Common use of Unanimous Consent Clause in Contracts

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) subject the Lenders to any additional obligations or increase the commitment of any Lender; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations of Borrower or Guarantor; (v) modify or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documents; (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at shall obtain the written direction consent of the Lenderseach Holder (other than a Related A-2 Holder), do prior to taking any of the following:following actions (each, a “Unanimous Consent Decision”): (ia) subject any modification or waiver of a monetary term of the Lenders to Mortgage Loan (except that Agent may waive any additional obligations or increase the commitment of any Lenderall default interest and/or late fees in its sole discretion); (iib) reduce any modification or waiver of a material non-monetary term of the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Mortgage Loan; (iiic) reduce any modification or waiver that would result in (i) the amount extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration of the Maturity Date, (ii) a reduction in the interest rate or the monthly debt service payment or Prepayment Premium payable on the Mortgage Loan or a loss of the right to receive any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any such payment of principal of, or interest on, the Loan (including, without limitation, any accrued interest) or any fee (other than one month’s late charge), (iii) a deferral or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or (v) an increase or reduction in the principal amount of the Mortgage Loan (other than an increase as a result of Servicing Advances); (d) any waiver of an Event of Default; (e) except as provided in Section 5.03 below, to accelerate the Maturity Date) , commence foreclosure proceedings, accept the conveyance of title to the Mortgaged Property in lieu of foreclosure or otherwise, commence any proceedings to collect any amounts owing or claimed to be owing under any guaranty, appoint or request the appointment of a receiver for the payment Mortgaged Property, collect rents from the Mortgaged Property, take possession of fees the Mortgaged Property or otherwise exercise any other monetary Obligations of Borrower or Guarantorenforcement remedies; (vf) modify any release of the Borrower or amend any guarantor from liability with respect to the organizational documents Mortgage Loan or any modification to, waiver of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectprovision of, or release of, any guaranty or indemnity agreement; (vig) change any substitution or release of collateral for the Pro Rata SharesMortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (viih) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner modification to the number or percentage of the Lenders Holders required to make any determinations or waive receive any rights hereunder or to modify any provision hereofhereunder; (ixi) release any Guarantor from its obligations under subordination of the Guaranty except as permitted, and in accordance with, Liens created by the Loan DocumentsDocuments to any other liens securing indebtedness of Borrower or otherwise; and (j) consent to any senior or subordinate financing and any loan that may replace it; (xk) waive any waiver of or determination not to enforce a Default under Section 11.1(a“due-on-sale” or “due-on-encumbrance” clause or any other restriction on the sale or transfer of the Mortgaged Property or any portion thereof (but not any sale or transfer of any REO Property) or (b)on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (xil) release the voting on any plan of reorganization, restructuring or dispose similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any Collateral unless released other matter for which the approval or disposed consent of as permitted bythe A-2 Holder is required hereunder, and in accordance withincluding, without limitation, the Loan Documents; or (xiimatters described in Section 3.07(d) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementhereof.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.6) or subject the Lenders to any additional obligations or increase the commitment of obligations, except for any Lenderincreases contemplated under Section 2.14; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Loans or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder, other than Fees payable to Administrative Agent pursuant to the Fee Letter; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Loans or for the payment of fees Fees (other than Fees to Administrative Agent pursuant to the Fee Letter) or any other monetary Obligations Obligations, or extend the expiration date of Borrower or Guarantorany Letter of Credit beyond the Termination Date; (v) modify change the Pro Rata Shares (excluding any change as a result of an assignment of Commitments permitted under Section 13.6 or amend the organizational documents an increase of Borrower in any manner that could be reasonably expected Commitments effected pursuant to have a Material Adverse EffectSection 2.14); (vi) change the Pro Rata Shares; (vii) amend this Section 13.7 or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this SectionSection 13.7; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permittedcontemplated under Section 8.14; (ix) modify the definitions of the terms “Maximum Availability” or “Pool Value” (or the definitions used in such definition or the percentages or rates used in the calculation thereof), and in accordance withor modifying the provisions of Sections 2.1(a)(i), the Loan Documents2.8(b)(ii) or 2.13 which utilize such terms; (x) waive a Default or Event of Default under Section 11.1(a) or (bSection 11.1(l)(i);; or (xi) release amend, or dispose of any Collateral unless released or disposed of as permitted by, and in accordance waive the Borrower’s compliance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementSection 2.8(b)(ii).

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Loans permitted under Section 10.21 or, for the avoidance of doubt, any Protective Advances permitted under Section 13.19) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations obligations of Borrower or Guarantor; (v) modify change any Lender’s pro rata share of payments made or amend the organizational documents received in connection with any Loan (excluding any change as a result of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectan assignment of Loans permitted under Section 9.1); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) except and only to the extent contemplated under any Guaranty, release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documentsany Guaranty; (xix) waive a Default under Section 11.1(a) or (b10.1(a); (x) consent to any Transfer that is not a Permitted Transfer; or (xi) release or dispose of any Collateral collateral for the Loan unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementSection 13.19.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 12.12) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) except for waivers permitted under Section 12.11(a), reduce the amount of any fees payable to the Lenders hereunder; (iv) except for waivers permitted under Section 12.11(a), postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations obligations of Borrower or Guarantor; (v) modify or amend change the organizational documents Pro Rata Shares (excluding any change as a result of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectan assignment of Commitments permitted under Section 12.12); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsGuaranty; (xix) waive a Default under Section 11.1(a) or (b10.1(a);; or (xix) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubtSection 11.7, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementor as otherwise expressly permitted under this Agreement.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders directly affected thereby (or the Administrative Agent at the written direction of the all of such Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.7.) or subject the Lenders to any additional obligations or increase the commitment of except for any Lenderincreases contemplated under Section 2.12.; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Loans or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Loans or for the payment of fees Fees or any other monetary Obligations of Borrower or GuarantorObligations; (v) modify or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect; (vi) change the definitions of Revolving Commitment Percentages, Term Loan Shares or Pro Rata Shares; (viivi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documentscontemplated under Section 8.13.(d); (ix) waive a Default or Event of Default under Section 11.1.(a); (x) amend, or waive a Default under the Borrower’s compliance with, Section 11.1(a) or (b);2.11.; or (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementamend Section 3.2.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders directly affected thereby (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Loans or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunderhereunder (except that any change in Fees payable to the Administrative Agent for its own account shall not require the consent of any Lender other than the Administrative Agent); (iv) except for waivers permitted under the last sentence of Section 13.7(a), postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Loans or for the payment of fees Fees or any other monetary Obligations (including without limitation any extension of Borrower or Guarantorthe Maturity Date except in accordance with Section 2.15.); (v) modify change the definitions of Commitment Percentage or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectPro Rata Share; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term terms “Required Approval Lenders,” “Requisite Lenders” or “Super-Majority Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documentscontemplated by Section 4.2.; (ix) waive a Default or Event of Default under Section 11.1.(a); (x) amend, or waive a Default under the Borrower’s compliance with, Section 11.1(a) or (b);2.16; or (xi) release or dispose of any Collateral collateral unless released or disposed of as permitted by, and in accordance with, Section 12.3 or Section 4.2. Notwithstanding the Loan Documents; or provisions of Section 3.9.(a)(ii), no action shall be taken under clauses (xiii), (ii), (iii) subordinate the lien of the Deed of Trust other than to or (iv) above that would affect a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in Defaulting Lender without its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementwritten consent.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders directly affected thereby (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) subject increase the Individual Loan Commitment of the Lenders to (excluding any additional obligations increase as a result of an assignment of Loans permitted under Section 12.1(b)) or increase convert or exchange the commitment of Loans for any Lenderother indebtedness, or cross-default the Loans with any other indebtedness; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, of the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the any Loan (including, without limitation, including the Maturity Date) or for the payment of fees or any other monetary Obligations obligations of Borrower or GuarantorSponsor; (v) modify or amend the organizational documents of Borrower in change any manner that could be reasonably expected to have a Material Adverse Effect; (vi) change the Lender’s Pro Rata Shares; (viivi) amend this Section 12.2(b) or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty or the Environmental Indemnity except as permitted, and in accordance with, the Loan Documentsexpressly contemplated by its terms; (ix) waive a Default or Event of Default under Section 8.1(a); (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of except as expressly permitted by, and in accordance with, by the Loan Documents; (xi) accelerate the Loan after the occurrence of an Event of Default; (xii) consent to any further Liens or encumbrances on the Property or the pledge of the direct or indirect interests in Borrower; (xiii) execute any agreement providing for the subordination of the Loan, or the Lien of the Mortgages, to any other interest which would constitute a Lien on the Properties; or (xiixiv) subordinate the lien consent to any Transfer of the Deed of Trust other than to a Permitted Easement. For Loan by the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementBorrower.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 11.13) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations obligations of Borrower or Guarantor; (v) modify or amend change the organizational documents Pro Rata Shares (excluding any change as a result of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectan assignment of Commitments permitted under Section 11.13); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section;; ws4E6.tmp 36 (viiivii) modify the definition of the term “"Requisite Lenders” " or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsGuaranty; (xix) waive a Default under Section 11.1(a) or (b9.1(a);; or (xix) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementSection 10.7.

Unanimous Consent. Notwithstanding the foregoingforegoing or anything herein or in the other Loan Documents to the contrary, in addition to those matters herein and in the other Loan Documents that expressly require the unanimous consent of all of the Lenders, no amendment, waiver or consent (except with respect to any fee letter solely between the Borrower and Agent regarding fees owed only to the Administrative Agent) shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent Agent, at the written direction of the Lenders), but excluding any Defaulting Lender, do any of the following: (i) increase the Individual Loan Commitments of the Lenders (excluding any increase as a result of an assignment of any Individual Loan Commitments permitted under Section 11.15 hereof) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, of the LoanLoans; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or and/or interest on, on the Loan (including, without limitation, the Maturity Date) or for the payment of fees any Fees or any other monetary Obligations of payments due and payable by Borrower hereunder or Guarantorunder the other Loan Documents; (v) modify or amend change the organizational documents Pro Rata Shares (excluding any change as a result of Borrower in an assignment of any manner that could be reasonably expected to have a Material Adverse EffectIndividual Loan Commitment permitted under Section 11.15 hereof); (vi) change the Pro Rata Shareswaive any requirement to deliver or maintain an Interest Rate Protection Agreement; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or of percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) permit any Prohibited Transfer or permit any assignment by Borrower pursuant to Section 6.4 hereof. (x) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, unless expressly permitted pursuant to the terms hereof or under the other Loan Documents; (xxi) waive a Default or Event of Default under Section 11.1(a10.1(a)(A) or (b)B) hereof; (xixii) amend or otherwise waive the requirements of Section 10.2(g) hereof; or (xiii) release or dispose of the Property or any Collateral portion thereof unless released or disposed of as permitted by, and in accordance withwith the express terms hereof. Wherever any approval, consent or direction herein or in any other Loan Document is required by “each Lender” or “Lenders” it shall mean that such approval, consent or direction must be agreed to by the Loan Documents; or (xii) subordinate the lien unanimous consent of all of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementLenders.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of all of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.7.) or subject the Lenders to any additional obligations or increase the commitment of except for any Lenderincreases contemplated under Section 2.16.; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Loans or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Loans or for the payment of fees Fees or any other monetary Obligations of Borrower or GuarantorObligations; (v) modify change the Commitment Percentages (excluding any change as a result of an assignment of Commitments permitted under Section 13.7. or amend the organizational documents an increase of Borrower in any manner that could be reasonably expected Commitments effected pursuant to have a Material Adverse EffectSection 2.16.;); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documentscontemplated under Section 8.13.(d); (ix) waive a Default or Event of Default under Section 11.1.(a); (x) amend, or waive a Default under the Borrower’s compliance with, Section 11.1(a) or (b);2.15.; or (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementamend Section 3.2.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.13) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations obligations of Borrower or Guarantor; (v) modify or amend change the organizational documents Pro Rata Shares (excluding any change as a result of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectan assignment of Commitments permitted under Section 13.13); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty its guaranty except as permitted, and expressly permitted in accordance with, the Loan Documentsits guaranty; (xix) waive a Default under Section 11.1(a) or (b); (xix) release or dispose of any Collateral Collateral, unless released or disposed of as permitted by, and in accordance with, the Loan DocumentsSection 12.7; or (xiixi) subordinate the lien amend or waive Borrower’s obligation to repay any outstanding portion of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, Loan in its reasonable discretion, the subordination excess of the lien of any Deed of Trust to any Permitted EasementAggregate Commitment, as provided in Section 2.1(b).

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.13) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations obligations of Borrower Borrowers or Guarantor; (v) modify or amend change the organizational documents Pro Rata Shares (excluding any change as a result of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectan assignment of Commitments permitted under Section 13.13); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsGuaranty; (xix) waive a Default under Section 11.1(a) or (b); (xix) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan DocumentsSection 12.7; or (xiixi) subordinate the lien amend or waive Borrowers’ obligation to repay any outstanding portion of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, Loan in its reasonable discretion, the subordination excess of the lien of any Deed of Trust to any Permitted EasementAggregate Commitment, as provided in Section 2.1(b).

