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

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. 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 by, or consent granted by, an instrument in writing signed by the Majority Secured Parties and each Credit Party, to the extent such Credit 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, 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 Lessor Parties Commitment except as otherwise provided in Sections 5.8, 5A.6 and 9.3 of this Agreement, (ii) extend the scheduled date of maturity of any Lessor Advance, (iii) extend the scheduled Expiration Date, (iv) extend any payment date of any Lessor Advance, (v) reduce the stated Lessor Yield (other than as a result of waiving the applicability of any post‑default increase in Lessor 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 any of the Lessor Parties, (ix) reduce the Fees under this Agreement, (x) extend the scheduled date of payment of the Fees, (xi) extend the expiration date of the Lessor Parties Commitment, (xii) terminate, amend, modify, extend, supplement, restate, replace or waive any provision of this Section 12.4, (xiii) reduce the percentages specified in the definitions of “Majority Secured Parties”, (xiv) release a material portion of the Collateral (except in accordance with Section 8.8(a)), (xv) release 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 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 modified without the consent of the Agent. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the 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. For the avoidance of doubt, the parties to this Agreement agree that, except as provided in Sections 5.8 and 11.8, any increase in the Lessor Parties Commitment of the Lessor Parties shall be a matter decided as a Unanimous Vote Matter. Notwithstanding the foregoing, the Engagement Letter may be amended, modified, extended, supplemented, restated, replaced or waived, or a consent with respect thereto may be granted, in each case only by an instrument in writing signed by the 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 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 Operative Agreement that requires the consent of each Lessor Party and that has been approved by the Majority Secured Parties, the Lessee may replace such Non-Consenting Lessor Party in accordance with a required assignment of the Lessor Party’s interests pursuant to Section 5A.7(b); provided, that such termination, amendment, supplement, waiver, modification or consent can be effected as a result of such assignment (together with all other such assignments required by the Lessee to be made pursuant to this paragraph).

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. Except with regard to the Unanimous Vote Matters and each other exception expressly set forth in any Operative Agreement, each Operative Agreement only 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 granted by(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 Majority Secured Parties 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 Credit Party, to the extent Holder affected by such Credit Party is a party to such Operative Agreementmatter. 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, 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 each Lender and each Holder (collectively, the “Unanimous Vote Matters”) (i) reduce or increase the Lessor Parties Commitment Lender Commitments and/or the Holder Commitments except as otherwise provided in Sections 5.8, 5A.6 Section 2.5 of the Credit Agreement and 9.3 Section 3.1(e) of this the Trust Agreement, (ii) extend the scheduled date of maturity of any Lessor AdvanceNote, (iii) extend the scheduled Expiration Date, (iv) extend any payment date of any Lessor AdvanceNote or Certificate, (v) reduce the stated Lessor 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 post-default increase in Lessor Yieldinterest rates or Holder Yields), (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 Holder, reduce any of Lender Unused Fees or any Holder Unused Fees payable to such Lender or Holder (as the Lessor Parties, (ixcase may be) reduce the Fees 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 (as the Feescase may be), (xifund 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 Lessor Parties CommitmentHolder Commitment of such Holder, or (xiiii) terminate, amend, modify, extend, supplement, restate, replace waive or waive modify any provision of this Section 12.4, (xiii) 12.4 or reduce the percentages specified in the definitions of “Majority Lenders, Majority Holders or Majority Secured Parties”, (xiv) 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(a)), (xv8.8) or release any Credit Party the Lessee from its obligations under any Operative Agreement (except in accordance with Section 8.8(b)) or (xvi) otherwise alter any payment obligations of any Credit Party the Lessee to the Lessor or any Financing Party under the Operative Agreements. Additionally, in no event or (iii) terminate, amend, supplement, waive or modify any provision of Section 7 of the Credit Agreement (which shall Section 8.6 be terminated, amended, supplemented, waived or modified without 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 Lessor Parties 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. For the avoidance of doubt, the The parties to this Agreement agree that, except as provided in Sections 5.8 and 11.8, that any increase in the Lessor Parties Lender Commitment of any Lender and/or any increase in the Lessor Parties 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. Notwithstanding If at a time when the foregoingconditions 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 Engagement Letter may 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 amendeddeemed for all purposes relating to terminations, modifiedamendments, extendedsupplements, supplementedwaivers or modifications under the Operative Agreements to have no Loans, restated, replaced or waived, or a consent with respect thereto may be granted, in each case only by an instrument in writing signed by the 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 treated as a “Lender” when performing the computation of Majority Lenders 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 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 Operative Agreement that requires the consent of each Lessor Party and that has been approved by the 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 may replace such Non-Consenting Lessor Party and the Majority Holders, determined as if the Defaulting Holder were not a “Holder”, shall otherwise consent in accordance with 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 required assignment “Holder” when performing the computation of the Lessor Party’s interests 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 5A.7(b); provided, that such termination, amendment, supplement, waiver, modification or consent can 12.4 shall not be effected effective as a result of such assignment (together with all other such assignments required by against the Lessee to be made pursuant to this paragraph)Defaulting Holder.

