such Lender’s Commitment or the Holder Commitment of such HolderLessor Parties Commitment, or (iixii) terminate, amend, modify, extend, supplement, restate, replace or waive or modify any provision of Section 8.3B of this Agreement or this Section 12.4 or 12.4, (xiii) reduce the percentages specified in the definitions of Majority Lenders, Majority Holders or “Majority Secured Parties”, or consent to the assignment or transfer by the Owner Trustee of any of its rights and obligations under any Credit Document or (xiv) release a material portion of the Collateral (except in accordance with Section 8.88.8(a)), (xv) or release the Lessee any Credit Party from its obligations under any Operative Agreement (except in accordance with Section 8.8(b)) or (xvi) otherwise alter any payment obligations of the Lessee any Credit Party to the Lessor or any Financing Party under the Operative Agreements. Additionally, in no event shall Section 8.6 be terminated, amended, supplemented, waived or (iii) terminate, amend, supplement, waive or modify any provision of Section 7 of the Credit Agreement (which shall also require modified without the consent of the Agent), or (iv) eliminate the automatic option under Section 5.3(b) of the Agency Agreement requiring that the Construction Agent pay certain liquidated damages in exchange for the conveyance of a Property to the Construction Agent, or (v) permit the extension of the Construction Period beyond the date that is thirty (30) months from the Initial Closing Date. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the Lenders and the Holders Lessor Parties and shall be binding upon all the parties to this Agreement. In the case of any waiver, each party to this Agreement shall be restored to its former position and rights under the Operative Agreements, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. The For the avoidance of doubt, the parties to this Agreement agree that that, except as provided in Sections 5.8 and 11.8, any increase in the Lender Lessor Parties Commitment of any Lender and/or any increase in the Holder Commitment of any Holder Lessor Parties shall be a matter decided by the Majority Secured Parties (which must include the Lender whose Lender Commitment is so increased or the Holder whose Holder Commitment is so increased, as the case may be) and not as a Unanimous Vote Matter. If at Notwithstanding the foregoing, the Engagement Letter may be amended, modified, extended, supplemented, restated, replaced or waived, or a time when consent with respect thereto may be granted, in each case only by an instrument in writing signed by the conditions precedent parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lessor Party shall have any right to approve or disapprove of any termination, amendment, supplement, waiver or modification of any Operative Agreement or otherwise to provide a consent with respect to any Operative Agreement (and any termination, amendment, supplement, waiver, modification or consent which by its terms requires the consent of all Lessor Parties or each affected Lessor Party may be effected with the consent of the applicable Lessor Parties other than Defaulting Lessor Party), except that (A) the Lessor Parties Commitment of any Defaulting Lessor Party may not be increased or extended without the consent of such Lessor Party, and (B) any termination, amendment, supplement, waiver or modification requiring the consent of all Lessor Parties or each affected Lessor Party, that by its terms affects any Defaulting Lessor Party disproportionately adversely relative to other affected Lessor Parties shall require the consent of such Defaulting Lessor Party, as applicable; (ii) each Lessor Party is entitled to vote as such Lessor Party sees fit on any bankruptcy reorganization plan that affects the Lessor Advances, and each Lessor Party acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (iii) the Majority Secured Parties shall determine whether or not to allow a Credit Party to use cash collateral in the Operative Agreements context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lessor Parties. If any Lessor Party does not consent to a proposed termination, amendment, supplement, waiver, modification or consent with respect to any Loan are, in Operative Agreement that requires the opinion consent of each Lessor Party and that has been approved by the Majority Lenders, satisfied, any Lender shall fail to fulfill its obligations to make such Loan (any such Lender, a “Defaulting Lender”) then, for so long as such failure shall continue, the Defaulting Lender shall (unless the Lessee and the Majority Lenders, determined as if the Defaulting Lender were not a “Lender”, shall otherwise consent in writing) be deemed for all purposes relating to terminations, amendments, supplements, waivers or modifications under the Operative Agreements to have no Loans, shall not be treated as a “Lender” when performing the computation of Majority Lenders or Majority Secured Parties, and shall have no rights under this Section 12.4; provided that any action taken the Lessee may replace such Non- Consenting Lessor Party in accordance with a required assignment of the Lessor Party’s interests pursuant to the second paragraph Section 5A.7(b); provided, that such termination, amendment, supplement, waiver, modification or CHAR1\1917164v13 consent can be effected as a result of this Section 12.4 shall not be effective as against the Defaulting Lender. If at a time when the conditions precedent set forth in the Operative Agreements to any Holder Advance are, in the opinion of the Majority Holders, satisfied, any Holder shall fail to fulfill its obligations to make such Holder Advance assignment (any together with all other such Holder, a “Defaulting Holder”) then, for so long as such failure shall continue, the Defaulting Holder shall (unless assignments required by the Lessee and the Majority Holders, determined as if the Defaulting Holder were not a “Holder”, shall otherwise consent in writing) to be deemed for all purposes relating to terminations, amendments, supplements, waivers or modifications under the Operative Agreements to have no Holder Advances, shall not be treated as a “Holder” when performing the computation of Majority Holders or Majority Secured Parties, and shall have no rights under this Section 12.4; provided that any action taken made pursuant to the second paragraph of this Section 12.4 shall not be effective as against the Defaulting Holderparagraph).