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of all of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.5.) or subject the Lenders to any additional obligations or increase the commitment of except for any Lenderincreases contemplated under Section 2.16.; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Loans or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Loans or for the payment of fees Fees or any other monetary Obligations Obligations, or extend the expiration date of Borrower any Letter of Credit beyond the Termination Date or Guarantorotherwise change the Termination Date other than in accordance with Section 2.13.; (v) modify change the Pro Rata Shares (excluding any change as a result of an assignment of Commitments permitted under Section 13.5. or amend the organizational documents an increase of Borrower in any manner that could be reasonably expected Commitments effected pursuant to have a Material Adverse EffectSection 2.16.;); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documentscontemplated under Section 8.13.(d); (ix) waive a Default or Event of Default under Section 11.1.(a); (x) amend, or waive a Default under the Borrower’s compliance with Section 11.1(a) or (b2.7.(b); (xi) amend or waive the Borrower’s compliance with Section 10.4.; (xii) release or dispose of any Collateral Property unless released or disposed of as permitted by, and in accordance with, the Section 4.2.; (xiii) amend, or waive a Loan DocumentsParty’s compliance with Section 10.1.(a); or (xiixiv) subordinate modify the lien definitions of the Deed of Trust other than to a Permitted Easement. For terms “Total Liabilities”, “Gross Asset Value”, “Operating Property Value”, “Borrowing Base” (or the avoidance of doubt, definitions used in such definitions or the Administrative Agent shall have percentages or rates used in the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementcalculation thereof).

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders other than any Defaulting Lender (or the Administrative Agent at the written direction of the LendersLenders other than any Defaulting Lender), do any of the following: (i) increase the principal amount of the Loan held by each Lender (excluding any increase (x) pursuant to Section 2.14. or (y) as a result of an assignment of a Lender’s Loan permitted under Section 11.5.) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the LoanLoans or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) modify the definition of the term “Termination Date” or postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) Loans or for the payment of fees Fees or any other monetary Obligations of Borrower or GuarantorObligations; (v) modify change the Pro Rata Shares (excluding any change as a result of any increase in the amount of the Loans pursuant to Section 2.14. or amend the organizational documents an assignment of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectLoans permitted under Section 11.5.); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documents;contemplated under Section 7.15.(c); or (xix) waive a Default or Event of Default under Section 11.1(a) or (b9.1.(a); (xi) release or dispose of any Collateral unless released or disposed of , except as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementcontemplated by Section 9.6.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.11) or subject the Lenders to any additional obligations or increase the commitment of except for any Lenderincreases contemplated under Section 2.6; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Borrowings or other Obligation; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) change the definition of Maturity Date or postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Borrowings or for the payment of fees or any other monetary Obligations Obligation, or extend the expiration date of Borrower or Guarantorany LC beyond the Termination Date; (v) modify change the Pro Rata Shares (excluding any change as a result of an assignment of Commitments permitted under Section 13.11 or amend the organizational documents an increase of Borrower in any manner that could be reasonably expected Commitments effected pursuant to have a Material Adverse EffectSection 2.6); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Required Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documents; (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) subject the Lenders to any additional obligations or increase the commitment of any Lender; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations of Borrower or Guarantor; (v) modify or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner (including by modifying or removing any provision which expressly requires the consent of the Requisite Lenders or all Lenders) the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documents; (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of all of the Lenders), do any of the following: (i) increase the amount of the Loan, increase the Commitment of any Lender (excluding any increase of a Lender's Commitment effected in accordance with Section 2.12), or otherwise subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Advances or other Obligations; (iii) waive the payment of, or reduce the amount of of, any fees Fees payable to the Lenders hereunder; provided, however, the Agent shall be authorized on behalf of all the Lenders, without the necessity of any notice to, or further consent from, any Lender, to waive the imposition of the late fees provided in Section 2.8, up to a maximum of 2 times per calendar year; (iv) postpone any date fixed for any payment of principal of, or interest on, any Advances or for the Loan (payment of Fees or any other Obligations including, without limitation, extend the Maturity Date) or for Date (excluding any extension of the payment of fees or any other monetary Obligations of Borrower or GuarantorMaturity Date effected in accordance with Section 2.13); (v) modify or amend change the organizational documents Pro Rata Shares (excluding any change as a result of Borrower in any manner that could be reasonably expected an assignment of Advances permitted under Section 12.5 and an increase of Commitments effected pursuant to have a Material Adverse EffectSection 2.12); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of provisions contained in this Section; (viiivii) modify the definition of the term “"Requisite Lenders” " or Supermajority Lenders or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor the Parent from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsParent Guaranty; (ix) waive a Default or Event of Default under Section 10.1(a); or (x) waive a Default under amend Section 11.1(a9.1(b) or (b); (xiSection 9.1(k) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, modify the Loan Documents; or (xii) subordinate the lien definition of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubtterms "Adjusted Asset Value," "EBITDA", the Administrative Agent shall have the sole right to approve"Gross Asset Value", in its reasonable discretion"Indebtedness", the subordination of the lien of any Deed of Trust to any Permitted Easement"Leverage Ratio" or "Total Liabilities".

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the principal amount of the Loans of the Lenders (excluding any increase as a result of an assignment of Loans permitted under Section 13.7.) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Loans or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Loans or for the payment of fees Fees or any other monetary Obligations of Borrower or GuarantorObligations; (v) modify or amend change the organizational documents Pro Rata Shares (excluding any change as a result of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectan assignment of Loans permitted under Section 13.7. ); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documentscontemplated under Section 8.13.; (ix) waive a Default or Event of Default under Section 11.1.(a); or (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, modify the Loan Documents; or (xii) subordinate the lien definitions of the Deed of Trust other than to a Permitted Easement. For terms “Maximum Loan Availablity”, or “Unencumbered Pool Value” (or the avoidance of doubt, definitions used in such definition or the Administrative Agent shall have percentages or rates used in the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementcalculation thereof).

Unanimous Consent. Notwithstanding (A) An amendment or waiver that has the foregoingeffect of changing or which relates to: (1) an increase or decrease in the amount of any Loan or a lengthening or shortening of any Availability Period or any amendment to the definition of the Final Repayment Date; or (2) a reduction in the rate or rates of interest payable hereunder or in the amount of or the due date for, no amendmentinterest, waiver fees or any other payment owing or to become owing to any of the Lenders hereunder; or (3) any provision relating to prepayment or scheduled payment of principal or interest; or (4) the definition of Majority Lenders or this clause; or (5) the provisions of clause 26 (Sharing Among Lenders); or (6) any provision which expressly requires the consent shall, unless of all the Lenders; or (7) any condition precedent to the availability for drawing of sums hereunder; or (8) clause 2.2 (Finance Party's rights and obligations) or clause 21 (Changes to the Lenders); or (9) a change to the Borrower; or (10) the currency in writing, and signed by which any Loan is denominated. shall not be made without the prior written consent of all of the Lenders. (B) Regardless of any other provision in this Agreement, no waiver amendment, supplement or modification shall be effective without the consent of the Agent, the Co-ordinating Arranger or the Lenders (as the case may be) if any such waiver, amendment, supplement or the Administrative Agent at the written direction of the Lenders)modification would otherwise amend, do modify or waive any of the following: rights of the Agent, the Co-ordinating Arranger or the Lenders (ias the case may be) under any of the Finance Documents or (in each case) subject the Lenders any of them to any additional obligations under such documents or increase the commitment of amend any Lender; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations of Borrower or Guarantor; (v) modify or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documents; (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementthem.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all each of the Lenders directly and adversely affected thereby (or the Administrative Agent at the written direction of the such Lenders), do any of the following: (i) increase or extend the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.6) or subject the Lenders to any additional obligations or increase the commitment of except for any Lenderincreases contemplated under Section 2.16; (ii) reduce the principal of, or interest rates that have accrued or that will be charged (subject to the last sentence of Section 13.7(f)) on the outstanding principal amount of, the LoanLoan or other Obligations (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing); provided, however, that only the written consent of the Requisite Lenders shall be required (x) for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate” and (y) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any on which a scheduled payment of principal ofof the Loan, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees any Fees or any other monetary Obligations of Borrower or GuarantorObligations, is to be made; (v) modify change the definitions of Commitment Percentage or Pro Rata Share or amend or otherwise modify the organizational documents provisions of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectSection 3.2; (vi) change the Pro Rata Sharesamend subsection (a) or this subsection (b) of this Section 13.7; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner that reduces the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any (A) all or substantially all of the Subsidiary Guarantors from their obligations under the Guaranty (except as contemplated by Section 8.14 or 8.15) or release the Parent Guarantor from its obligations under the Guaranty Guaranty, or (B) all or substantially all of the value of the Collateral (except as permitted, and in accordance with, contemplated by Sections 8.15 or 13.7(g)) or all or substantially all of the Loan DocumentsCovenant Relief Collateral (except as contemplated by Sections 8.16 or 13.7(g)); (ix) waive a Default or Event of Default under Section 11.1(a); (x) amend, or waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance the Borrower’s compliance with, the Loan DocumentsSection 2.15; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) except as contemplated by Section 2.12, increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 15.14) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations obligations of Borrower or Guarantor; (v) modify change the Pro Rata Term Loan Shares or amend the organizational documents Pro Rata Revolving Loan Shares (excluding as contemplated by Section 2.12 or any change as a result of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectan assignment of Commitments permitted under Section 15.14); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsGuaranty; (xix) waive a Default under Section 11.1(a) or (b12.1(a);; or (xix) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, Section 14.7, or in Section 2.11 hereof with respect to a Property Release; (xi) except as expressly provided in this Agreement, release any Borrower from its obligations under the Loan Documents or Other Related Documents; (xii) amend the priority of payments set forth in Section 12.8 hereof; or (xiixiii) subordinate permit the lien of the Deed of Trust Properties or any portion thereof to secure any indebtedness or obligations other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementSecured Obligations.

Unanimous Consent. Notwithstanding the foregoingNo amendment or waiver of, no amendment, waiver or consent shallapproval, unless in writingdecision or determination under a Finance Document may be effected without the prior written consent of all Lenders, and signed by which: (a) expressly requires the consent of all Lenders; (b) would have the effect that any part of the Lenders Senior Debt (or other than the Administrative Agent Hedging Liabilities) would be payable at a lower order in the Payment Cascade as at the written direction date of this Agreement; (c) relates to the scope or fundamental nature of any Guarantee or Security Interest created or purported to be created by the Finance Documents or releases any such Guarantee or Security Interest (except, insofar as it relates to a sale or disposal of an asset which is the subject of a Security Interest, where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); (d) relates to the definitions of "Majority Lenders", "Unanimous Lenders", "Hedging Agreement", "Hedging Termination Amount", "Hedge Providers", "Hedging Transaction Date", "Finance Parties", "Senior Debt"; (e) alters the date of payment of any amount under the Finance Documents (except for any decision or determination which may be made by the Supermajority Lenders as provided for in clause 7.3(b) (Mandatory prepayment – Change of Control) or by the Majority Lenders as provided for in clauses 7.6 (Mandatory prepayment – Insurance Proceeds/Compensation Proceeds), do 7.9 (Distribution Withdrawals), 7.12 (Voluntary cancellation) and 7.13 (Voluntary prepayment) of this Agreement, but including by any amendment or waiver of such provisions); (f) increases, reduces, or extends, any commitments under the followingFacility (except for any decision or determination which may be made by the Supermajority Lenders as provided for in clause 7.3(b) (Mandatory prepayment – Change of Control) or by the Majority Lenders as provided for in clauses 7.6 (Mandatory prepayment – Insurance 955371732 182 Proceeds/Compensation Proceeds), 7.9 (Distribution Withdrawals), 7.12 (Voluntary cancellation) and 7.13 (Voluntary prepayment) of this Agreement, but including by any amendment or waiver of such provisions); (g) increases or reduces the amount of any principal, Margin, fees or commission payable under the Finance Documents; (h) relates to any change in currency of payment of any amount under the Finance Documents; (i) extends the Availability Period; (j) relates to the following provisions of this Agreement: (i) subject except as otherwise provided in clause 32.17 (Changes to reference rates), the Lenders to any additional obligations or increase the commitment definition of any Lender"LIBOR"; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanclauses 2.2 to 2.6 (inclusive) (Finance Parties' Rights and Obligations); (iii) reduce the amount of any fees payable to the Lenders hereunderclause 3.1 (Purpose); (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan clause 4.1 (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations of Borrower or GuarantorInitial conditions precedent); (v) modify or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectclause 6 (Repayment); (vi) change clause 7 (Illegality, prepayment and cancellation) (except for any decision or determination which may be made by the Pro Rata SharesSupermajority Lenders as provided for in clause 7.3(b) (Mandatory prepayment – Change of Control) or by the Majority Lenders as provided for in clauses 7.6 (Mandatory prepayment – Insurance Proceeds/Compensation Proceeds), 7.9 (Distribution Withdrawals), 7.12 (Voluntary cancellation) and 7.13 (Voluntary prepayment) of this Agreement, but including by any amendment or waiver of such provisions); (vii) amend this Section or amend clause 28 (Changes to the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this SectionLenders); (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereofclause 41 (Amendments and waivers); (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documentsthis clause 32 (Voting); (x) waive a Default under Section 11.1(a) or clauses 23.10 to 23.12 (bHedging); (xi) release definitions of Sanctioned Country, Sanctioned Entity, Sanctioned Transaction, Sanctioning Body, Sanctions or dispose of any Collateral unless released Sanctions List; or disposed of as permitted by, and in accordance with, the Loan Documents; or 955371732 183 (xii) subordinate the lien of the Deed of Trust other than clauses 14.5 (Sanctions), 20.72 (Anti-Terrorism Laws), 20.73 and 20.74 (Sanctions), 21.32 (Sanctions), 24.26 to a Permitted Easement. For the avoidance of doubt24.28 (Sanctions), the Administrative Agent shall have the sole right 25.5 (Material Project Documents), 27.19 to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement27.21 (Sanctions and Anti-corruption).