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. Except with regard to the Unanimous Vote Matters and each other exception expressly set forth in any Operative Agreement, each Operative Agreement only Each Basic Document may be terminated, amended, supplemented, waived or modified by, or consent granted by, only by an instrument in writing signed by the Majority Secured Financing Parties and each Credit Party, Party (to the extent such Credit Party is a party to such Basic Document); provided, to the extent no Default or Event of Default shall have occurred and be continuing, the Majority 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 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 pursuant to Section 20.1(a) or (c) of the Lease without the consent of any other Financing Party. Each Operative AgreementAgreement 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 Financing Party affected by such matter. 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, the Lessor Parties, in all cases without the need for any consent from any Defaulting Lessor each Financing 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 the amount of any Note or increase the Lessor Parties Commitment except as otherwise provided in Sections 5.8Funding, 5A.6 and 9.3 of this Agreement, (ii) extend the scheduled date of maturity of any Lessor AdvanceNote, (iii) extend the scheduled Expiration Date, (iv) extend any payment date of any Note or Lessor AdvanceFunding or extend the term of the Lease pursuant to Section 21.1 thereof (unless such Financing Party’s outstanding Loans or Lessor Fundings, (v) 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 or reduce the stated Yield payable on the Lessor Yield Fundings (other than as a result of waiving the applicability of any post‑default post-default increase in Lessor interest rates or Yield), (vi) 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, (vii) consent to any Lien against the Property or other Collateral other than any Permitted Lien, (viii) subordinate any obligation owed to any of the Lessor Partiessuch Financing Party, or (ix) reduce the Fees under this Agreement, (x) extend the scheduled date of payment of the Fees, (xi) extend the expiration date of the Lessor Parties Commitment, (xiiii) terminate, amend, modify, extend, supplement, restate, replace waive or waive modify any provision of this Section 12.4, (xiii) 11.5 or reduce the percentages percentage specified in the definitions definition of “Majority Secured Financing Parties”, (xiv) or consent to the assignment or transfer by the Lessor of any of its rights and obligations under any Basic Document or release a material portion of the Collateral (except in accordance with Section 8.8(a))8.3 of the Credit Agreement) or release the Lessor, (xv) release the Lessee or any Credit Party Alternative Lessee from its obligations under any Operative Agreement (except in accordance with Section 8.8(b)) or (xvi) otherwise alter any payment obligations of the Lessor, the Lessee or any Credit Party Alternative Lessee 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 modified without the consent of the Agent. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the 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. For the avoidance of doubt, the parties to this Agreement agree that, except as provided in Sections 5.8 and 11.8, any increase in the Lessor Parties Commitment of the Lessor Parties shall be a matter decided as a Unanimous Vote Matter. Notwithstanding the foregoing, the Engagement Letter may be amended, modified, extended, supplemented, restated, replaced or waived, or a consent with respect thereto may be granted, in each case only by an instrument in writing signed by the 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 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 Operative Agreement that requires the consent of each Lessor Party and that has been approved by the Majority Secured Parties, the Lessee may replace such Non-Consenting Lessor Party in accordance with a required assignment of the Lessor Party’s interests pursuant to Section 5A.7(b); provided, that such termination, amendment, supplement, waiver, modification or consent can be effected as a result of such assignment (together with all other such assignments required by the Lessee to be made pursuant to this paragraph).or

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. Except with regard to Each of the parties hereto agrees that: (a) except as expressly provided in subsections (b) and (c) below and except for the Unanimous Vote Matters and each other exception expressly set forth in any Operative AgreementMatters, each Operative Agreement may only may be terminated, amended, modified, extended supplemented, restated, replaced or waived or modified by, or consent granted by, an instrument upon the approval in writing signed by the Borrower (to the extent the Borrower is a party to such Operative Agreement in its capacity as “borrower” and to the extent such termination, amendment, waiver or modification increases the Obligations or has a material adverse effect on the Borrower), the Agent (to the extent the Agent’s rights or obligations are affected by such termination, amendment or modification), the Majority Secured Parties and each Credit Party, the Lessee (to the extent such Credit Party the Lessee is a party to such Operative Agreement. Notwithstanding the foregoing); provided, no such each termination, amendment, modification, extension, supplement, restatement, replacement or waiver or modification or consent shallregarding any Operative Agreement, without which adversely affects the rights of the Lessee shall also require the written consent of the Agent andLessee (not to be unreasonably withheld or delayed) unless a Lease Default or Lease Event of Default shall have occurred and be continuing, to provided, further, that each termination, amendment, modification, extension, supplement, restatement, replacement or waiver regarding any Operative Agreement shall also require the extent written consent of each Financing Party affected thereby, 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 thereby (collectively, the “Unanimous Vote Matters”) ), so as to (i) reduce or increase the Lessor Parties Commitment except as otherwise provided in Sections 5.8, 5A.6 and 9.3 of this Agreement, (ii) extend the scheduled date of maturity of any Lessor Advance, Note; (iiiii) extend the scheduled Expiration Date, (iv) Date or extend any payment date of any Credit Loan, Mortgage Loan or Lessor Advance, ; (viii) change the stated rate of interest payable on any Credit Loan or Mortgage Loan or reduce the stated Lessor Yield payable on the Lessor Advance (other than as a result of waiving the applicability of any post‑default post-default increase in interest rates or Lessor Yield), ; (viiv) 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, (viiiv) subordinate any obligation owed to any of such Credit Lender, such Mortgage Lender or the Lessor Parties, Lessor; (ix) reduce the Fees under this Agreement, (x) extend the scheduled date of payment of the Fees, (xi) extend the expiration date of the Lessor Parties Commitment, (xiivi) terminate, amend, modify, extend, supplement, restatewaive, replace discharge or waive modify any provision of this Section 12.4, (xiii) reduce 12.4 or change the percentages specified in the definitions of “Majority Credit Lenders, Majority Mortgage Lenders or Majority Secured Parties”, ; (xivvii) release a material portion of the Collateral (except in accordance with Section 8.8(a8.8)), ; (xvviii) release the Borrower or the Lessee or any Credit Party Guarantor from its obligations under any Operative Agreement (except in accordance with Section 8.8(b)) or (xvi) otherwise alter any payment obligations (including, without limitation, any principal prepayment provisions) of the Borrower or the Lessee or any Credit Party Guarantor to the Lessor or any Financing Party under the Operative Agreements. Additionally; (ix) terminate, amend, supplement, waive, discharge or modify any provision of Sections 8.6 or 8.7 of this Agreement; (x) impose any additional affirmative obligation or requirement on the applicable Financing Party, make any existing obligations of the applicable Financing Party materially more onerous, or further obligate, prohibit or restrict the applicable Financing Party or its right, title or interest under the Operative Agreements in no event shall Section 8.6 any material manner; or (xi) modify or amend any definition so as to affect the matters described in the foregoing (i)-(x). (b) No Mortgage Instrument (nor any UCC Financing Statement related thereto) may be terminated, amended, modified, extended (other than by UCC Financing Statement continuations or extensions), supplemented, restated, replaced or waived without the approval in writing by the Borrower, the Majority Mortgage Lenders, and (to the extent relating to the Lessee as opposed to relating to the Borrower) the Lessee. (c) each termination, amendment, modification, extension, supplement, restatement, replacement or modified without waiver regarding any Operative Agreement affecting Sections 4.1, 8.2, 8.3, 9.1, 10.1, 10.2, 11.1, 12.1, 13.1, 13.2, 14.1, 14.2, 14.3, 15.1, 15.2, 15.3, 16.1, 16.2, 18.1, 19.1, 19.2, 20.2, 20.3 (excluding all provisions related to payments in Sections 20.2 or 20.3), 22.1, 22.4, 22.5, 23.1 or 24.1 of the Lease or affecting in any way the Collateral, including the Property, requires the consent of the AgentMajority Mortgage Lenders. (d) Notwithstanding any acquisition by the Lessee or any Affiliate of the Lessee of any interest in any Financing, no such party (hereinafter a “Related Financing Party”) shall have any voting rights pursuant to the Operative Agreements as a Primary Financing Party. Without limiting the generality of the foregoing, with respect to calculating the voting percentage, any Financing held by a Related Financing Party shall be treated as if the balance on such Financing was zero and the Commitment with respect to such Financing was zero. Upon the occurrence and during the continuation of any Lease Default or Lease Event of Default, the rights of each Related Financing Party to any and all amounts otherwise payable to such Related Financing Party pursuant to the Operative Agreements shall be subordinated and deferred (and the rights of each Related Financing Party to such amounts shall be voided without further action for the duration of any such Lease Default or Lease Event of Default) until such time as all amounts payable to all other parties to any of the Operative Agreements have been paid in full. NOTHING IN THIS SECTION 12.4(d) SHALL BE DEEMED TO CONSTITUTE A RIGHT OF, OR A GRANT OF ANY RIGHT TO, THE LESSEE OR ANY AFFILIATE OF THE LESSEE TO ACQUIRE ANY PORTION OF THE FINANCING OR TO CAUSE ANY PRIMARY FINANCING PARTY TO SELL OR ASSIGN ANY PART OF THE FINANCING TO THE LESSEE OR ANY AFFILIATE OF THE LESSEE. Any such termination, amendment, supplement, waiver waiver, discharge or modification approved, executed, adopted or consented to in conformity with this Section 12.4 shall apply equally to each of the Credit Lenders, the Mortgage Lenders and the 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. For the avoidance of doubt, the parties to this Agreement agree that, except as provided in Sections 5.8 and 11.8, any increase in the Lessor Parties Commitment of the Lessor Parties shall be a matter decided as a Unanimous Vote Matter. Notwithstanding the foregoing, the Engagement Letter may be amended, modified, extended, supplemented, restated, replaced or waived, or a consent with respect thereto may be granted, in each case only by an instrument in writing signed by the 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 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 Operative Agreement that requires the consent of each Lessor Party and that has been approved by the Majority Secured Parties, the Lessee may replace such Non-Consenting Lessor Party in accordance with a required assignment of the Lessor Party’s interests pursuant to Section 5A.7(b); provided, that such termination, amendment, supplement, waiver, modification or consent can be effected as a result of such assignment (together with all other such assignments required by the Lessee to be made pursuant to this paragraph).