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. Each Basic Document Except with regard to the Unanimous Vote Matters, each Operative Agreement only may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by, subject to Article VIII of the Trust Agreement regarding termination of the Trust Agreementor consent granted by, the Majority Secured Parties and the Lessee and/or the Construction Agent (to the extent the Lessee and/or the Construction Agent is a party to such Basic Document); except that to the extent no Default or Event of Default shall have occurred and be continuing, the Majority Secured Parties shall not amend, supplement, waive or modify any provision of any Basic Document in such a manner as to adversely affect the rights of the Lessee and/or the Construction Agent without the prior written consent (not to be unreasonably withheld or delayed) of the Lessee and/or the Construction Agent. Each Operative Agreement which is not a Basic Document may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by the parties thereto and (without the consent of any other Financing Party) the Agent. In additionMajority Lenders, the Unanimous Vote Matters shall require the consent of each Lender Lessor and each Holder affected by Credit Party, to the extent such matterCredit Party is a party to such Operative Agreement. Notwithstanding the foregoing, no such termination, amendment, supplement, waiver or modification or consent shall, without the consent of the Agent and, to the extent affected thereby, each the Mortgage Lenders, the Credit Lenders and the Lessor, in all cases without the need for any consent from any Defaulting Credit Lender and each Holder or any Defaulting Mortgage Lender except to the extent required pursuant to the last paragraph of this Section 12.4 (collectively, the “Unanimous Vote Matters”) (i) reduce or increase the Lender Mortgage Loan Commitments, the Credit Loan Commitments and/or the Holder Commitments Lessor Commitment except as otherwise provided in Section 2.5 of the Credit either Loan Agreement, Sections 9.1, 9.2 and 9.3 of this Agreement and Section 3.1(e) 5A.1 of the Trust this Agreement, extend the scheduled date of maturity of any Note, extend the scheduled Expiration Date, extend any payment date of any Note or Certificatethe Lessor Advance, reduce the stated rate of interest payable on any Note, reduce the stated Holder Lessor Yield payable on any Certificate (other than as a result of waiving the applicability of any post-default post‑default increase in interest rates or Holder YieldsLessor Yield), modify the priority of any Lien in favor of the Agent under any Security Document, consent to any Lien against the Property or other Collateral other than any Permitted Lien, subordinate any obligation owed to such Lender the Mortgage Lenders, the Credit Lenders or Holderthe Lessor, reduce any Lender Unused the Fees or any Holder Unused Fees payable to such Lender or Holder (as the case may be) under this Participation Agreement, extend the scheduled date of payment of any Lender Unused the Fees or any Holder Unused Fees payable to such Lender or Holder (as the case may be), fund any Advance referenced except in accordance with Section 2.1 of the Agency Agreement in excess of the then current aggregate sum of the Available Commitments and the Available Holder Commitments, elect to decline the funding of any Transaction Expense with respect to Sections 7.1(a5.18) or 7.1(b), elect to decline the funding of any indemnity payment by the Owner Trustee with respect to Section 11.8 or extend the expiration date of such Lender’s Commitment the Mortgage Loan Commitments, the Credit Loan Commitments or the Holder Commitment Lessor Commitment, modify any provision of the Operative Agreements requiring ratable payment among the Financing Parties (excluding the Agent), among the Credit Lenders or among the Mortgage Lenders, modify the definition of “Pro Rata Share” in Appendix A to this Agreement or modify any provision of the Operative Agreements requiring the consent of all Financing Parties, all Financing Parties (excluding the Agent), all Lenders, all Credit Lenders, all Mortgage Lenders or the consent of any Financing Party to the extent such Holder, Financing Party is an affected party with respect to the matter described in such provision or (ii) terminate, amend, supplement, waive or modify any provision of this Section 12.4 or reduce the percentages specified in the definitions of Majority Lenders, Majority Holders or Majority Secured Parties, or consent to the assignment or transfer by the Owner Trustee of any of its rights and obligations under any Credit Document or release a material portion of the Collateral (except in accordance with Section 8.8) or release the Lessee any Credit Party from its obligations under any Operative Agreement or otherwise alter any payment obligations of the Lessee any Credit Party to the Lessor or any Financing Party under the Operative Agreements, or (iii) terminate, amend, supplement, waive or modify any provision of Section Article 7 of the Credit Agreement (which shall also require the consent of the Agent), or (iv) eliminate the automatic option under Section 5.3(b) of the Agency Agreement requiring that the Construction Agent pay certain liquidated damages in exchange for the conveyance of a Property to the Construction Agent, or (v) permit the extension of the Construction Period beyond the date that is thirty (30) months from the Initial Closing Dateeither Loan Agreement. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the Mortgage Lenders, the Credit Lenders and the Holders Lessor and shall be binding upon all the parties to this Agreement. In the case of any waiver, each party to this Agreement shall be restored to its former position and rights under the Operative Agreements, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. The For the avoidance of doubt, the parties to this Agreement agree that that, except as provided in Sections 5.8 and 11.6, any increase in the Lender Commitment Mortgage Loan Commitments of the Mortgage Lenders, any Lender increase in the Credit Loan Commitments of the Credit Lenders and/or any increase in the Holder Lessor Commitment of any Holder the Lessor shall be a matter decided by the Majority Secured Parties (which must include the Lender whose Lender Commitment is so increased or the Holder whose Holder Commitment is so increased, as the case may be) and not as a Unanimous Vote Matter. If at a time when In addition to the conditions precedent set forth in foregoing, and notwithstanding any assignments to the Agent pursuant to the Operative Agreements Agreements, the Lessor shall at all times retain its rights as the Lessor to (i) approve any insurance deductible and/or co-payment amount, in each case pursuant to Section 14.4 of the Lease or approve any sublease as provided pursuant to Section 24.2 of the Lease, (ii) perform for the Lessee pursuant to Section 18.1 of the Lease, (iii) consent to any Loan are, in the opinion amendment of Articles XX or XXI of the Majority LendersLease or the definitions of Excepted Payments, satisfiedTermination Value or Maximum Residual Guarantee Amount or Section 12.9 hereof (or any defined terms used therein), any Lender shall fail (iv) give a direction to fulfill its obligations to make such Loan (any such Lender, a “Defaulting Lender”) then, for so long as such failure shall continue, the Defaulting Lender shall (unless the Lessee pursuant to Section 5.4 of this Agreement, (v) give any consent of the Lessor pursuant to Section 12.15 of this Agreement, and (vi) exercise the Majority Lendersrights of the Lessor under Section 5.14 of this Agreement. The Lessor shall not, determined as if without its consent, be required to take any action at the Defaulting Lender were not a “Lender”, shall otherwise consent in writing) be deemed for all purposes relating to terminations, amendments, supplements, waivers direction of the Lessee or modifications the Agent that would increase the Lessor’s obligations under the Operative Agreements Agreements. The retention of rights by the Lessor referenced in this paragraph shall not diminish or restrict in any manner the rights of the Agent, the Mortgage Lenders, the Credit Lenders or any other Person in connection with the matters described in the foregoing subsections (i) through (vi), and such retention of rights by the Lessor is merely intended to indicate that the Lessor has not assigned or otherwise limited the rights of the Lessor in connection with the matters described in the foregoing subsections (i) through (vi). Notwithstanding anything to the contrary herein, (i) no Defaulting Credit Lender and no Defaulting Mortgage Lender shall have no any right to approve or disapprove of any termination, amendment, supplement, waiver or modification of any Operative Agreement or otherwise to provide a consent with respect to any Operative Agreement (and any termination, amendment, supplement, waiver, modification or consent which by its terms requires the consent of all Credit Lenders or all Mortgage Lenders or each affected Credit Lender or Mortgage Lender may be effected with the consent of the applicable Credit Lenders other than Defaulting Credit Lenders and the applicable Mortgage Lenders other than Defaulting Mortgage Lenders), except that (A) the Credit Loan Commitment of any Defaulting Credit Lender may not be increased or extended without the consent of such Credit Lender, (B) the Mortgage Loan Commitment of any Defaulting Mortgage Lender may not be increased or extended without the consent of such Mortgage Lender, and (C) any termination, amendment, supplement, waiver or modification requiring the consent of all Credit Lenders or all Mortgage Lenders or each affected Credit Lender or Mortgage Lender, that by its terms affects any Defaulting Credit Lender or Defaulting Mortgage Lender disproportionately adversely relative to other affected Credit Lenders and Mortgage Lenders shall require the consent of such Defaulting Credit Lender or Defaulting Mortgage Lender, as applicable; (ii) each Credit Lender and Mortgage Lender is entitled to vote as such Credit Lender or Mortgage Lender sees fit on any bankruptcy reorganization plan that affects the Credit Loans or Mortgage Loans, and each Credit Lender and Mortgage Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (iii) the Majority Secured Parties shall determine whether or not to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be treated as binding on all of the Credit Lenders, the Mortgage Lenders and the Lessor. If any Lender does not consent to a “Lender” when performing proposed termination, amendment, supplement, waiver, modification or consent with respect to any Operative Agreement that requires the computation consent of each Lender and that has been approved by the Majority Credit Lenders, the Majority Mortgage Lenders, the Majority Lenders or the Majority Secured Parties, as applicable, the Borrower (subject to Sections 9.1(f) and shall have no rights under this Section 12.4; provided that any action taken 9.2(f)) may replace such Non-Consenting Lender in accordance with a required assignment of the Lender’s interests pursuant to the second paragraph of this Section 12.4 shall not be effective as against the Defaulting Lender. If at a time when the conditions precedent set forth in the Operative Agreements to any Holder Advance are, in the opinion 2.7(b) of the Majority HoldersCredit Loan Agreement or Section 2.7(b) of the Mortgage Loan Agreement, satisfiedas applicable; provided, any Holder shall fail to fulfill its obligations to make that such Holder Advance termination, amendment, supplement, waiver, modification or consent can be effected as a result of such assignment (any together with all other such Holder, a “Defaulting Holder”) then, for so long as such failure shall continue, the Defaulting Holder shall (unless assignments required by the Lessee and the Majority Holders, determined as if the Defaulting Holder were not a “Holder”, shall otherwise consent in writing) to be deemed for all purposes relating to terminations, amendments, supplements, waivers or modifications under the Operative Agreements to have no Holder Advances, shall not be treated as a “Holder” when performing the computation of Majority Holders or Majority Secured Parties, and shall have no rights under this Section 12.4; provided that any action taken made pursuant to the second paragraph of this Section 12.4 shall not be effective as against the Defaulting Holderparagraph).