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all each of the Lenders directly and adversely affected thereby (or the Administrative Agent at the written direction of the such Lenders), do any of the following: (i) increase or extend the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations or increase the commitment of except for any Lenderincreases contemplated under Section 2.16.; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the LoanLoan or other Obligations (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing); provided, however, that only the written consent of the Requisite Lenders shall be required (x) for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate” and (y) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any on which a scheduled payment of principal ofof the Loan, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees any Fees or any other monetary Obligations of Borrower or GuarantorObligations, is to be made; (v) modify change the definitions of Commitment Percentage or Pro Rata Share or amend or otherwise modify the organizational documents provisions of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectSection 3.2.; (vi) change the Pro Rata Sharesamend subsection (a) or this subsection (b) of this Section 13.7.; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner that reduces the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any (A) all or substantially all of the Subsidiary Guarantors from their obligations under the Guaranty (except as contemplated by Section 8.14.(c or 8.15.) or release the Parent Guarantor from its obligations under the Guaranty Guaranty, or (B) all or substantially all of the value of the Collateral (except as permitted, and in accordance with, the Loan Documentscontemplated by Section 8.15.); (ix) waive a Default or Event of Default under Section 11.1.(a); (x) amend, or waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance the Borrower’s compliance with, the Loan DocumentsSection 2.15; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders directly affected thereby (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations or (the parties acknowledging and agreeing that any increase in Commitments which causes the commitment sum of any Lenderall the Commitments to exceed $560,000,000.00 shall be conclusively deemed to affect all Lenders); (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Loans or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunderhereunder ; provided, however, the Administrative Agent shall be authorized on behalf of all Lenders, without the necessity of any notice to, or further consent from, any Lender, to waive the imposition of the late fees provided in Section 2.7., up to a maximum of three (3) times per calendar year; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Loans or for the payment of fees Fees or any other monetary Obligations of Borrower or Guarantorbeyond the Maturity Date except in accordance with Section 2.12.; (v) modify change the definitions of Revolving Commitment Percentage, Term Loan Share or amend the organizational documents Pro Rata Share (excluding any change as a result of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectan assignment of Commitments permitted under Section 13.6); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “"Requisite Lenders” " or "Supermajority Lenders" or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, contemplated by Section 8.14.(b) or release Parent from the Loan DocumentsParent Guaranty; (ix) waive a Default or Event of Default under Section 11.1.(a); or (x) amend, or waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance the Borrower's compliance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementSection 2.14.

Unanimous Consent. Notwithstanding the foregoingforegoing or anything herein or in the other Loan Documents to the contrary, in addition to those matters herein and in the other Loan Documents that expressly require the unanimous consent of all of the Lenders, no amendment, waiver or consent (except with respect to any fee letter solely between the Borrower and Agent regarding fees owed only to the Administrative Agent) shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent Agent, at the written direction of the Lenders), but excluding any Defaulting Lender, do any of the following:following (it being acknowledged for the avoidance of doubt that all amendments of any Loan Document shall not be effective against any Borrower Party which is a party thereto unless the same shall be in a writing signed by such Borrower Party): (i) increase the Individual Loan Commitments of the Lenders (excluding any increase as a result of an assignment of any Individual Loan Commitments permitted under Section 18.15 hereof) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount ofof the Loans; provided, however, that Administrative Agent may waive any obligation of Borrower to pay interest at the LoanDefault Rate and/or late charges for periods of up to thirty (30) days, and only the consent of the Requisite Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate or late charges thereafter, or to amend the definition of “Default Rate”; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or and/or interest on, on the Loan (including, without limitation, the Maturity Date) or for the payment of any fees or any other monetary Obligations of payments due and payable by Borrower hereunder or Guarantorunder the other Loan Documents; (v) modify or amend change the organizational documents Percentage Shares (excluding any change as a result of Borrower in an assignment of any manner that could be reasonably expected to have a Material Adverse EffectIndividual Loan Commitment permitted under Section 18.15 hereof); (vi) change the Pro Rata Shares[reserved]; (vii) amend this Section Article 18 or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this SectionArticle 18; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) consent to any Sale or Pledge (except as expressly permitted by the Loan Documents without consent) or consent to any other indebtedness secured by the Property or a pledge of the direct or indirect interest in Borrower (except as expressly permitted by the Loan Documents without consent); (x) release the Guarantor of its obligations under any guaranty entered into by Guarantor (except for such releases as may be required pursuant to the terms of the Loan Documents); (xi) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, or any of the other Loan Documents unless expressly permitted pursuant to the terms hereof or under the other Loan Documents; (x) waive a Default under Section 11.1(a) or (b); (xixii) release any Property unless expressly permitted pursuant to the terms hereof or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, under the other Loan Documents; or (xiixiii) subordinate amend or otherwise waive the lien requirements of Section 10.2 hereof. Wherever any approval, consent or direction herein or in any other Loan Document is required by “each Lender” or “Lenders” it shall mean that such approval, consent or direction must be agreed to by the unanimous consent of all of the Deed of Trust Lenders (in each case, other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementDefaulting Lenders).

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of all of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 12.8.) or subject the Lenders to any additional obligations or increase the commitment of except for any Lenderincreases effected pursuant to Section 2.14.; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Loans or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Loans or for the payment of fees Fees or any other monetary Obligations Obligations, or extend the expiration date of Borrower or Guarantorany Letter of Credit beyond the Termination Date (except as otherwise contemplated in Section 2.15.(b)(i)); (v) modify change the Pro Rata Shares (excluding any change as a result of an assignment of Commitments permitted under Section 12.8. or amend the organizational documents an increase of Borrower in any manner that could be reasonably expected Commitments effected pursuant to have a Material Adverse EffectSection 2.14.;); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “"Requisite Lenders” " or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documentscontemplated under Section 8.22.(d); (ix) waive a Default or Event of Default under Section 10.1.(a); or (x) amend, or waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance the Borrower's compliance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementSection 2.13.

Unanimous Consent. Notwithstanding anything in this Agreement to the foregoingcontrary, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do shall not take any of the followingfollowing actions without (i) notifying each Lender in writing of Agent's desire to take such action (such notice being referred to herein as an "Action Notice"), and (ii) receiving the written consent of each Lender to the proposed action described in the Action Notice within fifteen Business Days after receipt by such Lender of such Action Notice (provided, however, that if any such Lender neither consents nor objects in writing to the action described in an Action Notice on or before the last day of said fifteen day period, such Lender, for the purpose of determining whether the condition set forth in this clause (ii) has been satisfied, shall be deemed to have (A) objected to the proposed action if such proposed action is of the type set forth in clauses (c), (d), (e), (h), (i) or (j) below, and (B) consented to all other actions: (ia) subject Waive an Event of Default that arises from the Lenders failure of the Borrowers to any additional obligations make a principal or increase interest payment on the commitment of any LenderLoans on the date such payment is due and payable; (iib) reduce Waive an Event of Default that arises from the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan;breach of a financial covenant set forth in Article X (Financial Covenants) (iiic) reduce Waive an Event of Default that arises from the amount occurrence of any fees payable to the Lenders hereunder; an event described in Section 11.1(h) (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity DateInvoluntary Bankruptcy) or for the payment of fees or any other monetary Obligations of Borrower or Guarantor; Section 11.1(i) (v) modify or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documents; (x) waive a Default under Section 11.1(a) or (bInsolvency; Voluntary Bankruptcy); (xid) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, Extend the Loan Documents; orMaturity Date; (xiie) subordinate Amend the lien Aggregate Revolving Credit Commitment or any Lender's Pro Rata Share; (f) Amend the terms of Section 2.14 (Fees); (g) Amend the Deed definition of Trust other than to a "Requisite Lenders"; (h) Amend the definition of "Fixed Rate", "Floating Rate", "Permitted Easement. For the avoidance of doubtCity Project Advances", the Administrative Agent shall have the sole right to approve, "Permitted Suburban Project Advances" or "Permitted Unique Project Advances" as set forth in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.this Agreement;

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all each of the Lenders directly and adversely affected thereby (or the Administrative Agent at the written direction of the such Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations or increase the commitment of except for any Lenderincreases contemplated under Section 2.16.; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the LoanLoan or other Obligations (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing); (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any on which a scheduled payment of principal ofof the Loan, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees any Fees or any other monetary Obligations of Borrower or GuarantorObligations, is to be made; (v) modify change the definitions of Commitment Percentage or Pro Rata Share or amend or otherwise modify the organizational documents provisions of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectSection 3.2.; (vi) change the Pro Rata Sharesamend subsection (a) or this subsection (b) of this Section 13.7.; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner that reduces the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any all or substantially all of the Subsidiary Guarantors from their obligations under the Guaranty except as contemplated by Section 8.14.(b) or release the Parent Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsGuaranty; (ix) waive a Default or Event of Default under Section 11.1.(a); (x) amend, or waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance the Borrower’s compliance with, the Loan DocumentsSection 2.15; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 11.5. or as a result of increases contemplated under Section 2.13.) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Loans or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) modify the definition of the term "Termination Date" or postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Loans or for the payment of fees Fees or any other monetary Obligations Obligations, or extend the expiration date of Borrower or Guarantorany Letter of Credit beyond the Termination Date; (v) modify change the Pro Rata Shares (excluding any change as a result of an assignment of Commitments permitted under Section 11.5. or amend the organizational documents an increase of Borrower in any manner that could be reasonably expected Commitments effected pursuant to have a Material Adverse EffectSection 2.13.;); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “"Requisite Lenders” " or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documents;contemplated under Section 7.15.(c); or (xix) waive a Default or Event of Default under Section 11.1(a) or (b9.1.(a); (xi) release or dispose of any Collateral unless released or disposed of , except as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementcontemplated by Section 9.8.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 11.13) or subject the Lenders to any additional obligations or increase the commitment (except, in each case, for any Additional Commitment of any Lendera Lender pursuant to a Loan Increase Supplement); (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunderhereunder (except that any change in fees payable to the Administrative Agent for its own account shall not require the consent of any Lender other than Administrative Agent); (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations obligations of Borrower or Guarantor; (v) modify change the Pro Rata Shares (excluding any change as a result of an assignment of Commitments permitted under Section 11.13 or amend the organizational documents of Borrower in any manner that could be reasonably expected pursuant to have a Material Adverse EffectLoan Increase Supplement); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documentsa Guaranty; (ix) waive a Default or Event of Default under Section 9.1(a); (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan DocumentsSection 10.7; or (xiixi) subordinate effect any change, approval or waiver that specifically requires the lien consent of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubtall Lenders under this Agreement (including Sections 7.15, the Administrative Agent shall have the sole right to approve7.21(b), in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement7.22 and 11.13(a)).

Unanimous Consent. Notwithstanding (a) Unless all the foregoingCreditors give their consent, no amendment, waiver or consent shall, unless in writing, and signed by all amendment shall be made that has the effect of the Lenders (changing or the Administrative Agent at the written direction of the Lenders), do any of the followingwhich relates to: (i) subject the Lenders to any additional obligations or increase the commitment definition of any Lender"Majority Creditors" in Clause 1.1 (Definitions); (ii) reduce an extension to the principal ofdate of any scheduled payment of any amount under the Finance Documents, save for mandatory prepayments in accordance with Clause 9.3(b) (Prepayment of Bridge Facilities or interest rates that have accrued or that will be charged on the outstanding principal amount of, the LoanHY Bonds); (iii) reduce a reduction in any applicable Spread except as provided in Clause 10.1 (Calculation of interest) or a reduction in the amount of any payment of principal, interest, fees or other amount payable to a Creditor under the Finance Documents (other than under Clause 12.3 (Alternative basis of interest or funding) or in respect of any fees payable solely to the Lenders hereunderAgent, the Issuing Bank, any Mandated Lead Arranger or any Ancillary Lender, each of which shall only require the consent of the relevant Party entitled thereto); (iv) postpone an increase in or an extension of any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations of Borrower or GuarantorCommitment; (v) modify a change to the Borrowers or amend Guarantors other than in accordance with Clause 26 (Changes to the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectObligors) and paragraph (b) below; (vi) change any provision in a Finance Document which requires the Pro Rata Sharesconsent of all the Creditors; (vii) amend this Section or amend the definitions ranking of the terms used in this Agreement or Creditors' claims under the other Loan Documents insofar as such definitions affect the substance of this SectionIntercreditor Agreement; (viii) modify the definition definitions of the term “Requisite Lenders” "Availability Period", "Certain Funding Basis", "Major Default" or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof"Base Currency"; (ix) release any Guarantor from its obligations under provision of Clause 2.4 (Finance Parties' rights and obligations), Clause 4.3 (Certain Funds Period), Clause 9.6 (Mandatory cancellation), Clause 25 (Changes to the Guaranty except as permittedCreditors), and in accordance withClause 28 (Role of the Agent, the Loan Documents;Mandated Lead Arrangers and the Bookrunners), Clause 29 (The Security Agent and the Security), Clause 31 (Sharing among the Finance Parties), Clause 32 (Payment Mechanics) or this Clause 38; and (x) waive any extension of an Availability Period. (b) Unless Creditors whose Commitments aggregate 90 per cent. or more of the aggregate of the Total Commitments of all the Creditors (being the Super Majority Creditors) give their consent, no Obligor shall be released from its obligations and none of the assets charged by an Obligor under the Security Documents may be released from the Security, other than in respect of a Default disposal permitted under Section 11.1(asection 5.01 (Restriction on disposals) of Schedule 13 (Undertakings) or as contemplated under Clause 27.2 (bSecurity Memorandum);. (xic) release Notwithstanding any other provision in this Agreement, any amendment or dispose waiver which relates to the rights or obligations of any Collateral unless released or disposed of as permitted by, and in accordance withthe Agent, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubtMandated Lead Arrangers, the Administrative Agent shall have the sole right to approve, in its reasonable discretionBookrunners, the subordination Security Agent, the Issuing Bank or an Ancillary Lender under any Finance Document may not be effected without the consent of the lien of any Deed of Trust to any Permitted Easementsuch person.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 16.13) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations obligations of Borrower or Guarantor; (v) modify or amend change the organizational documents Pro Rata Shares (excluding any change as a result of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectan assignment of Commitments permitted under Section 16.13); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsGuaranty; (xix) waive a Default under Section 11.1(a13.1(a); (x) consent to any Transfer not expressly permitted by Section 14.2 of this Agreement or (b)amend the provisions of Section 14.2; (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, Section 15.7, or in Section 2.12 with respect to a partial release of a Release Parcel on the Loan Documentsterms and conditions set forth therein; or (xii) subordinate except as expressly provided in this Agreement, release any Borrower from its obligations under the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.Loan Documents Other Related Documents;