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. Except with regard to the Unanimous Vote Matters and each other exception expressly set forth in any Operative Agreement, each Operative Agreement only Each Basic Document may be terminated, amended, supplemented, waived or modified by, or consent granted by, only by an instrument in writing signed by by, subject to Article VIII of the Trust Agreement regarding termination of the Trust Agreement, the Majority Secured Parties and each Credit Party, Party (to the extent such Credit Party is a party to such Operative Agreement. Notwithstanding Basic Document); provided, to the foregoingextent no Default or Event of Default shall have occurred and be continuing, no such termination, amendmentthe Majority Secured Parties shall not amend, supplement, waiver waive or modification modify any provision of any Basic Document in such a manner as to adversely affect the rights of any Credit Party without the prior written consent (not to be unreasonably withheld or consent shalldelayed) of such Credit 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 and, to the extent affected therebyAgent. In addition, 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”Matters shall require the consent of each Lender and each Holder affected by such matter. At no time shall any Credit Party (acting as a Financing Party) have any right to consent or to withhold consent with regard to any matter concerning any Operative Agreement. (i) reduce the Lender Commitments and/or the Holder Commitments (except for a pro-rata reduction in each such commitment of the Lenders and the Holders or increase the Lessor Parties Commitment except as otherwise provided in Sections 5.8Section 2.5 of the Credit Agreement and Section 3.1(e) of the Trust Agreement), 5A.6 and 9.3 of this Agreement, (ii) extend the scheduled date of maturity of any Lessor AdvanceNote, (iii) extend the scheduled Expiration Date, (iv) extend the Construction Period Termination Date, extend any payment date of any Lessor AdvanceNote or Certificate, (v) reduce the stated Lessor 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 post-default increase in Lessor Yieldinterest rates or Holder Yields), (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 Holder, reduce any of Lender Unused Fees or any Holder Unused Fees payable to such Lender or Holder (as the Lessor Parties, (ixcase may be) reduce under the Fees 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 (as the Fees, (xicase may be) or extend the expiration date of such Lender’s Commitment or the Lessor Parties CommitmentHolder Commitment of such Holder, or (xiiii) terminate, amend, modify, extend, supplement, restate, replace waive or waive modify any provision of this Section 12.4, (xiii) 12.4 or reduce the percentages specified in the definitions of “Majority Lenders, Majority Holders or Majority Secured Parties”, (xiv) 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(a)), (xv8.8) or release 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 any Credit Party to the Lessor or any Financing Party under the Operative Agreements. Additionally, in no event shall or (iii) terminate, amend, supplement, waive or modify any provision of Section 8.6 be terminated, amended, supplemented, waived or modified without the consent 7 of the Credit Agreement, or (iv) permit Advances for Work in excess of the Construction Budget, or (v) 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. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the Lessor Parties 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. For the avoidance of doubt, the The parties to this Agreement agree that, except as provided in Sections 5.8 and 11.8, that any increase in the Lessor Parties Commitment of Lender Commitments and/or any increase in the Lessor Parties Holder Commitments shall be a matter decided by the Majority Secured Parties and not as a Unanimous Vote Matter. Notwithstanding the foregoing; provided, the Engagement Letter may however, no individual Lender’s Commitment nor any Holder’s Holder Commitment shall be amended, modified, extended, supplemented, restated, replaced or waived, or a consent with respect thereto may be grantedincreased without such party’s express consent, in each case only by an instrument such party’s sole discretion. If at a time when the conditions precedent set forth in writing signed by the 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 Agreements to any Operative Agreement (and any terminationLoan are, amendment, supplement, waiver, modification or consent which by its terms requires in the consent of all Lessor Parties or each affected Lessor Party may be effected with the consent opinion of the applicable Lessor Parties other than Majority Lenders, satisfied, any Lender shall fail to fulfill its obligations to make such Loan (any such Lender, a “Defaulting Lessor Party)Lender”) then, except that for so long as such failure shall continue, the Defaulting Lender shall (Aunless 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 Lessor Parties Commitment of any Defaulting Lessor Party may Operative Agreements to have no Loans, shall not be increased treated as a “Lender” when performing the computation of Majority Lenders 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 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 Operative Agreement that requires the consent of each Lessor Party and that has been approved by the 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 may replace such Non-Consenting Lessor Party and the Majority Holders, determined as if the Defaulting Holder were not a “Holder”, shall otherwise consent in accordance with 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 required assignment “Holder” when performing the computation of the Lessor Party’s interests 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 5A.7(b); provided, that such termination, amendment, supplement, waiver, modification or consent can 12.4 shall not be effected effective as a result of such assignment (together with all other such assignments required by against the Lessee to be made pursuant to this paragraph)Defaulting Holder.