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. Each Basic Document Except with regard to the Unanimous Vote Matters, each Operative Agreement only may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by, subject to Article VIII of the Trust Agreement regarding termination of the Trust Agreementor consent granted by, the Majority Secured Parties and the Lessee and/or the Construction Agent (to the extent the Lessee and/or the Construction Agent is a party to such Basic Document); except that to the extent no Default or Event of Default shall have occurred and be continuing, the Majority Secured Parties shall not amend, supplement, waive or modify any provision of any Basic Document in such a manner as to adversely affect the rights of the Lessee and/or the Construction Agent without the prior written consent (not to be unreasonably withheld or delayed) of the Lessee and/or the Construction Agent. Each Operative Agreement which is not a Basic Document may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by the parties thereto and (without the consent of any other Financing Party) the Agent. In additionMajority Lenders, the Unanimous Vote Matters shall require the consent of each Lender Lessor and each Holder affected by Credit Party, to the extent such matterCredit Party is a party to such Operative Agreement. Notwithstanding the foregoing, no such termination, amendment, supplement, waiver or modification or consent shall, without the consent of the Agent and, to the extent affected thereby, each the Mortgage Lenders, the Credit Lenders and the Lessor, in all cases without the need for any consent from any Defaulting Credit Lender and each Holder or any Defaulting Mortgage Lender except to the extent required pursuant to the last paragraph of this Section 12.4 (collectively, the “Unanimous Vote Matters”) (i) reduce or increase the Lender Mortgage Loan Commitments, the Credit Loan Commitments and/or the Holder Commitments Lessor Commitment except as otherwise provided in Section 2.5 of the Credit either Loan Agreement, Sections 9.1, 9.2 and 9.3 of this Agreement and Section 3.1(e) 5A.1 of the Trust this Agreement, extend the scheduled date of maturity of any Note, extend the scheduled Expiration Date, extend any payment date of any Note or Certificatethe Lessor Advance, reduce the stated rate of interest payable on any Note, reduce the stated Holder Lessor Yield payable on any Certificate (other than as a result of waiving the applicability of any post-default post‑default increase in interest rates or Holder YieldsLessor Yield), modify the priority of any Lien in favor of the Agent under any Security Document, consent to any Lien against the Property or other Collateral other than any Permitted Lien, subordinate any obligation owed to such Lender the Mortgage Lenders, the Credit Lenders or Holderthe Lessor, reduce any Lender Unused the Fees or any Holder Unused Fees payable to such Lender or Holder (as the case may be) under this Participation Agreement, extend the scheduled date of payment of any Lender Unused the Fees or any Holder Unused Fees payable to such Lender or Holder (as the case may be), fund any Advance referenced except in accordance with Section 2.1 of the Agency Agreement in excess of the then current aggregate sum of the Available Commitments and the Available Holder Commitments, elect to decline the funding of any Transaction Expense with respect to Sections 7.1(a5.18) or 7.1(b), elect to decline the funding of any indemnity payment by the Owner Trustee with respect to Section 11.8 or extend the expiration date of such Lender’s Commitment the Mortgage Loan Commitments, the Credit Loan Commitments or the Holder Commitment Lessor Commitment, modify any provision of the Operative Agreements requiring ratable payment among the Financing Parties (excluding the Agent), among the Credit Lenders or among the Mortgage Lenders, modify the definition of “Pro Rata Share” in Appendix A to this Agreement or modify any provision of the Operative Agreements requiring the consent of all Financing Parties, all Financing [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Parties (excluding the Agent), all Lenders, all Credit Lenders, all Mortgage Lenders or the consent of any Financing Party to the extent such Holder, Financing Parity is an affected party with respect to the matter described in such provision or (ii) terminate, amend, supplement, waive or modify any provision of this Section 12.4 or reduce the percentages specified in the definitions of Majority Lenders, Majority Holders or Majority Secured Parties, or consent to the assignment or transfer by the Owner Trustee of any of its rights and obligations under any Credit Document or release a material portion of the Collateral (except in accordance with Section 8.8) or release the Lessee any Credit Party from its obligations under any Operative Agreement or otherwise alter any payment obligations of the Lessee any Credit Party to the Lessor or any Financing Party under the Operative Agreements, or (iii) terminate, amend, supplement, waive or modify any provision of Section Article 7 of the Credit Agreement (which shall also require the consent of the Agent), or (iv) eliminate the automatic option under Section 5.3(b) of the Agency Agreement requiring that the Construction Agent pay certain liquidated damages in exchange for the conveyance of a Property to the Construction Agent, or (v) permit the extension of the Construction Period beyond the date that is thirty (30) months from the Initial Closing Dateeither Loan Agreement. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the Mortgage Lenders, the Credit Lenders and the Holders Lessor and shall be binding upon all the parties to this Agreement. In the case of any waiver, each party to this Agreement shall be restored to its former position and rights under the Operative Agreements, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. The For the avoidance of doubt, the parties to this Agreement agree that that, except as provided in Sections 5.8 and 11.6, any increase in the Lender Commitment Mortgage Loan Commitments of the Mortgage Lenders, any Lender increase in the Credit Loan Commitments of the Credit Lenders and/or any increase in the Holder Lessor Commitment of any Holder the Lessor shall be a matter decided by the Majority Secured Parties (which must include the Lender whose Lender Commitment is so increased or the Holder whose Holder Commitment is so increased, as the case may be) and not as a Unanimous Vote Matter. If at a time when In addition to the conditions precedent set forth in foregoing, and notwithstanding any assignments to the Agent pursuant to the Operative Agreements Agreements, the Lessor shall at all times retain its rights as the Lessor to (i) approve any insurance deductible and/or co-payment amount, in each case pursuant to Section 14.4 of the Lease or approve any sublease as provided pursuant to Section 24.2 of the Lease, (ii) perform for the Lessee pursuant to Section 18.1 of the Lease, (iii) consent to any Loan are, in the opinion amendment of Articles XX or XXI of the Majority LendersLease or the definitions of Excepted Payments, satisfiedTermination Value or Maximum Residual Guarantee Amount or Section 12.9 hereof (or any defined terms used therein), any Lender shall fail (iv) give a direction to fulfill its obligations to make such Loan (any such Lender, a “Defaulting Lender”) then, for so long as such failure shall continue, the Defaulting Lender shall (unless the Lessee pursuant to Section 5.4 of this Agreement, (v) give any consent of the Lessor pursuant to Section 12.15 of this Agreement, and (vi) exercise the Majority Lendersrights of the Lessor under Section 5.14 of this Agreement. The Lessor shall not, determined as if without its consent, be required to take any action at the Defaulting Lender were not a “Lender”, shall otherwise consent in writing) be deemed for all purposes relating to terminations, amendments, supplements, waivers direction of the Lessee or modifications the Agent that would increase the Lessor’s obligations under the Operative Agreements Agreements. The retention of rights by the Lessor referenced in this paragraph shall not diminish or restrict in any manner the rights of the Agent, the Mortgage Lenders, the Credit Lenders or any other Person in connection with the matters described in the foregoing subsections (i) through (vi), and such retention of rights by the Lessor is merely intended to indicate that the Lessor has not assigned or otherwise limited the rights of the Lessor in connection with the matters described in the foregoing subsections (i) through (vi). Notwithstanding anything to the contrary herein, (i) no Defaulting Credit Lender and no Defaulting Mortgage Lender shall have no any right to approve or disapprove of any termination, amendment, supplement, waiver or modification of any Operative Agreement or otherwise to provide a consent with respect to any Operative Agreement (and any termination, amendment, supplement, waiver, modification or consent which by its terms requires the consent of all Credit Lenders or all Mortgage Lenders or each affected Credit Lender or Mortgage Lender may be effected with the consent of the applicable Credit Lenders other than Defaulting Credit Lenders and the applicable Mortgage Lenders other than Defaulting Mortgage Lenders), except that (A) the Credit Loan Commitment of any Defaulting Credit Lender may not be increased or extended without the consent of such Credit Lender, (B) the Mortgage Loan Commitment of any Defaulting Mortgage Lender may not be increased or extended without the consent of such Mortgage Lender, and (C) any termination, amendment, supplement, waiver or modification requiring the consent of all Credit Lenders or all Mortgage Lenders or each affected Credit Lender or Mortgage Lender, that by its terms affects any Defaulting Credit [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Lender or Defaulting Mortgage Lender disproportionately adversely relative to other affected Credit Lenders and Mortgage Lenders shall require the consent of such Defaulting Credit Lender or Defaulting Mortgage Lender, as applicable; (ii) each Credit Lender and Mortgage Lender is entitled to vote as such Credit Lender or Mortgage Lender sees fit on any bankruptcy reorganization plan that affects the Credit Loans or Mortgage Loans, and each Credit Lender and Mortgage Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (iii) the Majority Secured Parties shall determine whether or not to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be treated as binding on all of the Credit Lenders, the Mortgage Lenders and the Lessor. If any Lender does not consent to a “Lender” when performing proposed termination, amendment, supplement, waiver, modification or consent with respect to any Operative Agreement that requires the computation consent of each Lender and that has been approved by the Majority Credit Lenders, the Majority Mortgage Lenders, the Majority Lenders or the Majority Secured Parties, as applicable, the Borrower (subject to Sections 9.1(f) and shall have no rights under this Section 12.4; provided that any action taken 9.2(f)) may replace such Non-Consenting Lender in accordance with a required assignment of the Lender’s interests pursuant to the second paragraph of this Section 12.4 shall not be effective as against the Defaulting Lender. If at a time when the conditions precedent set forth in the Operative Agreements to any Holder Advance are, in the opinion 2.7(b) of the Majority HoldersCredit Loan Agreement or Section 2.7(b) of the Mortgage Loan Agreement, satisfiedas applicable; provided, any Holder shall fail to fulfill its obligations to make that such Holder Advance termination, amendment, supplement, waiver, modification or consent can be effected as a result of such assignment (any together with all other such Holder, a “Defaulting Holder”) then, for so long as such failure shall continue, the Defaulting Holder shall (unless assignments required by the Lessee and the Majority Holders, determined as if the Defaulting Holder were not a “Holder”, shall otherwise consent in writing) to be deemed for all purposes relating to terminations, amendments, supplements, waivers or modifications under the Operative Agreements to have no Holder Advances, shall not be treated as a “Holder” when performing the computation of Majority Holders or Majority Secured Parties, and shall have no rights under this Section 12.4; provided that any action taken made pursuant to the second paragraph of this Section 12.4 shall not be effective as against the Defaulting Holderparagraph).