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders directly affected thereby (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) subject increase the Commitments of the Lenders to (excluding any additional obligations or increase the commitment as a result of any Lender;an assignment of Commitments permitted under Section 12.6). (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Loans or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Loans or for the payment of fees Fees or any other monetary Obligations of Borrower or Guarantorexcept in accordance with Section 2.11; (v) modify change the definitions of Revolving Commitment Percentage or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectPro Rata Share; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsGuaranty; (ix) waive a Default or Event of Default under Section 10.1(a); (x) amend, or waive a Default under Borrower’s compliance with, Section 11.1(a) or (b);2.12; or (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien terms of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementthis Agreement.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) subject the Lenders to any additional obligations or increase the commitment commitments of any Lenderthe Lenders; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations obligations of Borrower or Guarantor; (v) modify or amend change the organizational documents Pro Rata Shares (excluding any change as a result of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectan assignment of Portions permitted under Section 12.12); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsGuaranty; (xix) waive a Default under Section 11.1(a) 10.1(a); or (b); (xix) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubtSection 11.7, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementor as otherwise expressly permitted under this Agreement.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.5. or any increase of a Lender's Commitment effected in accordance with Section 2.11.), or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Advances or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; provided, however, the Agent shall be authorized on behalf of all the Lenders, without the necessity of any notice to, or further consent from, any Lender, to waive the imposition of the late fees provided in Section 2.8., up to a maximum of 2 times per calendar year; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Advances or for the payment of fees Fees or any other monetary Obligations of Borrower or GuarantorObligations; (v) modify change the Commitment Percentages (excluding any change as a result of an assignment of Commitments permitted under Section 13.5. or amend the organizational documents an increase of Borrower in any manner that could be reasonably expected Commitments effected pursuant to have a Material Adverse EffectSection 2.11.); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “"Requisite Lenders” " or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under modify the Guaranty except as permitted, and in accordance with, the Loan Documents; (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien definition of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.terms "Appraised Value," "Borrowing Base," "Eligible Property" and "Permanent Loan Estimate";

Unanimous Consent. Notwithstanding Any waiver of or any amendment to a provision of the foregoingLoan Documents and any action, no amendmentconsent or other determination in connection with the Loan Documents which relates to the following matters shall require the approval, waiver consent or consent shallagreement, unless in writingas the context requires, and signed by of all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) subject Section 2.4 (revocation of the Lenders to any additional obligations or increase the commitment Notice of any LenderDrawdown); (ii) reduce an Event of Default for non-payment of the principal of, or interest rates that have accrued portions of any Obligations, Stamping Fees or that will be charged on the outstanding principal amount of, the LoanStandby Fees; (iii) reduce the amount compromise or forgiveness of any principal, interest or fees payable to the Lenders hereunderin respect of any Obligations; (iv) postpone the postponement of any maturity date fixed for of any payment Obligations of principal ofthe Borrower to the Lenders, or interest onthe Agent, under the Loan (including, without limitation, the Maturity Date) Documents or for the payment of fees or any other monetary Obligations of Borrower or GuarantorPrincipal Repayment required hereby; (v) modify Sections 8.1 and 8.2 (waiver of conditions precedent to a Drawdown, Conversion or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectRollover); (vi) any change (except for changes of a purely mechanical nature) in the Pro Rata Sharestypes of Accommodations, or in the interest rates, Standby Fees, Stamping Fees, the Discount Rate, or the amount of any payments payable by the Borrower to the Lenders under this Agreement; (vii) amend this Section an increase in the Commitments of any Lender other than as provided for herein or amend an increase in the definitions Aggregate Commitments of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Sectionall Lenders; (viii) modify the definition a shortening of the term “Requisite Lenders” notice period required pursuant to Sections 2.4 and 2.5 or modify in the dates or timing of any other manner the number or percentage payments required of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereofBorrower under this Agreement; (ix) release an assignment or transfer by the Borrower of any Guarantor from of its rights and obligations under the Guaranty except as permitted, and in accordance with, the Loan Documentsthis Agreement unless specifically permitted hereunder; (x) waive a Default under Section 11.1(athe release of any Security Documents (other than as contemplated hereunder) or (b)the amendment of any material term of a Subordination Agreement; (xi) release or dispose any change in the thresholds for Lender approval of any Collateral unless released increases, decreases or disposed maintenance of as permitted by, and the Borrowing Base Limit contemplated by Article 7; (xii) a change in accordance with, the Loan Documentsdefinition of the “Required Lenders”; or (xiixiii) subordinate the lien provisions of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubtSections 11.2(a), the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement11.2(b) and 11.2(c).

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase (A) pursuant to Section 2.15 or (B) as a result of an assignment of Commitments permitted under Section 13.13) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations obligations of Borrower Borrowers or Guarantor; (v) modify change the Pro Rata Shares (excluding any change as a result of (A) an increase in the Aggregate Loan Commitment pursuant to Section 2.15 or amend the organizational documents (B) an assignment of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectCommitments permitted under Section 13.13); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “"Requisite Lenders” " or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor guarantor of the Loan (if any) from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documentsits guaranty; (xix) waive a Default under Section 11.1(a) or (b);; or (xix) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementSection 2.10 or Section 12.7.

Unanimous Consent. Notwithstanding the foregoingforegoing or anything herein or in the other Loan Documents to the contrary, in addition to those matters herein and in the other Loan Documents that expressly require the unanimous consent of all of the Lenders, no amendment, waiver or consent (except with respect to any fee letter solely between the Borrower and Agent regarding fees owed only to the Administrative Agent) shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent Agent, at the written direction of the Lenders), but excluding any Defaulting Lender, do any of the following:following (it being acknowledged for the avoidance of doubt that all amendments of any Loan Document shall not be effective against any Borrower Party which is a party thereto unless the same shall be in a writing signed by such Borrower Party): (i) increase the Individual Loan Commitments of the Lenders (excluding any increase as a result of an assignment of any Individual Loan Commitments permitted under Section 18.15 hereof) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount ofof the Loans; provided, however, that Administrative Agent may waive any obligation of Borrower to pay interest at the LoanDefault Rate and/or late charges for periods of up to thirty (30) days, and only the consent of the Requisite Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate or late charges thereafter, or to amend the definition of “Default Rate”; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or and/or interest on, on the Loan (including, without limitation, the Maturity Date) or for the payment of any fees or any other monetary Obligations of payments due and payable by Borrower hereunder or Guarantorunder the other Loan Documents; (v) modify or amend change the organizational documents Percentage Shares (excluding any change as a result of Borrower in an assignment of any manner that could be reasonably expected to have a Material Adverse EffectIndividual Loan Commitment permitted under Section 18.15 hereof); (vi) change effect any Securitization of all or any portion of the Pro Rata SharesLoan; (vii) amend this Section Article 18 or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this SectionArticle 18; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) consent to any Sale or Pledge of (except as expressly permitted by the Loan Documents without consent) or consent to any other indebtedness secured by the Property or consent to any Sale or Pledge of the direct or indirect interest in Borrower (except as expressly permitted by the Loan Documents without consent); (x) release the Guarantor of its obligations under any guaranty entered into by Guarantor (except for such releases as may be required pursuant to the terms of the Loan Documents); (xi) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, or any of the other Loan Documents unless expressly permitted pursuant to the terms hereof or under the other Loan Documents; (x) waive a Default under Section 11.1(a) or (b); (xixii) release any Property unless expressly permitted pursuant to the terms hereof or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, under the other Loan Documents; or (xiixiii) subordinate amend or otherwise waive the lien requirements of Section 10.2 hereof. Wherever any approval, consent or direction herein or in any other Loan Document is required by “each Lender” or “Lenders” it shall mean that such approval, consent or direction must be agreed to by the unanimous consent of all of the Deed of Trust Lenders (in each case, other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementDefaulting Lenders).

Unanimous Consent. Notwithstanding Subject to the foregoing, no amendment, waiver or consent shallprovisions of this Section 9.9, unless otherwise specified in writingthis Agreement or another Credit Document, and signed by all of the Required Lenders (or the Administrative Agent at the upon written direction or consent of the Required Lenders) and any Borrower Party party to the relevant Credit Document may enter into agreements, waivers or supplements (with a copy of such agreement, waiver or supplement provided to the Administrative Agent) hereto for the purpose of adding, modifying or waiving any provisions to the Credit Documents or changing in any manner the rights of the Secured Parties or any Borrower Party hereunder or thereunder or waiving any Inchoate Default or Event of Default; provided that no such agreement, waiver or supplement shall, without the consent of all of the Lenders), do any of the following: (ia) subject the Lenders to any additional obligations or increase the commitment of any Lender; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of the Commitment of any fees payable to the Lenders Lender hereunder; (ivb) postpone amend any date fixed for any payment provision of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations of Borrower or Guarantorthis Section 9.9; (vc) modify release all or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions substantially all of the terms used in this Agreement or Collateral from the other Loan Documents insofar as such definitions affect the substance Lien of this Section; (viii) modify the definition any of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Collateral Documents; (d) cause any Obligations to cease to be secured on a pari passu basis with all other Obligations; (e) extend the Date Certain or the Final Maturity Date or reduce the principal amount of any outstanding Loans or Notes or reduce the rate or change the time of payment of interest due on any Loan; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” (but not to a rate less than zero) or to waive any obligation of Co-Borrowers to pay interest at the Default Rate; (f) add, modify or waive any provisions to the Credit Documents so as to subordinate the Loans to any other Debt; (g) except as expressly provided herein, amend the definition of “Required Target Debt Balance Payment” or “Target Debt Balance” or amend Section 3.2(b)(ix), (x) waive a Default under Section 11.1(a) or (b);xi) of the Depositary Agreement; and (xih) release permit any Co-Borrower to assign or dispose otherwise transfer any of any Collateral unless released its rights or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementobligations under this Agreement.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all each of the Lenders directly and adversely affected thereby (or the Administrative Agent at the written direction of the such Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations or increase the commitment of except for any Lender;increases contemplated under Section 2.16. (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, any Loans or other Obligations (other than a waiver of default interest and changes in calculation of the LoanLeverage Ratio that may indirectly affect pricing); (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any on which a scheduled payment of principal ofof any Loans, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees Fees or any other monetary Obligations Obligations, is to be made, or extend the expiration date of Borrower or Guarantorany Letter of Credit beyond the Maturity Date except in accordance with Section 2.13.; (v) modify change the definitions of Commitment Percentage or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectPro Rata Share; (vi) change the Pro Rata Sharesamend subsection (a) or this subsection (b) of this Section 13.7.; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner that reduces the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any all or substantially all of the Subsidiary Guarantors from their obligations under the Guaranty except as contemplated by Section 8.14.(b) or release the Parent Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsGuaranty; (ix) waive a Default or Event of Default under Section 11.1.(a); (x) amend, or waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance the Borrower’s compliance with, the Loan DocumentsSection 2.15; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.6.(d)) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, any Loans or other Obligations, provided, however, the LoanAgent may, in its sole discretion, waive up to two times per year any late charges incurred by the Borrower pursuant to Section 2.8.; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Loans or for the payment of fees Fees or any other monetary Obligations of Borrower or Guarantorbeyond the Termination Date; (v) modify or amend change the organizational documents Credit Percentages (excluding any change as a result of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectan assignment of Commitments permitted under Section 13.6.(d)); (vi) change modify the Pro Rata Sharesdefinition of the term "Commitment Termination Date" or "Termination Date"; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “"Requisite Lenders” " or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty Guaranty, except as permitted, and in accordance with, the Loan Documentsotherwise permitted under Section 8.14(d); (x) waive modify the definition of the terms "Maximum Availability" or "Unencumbered Pool Value" (and the definitions used in such definitions and the percentages and rates used in the calculation thereof); provided, however, the Requisite Lenders may agree to permit more than 20% of the Unencumbered Pool Value to be attributable to a Default under Section 11.1(a) or (b)given Eligible Property; (xi) release waive a Default or dispose Event of any Collateral unless released or disposed Default under subsection (a) of as permitted by, and in accordance with, the Loan Documents; orSection 11.1.; (xii) subordinate waive a Default or Event of Default under subsection (b) of Section 11.1. to the lien extent such Default or Event of Default arises from the failure of the Deed Parent to perform or observe the covenant set forth in subsection (a) of Trust other than to a Permitted Easement. For Section 10.1.; and (xiii) amend, or waive the avoidance of doubtBorrower's compliance with, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementSection 2.5.(b).

