Common use of Unanimous Consent Clause in Contracts

Unanimous Consent. Agent shall obtain the written consent of each Holder (other than a Related A-2 Holder), prior to taking any of the following actions (each, a “Unanimous Consent Decision”): (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) the 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 such payment of principal or interest (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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to the number or percentage of Holders required to make any determinations or receive any rights hereunder; (i) subordination of the Liens created by the Loan Documents 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; (k) any waiver of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof.

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 shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) subject the Lenders to any modification additional obligations or waiver increase the commitment of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion)Lender; (bii) any modification reduce the principal of, or waiver of a material non-monetary term of interest rates that have accrued or that will be charged on the Mortgage outstanding principal amount of, the Loan; (ciii) reduce the amount of any modification or waiver that would result in fees payable to the Lenders hereunder; (iiv) the extension (other than (A) in accordance with the Loan Documents or (B) postpone any date fixed 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 such payment of principal of, or interest on, the Loan (including, without limitation, any accrued interestthe Maturity Date) or for the payment of fees or any fee (other than one month’s late charge), (iii) a deferral monetary Obligations of Borrower or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Guarantor; (v) an increase modify or reduction amend the organizational documents of Borrower in the principal amount of the Mortgage Loan (other than an increase as any manner that could be reasonably expected to have a result of Servicing Advances)Material Adverse Effect; (dvi) any waiver of an Event of Defaultchange the Pro Rata Shares; (evii) except as provided in amend this Section 5.03 below, to accelerate or amend 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definitions of the Mortgaged Property terms used in this Agreement or otherwise exercise any enforcement remediesthe other Loan Documents insofar as such definitions affect the substance of this Section; (fviii) any release modify the definition of the Borrower term “Requisite Lenders” or modify in any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iix) 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 Liens created by the Loan Documents lien of any Deed of Trust 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; (k) any waiver of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofPermitted 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 shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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 Advancesan assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations; (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; (iii) reduce the amount of any Fees payable to the Lenders hereunder (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); (div) except for waivers permitted under the last sentence of Section 13.7(a), postpone any waiver date fixed for any payment of an Event principal of, or interest on, any Loans or for the payment of DefaultFees or any other Obligations (including without limitation any extension of the Maturity Date except in accordance with Section 2.15.); (ev) except as provided in Section 5.03 below, to accelerate change the Maturity Date, commence foreclosure proceedings, accept the conveyance definitions of title to the Mortgaged Property in lieu of foreclosure Commitment Percentage 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesPro Rata Share; (fvi) any release amend this Section or amend the definitions of the Borrower terms used in this Agreement or any guarantor from liability with respect to the Mortgage other Loan or any modification to, waiver Documents insofar as such definitions affect the substance of any provision of, or release of, any guaranty or indemnity agreementthis Section; (gvii) modify the definition of the terms “Required Approval Lenders,” “Requisite Lenders” or “Super-Majority Lenders” or modify in any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created Guaranty except as contemplated by the Loan Documents 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 itSection 4.2.; (kix) any waiver waive a Default or Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerDefault under Section 11.1.(a); (lx) amend, or waive the voting on any plan of reorganizationBorrower’s compliance with, restructuring or similar plan in the bankruptcy of the Mortgage Loan BorrowerSection 2.16; andor (mxi) release or dispose of any other matter for which collateral unless released or disposed of as permitted by, and in accordance with, Section 12.3 or Section 4.2. Notwithstanding the approval provisions of Section 3.9.(a)(ii), no action shall be taken under clauses (i), (ii), (iii) or consent of the A-2 Holder is required hereunder, including, (iv) above that would affect a Defaulting Lender without limitation, the matters described in Section 3.07(d) hereofits written consent.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or Administrative Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) any modification or waiver of a monetary term increase the Commitments of the Mortgage Loan Lenders (except that Agent may waive 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 all default interest and/or late fees in its sole discretion)subject the Lenders to any additional obligations; (bii) any modification reduce the principal of, or waiver of a material non-monetary term of interest or interest rates that have accrued or that will be charged on the Mortgage outstanding principal amount of, the Loan; (ciii) reduce the amount of any modification or waiver that would result in fees payable to the Lenders hereunder; (iiv) the extension (other than (A) in accordance with the Loan Documents or (B) postpone any date fixed 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 such payment of principal of, or interest on, the Loan (including, without limitation, any accrued interestthe Maturity Date) or for the payment of fees or any fee (other than one month’s late charge), (iii) a deferral obligations of Borrower or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Guarantor; (v) an increase change any Lender’s pro rata share of payments made or reduction received in the principal amount of the Mortgage connection with any Loan (other than an increase excluding any change as a result of Servicing Advancesan assignment of Loans permitted under Section 9.1); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of except and only to the Liens created by the Loan Documents to extent contemplated under any other liens securing indebtedness of Borrower or otherwise; andGuaranty, release any Guarantor from its obligations under any Guaranty; (jix) waive a Default under Section 10.1(a); (x) consent to any senior or subordinate financing and any loan Transfer that may replace it;is not a Permitted Transfer; or (kxi) any waiver of release or determination not to enforce 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 dispose of any REO Property) collateral for the Loan unless released or on any transfer disposed of any direct or indirect ownership interest as permitted by, and in the Mortgage Loan Borrower; (l) the voting on any plan of reorganizationaccordance with, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof13.19.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of Lenders (or Administrative Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 HolderLenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) increase the Commitments of Lenders (excluding any modification increase as a result of an assignment of Commitments permitted under Section 12.12) or waiver of a monetary term of the Mortgage Loan (except that Agent may waive subject Lenders to any or all default interest and/or late fees in its sole discretion)additional obligations; (bii) any modification reduce the principal of, or waiver of a material non-monetary term of interest rates that have accrued or that will be charged on the Mortgage outstanding principal amount of, the Loan; (ciii) except for waivers permitted under Section 12.11(a), reduce the amount of any modification or waiver that would result in fees payable to Lenders hereunder; (iiv) the extension (other than (A) in accordance with the Loan Documents or (B) except for a period of no more than thirty (30) days) or acceleration of the Maturity Datewaivers permitted under Section 12.11(a), (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 postpone any such date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, any accrued interestthe Maturity Date) or for the payment of fees or any fee (other than one month’s late charge), (iii) a deferral obligations of Borrower or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Guarantor; (v) an increase or reduction in change the principal amount of the Mortgage Loan Pro Rata Shares (other than an increase excluding any change as a result of Servicing Advancesan assignment of Commitments permitted under Section 12.12); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents 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 itGuaranty; (kix) any waiver of waive a Default under Section 10.1(a); or (x) release or determination not to enforce 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 dispose of any REO Property) Collateral unless released or on any transfer disposed of any direct as permitted by, and in accordance with, Section 11.7, or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofas 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 shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) any modification or waiver of a monetary term increase the Commitments of the Mortgage Loan Lenders (except that Agent may waive excluding any increase as a result of an assignment of Commitments permitted under Section 11.13) or all default interest and/or late fees in its sole discretion)subject the Lenders to any additional obligations; (bii) any modification reduce the principal of, or waiver of a material non-monetary term of interest rates that have accrued or that will be charged on the Mortgage outstanding principal amount of, the Loan; (ciii) reduce the amount of any modification or waiver that would result in fees payable to the Lenders hereunder; (iiv) the extension (other than (A) in accordance with the Loan Documents or (B) postpone any date fixed 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 such payment of principal of, or interest on, the Loan (including, without limitation, any accrued interestthe Maturity Date) or for the payment of fees or any fee (other than one month’s late charge), (iii) a deferral obligations of Borrower or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Guarantor; (v) an increase or reduction in change the principal amount of the Mortgage Loan Pro Rata Shares (other than an increase excluding any change as a result of Servicing Advancesan assignment of Commitments permitted under Section 11.13); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Default;this Section; ws4E6.tmp 36 (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term "Requisite Lenders" or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents 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 itGuaranty; (kix) any waiver of waive a Default under Section 9.1(a); or (x) release or determination not to enforce 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 dispose of any REO Property) Collateral unless released or on any transfer disposed of any direct or indirect ownership interest as permitted by, and in the Mortgage Loan Borrower; (l) the voting on any plan of reorganizationaccordance with, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof10.7.