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. Except with regard to the Unanimous Vote Matters and each other exception expressly set forth in any Operative AgreementMatters, each Operative Agreement only may be terminated, amended, supplemented, waived or modified by, or consent granted by, an instrument in writing signed by the Majority Secured Parties Lenders, the Lessor and each Credit Party, to the extent such Credit 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, the Lessor PartiesMortgage Lenders, the Credit Lenders and the Lessor, in all cases without the need for any consent from any Defaulting Lessor Party Credit Lender or any Defaulting Mortgage Lender 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 Mortgage Loan Commitments, the Credit Loan Commitments and/or the Lessor Parties Commitment except as otherwise provided in Section 2.5 of either Loan Agreement, Sections 5.89.1, 5A.6 9.2 and 9.3 of this Agreement and Section 5A.1 of this Agreement, (ii) extend the scheduled date of maturity of any Lessor AdvanceNote, (iii) extend the scheduled Expiration Date, (iv) extend any payment date of any Note or the Lessor Advance, (v) reduce the stated rate of interest payable on any Note, reduce the stated Lessor Yield (other than as a result of waiving the applicability of any post‑default increase in interest rates or Lessor 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 any of the Lessor PartiesMortgage Lenders, (ix) the Credit Lenders or the Lessor, reduce the Fees under this Agreement, (x) extend the scheduled date of payment of the Fees, Fees or (xiexcept in accordance with Section 5.18) extend the expiration date of the Mortgage Loan Commitments, the Credit Loan Commitments or the Lessor Parties Commitment, modify any provision of the Operative Agreements requiring ratable payment among the Financing Parties (xiiexcluding 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 Financing Party is an affected party with respect to the matter described in such provision or (ii) terminate, amend, modify, extend, supplement, restate, replace waive or waive modify any provision of this Section 12.4, (xiii) 12.4 or reduce the percentages specified in the definitions of “Majority Secured Parties”, (xiv) or release a material portion of the Collateral (except in accordance with Section 8.8(a)), (xv8.8) or release 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 any Credit Party to the Lessor or any Financing Party under the Operative Agreements. Additionally, in no event shall Section 8.6 be terminatedor (iii) terminate, amendedamend, supplementedsupplement, waived waive or modified without the consent modify any provision of the AgentArticle 7 of either Loan Agreement. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the Mortgage Lenders, the Credit Lenders and the 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. For the avoidance of doubt, the parties to this Agreement agree that, except as provided in Sections 5.8 and 11.811.6, any increase in the Mortgage Loan Commitments of the Mortgage Lenders, any increase in the Credit Loan Commitments of the Credit Lenders and/or any increase in the Lessor Parties Commitment of the Lessor Parties shall be a matter decided as a Unanimous Vote Matter. Notwithstanding In addition to the foregoing, and notwithstanding any assignments to the Engagement Letter may be amendedAgent pursuant to the Operative Agreements, modified, extended, supplemented, restated, replaced or waived, or a consent with respect thereto may be grantedthe 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 only by an instrument in writing signed 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 amendment of Articles XX or XXI of the Lease or the definitions of Excepted Payments, Termination Value or Maximum Residual Guarantee Amount or Section 12.9 hereof (or any defined terms used therein), (iv) give a direction to 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 rights of the Lessor under Section 5.14 of this Agreement. The Lessor shall not, without its consent, be required to take any action at the direction of the Lessee or the Agent that would increase the Lessor’s obligations under the Operative Agreements. The retention of rights by the parties theretoLessor 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 Lessor Party Credit Lender and no Defaulting Mortgage Lender 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 Credit Lenders or all Mortgage Lenders or each affected Lessor Party Credit Lender or Mortgage Lender may be effected with the consent of the applicable Lessor Parties Credit Lenders other than Defaulting Lessor PartyCredit Lenders and the applicable Mortgage Lenders other than Defaulting Mortgage Lenders), except that (A) the Lessor Parties Credit Loan Commitment of any Defaulting Lessor Party Credit Lender may not be increased or extended without the consent of such Lessor PartyCredit 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 (BC) any termination, amendment, supplement, waiver or modification requiring the consent of all Lessor Parties Credit Lenders or all Mortgage Lenders or each affected Lessor PartyCredit Lender or Mortgage Lender, that by its terms affects any Defaulting Lessor Party Credit Lender or Defaulting Mortgage Lender disproportionately adversely relative to other affected Lessor Parties Credit Lenders and Mortgage Lenders shall require the consent of such Defaulting Lessor PartyCredit Lender or Defaulting Mortgage Lender, as applicable; (ii) each Lessor Party Credit Lender and Mortgage Lender is entitled to vote as such Lessor Party Credit Lender or Mortgage Lender sees fit on any bankruptcy reorganization plan that affects the Lessor AdvancesCredit Loans or Mortgage Loans, and each Lessor Party 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 binding on all of the Lessor PartiesCredit Lenders, the Mortgage Lenders and the Lessor. If any Lessor Party Lender does not consent to a proposed termination, amendment, supplement, waiver, modification or consent with respect to any Operative Agreement that requires the consent of each Lessor Party 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 Lessee Borrower (subject to Sections 9.1(f) and 9.2(f)) may replace such Non-Consenting Lessor Party Lender in accordance with a required assignment of the Lessor PartyLender’s interests pursuant to Section 5A.7(b)2.7(b) of the Credit Loan Agreement or Section 2.7(b) of the Mortgage Loan Agreement, as applicable; provided, that such termination, amendment, supplement, waiver, modification or consent can be effected as a result of such assignment (together with all other such assignments required by the Lessee to be made pursuant to this paragraph).