Unanimous Consent. Notwithstanding the foregoing, no amendment, Any waiver of or consent shall, unless in writing, and signed by all any amendment to a provision of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the followingLoan Documents which relates to: (i) subject (A) a change in the types of Borrowings available, (B) a decrease in the notice periods applicable thereto or in the Applicable Pricing Margin or the amount of any payments payable by the Borrower to the Lenders to under this Agreement (but excluding any additional obligations increase or decrease in the amount of the fronting fees which may be varied with the consent of the applicable Fronting Bank and any increase or decrease in the commitment amount of agency fees which may be varied with the consent of the Agent) or (C) an extension of the dates of any Lenderpayments payable by the Borrower to the Lenders under this Agreement other than as provided for herein; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loana change in any Commitment of any Lender other than as provided for herein; (iii) reduce a change in the amount definition of “Event of Default”; (iv) a change in the definition of “Lender’s Proportion” or any other provision hereof that requires treatment of Lenders on a pro rata basis; (v) a change in the definition of “Majority Lenders”; (vi) a change in the definition of “Maturity Date”; (vii) any release of any fees payable to guarantee or security provided by a Subsidiary for the benefit of the Lenders hereunder; (ivviii) postpone any date fixed for any payment of principal ofmatter which, or interest on, pursuant to the Loan (includingDocuments, without limitation, specifically requires the Maturity Date) consent or for the payment agreement of fees each or any other monetary Obligations of Borrower or Guarantor; (v) modify or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions all of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and voting rights given to a Defaulting Lender pursuant to the proviso in accordance with, the Loan Documents;Section 12.20(a)(ii); or (x) waive a Default under the provisions of this Section 11.1(a) 12.12(a); shall bind the Lenders only if such waiver or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and amendment is agreed to in accordance with, the Loan Documents; or (xii) subordinate the lien writing by all of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementLenders.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations or increase the commitment of except for any Lenderincreases contemplated under Section 2.15.; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Loans or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Loans or for the payment of fees Fees or any other monetary Obligations of Borrower or GuarantorObligations; (v) modify change the Pro Rata Shares (excluding any change as a result of an assignment of Commitments permitted under Section 13.6. or amend the organizational documents an increase of Borrower in any manner that could be reasonably expected Commitments effected pursuant to have a Material Adverse EffectSection 2.15.); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty (except as permittedfor releases of Persons not required to be a Guarantor under Section 8.14.); (ix) modify the definition of the terms “Maximum Loan Availability”, and in accordance with“Borrowing Base”, the Loan Documents;“Unencumbered Pool Value” or “Unsecured Liabilities”; or (x) waive a Default or Event of Default under Section 11.1(a) or (b11.1.(a); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of all of the Lenders), do any of the following: (i) increase the amount of the Loan, increase the Commitment of any Lender, or otherwise subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Advances or other Obligations; (iii) waive the payment of, or reduce the amount of of, any fees Fees payable to the Lenders hereunder; provided, however, the Agent shall be authorized on behalf of all the Lenders, without the necessity of any notice to, or further consent from, any Lender, to waive the imposition of the late fees provided in Section 2.8, up to a maximum of 2 times per calendar year; (iv) postpone any date fixed for any payment of principal of, or interest on, any Advances or for the Loan (payment of Fees or any other Obligations including, without limitation, extend the Paydown Date or Maturity Date (excluding any extension of the Paydown Date or the Maturity Date) Date effected in accordance with Sections 2.13 or for the payment of fees or any other monetary Obligations of Borrower or Guarantor2.14, as applicable); (v) modify or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect; (vi) change the Pro Rata Shares;Shares (excluding any change as a result of an assignment of Advances permitted under Section 12.5); ws3C1.tmp (viivi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of provisions contained in this Section; (viiivii) modify the definition of the term “Requisite Lenders” or “Supermajority Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor the Parent from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsParent Guaranty; (ix) waive a Default or Event of Default under Section 10.1.(a); or (x) waive a Default under amend Section 11.1(a9.1(b) or (b); (xiSection 9.1(k) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, modify the Loan Documents; or (xii) subordinate the lien definition of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubtterms “Adjusted Asset Value,” “EBITDA”, the Administrative Agent shall have the sole right to approve“Gross Asset Value”, in its reasonable discretion“Indebtedness”, the subordination of the lien of any Deed of Trust to any Permitted Easement“Leverage Ratio” or “Total Liabilities”.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all each of the Lenders directly and adversely affected thereby (or the Administrative Agent at the written direction of the such Lenders), do any of the following: (i) increase or extend the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.6) or subject the Lenders to any additional obligations or increase the commitment of except for any Lenderincreases contemplated under Section 2.16; (ii) reduce the principal of, or interest rates that have accrued or that will be charged (subject to the last sentence of Section 13.7(f)) on the outstanding principal amount of, the LoanLoan or other Obligations (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing); provided, however, that only the written consent of the Requisite Lenders shall be required (x) for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate” and (y) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any on which a scheduled payment of principal ofof the Loan, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees any Fees or any other monetary Obligations of Borrower or GuarantorObligations, is to be made; (v) modify change the definitions of Commitment Percentage or Pro Rata Share or amend or otherwise modify the organizational documents provisions of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectSection 3.2; (vi) change the Pro Rata Sharesamend subsection (a) or this subsection (b) of this Section 13.7; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner that reduces the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any (A) all or substantially all of the Subsidiary Guarantors from their obligations under the Guaranty (except as contemplated by Section 8.14 or 8.15) or release the Parent Guarantor from its obligations under the Guaranty Guaranty, or (B) all or substantially all of the value of the Collateral (except as permitted, and in accordance with, the Loan Documentscontemplated by Section 8.15); (ix) waive a Default or Event of Default under Section 11.1(a); (x) amend, or waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance the Borrower’s compliance with, the Loan DocumentsSection 2.15; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.13) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations obligations of Borrower Borrowers or Guarantor; (v) modify or amend change the organizational documents Pro Rata Shares (excluding any change as a result of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectan assignment of Commitments permitted under Section 13.13); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor guarantor of the Loan (if any) from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documentsits guaranty; (xix) waive a Default under Section 11.1(a) or (b); (xix) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan DocumentsSection 12.7 or Section 2.10; or (xiixi) subordinate the lien amend or waive Borrowers’ obligation to repay any outstanding portion of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, Loan in its reasonable discretion, the subordination excess of the lien of any Deed of Trust to any Permitted EasementAggregate Commitment, as provided in Section 2.1(b).

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all each of the Lenders directly and adversely affected thereby (or the Administrative Agent at the written direction of the such Lenders), do any of the following: : · increase or extend the Commitments of the Lenders (iexcluding any increase as a result of an assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations or increase the commitment of except for any Lender; (ii) increases contemplated under Section 2.16.; · reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; Loan or other Obligations (iiiother than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing); provided, however, that only the written consent of the Requisite Lenders shall be required (x) for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate” and (y) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; · reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) ; · postpone any date fixed for any on which a scheduled payment of principal ofof the Loan, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees any Fees or any other monetary Obligations of Borrower or Guarantor; (v) modify or amend the organizational documents of Borrower in any manner that could Obligations, is to be reasonably expected to have a Material Adverse Effect; (vi) made; · change the Pro Rata Shares; (vii) amend this Section or amend the definitions of Commitment Percentage or Pro Rata Share or amend or otherwise modify the terms used in provisions of Section 3.2.; · amend subsection (a) or this Agreement or the other Loan Documents insofar as such definitions affect the substance subsection (b) of this Section; (viii) Section 13.7.; · modify the definition of the term “Requisite Lenders” or modify in any other manner that reduces the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; ; · release (ixA) all or substantially all of the Subsidiary Guarantors from their obligations under the Guaranty (except as contemplated by Section 8.14. or 8.15.) or release any the Parent Guarantor from its obligations under the Guaranty Guaranty, or (B) all or substantially all of the value of the Collateral (except as permitted, and in accordance with, the Loan Documents; (x) contemplated by Section 8.15.); · waive a Default or Event of Default under Section 11.1(a) 11.1.(a); · amend, or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance waive the Borrower’s compliance with, the Loan DocumentsSection 2.15; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders directly affected thereby (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations or (the parties acknowledging and agreeing that any increase in Commitments which causes the commitment sum of any Lenderall the Commitments to exceed $525,000,000.00 shall be conclusively deemed to affect all Lenders); (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Loans or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunderhereunder ; provided, however, the Administrative Agent shall be authorized on behalf of all Lenders, without the necessity of any notice to, or further consent from, any Lender, to waive the imposition of the late fees provided in Section 2.7., up to a maximum of three (3) times per calendar year; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Loans or for the payment of fees Fees or any other monetary Obligations Obligations, or extend the expiration date of Borrower or Guarantorany Letter of Credit beyond the Maturity Date except in accordance with Section 2.12.; (v) modify change the definitions of Revolving Commitment Percentage, Term Loan Share or amend the organizational documents Pro Rata Share (excluding any change as a result of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectan assignment of Commitments permitted under Section 13.6); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “"Requisite Lenders” " or "Supermajority Lenders" or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, contemplated by Section 8.14.(b) or release Parent from the Loan DocumentsParent Guaranty; (ix) waive a Default or Event of Default under Section 11.1.(a); or (x) amend, or waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance the Borrower's compliance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementSection 2.14.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase (A) pursuant to Section 2.15 or (B) as a result of an assignment of Commitments permitted under Section 13.13) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations obligations of Borrower Borrowers or Guarantor; (v) modify change the Pro Rata Shares (excluding any change as a result of (A) an increase in the Aggregate Loan Commitment pursuant to Section 2.15 or amend the organizational documents (B) an assignment of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectCommitments permitted under Section 13.13); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor guarantor of the Loan (if any) from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documentsits guaranty; (xix) waive a Default under Section 11.1(a) or (b);; or (xix) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementSection 2.10 or Section 12.7.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all each of the Lenders directly and adversely affected thereby (or the Administrative Agent at the written direction of the such Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations or increase the commitment of except for any Lenderincreases contemplated under Section 2.16.; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, any Loans or other Obligations (other than a waiver of default interest and changes in calculation of the LoanLeverage Ratio that may indirectly affect pricing); (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any on which a scheduled payment of principal ofof any Loans, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees any Fees or any other monetary Obligations of Borrower or GuarantorObligations, is to be made; (v) modify change the definitions of Commitment Percentage or Pro Rata Share or amend or otherwise modify the organizational documents provisions of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectSection 3.2.; (vi) change the Pro Rata Sharesamend subsection (a) or this subsection (b) of this Section 13.7.; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner that reduces the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any all or substantially all of the Subsidiary Guarantors from their obligations under the Guaranty except as contemplated by Section 8.14.(b) or release the Parent Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsGuaranty; (ix) waive a Default or Event of Default under Section 11.1.(a); (x) amend, or waive a Default under the Borrower’s compliance with, Section 11.1(a) or (b);2.15; or (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, modify the Loan Documents; or (xii) subordinate the lien definition of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementterm “Commitment Expiration Date.”

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 12.5 or any increase of a Lender's Commitment effected in accordance with Section 2.12), or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Advances or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; provided, however, the Agent shall be authorized on behalf of all the Lenders, without the necessity of any notice exhibit10175a.htm to, or further consent from, any Lender, to waive the imposition of the late fees provided in Section 2.8, up to a maximum of 2 times per calendar year; (iv) postpone any date fixed for any payment of principal of, or interest on, any Advances or for the Loan (payment of Fees or any other Obligations including, without limitation, extend the Maturity Date) or for Termination Date (excluding any extension of the payment of fees or any other monetary Obligations of Borrower or GuarantorTermination Date effected in accordance with Section 2.13); (v) modify change the Commitment Percentages (excluding any change as a result of an assignment of Commitments permitted under Section 12.5 or amend the organizational documents an increase of Borrower in any manner that could be reasonably expected Commitments effected pursuant to have a Material Adverse EffectSection 2.12); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of provisions contained in this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor the Parent from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsParent Guaranty; (ix) waive a Default or Event of Default under Section 10.1.(a); or (x) waive a Default under amend Section 11.1(a9.1.(b) or (b); (xiSection 9.1(k) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, modify the Loan Documents; or (xii) subordinate the lien definition of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubtterms “Adjusted Asset Value,” “EBITDA”, the Administrative Agent shall have the sole right to approve“Gross Asset Value”, in its reasonable discretion“Indebtedness”, the subordination of the lien of any Deed of Trust to any Permitted Easement“Leverage Ratio” or “Total Liabilities”.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all each of the Lenders directly and adversely affected thereby (or the Administrative Agent at the written direction of the such Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations or increase the commitment of except for any Lenderincreases contemplated under Section 2.16.; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, any Loans or other Obligations (other than a waiver of default interest and changes in calculation of the LoanLeverage Ratio that may indirectly affect pricing); (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any on which a scheduled payment of principal ofof any Loans, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees Fees or any other monetary Obligations Obligations, is to be made, or extend the expiration date of Borrower or Guarantorany Letter of Credit beyond the Revolving Credit Maturity Date except in accordance with Section 2.13.; (v) modify change the definitions of Revolving Credit Commitment Percentage, Term Loan Commitment Percentage or Pro Rata Share or amend or otherwise modify the organizational documents provisions of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectSection 3.2.; (vi) change the Pro Rata Sharesamend subsection (a) or this subsection (b) of this Section 13.7.; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or “Requisite Revolving Credit Lenders” modify in any other manner that reduces the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any all or substantially all of the Subsidiary Guarantors from their obligations under the Guaranty except as contemplated by Section 8.14.(c) or release the Parent Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsGuaranty; (ix) waive a Default or Event of Default under Section 11.1.(a); (x) amend, or waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance the Borrower’s compliance with, the Loan DocumentsSection 2.15; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