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. Each Basic Document Except with regard to the Unanimous Vote Matters and each other exception expressly set forth in any Operative Agreement, each Operative Agreement only may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by, subject to Article VIII of the Trust Agreement regarding termination of the Trust Agreementor consent granted by, the Majority Secured Parties and the Lessee and/or the Construction Agent (to the extent the Lessee and/or the Construction Agent is a party to such Basic Document); except that to the extent no Default or Event of Default shall have occurred and be continuing, the Majority Secured Parties shall not amend, supplement, waive or modify any provision of any Basic Document in such a manner as to adversely affect the rights of the Lessee and/or the Construction Agent without the prior written consent (not to be unreasonably withheld or delayed) of the Lessee and/or the Construction Agent. Each Operative Agreement which is not a Basic Document may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by the parties thereto and (without the consent of any other Financing Party) the Agent. In addition, the Unanimous Vote Matters shall require the consent of each Lender Majority Secured Parties and each Holder affected by Credit Party, to the extent such matterCredit Party is a party to such Operative Agreement. Notwithstanding the foregoing, no such termination, amendment, supplement, waiver or modification or consent shall, without the consent of the Agent and, to the extent affected thereby, each Lender and each Holder the Lessor Parties, in all cases without the need for any consent from any Defaulting Lessor Party except to the 92 CHAR1\1917164v13 extent required pursuant to the second to last paragraph of this Section 12.4 (collectively, the “Unanimous Vote Matters”) (i) reduce or increase the Lender Commitments and/or the Holder Commitments Lessor Parties Commitment except as otherwise provided in Section 2.5 Sections 5.8, 5A.6 and 9.3 of the Credit Agreement and Section 3.1(e) of the Trust this Agreement, (ii) extend the scheduled date of maturity of any NoteLessor Advance, (iii) extend the scheduled Expiration Date, (iv) extend any payment date of any Note or CertificateLessor Advance, (v) reduce the stated rate of interest payable on any Note, reduce the stated Holder Lessor Yield payable on any Certificate (other than as a result of waiving the applicability of any post-default increase in interest rates or Holder YieldsLessor Yield), (vi) modify the priority of any Lien in favor of the Agent under any Security Document, (vii) consent to any Lien against the Property or other Collateral other than any Permitted Lien, (viii) subordinate any obligation owed to such Lender or Holderany of the Lessor Parties, (ix) reduce any Lender Unused the Fees or any Holder Unused Fees payable to such Lender or Holder (as the case may be) under this Participation Agreement, (x) extend the scheduled date of payment of any Lender Unused Fees or any Holder Unused Fees payable to such Lender or Holder the Fees, (as the case may be), fund any Advance referenced in Section 2.1 of the Agency Agreement in excess of the then current aggregate sum of the Available Commitments and the Available Holder Commitments, elect to decline the funding of any Transaction Expense with respect to Sections 7.1(axi) or 7.1(b), elect to decline the funding of any indemnity payment by the Owner Trustee with respect to Section 11.8 or extend the expiration date of such Lender’s Commitment or the Holder Commitment of such HolderLessor Parties Commitment, or (iixii) terminate, amend, modify, extend, supplement, restate, replace or waive or modify any provision of Section 8.3B of this Agreement or this Section 12.4 or 12.4, (xiii) reduce the percentages specified in the definitions of Majority Lenders, Majority Holders or “Majority Secured Parties”, or consent to the assignment or transfer by the Owner Trustee of any of its rights and obligations under any Credit Document or (xiv) release a material portion of the Collateral (except in accordance with Section 8.88.8(a)), (xv) or release the Lessee any Credit Party from its obligations under any Operative Agreement (except in accordance with Section 8.8(b)) or (xvi) otherwise alter any payment obligations of the Lessee any Credit Party to the Lessor or any Financing Party under the Operative Agreements. Additionally, in no event shall Section 8.6 be terminated, amended, supplemented, waived or (iii) terminate, amend, supplement, waive or modify any provision of Section 7 of the Credit Agreement (which shall also require modified without the consent of the Agent), or (iv) eliminate the automatic option under Section 5.3(b) of the Agency Agreement requiring that the Construction Agent pay certain liquidated damages in exchange for the conveyance of a Property to the Construction Agent, or (v) permit the extension of the Construction Period beyond the date that is thirty (30) months from the Initial Closing Date. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the Lenders and the Holders Lessor Parties and shall be binding upon all the parties to this Agreement. In the case of any waiver, each party to this Agreement shall be restored to its former position and rights under the Operative Agreements, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. The For the avoidance of doubt, the parties to this Agreement agree that that, except as provided in Sections 5.8 and 11.8, any increase in the Lender Lessor Parties Commitment of any Lender and/or any increase in the Holder Commitment of any Holder Lessor Parties shall be a matter decided by the Majority Secured Parties (which must include the Lender whose Lender Commitment is so increased or the Holder whose Holder Commitment is so increased, as the case may be) and not as a Unanimous Vote Matter. If at Notwithstanding the foregoing, the Engagement Letter may be amended, modified, extended, supplemented, restated, replaced or waived, or a time when consent with respect thereto may be granted, in each case only by an instrument in writing signed by the conditions precedent parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lessor Party shall have any right to approve or disapprove of any termination, amendment, supplement, waiver or modification of any Operative Agreement or otherwise to provide a consent with respect to any Operative Agreement (and any termination, amendment, supplement, waiver, modification or consent which by its terms requires the consent of all Lessor Parties or each affected Lessor