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. Except with regard to the Unanimous Vote Matters and each other exception expressly set forth in any Operative Agreement, each Each Operative Agreement only may be terminated, amended, supplemented, waived or modified by, or consent granted by, only by an instrument in writing signed by by, subject to Article VIII of the Trust Agreement regarding termination of the Trust Agreement, the Majority Secured Parties and each Credit Party, Party (to the extent such Credit Party is a party to such Operative Agreement. Notwithstanding ); provided, to the foregoingextent 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 Operative Agreement in such a manner as to adversely affect the rights of a Credit Party without the prior written consent (not to be unreasonably withheld or delayed) of such Credit Party; provided, further, so long as Summit Bank and NationsBank, N.A. are the only Lenders and/or Holders, no Operative Agreement nor any of the terms thereof may be terminated, amended, supplemented, waived or modified unless such termination, amendment, supplement, waiver or modification is in writing entered into by, or consent shallapproved in writing by, without both Summit Bank and NationsBank, N. A. In addition, (a) the Unanimous Vote Matters shall require the consent of each Lender and each Holder affected by such matter and (b) any provision of any Operative Agreement incorporated by reference or otherwise referenced in a second Operative Agreement shall remain, respecting such second Operative Agreement, in its original form without regard to any such termination, amendment, supplement, waiver or modification in the first Operative Agreement except if such has been agreed to 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 and, (to the extent affected thereby, the Lessor Parties, in all cases without the need for any consent from any Defaulting Lessor such Credit Party except is a party to the extent required pursuant to the second to last paragraph of this Section 12.4 (collectively, the “Unanimous Vote Matters”) such Operative Agreement). (i) reduce the amount of any Note or increase the Lessor Parties Commitment except as otherwise provided in Sections 5.8any Certificate, 5A.6 and 9.3 of this Agreement, (ii) extend the scheduled date of maturity of any Lessor AdvanceNote, (iii) extend the scheduled Expiration Date, (iv) extend any payment date of any Lessor AdvanceNote or Certificate, (v) reduce the stated Lessor 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 post-default increase in Lessor Yieldinterest rates or Holder Yields), (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 any of the Lessor PartiesLender or Holder, (ix) reduce the any Lender Unused Fees or any Holder Unused Fees payable under this Participation Agreement, (x) extend the scheduled date of payment of any Lender Unused Fees or any Holder Unused Fees or increase the Fees, (xi) amount or extend the expiration date of any Lender's Commitment or the Lessor Parties CommitmentHolder Commitment of any Holder, or (xiiii) terminate, amend, modify, extend, supplement, restate, replace waive or waive modify any provision of this Section 12.4, (xiii) 12.4 or reduce the percentages specified in the definitions of “Majority Lenders, Majority Holders or Majority Secured Parties”, (xiv) 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(a)), (xv8.8) or release 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 any Credit Party to the Lessor or any Financing Party under the Operative Agreements. Additionally, in no event or (iii) terminate, amend, supplement, waive or modify any provision of Section 7 of the Credit Agreement (which shall Section 8.6 be terminated, amended, supplemented, waived or modified without also require the consent of the Agent), or (iv) permit Advances for Work in excess of the Construction Budget if, as a result of such Advances, the sum of all Advances made or to be made under the Construction Budgets with respect to all of the Properties will exceed the sum of the Holder Commitments and the Lender Commitments; provided, however, that the Majority Secured Parties may permit Advances for Work in excess of a particular Construction Budget so long as the sum of all Advances made or to be made under the aggregate of the Construction Budgets for all of the Properties (including the amount by which an Advance with respect to any Property will exceed the Construction Budget for such Property) does not exceed the sum of the Holder Commitments and the Lender Commitments, or (v) 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. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the Lessor Parties 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 AgreementsAgreements existing prior to the event or condition waived, 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. For If at a time when the avoidance conditions precedent set forth in the Operative Agreements to any Loan are, in the opinion of doubtthe 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 parties 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 this Agreement agree thatterminations, except as provided in Sections 5.8 and 11.8amendments, any increase in supplements, waivers or modifications under the Lessor Parties Commitment of the Lessor Parties Operative Agreements to have no Loans, shall not be a matter decided treated as a Unanimous Vote Matter. Notwithstanding "Lender" when performing the foregoing, the Engagement Letter may be amended, modified, extended, supplemented, restated, replaced computation of Majority Lenders or waived, or a consent with respect thereto may be granted, in each case only by an instrument in writing signed by the 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 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 Operative Agreement that requires the consent of each Lessor Party and that has been approved by the 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 unless it otherwise consents. 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 may replace such Non-Consenting Lessor Party and the Majority Holders, determined as if the Defaulting Holder were not a "Holder", shall otherwise consent in accordance with 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 required assignment "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 unless it otherwise consents." 3. If the Lessee receives at least $20,000,000 in proceeds from new Subordinated Debt during the Interim Period, Schedule 1.1 of the Lessor Party’s interests pursuant to Section 5A.7(b); provided, Credit Agreement shall be deemed amended and restated in its entirety on the Business Day following confirmation by the Agent that such terminationproceeds have been received to read as Schedule 1.1 attached hereto and Schedule I of the Trust Agreement shall be deemed amended and restated in its entirety on the Business Day following confirmation by the Agent that such proceeds have been received to read as Schedule I attached hereto. 4. Each of the Agent, amendment, supplement, waiver, modification the Lenders and the Holders hereby waives any Default or consent can be effected Event of Default arising solely from a breach of any of the covenants of the Lessee set forth in Section 8.3 of the Participation Agreement or any of the Incorporated Covenants as a result of such assignment (together with all other such assignments required the consummation of the contemplated merger transaction between the Borrower and Youth Services International, Inc. 5. This Amendment shall be effective upon the execution of this Amendment by the Credit Parties, the Lenders and the Holders. 6. Except as modified hereby, all of the terms and provisions of the Operative Agreements (including without limitation the First Amendment and all Schedules and Exhibits) shall remain in full force and effect. 7. The Lessee agrees to pay all reasonable costs and expenses of the Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, PLLC. 8. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. 9. This Amendment shall be deemed to be a contract made pursuant to under, and for all purposes shall be construed in accordance with the laws of the State of Florida. [The remainder of this paragraph)page has been left blank intentionally.]

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. 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 by, or consent granted by, an instrument in writing signed by the Majority Secured Parties and each Credit Party, to the extent such Credit 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, 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 Lessor Parties Commitment except as otherwise provided in Sections 5.8, 5A.6 and 9.3 of this Agreement, (ii) extend the scheduled date of maturity of any Lessor Advance, (iii) extend the scheduled Expiration Date, (iv) extend any payment date of any Lessor Advance, (v) reduce the stated Lessor Yield (other than as a result of waiving the applicability of any post‑default post-default increase in Lessor 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 any of the Lessor Parties, (ix) reduce the Fees under this Agreement, (x) extend the scheduled date of payment of the Fees, (xi) extend the expiration date of the Lessor Parties Commitment, (xii) terminate, amend, modify, extend, supplement, restate, replace or waive any provision of Section 8.3B of this Agreement or this Section 12.4, (xiii) reduce the percentages specified in the definitions of “Majority Secured Parties”, (xiv) release a material portion of the Collateral (except in accordance with Section 8.8(a)), (xv) release 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 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 modified without the consent of the Agent. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the 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. For the avoidance of doubt, the parties to this Agreement agree that, except as provided in Sections 5.8 and 11.8, any increase in the Lessor Parties Commitment of the Lessor Parties shall be a matter decided as a Unanimous Vote Matter. Notwithstanding the foregoing, the Engagement Letter may be amended, modified, extended, supplemented, restated, replaced or waived, or a consent with respect thereto may be granted, in each case only by an instrument in writing signed by the 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 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 Operative Agreement that requires the consent of each Lessor Party and that has been approved by the Majority Secured Parties, the Lessee may replace such Non-Non- Consenting Lessor Party in accordance with a required assignment of the Lessor Party’s interests pursuant to Section 5A.7(b); provided, that such termination, amendment, supplement, waiver, modification or CHAR1\1917164v13 consent can be effected as a result of such assignment (together with all other such assignments required by the Lessee to be made pursuant to this paragraph).