Unanimous Consent. Notwithstanding the foregoing, no Any amendment, modification, discharge, termination or waiver relating to the terms of this Agreement which changes or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the followingrelates to: (ia) subject the Lenders to any additional obligations amount or increase type of the commitment Facilities, the types of any LenderAdvances available hereunder (or decreases in the periods of notice for Drawdowns, Conversions, Rollovers or voluntary prepayment of Borrowings) or the Commitments; (iib) reduce decreases in the rates of or deferral of the dates of payment of interest, Bankers’ Acceptance stamping fees, LC issuance fees or standby fees or decreases in the amount of principal owing hereunder or deferral of the dates of mandatory repayments of principal payable by the Borrower under the Facilities; (c) the release or discharge of, or interest rates that have accrued any material amendment or that will be charged on the outstanding principal amount waiver of, the Loan; (iii) reduce the amount of any fees payable Security, except to the Lenders hereunder; extent provided for or contemplated hereunder (iv) postpone any date fixed for any payment of principal of, or interest oncertainty, the Loan (including, without limitation, the Maturity Date) discharge or for the payment of fees or any other monetary Obligations of Borrower or Guarantor; (v) modify or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions release of the terms used collateral from the Security which is not already provided for in this Agreement the Credit Documents, as opposed to the release or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition discharge or material amendment or waiver of the term “Requisite Lenders” or modify in any other manner Security itself, shall only require the number or percentage approval of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documents; (x) waive a Default under Section 11.1(a) or (bRequired Lenders); (xid) release any provision hereof contemplating or dispose requiring consent, approval or agreement of any Collateral unless released “all of the Lenders”, “all Lenders” or disposed “each of as permitted bythe Lenders” or similar expressions or permitting waiver of conditions or covenants or agreements by “all of the Lenders”, “all Lenders” or “each of the Lenders” or similar expressions; (e) the provisions of Section 2.3, 4.4, 7.2, 11.3, 11.11, 11.12, 12.3, 12.9, 14.4, 15.3 and in accordance with, this Section 14.5; (f) the Loan Documentsdefinition of “Required Lenders” or “BA Discount Rate”; or (xiig) subordinate an assignment or transfer by the lien Borrower of any or all of its rights and obligations under this Agreement; shall require the Deed unanimous consent in writing of Trust other than all the Lenders, and any amendment or waiver which changes or relates to a Permitted Easement. For the avoidance rights or obligations of doubt, the Administrative Agent shall have also require the sole right to approve, in its reasonable discretion, the subordination agreement of the lien of any Deed of Trust to any Permitted EasementAdministrative Agent.

Unanimous Consent. Notwithstanding the foregoing, no amendment, Any waiver of or consent shall, unless in writing, and signed by all any amendment to a provision of the Lenders (Loan Documents and any action, consent or other determination in connection with the Administrative Agent at Loan Documents which relates to the written direction of following matters shall require the Lenders)approval, do any of consent or agreement, as the followingcontext requires, of: (i) subject all of the Lenders in relation to: (A) Intentionally deleted; (B) subject to Sections 5.2 and 5.3, an Event of Default for non-payment of any additional obligations Principal Amount, interest, Stamping Fees or Standby Fees; (C) the compromise or forgiveness of any principal, interest or fees payable in respect of any Advances; (D) the postponement of any maturity date of any Obligations of the Borrower to the Lenders, or the Agent, under the Loan Documents or of any other Principal Repayment required hereby; Section 8.1 (waiver of conditions precedent to Initial Drawdown); (F) any change (except for changes of a purely mechanical nature) in the types of Accommodations, or in the interest rates, Standby Fees, Stamping Fees, the Discount Rate, or the amount of any payments payable by the Borrower to the Lenders under this Agreement; (G) an increase or decrease in the commitment Individual Commitment Amount of any Lender; (H) a shortening of the notice period required pursuant to Sections 2.4, 2.5 and 2A.5 or the dates or timing of any payments required of the Borrower under this Agreement; (I) an assignment or transfer by the Borrower of any of its rights and obligations under this Agreement unless specifically permitted hereunder; (J) the release of any Security (other than as contemplated hereunder) or the amendment of any material term of the Subordination Agreement; (K) a change in the definition of "a Majority of Lenders"; or (L) the provisions of Sections 13.2(a), (b) and (c); (ii) reduce all of the principal of, Revolving Credit Facility Lenders: (A) and the Operating Lender in relation to any change in the requirements in Article 7 that a Majority of the Revolving Lenders must approve the determination or interest rates that have accrued redetermination of the Borrowing Base Limit; or (B) in relation to any change in the definition of "a Majority of the Revolving Credit Facility Lenders" or that will be charged on in the outstanding principal amount of, definition of "a Majority of the Loan;Revolving Lenders"; and (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations of Borrower or Guarantor; (v) modify or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions all of the terms used Revolving Lenders in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition relation to any waiver of the term “Requisite Lenders” or modify Borrower's obligation to draw down the Drawdown Amount shown in any other manner the number or percentage Notice of Drawdown on the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documents; (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementApplicable Drawdown Date.

Unanimous Consent. Notwithstanding Any waiver of or any amendment to a provision of the foregoingLoan Documents and any action, no amendmentconsent or other determination in connection with the Loan Documents which relates to the following matters shall require the approval, waiver consent or consent shallagreement, unless in writingas the context requires, and signed by of all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) subject Section 2.4 (revocation of the Lenders to any additional obligations or increase the commitment Notice of any LenderDrawdown); (ii) reduce an Event of Default for non-payment of the principal of, or interest rates that have accrued portions of any Obligations, Stamping Fees or that will be charged on the outstanding principal amount of, the LoanStandby Fees; (iii) reduce the amount compromise or forgiveness of any principal, interest or fees payable to the Lenders hereunderin respect of any Obligations; (iv) postpone the postponement of any maturity date fixed for of any payment Obligations of principal ofthe Borrower to the Lenders, or interest onthe Agent, under the Loan (including, without limitation, the Maturity Date) Documents or for the payment of fees or any other monetary Obligations of Borrower or GuarantorPrincipal Repayment required hereby; (v) modify Sections 8.1 and 8.2 (waiver of conditions precedent to a Drawdown, Conversion or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectRollover); (vi) any change (except for changes of a purely mechanical nature) in the Pro Rata Sharestypes of Accommodations, or in the interest rates, Standby Fees, Stamping Fees, the Discount Rate, or the amount of any payments payable by the Borrower to the Lenders under this Agreement; (vii) amend this Section or amend the definitions a shortening of the terms used in this Agreement notice period required pursuant to Sections 2.4 and 2.5 or the other Loan Documents insofar as such definitions affect dates or timing of any payments required of the substance of Borrower under this SectionAgreement; (viii) modify an assignment or transfer by the definition Borrower of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any its rights hereunder or to modify any provision hereofand obligations under this Agreement unless specifically permitted hereunder; (ix) the release of any Guarantor from its obligations under Security Documents (other than as contemplated hereunder) or the Guaranty except as permitted, and in accordance with, the Loan Documentsamendment of any material term of a Subordination Agreement; (x) waive a Default under Section 11.1(a) any change in the thresholds for Lender approval of any increases, decreases or (b)maintenance of the Borrowing Base Limit contemplated by Article 7; (xi) release or dispose a change in the definition of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents“Required Lenders”; or (xii) subordinate the lien provisions of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubtSections 13.2(a), the Administrative Agent shall have the sole right to approve13.2(b), in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement13.2(c) and 13.2(d).

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all each of the Lenders directly and adversely affected thereby (or the Administrative Agent at the written direction of the such Lenders), do any of the following: (i) increase or extend the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.6) or subject the Lenders to any additional obligations or increase the commitment of except for any Lenderincreases contemplated under Section 2.16; (ii) reduce the principal of, or interest rates that have accrued or that will be charged (subject to the last sentence of Section 13.7(f)) on the outstanding principal amount of, the LoanLoan or other Obligations (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing); provided, however, that only the written consent of the Requisite Lenders shall be required (x) for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate” and (y) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any on which a scheduled payment of principal ofof the Loan, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees any Fees or any other monetary Obligations of Borrower or GuarantorObligations, is to be made; (v) modify change the definitions of Commitment Percentage or Pro Rata Share or amend or otherwise modify the organizational documents provisions of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectSection 3.2; (vi) change the Pro Rata Sharesamend subsection (a) or this subsection (b) of this Section 13.7; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner that reduces the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documents; (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders directly affected thereby (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 12.6.) or subject the Lenders to any additional obligations or increase the commitment of any Lender;obligations. (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Loans or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Loans or for the payment of fees Fees or any other monetary Obligations Obligations, or extend the expiration date of Borrower or Guarantorany Letter of Credit beyond the Maturity Date; (v) modify change the definitions of Revolving Commitment Percentage or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectPro Rata Share; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documentsany Guaranty; (ix) waive a Default or Event of Default under Section 10.1.(a); (x) amend, or waive a Default under the Borrower’s compliance with, Section 11.1(a) or (b);2.14; or (xi) release or dispose of any Collateral collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementSection 11.3.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.7.) or subject the Lenders to any additional obligations or increase the commitment of except for any Lenderincreases contemplated under Section 2.17.; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Loans or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Loans or for the payment of fees Fees or any other monetary Obligations Obligations, or extend the expiration date of Borrower or Guarantorany Letter of Credit beyond the Termination Date; (v) modify change the Pro Rata Shares (excluding any change as a result of an assignment of Commitments permitted under Section 13.7. or amend the organizational documents an increase of Borrower in any manner that could be reasonably expected Commitments effected pursuant to have a Material Adverse EffectSection 2.17.;); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documentscontemplated under Section 8.13.; (ix) waive a Default or Event of Default under Section 11.1.(a); or (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, modify the Loan Documents; or (xii) subordinate the lien definitions of the Deed of Trust other than to a Permitted Easement. For terms “Maximum Loan Availablity”, or “Unencumbered Pool Value” (or the avoidance of doubt, definitions used in such definition or the Administrative Agent shall have percentages or rates used in the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementcalculation thereof).

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of all of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 10.8.) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Loans or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Loans or for the payment of fees Fees or any other monetary Obligations of Borrower or GuarantorObligations; (v) modify or amend change the organizational documents Pro Rata Shares (excluding any change as a result of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectan assignment of Commitments permitted under Section 10.8.;); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documents;contemplated under Section 7.3.(d); or (xix) waive a Default or Event of Default under Section 11.1(a) or (b8.1.(a); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 12.5 or any increase of a Lender's Commitment effected in accordance with Section 2.10), or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Advances or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; provided, however, the Agent shall be authorized on behalf of all the Lenders, without the necessity of any notice to, or further consent from, any Lender, to waive the imposition of the late fees provided in Section 2.6., up to a maximum of 2 times per calendar year; (iv) postpone any date fixed for any payment of principal of, or interest on, any Advances or for the Loan (payment of Fees or any other Obligations including, without limitation, extend the Maturity Date) or for Termination Date (excluding any extension of the payment of fees or any other monetary Obligations of Borrower or GuarantorTermination Date effected in accordance with Section 2.11); (v) modify change the Commitment Percentages (excluding any change as a result of an assignment of Commitments permitted under Sections 2.10 or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect12.5); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of provisions contained in this Section; (viiivii) modify the definition of the term “"Requisite Lenders” " or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor the Parent from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsParent Guaranty; (ix) waive a Default or Event of Default under Section 10.1.(a); or (x) waive a Default under amend Section 11.1(a9.1.(b) or (b); (xiSection 9.1(k) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, modify the Loan Documents; or (xii) subordinate the lien definition of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubtterms "Adjusted Asset Value," "EBITDA", the Administrative Agent shall have the sole right to approve"Gross Asset Value", in its reasonable discretion"Indebtedness", the subordination of the lien of any Deed of Trust to any Permitted Easement"Leverage Ratio" or "Total Liabilities".

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) subject the Lenders to any additional obligations or increase the commitment commitments of any Lenderthe Lenders; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations obligations of Borrower or Guarantor; (v) modify or amend change the organizational documents Pro Rata Shares (excluding any change as a result of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectan assignment of Portions permitted under Section 12.12); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsGuaranty; (xix) waive a Default under Section 11.1(a) or (b10.1(a);; or (xix) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubtSection 11.7, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementor as otherwise expressly permitted under this Agreement.