Party may be effected with the consent of the applicable Lessor Parties other than Defaulting Lessor Party), except that (A) the Lessor Parties Commitment of any Defaulting Lessor Party may not be increased or extended without the consent of such Lessor Party, and (B) any termination, amendment, supplement, waiver or modification requiring the consent of all Lessor Parties or each affected Lessor Party, that by its terms affects any Defaulting Lessor Party disproportionately adversely relative to other affected Lessor Parties shall require the consent of such Defaulting Lessor Party, as applicable; (ii) each Lessor Party is entitled to vote as such Lessor Party sees fit on any bankruptcy reorganization plan that affects the Lessor Advances, and each Lessor Party acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (iii) the Majority Secured Parties shall determine whether or not to allow a Credit Party to use cash collateral in the Operative Agreements context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lessor Parties. If any Lessor Party does not consent to a proposed termination, amendment, supplement, waiver, modification or consent with respect to any Loan are, in Operative Agreement that requires the opinion consent of each Lessor Party and that has been approved by the Majority Lenders, satisfied, any Lender shall fail to fulfill its obligations to make such Loan (any such Lender, a “Defaulting Lender”) then, for so long as such failure shall continue, the Defaulting Lender shall (unless the Lessee and the Majority Lenders, determined as if the Defaulting Lender were not a “Lender”, shall otherwise consent in writing) be deemed for all purposes relating to terminations, amendments, supplements, waivers or modifications under the Operative Agreements to have no Loans, shall not be treated as a “Lender” when performing the computation of Majority Lenders or Majority Secured Parties, and shall have no rights under this Section 12.4; provided that any action taken the Lessee may replace such Non- Consenting Lessor Party in accordance with a required assignment of the Lessor Party’s interests pursuant to the second paragraph of this Section 12.4 shall not be effective as against the Defaulting Lender. If at a time when the conditions precedent set forth in the Operative Agreements to any Holder Advance are5A.7(b); provided, in the opinion of the Majority Holdersthat such termination, satisfiedamendment, any Holder shall fail to fulfill its obligations to make such Holder Advance (any such Holdersupplement, a “Defaulting Holder”) thenwaiver, for so long as such failure shall continue, the Defaulting Holder shall (unless the Lessee and the Majority Holders, determined as if the Defaulting Holder were not a “Holder”, shall otherwise consent in writing) be deemed for all purposes relating to terminations, amendments, supplements, waivers or modifications under the Operative Agreements to have no Holder Advances, shall not be treated as a “Holder” when performing the computation of Majority Holders or Majority Secured Parties, and shall have no rights under this Section 12.4; provided that any action taken pursuant to the second paragraph of this Section 12.4 shall not be effective as against the Defaulting Holder.modification or

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. Each Basic Document Except with regard to the Unanimous Vote Matters and each other exception expressly set forth in any Operative Agreement, each Operative Agreement only may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by, subject to Article VIII of the Trust Agreement regarding termination of the Trust Agreementor consent granted by, the Majority Secured Parties and the Lessee and/or the Construction Agent (to the extent the Lessee and/or the Construction Agent is a party to such Basic Document); except that to the extent no Default or Event of Default shall have occurred and be continuing, the Majority Secured Parties shall not amend, supplement, waive or modify any provision of any Basic Document in such a manner as to adversely affect the rights of the Lessee and/or the Construction Agent without the prior written consent (not to be unreasonably withheld or delayed) of the Lessee and/or the Construction Agent. Each Operative Agreement which is not a Basic Document may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by the parties thereto and (without the consent of any other Financing Party) the Agent. In addition, the Unanimous Vote Matters shall require the consent of each Lender Majority Secured Parties and each Holder affected by Credit Party, to the extent such matterCredit Party is a party to such Operative Agreement. Notwithstanding the foregoing, no such termination, amendment, supplement, waiver or modification or consent shall, without the consent of the Agent and, to the extent affected thereby, each Lender and each Holder the Lessor Parties, in all cases without the need for any consent from any Defaulting Lessor Party except to the extent required pursuant to the second to last paragraph of this Section 12.4 (collectively, the “Unanimous Vote Matters”) (i) reduce or increase the Lender Commitments and/or the Holder Commitments Lessor Parties Commitment except as otherwise provided in Section 2.5 Sections 5.8, 5A.6 and 9.3 of the Credit Agreement and Section 3.1(e) of the Trust this Agreement, (ii) extend the scheduled date of maturity of any NoteLessor Advance, (iii) extend the scheduled Expiration Date, (iv) extend any payment date of any Note or CertificateLessor Advance, (v) reduce the stated rate of interest payable on any Note, reduce the stated Holder Lessor Yield payable on any Certificate (other than as a result of waiving the applicability of any post-default post‑default increase in interest rates or Holder YieldsLessor Yield), (vi) modify the priority of any Lien in favor of the Agent under any Security Document, (vii) consent to any Lien against the Property or other Collateral other than any Permitted Lien, (viii) subordinate any obligation owed to such Lender or Holderany of the Lessor Parties, (ix) reduce any Lender Unused the Fees or any Holder Unused Fees payable to such Lender or Holder (as the case may be) under this Participation Agreement, (x) extend the scheduled date of payment of any Lender Unused Fees or any Holder Unused Fees payable to such Lender or Holder the Fees, (as the case may be), fund any Advance referenced in Section 2.1 of the Agency Agreement in excess of the then current aggregate sum of the Available Commitments and the Available Holder Commitments, elect to decline the funding of any Transaction Expense