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. Except with regard to the Unanimous Vote Matters and each other exception expressly set forth in any Operative Agreement, each Operative Agreement only Each Basic Document may be terminated, amended, supplemented, waived or modified by, or consent granted by, only by an instrument in writing signed by by, subject to Article VIII of the Trust Agreement regarding termination of the Trust Agreement, the Majority Secured Parties and each Credit Party, to the extent Party regardless of whether such Credit Party is a party to such Basic Document). Each Operative Agreement. Notwithstanding Agreement which is not a Basic Document may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by the foregoing, no such termination, amendment, supplement, waiver or modification or consent shall, parties thereto and (without the consent of any other Financing Party) the Agent and, to the extent affected therebyAgent. In addition, 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”) Matters shall require the consent of each Lender and each Holder affected by such matter. (i) increase or reduce or increase the Lessor Parties Commitment Lender Commitments and/or the Holder Commitments except as otherwise provided in Sections 5.8, 5A.6 Section 2.5 of the Credit Agreement and 9.3 Section 3.1(e) of this the Trust Agreement, (ii) reduce the principal of any Loan or Holder Advance, reduce any fee payable to any Lender or any Holder, extend the scheduled date of maturity of any Lessor AdvanceNote, (iii) extend the scheduled Expiration Date, (iv) extend any payment date of any Lessor AdvanceNote or Certificate, (v) reduce the stated Lessor 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 post-default increase in Lessor Yieldinterest rates or Holder Yields), (vi) modify the priority of any Lien in favor of the Agent under any Security DocumentDocument (except in favor of easements, (vii) consent to any Lien against covenants, conditions or restrictions which are normal and customary in connection with the development of the Property or other Collateral other than any Permitted Lienand which are approved by the Agent at the request of the Construction Agent), (viii) subordinate any obligation owed to such Lender or Holder, reduce any of Lender Unused Fees or any Holder Unused Fees payable to such Lender or Holder (as the Lessor Parties, (ixcase may be) reduce the Fees 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 (as the Feescase may be), (xifund 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 Lessor Parties CommitmentHolder Commitment of such Holder, or (xiiii) terminate, amend, modify, extend, supplement, restate, replace waive or waive modify any provision of this Section 12.4, (xiii) 12.4 or reduce the percentages specified in the definitions of “Majority Lenders, Majority Holders or Majority Secured Parties”, or (xivexcept for the designation of a successor trustee or a co-trustee) 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(a)), (xv8.8) or release 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 any Credit Party to the Lessor or any Financing Party under the Operative Agreements. Additionally, in no event or (iii) terminate, amend, supplement, waive or modify any provision of Section 7 of the Credit Agreement (which shall Section 8.6 be terminated, amended, supplemented, waived or modified without 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. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the Lessor Parties 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 AgreementsAgreements as if the Default or Event of Default waived had not occurred, 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. For the avoidance of doubt, the The parties to this Agreement agree that, except as provided in Sections 5.8 and 11.8, that any increase in the Lessor Parties Lender Commitment of any Lender (except under Section 2.11(b) of the Lessor Parties Credit Agreement) and/or any increase in the Holder Commitment of any Holder shall be a matter decided as a Unanimous Vote Matter. Notwithstanding If at a time when the foregoingconditions 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 Engagement Letter may 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 amendeddeemed for all purposes relating to terminations, modifiedamendments, extendedsupplements, supplementedwaivers or modifications under the Operative Agreements to have no Loans, restated, replaced or waived, or a consent with respect thereto may be granted, in each case only by an instrument in writing signed by the 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 treated as a "Lender" when performing the computation of Majority Lenders 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 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 Operative Agreement that requires the consent of each Lessor Party and that has been approved by the Majority Secured Parties, and shall have no rights under this Section 12.4. 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 may replace such Non-Consenting Lessor Party and the Majority Holders, determined as if the Defaulting Holder were not a "Holder", shall otherwise consent in accordance with a required assignment of writing) be deemed for all purposes relating to terminations, amendments, supplements, waivers or modifications under the Lessor Party’s interests pursuant Operative Agreements to Section 5A.7(b); providedhave no Holder Advances, that such termination, amendment, supplement, waiver, modification or consent can shall not be effected treated as a result "Holder" when performing the computation of such assignment (together with all other such assignments required by the Lessee to be made pursuant to Majority Holders or Majority Secured Parties, and shall have no rights under this paragraph)Section 12.4.

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. Except with regard to the Unanimous Vote Matters and each other exception expressly set forth in any Operative AgreementMatters, each Operative Agreement only may be terminated, amended, supplemented, waived or modified by, or consent granted by, an instrument in writing signed by the Majority Secured Parties Lenders, the Lessor and each Credit Party, to the extent such Credit 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, the Lessor PartiesMortgage Lenders, the Credit Lenders and the Lessor, in all cases without the need for any consent from any Defaulting Lessor Party Credit Lender or any Defaulting Mortgage Lender 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 Mortgage Loan Commitments, the Credit Loan Commitments and/or the Lessor Parties Commitment except as otherwise provided in Section 2.5 of either Loan Agreement, Sections 5.89.1, 5A.6 9.2 and 9.3 of this Agreement and Section 5A.1 of this Agreement, (ii) extend the scheduled date of maturity of any Lessor AdvanceNote, (iii) extend the scheduled Expiration Date, (iv) extend any payment date of any Note or the Lessor Advance, (v) reduce the stated rate of interest payable on any Note, reduce the stated Lessor Yield (other than as a result of waiving the applicability of any post‑default increase in interest rates or Lessor 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 any of the Lessor PartiesMortgage Lenders, (ix) the Credit Lenders or the Lessor, reduce the Fees under this Agreement, (x) extend the scheduled date of payment of the Fees, Fees or (xiexcept in accordance with Section 5.18) extend the expiration date of the Mortgage Loan Commitments, the Credit Loan Commitments or the Lessor Parties Commitment, modify any provision of the Operative Agreements requiring ratable payment among the Financing Parties (xiiexcluding 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 Financing Parity is an affected party with respect to the matter described in such provision or (ii) terminate, amend, modify, extend, supplement, restate, replace waive or waive modify any provision of this Section 12.4, (xiii) 12.4 or reduce the percentages specified in the definitions of “Majority Secured Parties”, (xiv) or release a material portion of the Collateral (except in accordance with Section 8.8(a)), (xv8.8) or release 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 any Credit Party to the Lessor or any Financing Party under the Operative Agreements. Additionally, in no event shall Section 8.6 be terminatedor (iii) terminate, amendedamend, supplementedsupplement, waived waive or modified without the consent modify any provision of the AgentArticle 7 of either Loan Agreement. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the Mortgage Lenders, the Credit Lenders and the 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. For the avoidance of doubt, the parties to this Agreement agree that, except as provided in Sections 5.8 and 11.811.6, any increase in the Mortgage Loan Commitments of the Mortgage Lenders, any increase in the Credit Loan Commitments of the Credit Lenders and/or any increase in the Lessor Parties Commitment of the Lessor Parties shall be a matter decided as a Unanimous Vote Matter. Notwithstanding In addition to the foregoing, and notwithstanding any assignments to the Engagement Letter may be amendedAgent pursuant to the Operative Agreements, modified, extended, supplemented, restated, replaced or waived, or a consent with respect thereto may be grantedthe 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 only by an instrument in writing signed 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 amendment of Articles XX or XXI of the Lease or the definitions of Excepted Payments, Termination Value or Maximum Residual Guarantee Amount or Section 12.9 hereof (or any defined terms used therein), (iv) give a direction to 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 rights of the Lessor under Section 5.14 of this Agreement. The Lessor shall not, without its consent, be required to take any action at the direction of the Lessee or the Agent that would increase the Lessor’s obligations under the Operative Agreements. The retention of rights by the parties theretoLessor 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 Lessor Party Credit Lender and no Defaulting Mortgage Lender 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 Credit Lenders or all Mortgage Lenders or each affected Lessor Party Credit Lender or Mortgage Lender may be effected with the consent of the applicable Lessor Parties Credit Lenders other than Defaulting Lessor PartyCredit Lenders and the applicable Mortgage Lenders other than Defaulting Mortgage Lenders), except that (A) the Lessor Parties Credit Loan Commitment of any Defaulting Lessor Party Credit Lender may not be increased or extended without the consent of such Lessor PartyCredit 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 (BC) any termination, amendment, supplement, waiver or modification requiring the consent of all Lessor Parties Credit Lenders or all Mortgage Lenders or each affected Lessor PartyCredit Lender or Mortgage Lender, that by its terms affects any Defaulting Lessor Party Credit Lender or Defaulting Mortgage Lender disproportionately adversely relative to other affected Lessor Parties Credit Lenders and Mortgage Lenders shall require the consent of such Defaulting Lessor PartyCredit Lender or Defaulting Mortgage Lender, as applicable; (ii) each Lessor Party Credit Lender and Mortgage Lender is entitled to vote as such Lessor Party Credit Lender or Mortgage Lender sees fit on any bankruptcy reorganization plan that affects the Lessor AdvancesCredit Loans or Mortgage Loans, and each Lessor Party 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 binding on all of the Lessor PartiesCredit Lenders, the Mortgage Lenders and the Lessor. If any Lessor Party Lender does not consent to a proposed termination, amendment, supplement, waiver, modification or consent with respect to any Operative Agreement that requires the consent of each Lessor Party 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 Lessee Borrower (subject to Sections 9.1(f) and 9.2(f)) may replace such Non-Consenting Lessor Party Lender in accordance with a required assignment of the Lessor PartyLender’s interests pursuant to Section 5A.7(b)2.7(b) of the Credit Loan Agreement or Section 2.7(b) of the Mortgage Loan Agreement, as applicable; provided, that such termination, amendment, supplement, waiver, modification or consent can be effected as a result of such assignment (together with all other such assignments required by the Lessee to be made pursuant to this paragraph).

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. Except with regard to the Unanimous Vote Matters and each other exception expressly set forth in any Operative Agreement, each Operative Agreement only Each Basic Document may be terminated, amended, supplemented, waived or modified by, or consent granted by, only by an instrument in writing signed by the Majority Secured Financing Parties and each Credit Party, Party (to the extent such Credit Party is a party to such Basic Document); provided, to the extent no Default or Event of Default shall have occurred and be continuing, the Majority 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 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 pursuant to Section 20.1(a) or (c) of the Lease 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 Financing Party) the Agent. In addition, (i) the Unanimous Vote Matters shall require the consent of each 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 or consent shall, without the consent of the Agent and, to the extent affected thereby, the Lessor Parties, in all cases without the need for any consent from any Defaulting Lessor each Financing 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 the amount of any Note or increase the Lessor Parties Commitment except as otherwise provided in Sections 5.8Funding, 5A.6 and 9.3 of this Agreement, (ii) extend the scheduled date of maturity of any Lessor AdvanceNote, (iii) extend the scheduled Expiration Date, (iv) extend any payment date of any Note or Lessor AdvanceFunding or extend the term of the Lease pursuant to Section 21.1 thereof (unless such Financing Party’s outstanding Loans or Lessor Fundings, (v) 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 or reduce the stated Yield payable on the Lessor Yield Fundings (other than as a result of waiving the applicability of any post‑default post-default increase in Lessor interest rates or Yield), (vi) increase the amount of any Financing Party’s Commitment, 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 any of the Lessor Partiessuch Financing Party, or (ix) reduce the Fees under this Agreement, (x) extend the scheduled date of payment of the Fees, (xi) extend the expiration date of the Lessor Parties Commitment, (xiiii) terminate, amend, modify, extend, supplement, restate, replace waive or waive modify any provision of this Section 12.4, (xiii) 11.5 or reduce the percentages percentage specified in the definitions definition of “Majority Secured Financing Parties”, (xiv) or release a material portion of the Collateral (except in accordance with Section 8.8(a))7.3 of the Credit Agreement) or release the Lessor, (xv) release the Lessee or any Credit Party Alternative Lessee from its obligations under any Operative Agreement (except in accordance with Section 8.8(b)) or (xvi) otherwise alter any payment obligations of the Lessor, the Lessee or any Credit Party Alternative Lessee to the Lessor or any other Financing Party under the Operative Agreements. Additionally, 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 in no event shall a manner that would alter the pro rata sharing of payments as set forth in Section 8.6 be terminated, amended, supplemented, waived or modified 2.7 thereof without the written consent of the Agenteach Financing Party affected thereby. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the Lessor 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. For If at a time when the avoidance conditions precedent set forth in the Operative Agreements to any Loan are, in the opinion of doubtthe Majority Financing Parties, satisfied, 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 parties Defaulting Lender shall (unless the Lessee and the Majority Financing Parties, determined as if the Defaulting Lender were not a “Lender”, shall otherwise consent in writing) be deemed for all purposes relating to this Agreement agree thatterminations, except as provided in Sections 5.8 and 11.8amendments, any increase in supplements, waivers or modifications under the Lessor Parties Commitment of the Lessor Parties Operative Agreements to have no Loans, shall not be a matter decided treated as a Unanimous Vote Matter. Notwithstanding “Lender” when performing the foregoingcomputation of Majority Financing Parties, the Engagement Letter may be amendedand shall have no rights under Section 11.5, modified, extended, supplemented, restated, replaced or waived, or a consent with respect thereto may be granted, in each case only by an instrument in writing signed by the parties thereto. Notwithstanding anything provided that any action taken pursuant to the contrary herein, (i) no Defaulting Lessor Party second paragraph of this Section 11.5 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 not be effected with the consent of the applicable Lessor Parties other than Defaulting Lessor Party), except that (A) the Lessor Parties Commitment of effective against 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 Lender unless 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 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 Operative Agreement that requires the consent of each Lessor Party and that Lender has been approved by the Majority Secured Parties, the Lessee may replace such Non-Consenting Lessor Party in accordance with a required assignment of the Lessor Party’s interests pursuant to Section 5A.7(b); provided, that such termination, amendment, supplement, waiver, modification or consent can be effected as a result of such assignment (together with all other such assignments required by the Lessee to be made pursuant to this paragraph)consented thereto.