Unanimous Consent. Notwithstanding the foregoingforegoing or anything herein or in the other Loan Documents to the contrary, in addition to those matters herein and in the other Loan Documents that expressly require the unanimous consent of all of the Lenders, no amendment, waiver or consent (except with respect to any fee letter solely between the Borrower and Administrative Agent regarding fees owed only to the Administrative Agent) shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent Agent, at the written direction of the Lenders), but excluding any Defaulting Lender, do any of the following: (i) increase the Individual Loan Commitments of the Lenders (excluding any increase as a result of an assignment of any Individual Loan Commitments permitted under Section 11.15 hereof) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, of the LoanLoans; (iii) reduce the amount of any fees Fees payable to the Lenders hereunderhereunder (except as provided in Section 11.18(a)); (iv) postpone any date fixed for any payment of principal of, or and/or interest on, on the Loan (including, without limitation, the Maturity Date) or for the payment of fees any Fees or any other monetary Obligations of payments due and payable by Borrower hereunder or Guarantorunder the other Loan Documents; (v) modify or amend change the organizational documents Pro Rata Shares (excluding any change as a result of Borrower in an assignment of any manner that could be reasonably expected to have a Material Adverse EffectIndividual Loan Commitment permitted under Section 11.15 hereof); (vi) change the Pro Rata Shareswaive any requirement to deliver or maintain an Interest Rate Protection Agreement; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or of percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) permit any Prohibited Transfer or permit any assignment by Borrower pursuant to Section 6.4 hereof. (x) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, unless expressly permitted pursuant to the terms hereof or under the other Loan Documents; (xxi) waive a Default or Event of Default under Section 11.1(a10.1(a) or (b)hereof; (xixii) amend or otherwise waive the requirements of Section 10.2(g) hereof; or (xiii) release or dispose of the Property or any Collateral portion thereof unless released or disposed of as permitted by, and in accordance withwith the express terms hereof. Wherever any approval, consent or direction herein or in any other Loan Document is required by “each Lender” or “Lenders” it shall mean that such approval, consent or direction must be agreed to by the Loan Documents; or (xii) subordinate the lien unanimous consent of all of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementLenders.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders directly affected thereby (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Loans or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunderhereunder (except that any change in Fees payable to the Administrative Agent for its own account shall not require the consent of any Lender other than the Administrative Agent); (iv) except for waivers permitted under the last sentence of Section 13.7.(a), postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Loans or for the payment of fees Fees or any other monetary Obligations (including without limitation any extension of Borrower or Guarantorthe Maturity Date except in accordance with Section 2.15.); (v) modify change the definitions of Commitment Percentage or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectPro Rata Share; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term terms “Required Approval Lenders,” “Requisite Lenders” or “Majority Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documentscontemplated by Section 4.2.; (ix) waive a Default or Event of Default under Section 11.1.(a); (x) amend, or waive a Default under the Borrower’s compliance with, Section 11.1(a) or (b);2.16.; or (xi) release or dispose of any Collateral collateral unless released or disposed of as permitted by, and in accordance with, Section 12.3. or Section 4.2. Notwithstanding the Loan Documents; or provisions of Section 3.9.(a)(ii), no action shall be taken under clauses (xiii), (ii), (iii) subordinate the lien of the Deed of Trust other than to or (iv) above that would affect a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in Defaulting Lender without its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementwritten consent.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase any or all of the Commitments of the Lenders (excluding any increase pursuant to Section 2.14 or as a result of an assignment of Commitments permitted under Section 13.13), or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the LoanFacility, other than as expressly provided in this Agreement; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any required payment of principal of, or interest on, the Loan Facility (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations obligations of Borrower or Guarantor; (v) modify change the Pro Rata Shares (excluding any change as a result of Section 2.14 or amend the organizational documents an assignment of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectCommitments permitted under Section 13.13); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permittedits Guaranty, and other than in accordance with, with its respective terms or the Loan Documentsterms of this Agreement; (xix) waive a Default or Potential Default under Section 11.1(a) 10.1(a). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or (b); (xi) release disapprove any amendment, waiver or dispose consent hereunder and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that the Commitment of any Collateral unless released or disposed Defaulting Lender may not be increased without the consent of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementsuch Lender.

Unanimous Consent. Notwithstanding the foregoing, no amendment, Any waiver of or consent shall, unless in writing, and signed by all any amendment to a provision of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the followingLoan Documents which relates to: (i) subject (A) a change in the types of Borrowings available, (B) a decrease in the notice periods applicable thereto or in the Applicable Pricing Margin or the amount of any payments payable by the Borrower to the Lenders to under this Agreement (but excluding any additional obligations increase or decrease in the amount of the fronting fees which may be varied with the consent of the applicable Fronting Bank and any increase or decrease in the commitment amount of agency fees which may be varied with the consent of the Agent) or (C) an extension of the dates of any Lenderpayments payable by the Borrower to the Lenders under this Agreement other than as provided for herein; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loana change in any Commitment of any Lender other than as provided for herein; (iii) reduce a change in the amount definition of any fees payable to the Lenders hereunder“Event of Default”; (iv) postpone any date fixed for any payment a change in the definition of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees “Lender’s Proportion” or any other monetary Obligations provision hereof that requires treatment of Borrower or GuarantorLenders on a pro rata basis; (v) modify or amend a change in the organizational documents definition of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect“Majority Lenders”; (vi) a change in the Pro Rata Sharesdefinition of “Maturity Date”; (vii) amend this Section (A) any release of any guarantee or amend security provided by the definitions Guarantor or a Subsidiary for the benefit of the terms used Lenders hereunder, (B) any limit in this Agreement the liability of the applicable guarantor thereunder, (C) any postponement of any date fixed for payment thereunder or (D) any shortening of the other Loan Documents insofar as term of any such definitions affect the substance of this Sectionguarantee; (viii) modify any matter which, pursuant to the definition Loan Documents, specifically requires the consent or agreement of each or all of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and voting rights given to a Defaulting Lender pursuant to the proviso in accordance with, the Loan Documents;Section 12.20(a)(ii); or (x) waive a Default under the provisions of this Section 11.1(a) 12.12(a); shall bind the Lenders only if such waiver or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and amendment is agreed to in accordance with, the Loan Documents; or (xii) subordinate the lien writing by all of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementLenders.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all each of the Lenders directly and adversely affected thereby (or the Administrative Agent at the written direction of the such Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations or increase the commitment of except for any Lenderincreases contemplated under Section 2.16.; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the LoanLoan or other Obligations (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing); (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any on which a scheduled payment of principal ofof the Loan, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees any Fees or any other monetary Obligations of Borrower or GuarantorObligations, is to be made; (v) modify change the definitions of Commitment Percentage or Pro Rata Share or amend or otherwise modify the organizational documents provisions of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectSection 3.2.; (vi) change the Pro Rata Sharesamend subsection (a) or this subsection (b) of this Section 13.7.; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner that reduces the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any all or substantially all of the Subsidiary Guarantors from their obligations under the Guaranty except as contemplated by Section 8.14.(c) or release the Parent Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsGuaranty; (ix) waive a Default or Event of Default under Section 11.1.(a); (x) amend, or waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance the Borrower’s compliance with, the Loan DocumentsSection 2.15; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.13) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have has accrued or interest rates that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations obligations of Borrower Borrower, Operating Lessee or Guarantor; (v) modify or amend change the organizational documents Pro Rata Shares (excluding any change as a result of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectan assignment of Commitments permitted under Section 13.13); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release of any Guarantor from its obligations under the Guaranty or the Hazardous Materials Indemnity or reduce any material obligations of any Guarantor under the Guaranty or the Hazardous Materials Indemnity (except as permitted, and provided in accordance with, Section 9.15(d)); (ix) release of Borrower from its obligations under the Loan Documents; (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any material portion of the Collateral unless released or disposed of as permitted by, and in accordance with, the Loan DocumentsSection 12.7; or (xii) subordinate permit additional indebtedness for borrowed money secured by the lien Property of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementBorrower.

Unanimous Consent. Notwithstanding Subject to the foregoingprovisions of this Section 9.9, no amendmentunless otherwise specified in this Agreement or another Credit Document, waiver the Required Lenders (or Administrative Agent or Collateral Agent upon written direction or consent of the Required Lenders) and any Borrower Party may enter into agreements, waivers or supplements hereto for the purpose of adding, modifying or waiving any provisions to the Credit Documents or changing in any manner the rights of the Lenders or any Borrower Party hereunder or thereunder or waiving any Inchoate Default or Event of Default; provided that no such supplemental agreement shall, unless in writing, and signed by without the consent of all of the Lenders or, with respect to clauses (or the Administrative Agent at the written direction b) and (d), all of the LendersLenders and all of the Hedge Banks: (a) increase the amount of the Commitment of any Lender hereunder; (b) amend Section 9.9.1(b) or (d) or Section 9.9.2(f) or (g); (c) amend any other provision of this Section 9.9; (d) release any Collateral with a fair market value in excess of $10,000,000 (other than (i) pursuant to Section 6.4.2, do (ii) pursuant to the Put Option, (iii) pursuant to the Purchase Option, (iv) as contemplated by the definition of Change of Control, (v) in respect of any Loss Event or Event of Eminent Domain or (vi) as otherwise expressly permitted hereby or under any other Operative Document) from the Lien of any of the following: (i) subject the Lenders to any additional obligations or increase the commitment of any LenderCollateral Documents; (iie) extend the Maturity Date or reduce the principal of, amount of any outstanding Loans or Notes or reduce the rate or change the time of payment of interest rates due on any Loan; provided that have accrued only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” contained in Section 2.5.3 or that will be charged on to waive any obligation of Borrower to pay interest at the outstanding principal amount of, the LoanDefault Rate; (iiif) reduce the amount of any fees payable to or extend the Lenders hereunder; (iv) postpone any payment date fixed for any payment of amount due, whether principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations of Borrower or Guarantor; (v) modify or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documents; (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documentsinterest; or (xiig) add, modify or waive any provisions to the Credit Documents so as to subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust Loans to any Permitted Easementother Debt.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders directly affected thereby (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.6) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Loans or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunderhereunder (except that any change in Fees payable to the Administrative Agent for its own account shall not require the consent of any Lender other than the Administrative Agent); (iv) except for waivers permitted under the last sentence of Section 13.7(a), postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Loans or for the payment of fees Fees or any other monetary Obligations (including without limitation any extension of Borrower or Guarantorthe Maturity Date except in accordance with Section 2.10); (v) modify change the definitions of Commitment Percentage or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectPro Rata Share; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term terms “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsGuaranty; (xix) waive a Default or Event of Default under Section 11.1(a) or (b);; or (xix) release or dispose of any Collateral collateral unless released or disposed of as permitted by, and in accordance with, Section 12.3. Notwithstanding the Loan Documents; or provisions of Section 3.9(a)(ii), no action shall be taken under clauses (xiii), (ii), (iii) subordinate the lien of the Deed of Trust other than to or (iv) above that would affect a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in Defaulting Lender without its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementwritten consent.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 11.13) or subject the Lenders to any additional obligations or increase the commitment (except, in each case, for any Additional Commitment of any Lendera Lender pursuant to a Facility Increase Supplement); (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the any Loan; (iii) reduce the amount of any fees payable to the Lenders hereunderhereunder (except that any change in fees payable to Administrative Agent for its own account shall not require the consent of any Lender other than Administrative Agent); (iv) postpone any date fixed for any payment of principal of, or interest on, the any Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations obligations of Borrower or any Guarantor; (v) modify change the Pro Rata Shares (excluding any change as a result of an assignment of Commitments permitted under Section 11.13 or amend the organizational documents as a result of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectFacility Increase); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition definitions of the term terms “Majority Lenders” or “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the a Guaranty (except as permitted, and provided in accordance with, the Loan DocumentsSection 7.17(b)); (ix) waive a Default or Event of Default under Section 9.1(a); or (x) waive a Default effect any change, approval or waiver that specifically requires the consent of all Lenders under this Agreement (including Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with7.14, the Loan Documents; or (xii) subordinate the lien second sentence of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementSection 10.12 and Section 11.13(a)).