with respect to Sections 7.1(axi) or 7.1(b), elect to decline the funding of any indemnity payment by the Owner Trustee with respect to Section 11.8 or extend the expiration date of such Lender’s Commitment or the Holder Commitment of such HolderLessor Parties Commitment, or (iixii) terminate, amend, modify, extend, supplement, restate, replace or waive or modify any provision of this Section 12.4 or 12.4, (xiii) reduce the percentages specified in the definitions of Majority Lenders, Majority Holders or “Majority Secured Parties”, or consent to the assignment or transfer by the Owner Trustee of any of its rights and obligations under any Credit Document or (xiv) release a material portion of the Collateral (except in accordance with Section 8.88.8(a)), (xv) or release the Lessee any Credit Party from its obligations under any Operative Agreement (except in accordance with Section 8.8(b)) or (xvi) otherwise alter any payment obligations of the Lessee any Credit Party to the Lessor or any Financing Party under the Operative Agreements. Additionally, in no event shall Section 8.6 be terminated, amended, supplemented, waived or (iii) terminate, amend, supplement, waive or modify any provision of Section 7 of the Credit Agreement (which shall also require modified without the consent of the Agent), or (iv) eliminate the automatic option under Section 5.3(b) of the Agency Agreement requiring that the Construction Agent pay certain liquidated damages in exchange for the conveyance of a Property to the Construction Agent, or (v) permit the extension of the Construction Period beyond the date that is thirty (30) months from the Initial Closing Date. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the Lenders and the Holders Lessor Parties and shall be binding upon all the parties to this Agreement. In the case of any waiver, each party to this Agreement shall be restored to its former position and rights under the Operative Agreements, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. The For the avoidance of doubt, the parties to this Agreement agree that that, except as provided in Sections 5.8 and 11.8, any increase in the Lender Lessor Parties Commitment of any Lender and/or any increase in the Holder Commitment of any Holder Lessor Parties shall be a matter decided by the Majority Secured Parties (which must include the Lender whose Lender Commitment is so increased or the Holder whose Holder Commitment is so increased, as the case may be) and not as a Unanimous Vote Matter. If at Notwithstanding the foregoing, the Engagement Letter may be amended, modified, extended, supplemented, restated, replaced or waived, or a time when consent with respect thereto may be granted, in each case only by an instrument in writing signed by the conditions precedent parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lessor Party shall have any right to approve or disapprove of any termination, amendment, supplement, waiver or modification of any Operative Agreement or otherwise to provide a consent with respect to any Operative Agreement (and any termination, amendment, supplement, waiver, modification or consent which by its terms requires the consent of all Lessor Parties or each affected Lessor Party may be effected with the consent of the applicable Lessor Parties other than Defaulting Lessor Party), except that (A) the Lessor Parties Commitment of any Defaulting Lessor Party may not be increased or extended without the consent of such Lessor Party, and (B) any termination, amendment, supplement, waiver or modification requiring the consent of all Lessor Parties or each affected Lessor Party, that by its terms affects any Defaulting Lessor Party disproportionately adversely relative to other affected Lessor Parties shall require the consent of such Defaulting Lessor Party, as applicable; (ii) each Lessor Party is entitled to vote as such Lessor Party sees fit on any bankruptcy reorganization plan that affects the Lessor Advances, and each Lessor Party acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (iii) the Majority Secured Parties shall determine whether or not to allow a Credit Party to use cash collateral in the Operative Agreements context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lessor Parties. If any Lessor Party does not consent to a proposed termination, amendment, supplement, waiver, modification or consent with respect to any Loan are, in Operative Agreement that requires the opinion consent of each Lessor Party and that has been approved by the Majority Lenders, satisfied, any Lender shall fail to fulfill its obligations to make such Loan (any such Lender, a “Defaulting Lender”) then, for so long as such failure shall continue, the Defaulting Lender shall (unless the Lessee and the Majority Lenders, determined as if the Defaulting Lender were not a “Lender”, shall otherwise consent in writing) be deemed for all purposes relating to terminations, amendments, supplements, waivers or modifications under the Operative Agreements to have no Loans, shall not be treated as a “Lender” when performing the computation of Majority Lenders or Majority Secured Parties, and shall have no rights under this Section 12.4; provided that any action taken the Lessee may replace such Non-Consenting Lessor Party in accordance with a required assignment of the Lessor Party’s interests pursuant to the second paragraph Section 5A.7(b); provided, that such termination, amendment, supplement, waiver, modification or consent 91 can be effected as a result of this Section 12.4 shall not be effective as against the Defaulting Lender. If at a time when the conditions precedent set forth in the Operative Agreements to any Holder Advance are, in the opinion of the Majority Holders, satisfied, any Holder shall fail to fulfill its obligations to make such Holder Advance assignment (any together with all other such Holder, a “Defaulting Holder”) then, for so long as such failure shall continue, the Defaulting Holder shall (unless assignments required by the Lessee and the Majority Holders, determined as if the Defaulting Holder were not a “Holder”, shall otherwise consent in writing) to be deemed for all purposes relating to terminations, amendments, supplements, waivers or modifications under the Operative Agreements to have no Holder Advances, shall not be treated as a “Holder” when performing the computation of Majority Holders or Majority Secured Parties, and shall have no rights under this Section 12.4; provided that any action taken made pursuant to the second paragraph of this Section 12.4 shall not be effective as against the Defaulting Holderparagraph).