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. Except with regard to the Unanimous Vote Matters and each other exception expressly set forth in any Operative Agreement, each Operative Agreement only Each Basic Document may be terminated, amended, supplemented, waived or modified by, or consent granted by, only by an instrument in writing signed by by, subject to Article VIII of the Trust Agreement regarding termination of the Trust Agreement, the Majority Secured Parties and each Credit Party, Party (to the extent such Credit Party is a party to such Operative Agreement. Notwithstanding Basic Document); provided, to the foregoingextent no Default or Event of Default shall have occurred and be continuing, no such termination, amendmentthe Majority Secured Parties shall not amend, supplement, waiver waive or modification modify any provision of any Basic Document in such a manner as to adversely affect the rights or obligations of any Credit Party without the prior written consent shall(not to be unreasonably withheld or delayed) of such Credit 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 and, to the extent affected therebyAgent. In addition, 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”) Matters shall require the consent of each Lender and each Holder affected by such matter. (i) reduce or increase the Lessor Parties Commitment Lender Commitments and/or the Holder Commitments except as otherwise provided in Sections 5.8, 5A.6 Section 2.5 of the Credit Agreement and 9.3 Section 3.1(e) of this the Trust Agreement, (ii) extend the scheduled date of maturity of any Lessor AdvanceNote, (iii) extend the scheduled Expiration Date, (iv) extend any payment date of any Lessor AdvanceNote or Certificate, (v) reduce the stated Lessor 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 post-default increase in Lessor Yieldinterest rates or Holder Yields), (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 Holder, reduce any of Lender Facility Fees or any Holder Facility Fees payable to such Lender or Holder (as the Lessor Parties, (ixcase may be) reduce under the Fees under this Participation Agreement, (x) extend the scheduled date of payment of any Lender Facility Fees or any Holder Facility Fees payable to such Lender or Holder (as the Fees, (xicase may be) or extend the expiration date of such Lender's Commitment or the Lessor Parties CommitmentHolder Commitment of such Holder, or (xiiii) terminate, amend, modify, extend, supplement, restate, replace waive or waive modify any provision of this Section 12.4, (xiii) 12.4 or reduce the percentages specified in the definitions of “Majority Lenders, Majority Holders or Majority Secured Parties”, (xiv) 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(a)), (xv8.8) or release 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 any Credit Party to the Lessor or any Financing Party under the Operative Agreements. Additionally, in no event shall or (iii) terminate, amend, supplement, waive or modify any provision of Section 8.6 be terminated, amended, supplemented, waived or modified without the consent 7 of the Credit Agreement, or (iv) permit Advances for Work in excess of the Construction Budget, or (v) 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. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the Lessor Parties 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. For the avoidance of doubt, the The parties to this Agreement agree that, except as provided in Sections 5.8 and 11.8, that any increase in the Lessor Parties Lender Commitment of any Lender and/or any increase in the Lessor Parties Holder Commitment of any Holder shall be a matter decided by the Majority Secured Parties and not as a Unanimous Vote Matter. Notwithstanding If at a time when the foregoingconditions 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 Engagement Letter may 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 amendeddeemed for all purposes relating to terminations, modifiedamendments, extendedsupplements, supplementedwaivers or modifications under the Operative Agreements to have no Loans, restated, replaced or waived, or a consent with respect thereto may be granted, in each case only by an instrument in writing signed by the 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 treated as a "Lender" when performing the computation of Majority Lenders 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 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 Operative Agreement that requires the consent of each Lessor Party and that has been approved by the 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 may replace such Non-Consenting Lessor Party and the Majority Holders, determined as if the Defaulting Holder were not a "Holder", shall otherwise consent in accordance with 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 required assignment "Holder" when performing the computation of the Lessor Party’s interests 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 5A.7(b); provided, that such termination, amendment, supplement, waiver, modification or consent can 12.4 shall not be effected effective as a result of such assignment (together with all other such assignments required by against the Lessee to be made pursuant to this paragraph)Defaulting Holder.

Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. 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 by, or consent granted by, an instrument in writing signed by the Majority Secured Parties and each Credit Party, to the extent such Credit 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, 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 Lessor Parties Commitment except as otherwise provided in Sections 5.8, 5A.6 and 9.3 of this Agreement, (ii) extend the scheduled date of maturity of any Lessor Advance, (iii) extend the scheduled Expiration Date, (iv) extend any payment date of any Lessor Advance, (v) reduce the stated Lessor Yield (other than as a result of waiving the applicability of any post‑default post-default increase in Lessor 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 any of the Lessor Parties, (ix) reduce the Fees under this Agreement, (x) extend the scheduled date of payment of the Fees, (xi) extend the expiration date of the Lessor Parties Commitment, (xii) terminate, amend, modify, extend, supplement, restate, replace or waive any provision of Section 8.3B of this Agreement or this Section 12.4, (xiii) reduce the percentages specified in the definitions of “Majority Secured Parties”, (xiv) release a material portion of the Collateral (except in accordance with Section 8.8(a)), (xv) release 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 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 modified without the consent of the Agent. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the 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. For the avoidance of doubt, the parties to this Agreement agree that, except as provided in Sections 5.8 and 11.8, any increase in the Lessor Parties Commitment of the Lessor Parties shall be a matter decided as a Unanimous Vote Matter. Notwithstanding the foregoing, the Engagement Letter may be amended, modified, extended, supplemented, restated, replaced or waived, or a consent with respect thereto may be granted, in each case only by an instrument in writing signed by the 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 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 Operative Agreement that requires the consent of each Lessor Party and that has been approved by the Majority Secured Parties, the Lessee may replace such Non-Non- Consenting Lessor Party in accordance with a required assignment of the Lessor Party’s interests pursuant to Section 5A.7(b); provided, that such termination, amendment, supplement, waiver, modification or consent can be effected as a result of such assignment (together with all other such assignments required by the Lessee to be made pursuant to this paragraph).or