Unanimous Consent. Notwithstanding the foregoingforegoing or anything herein or in the other Loan Documents to the contrary, in addition to those matters herein and in the other Loan Documents that expressly require the unanimous consent of all of the Lender Parties, no amendment, waiver or consent (except with respect to any fee letter solely between the Borrower and Agent regarding fees owed only to the Administrative Agent) shall, unless in writing, and signed by all of the Lenders Lender Parties (or the Administrative Agent Agent, at the written direction of the LendersLender Parties), but excluding any Defaulting Lender, do any of the following: (i) increase the Individual Loan Commitments of the Lenders (excluding any increase as a result of an assignment of any Individual Loan Commitments permitted under Section 16.14 hereof) or subject the Lenders Lender Parties to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, of the Loan; (iii) reduce the amount of any fees Fees, if any, payable to the Lenders Lender Parties hereunder; (iv) postpone any date fixed for any payment of principal of, or and/or interest on, on the Loan (including, without limitation, the Maturity Date) or for the payment of fees any Fees or any other monetary Obligations of payments due and payable by Borrower hereunder or Guarantorunder the other Loan Documents; (v) modify or amend change the organizational documents Pro Rata Shares (excluding any change as a result of Borrower in an assignment of any manner that could be reasonably expected to have a Material Adverse EffectIndividual Loan Commitment permitted under Section 16.14 hereof); (vi) change the Pro Rata Shareswaive any requirement to deliver or maintain an Interest Rate Protection Agreement; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or of percentage of the Lenders Lender Parties required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) permit any Prohibited Property Transfer or permit any assignment by Borrower pursuant to Section 15.1(b)(i) hereof. (x) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, unless expressly permitted pursuant to the terms hereof or under the other Loan Documents; (xxi) waive a Default under Section 11.1(a) or (b)9.1 hereof; (xixii) amend or otherwise waive the requirements of Section 9.3(b) hereof; or (xiii) release or dispose of the Property or any Collateral portion thereof unless released or disposed of as permitted by, and in accordance withwith the express terms hereof. Wherever any approval, consent or direction herein or in any other Loan Document is required by “each Lender Party” or “Lender Parties” it shall mean that such approval, consent or direction must be agreed to by the Loan Documents; or (xii) subordinate the lien unanimous consent of all of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementLenders.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at shall obtain the written direction consent of the Lenderseach Holder (other than a Related A-2 Holder), do prior to taking any of the following:following actions (each, a “Unanimous Consent Decision”): (ia) subject any modification or waiver of a monetary term of the Lenders Mortgage Loan (except that Agent may waive any or all default interest in its sole discretion and Agent may waive late charges to any additional obligations or increase the commitment of any Lenderextent provided in clause (c) below in its sole discretion); (iib) reduce any modification or waiver of a material non-monetary term of the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Mortgage Loan; (iiic) reduce any modification or waiver that would result in (i) the amount extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration of the Maturity Date, (ii) a reduction in the interest rate or the monthly debt service payment or Prepayment Premium payable on the Mortgage Loan or a loss of the right to receive any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any such payment of principal of, or interest on, the Loan (including, without limitation, any accrued interest) or any fee (other than one month’s late charge), (iii) a deferral or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or (v) an increase or reduction in the principal amount of the Mortgage Loan (other than an increase as a result of Servicing Advances); (d) any waiver of an Event of Default; (e) except as provided in Section 5.03 below, to accelerate the Maturity Date) , commence foreclosure proceedings, accept the conveyance of title to the Mortgaged Property in lieu of foreclosure or otherwise, commence any proceedings to collect any amounts owing or claimed to be owing under any guaranty, appoint or request the appointment of a receiver for the payment Mortgaged Property, collect rents from the Mortgaged Property, take possession of fees the Mortgaged Property or otherwise exercise any other monetary Obligations of Borrower or Guarantorenforcement remedies; (vf) modify any release of the Borrower or amend any guarantor from liability with respect to the organizational documents Mortgage Loan or any modification to, waiver of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectprovision of, or release of, any guaranty or indemnity agreement; (vig) change any substitution or release of collateral for the Pro Rata SharesMortgage Loan, except as permitted by the Loan Documents without Lender’s consent; (viih) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner modification to the number or percentage of the Lenders Holders required to make any determinations or waive receive any rights hereunder or to modify any provision hereofhereunder; (ixi) release any Guarantor from its obligations under subordination of the Guaranty except as permitted, and in accordance with, Liens created by the Loan DocumentsDocuments to any other liens securing indebtedness of Borrower or otherwise; and (j) consent to any senior or subordinate financing and any loan that may replace it; (xk) waive any waiver of or determination not to enforce a Default under Section 11.1(a“due-on-sale” or “due-on-encumbrance” clause or any other restriction on the sale or transfer of the Mortgaged Property or 16 any portion thereof (but not any sale or transfer of any REO Property) or (b)on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (xil) release the voting on any plan of reorganization, restructuring or dispose similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any Collateral unless released other matter for which the approval or disposed consent of as permitted bythe A-2 Holder is required hereunder, and in accordance withincluding, without limitation, the Loan Documents; or (xiimatters described in Section 3.07(d) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementhereof.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.7.) or subject the Lenders to any additional obligations or increase the commitment of except for any Lenderincreases contemplated under Section 2.17.; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Loans or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Loans or for the payment of fees Fees or any other monetary Obligations Obligations, or extend the expiration date of Borrower or Guarantorany Letter of Credit beyond the Termination Date; (v) modify change the Pro Rata Shares (excluding any change as a result of an assignment of Commitments permitted under Section 13.7. or amend the organizational documents an increase of Borrower in any manner that could be reasonably expected Commitments effected pursuant to have a Material Adverse EffectSection 2.17.;); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documentscontemplated under Section 8.13.; (ix) waive a Default or Event of Default under Section 11.1.(a); or (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, modify the Loan Documents; or (xii) subordinate the lien definitions of the Deed of Trust other than to a Permitted Easement. For terms “Maximum Loan Availability” or “Unencumbered Pool Value” (or the avoidance of doubt, definitions used in any such definition or the Administrative Agent shall have percentages or rates used in the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementcalculation thereof).

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.13) or subject the Lenders to any additional obligations or increase obligations; provided that the commitment of any Lenderforegoing shall not apply to Protective Advances made in accordance with this Agreement; (ii) reduce the principal of, or interest rates that have has accrued or interest rates that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations obligations of Borrower or Guarantor; (v) modify change the Pro Rata Shares (excluding any change as a result of an assignment of Commitments permitted under Section 13.13) or amend the organizational documents pro rata sharing of Borrower payments as provided in any manner that could Section 12.5 or changes to Section 11.8, to the extent such changes would be reasonably expected to have a Material Adverse Effectinconsistent with the pro-rata sharing requirements of Section 12.5; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsGuaranty; (xix) waive a Default under Section 11.1(a) or (b);; or (xix) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementSection 12.7.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all each of the Lenders directly and adversely affected thereby (or the Administrative Agent at the written direction of the such Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations or increase the commitment of except for any Lenderincreases contemplated under Section 2.16.; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the LoanLoan or other Obligations (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing); (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any on which a scheduled payment of principal ofof the Loan, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees any Fees or any other monetary Obligations of Borrower or GuarantorObligations, is to be made; (v) modify change the definitions of Commitment Percentage or Pro Rata Share or amend or otherwise modify the organizational documents provisions of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectSection 3.2.; (vi) change the Pro Rata Sharesamend subsection (a) or this subsection (b) of this Section 13.7.; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner that reduces the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any all or substantially all of the Subsidiary Guarantors from their obligations under the Guaranty except as contemplated by Section 8.14.(bc) or release the Parent Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsGuaranty; (ix) waive a Default or Event of Default under Section 11.1.(a); (x) amend, or waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance the Borrower’s compliance with, the Loan DocumentsSection 2.15; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 15.14) or subject the Lenders to any additional obligations or increase the commitment of any Lenderobligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations obligations of Borrower or Guarantor; (v) modify or amend change the organizational documents Pro Rata Shares (excluding any change as a result of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectan assignment of Commitments permitted under Section 15.14); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsGuaranty; (xix) waive a Default under Section 11.1(a) or (b12.1(a);; or (xix) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan DocumentsSection 14.7, or in Section 2.11 hereof with respect to a Property Release; or (xiixi) subordinate except as expressly provided in this Agreement, release any Borrower from its obligations under the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.Loan Documents Other Related Documents;

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.13) or subject the Lenders to any additional obligations or increase obligations; provided that the commitment of any Lenderforegoing shall not apply to Protective Advances made in accordance with this Agreement; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations obligations of Borrower or Guarantor; (v) modify or amend change the organizational documents Pro Rata Shares (excluding any change as a result of Borrower in any manner that could be reasonably expected to have a Material Adverse Effectan assignment of Commitments permitted under Section 13.13); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan DocumentsGuaranty; (xix) waive a Default under Section 11.1(a) or (b);; or (xix) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted EasementSection 2.8 or Section 12.7.

Unanimous Consent. Notwithstanding Any waiver of or any amendment to a provision of the foregoingLoan Documents and any action, no amendmentconsent or other determination in connection with the Loan Documents which relates to the following matters shall require the approval, waiver consent or consent shallagreement, unless in writingas the context requires, and signed by of all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) subject Section 2.6 (revocation of the Lenders to any additional obligations or increase the commitment Notice of any LenderDrawdown); (ii) reduce an Event of Default for non-payment of the principal of, or interest rates that have accrued portions of any Obligations, Stamping Fees or that will be charged on the outstanding principal amount of, the LoanStandby Fees; (iii) reduce the amount compromise or forgiveness of any principal, interest or fees payable to the Lenders hereunderin respect of any Obligations; (iv) postpone the postponement of any maturity date fixed for of any payment Obligations of principal ofthe Borrower to the Lenders, or interest onthe Agent, under the Loan (including, without limitation, the Maturity Date) Documents or for the payment of fees or any other monetary Obligations of Borrower or GuarantorPrincipal Repayment required hereby; (v) modify Sections 9.1 and 9.2 (waiver of conditions precedent to a Drawdown, Conversion or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse EffectRollover); (vi) any change (except for changes of a purely mechanical nature) in the Pro Rata Sharestypes of Accommodations, or decreases in the interest rates, Standby Fees, Stamping Fees, the Discount Rate, or the amount of any payments payable by the Borrower to the Lenders under this Agreement; (vii) amend this Section or amend the definitions a shortening of the terms used in this Agreement notice period required pursuant to Sections 2.6 and 2.7 or the other Loan Documents insofar as such definitions affect dates or timing of any payments required of the substance of Borrower under this SectionAgreement; (viii) modify an assignment or transfer by the definition Borrower of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any its rights hereunder or to modify any provision hereofand obligations under this Agreement unless specifically permitted hereunder; (ix) the release of any Guarantor from its obligations under the Guaranty except Security Documents (other than as permitted, and in accordance with, the Loan Documentscontemplated hereunder); (x) waive a Default under Section 11.1(a) any change in the thresholds for Lender approval of any increases, decreases or (b)maintenance of the Borrowing Base Limit contemplated by Article 8; (xi) release or dispose a change in the definition of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents“Required Lenders”; orand (xii) subordinate the lien provisions of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubtSections 13.11, the Administrative Agent shall have the sole right to approve14.2(a), in its reasonable discretion14.2(b), the subordination of the lien of any Deed of Trust to any Permitted Easement14.2(c) and 14.2(d).

Unanimous Consent. Notwithstanding Subject to the foregoing, no amendment, waiver or consent shallprovisions of this Section 9.9, unless otherwise specified in writingthis Agreement or another Credit Document, and signed by all of the Required Lenders (or the Administrative Agent at the upon written direction or consent of the Required Lenders) and any Borrower Party party to the relevant Credit Document may enter into agreements, waivers or supplements (with a copy of such agreement, waiver or supplement provided to the Administrative Agent) hereto for the purpose of adding, modifying or waiving any provisions to the Credit Documents or changing in any manner the rights of the Secured Parties or any Borrower Party hereunder or thereunder or waiving any Inchoate Default or Event of Default; provided that no such agreement, waiver or supplement shall, without the consent of all of the Lenders), do any of the following: (ia) subject the Lenders to any additional obligations or increase the commitment of any Lender; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of the Commitment of any fees payable to the Lenders Lender hereunder; (ivb) postpone amend any date fixed for any payment provision of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations of Borrower or Guarantorthis Section 9.9; (vc) modify release all or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions substantially all of the terms used in this Agreement or Collateral from the other Loan Documents insofar as such definitions affect the substance Lien of this Section; (viii) modify the definition any of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Collateral Documents; (xd) cause any Obligations to cease to be secured on a pari passu basis with all other Obligations; (e) extend the Date Certain or the Final Maturity Date or reduce the principal amount of any outstanding Loans or Notes or reduce the rate or change the time of payment of interest due on any Loan; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” (but not to a rate less than zero) or to waive a any obligation of Co-Borrowers to pay interest at the Default under Rate; (f) add, modify or waive any provisions to the Credit Documents so as to subordinate the Loans to any other Debt; (g) except as expressly provided herein, amend the definition of “Required Target Debt Balance Payment” or, “Target Debt Balance” or amend Section 11.1(a3.2(b)(x) or (b);xi) of the Depositary Agreement; and (xih) release permit any Co-Borrower to assign or dispose otherwise transfer any of any Collateral unless released its rights or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easementobligations under this Agreement.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations or increase the commitment of except for any Lenderincreases contemplated under Section 2.15.; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loanany Loans or other Obligations; (iii) reduce the amount of any fees Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) any Loans or for the payment of fees Fees or any other monetary Obligations of Borrower or GuarantorObligations; (v) modify change the Pro Rata Shares (excluding any change as a result of an assignment of Commitments permitted under Section 13.6. or amend the organizational documents an increase of Borrower in any manner that could be reasonably expected Commitments effected pursuant to have a Material Adverse EffectSection 2.15.); (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viiivii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ixviii) release any Guarantor from its obligations under the Guaranty (except as permitted, for releases permitted under Sections 8.14.); (ix) modify the definition of the terms “Maximum Loan Availability” or “Unencumbered Pool Value” (and the definitions used in accordance with, such definitions and the Loan Documents;percentages and rates used in the calculation thereof); or (x) waive a Default or Event of Default under Section 11.1(a) or (b11.1.(a); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

Unanimous Consent. Notwithstanding (A) An amendment or waiver that has the foregoing, no amendment, waiver effect of changing or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the followingwhich relates to: (i1) subject the Lenders to any additional obligations an increase or increase the commitment of any Lender; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce decrease in the amount of the Loan or a lengthening or shortening of the Availability Period or any fees payable amendment to the Lenders hereunder;definition of the Repayment Date; or (iv2) postpone any a reduction in the rate or rates of interest payable hereunder or in the amount of or the due date fixed for any payment of principal offor, or interest oninterest, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations payment owing or to become owing to any of Borrower or Guarantor;the Lenders hereunder; or (v3) modify any provision relating to voluntary or amend the organizational documents mandatory prepayment or scheduled payment of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect;principal or interest; or (vi4) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” Majority Lenders or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof;this clause; or (ix5) any release of a Security Document or any Guarantor from its obligations amendment, waiver, discharge or termination which would prejudice the Lenders' position under the Guaranty except as permitted, and in accordance with, the Loan Documents; (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Security Documents; or (xii6) subordinate the lien provisions of clause 26 (Sharing Among Lenders); or (7) any provision which expressly requires the consent of all the Lenders; or (8) any condition precedent to the availability for drawing of sums hereunder; or (9) clause 2.2 (Finance Party's rights and obligations) or clause 21 (Changes to the Lenders); or (10) a change to the Borrower. shall not be made without the prior written consent of all of the Deed Lenders. (B) Regardless of Trust any other than to a Permitted Easement. For provision in this Agreement, no amendment shall be effective without the avoidance consent of doubtthe Agent, the Administrative Agent shall have the sole right to approve, in its reasonable discretionCo-ordinating Arrangers, the subordination Lenders or as the case may be, the Security Trustee, where any such waiver, amendment, supplement or modification if it would otherwise amend, modify or waive any of the lien rights of the Agent, the Co-ordinating Arrangers, the Lenders or as the case may be, the Security Trustee under any Deed of Trust the Finance Documents or subject any of them to any Permitted Easementadditional obligations under such documents or amend any amount payable to them.