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 Administrative Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Individual Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitment of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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 Advancesan assignment of Loans permitted under Section 12.1(b)) or convert or exchange the Loans for any other 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 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, any Loan (including the Maturity Date) or for the payment of fees or any other obligations of Borrower or Sponsor; (v) change any Lender’s Pro Rata Shares; (vi) 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; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of Lenders required to make any determinations or waive any rights hereunder or modify any provision hereof; (viii) release any Guarantor from its obligations under the Guaranty or the Environmental Indemnity except as expressly contemplated by its terms; (ix) waive a Default or Event of Default under Section 8.1(a); (dx) release or dispose of any waiver Collateral except as expressly permitted by the Loan Documents; (xi) accelerate the Loan after the occurrence 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to the number or percentage of Holders required to make any determinations or receive any rights hereunder; (i) subordination of the Liens created by the Loan Documents to any other liens securing indebtedness of Borrower or otherwise; and (jxii) consent to any senior further Liens or subordinate financing and any loan that may replace it; (k) any waiver of or determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause or any other restriction encumbrances on the sale Property or transfer the pledge of the Mortgaged Property or any portion thereof (but not any sale or transfer of any REO Property) or on any transfer of any direct or indirect ownership interest interests in the Mortgage Loan Borrower; (lxiii) execute any agreement providing for the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy subordination of the Mortgage Loan BorrowerLoan, or the Lien of the Mortgages, to any other interest which would constitute a Lien on the Properties; andor (mxiv) consent to any other matter for which the approval or consent Transfer of the A-2 Holder is required hereunder, including, without limitation, Loan by the matters described in Section 3.07(d) hereofBorrower.

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 Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderall of such Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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)an assignment of Commitments permitted under Section 13.7.) or subject the Lenders to any additional obligations except for any increases contemplated under Section 2.12.; (dii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, any waiver of an Event of DefaultLoans or other Obligations; (eiii) except as provided in Section 5.03 below, to accelerate reduce the Maturity Date, commence foreclosure proceedings, accept the conveyance amount of title any Fees payable 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesLenders hereunder; (fiv) postpone any release date fixed for any payment of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision principal of, or release ofinterest on, any guaranty Loans or indemnity agreementfor the payment of Fees or any other Obligations; (gv) any substitution change the definitions of Revolving Commitment Percentages, Term Loan Shares or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consentPro Rata Shares; (hvi) 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; (vii) modify the definition of the term “Requisite Lenders” or modify in any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents 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 itGuaranty except as contemplated under Section 8.13.(d); (kix) any waiver waive a Default or Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerDefault under Section 11.1.(a); (lx) amend, or waive the voting on any plan of reorganizationBorrower’s compliance with, restructuring or similar plan in the bankruptcy of the Mortgage Loan BorrowerSection 2.11.; andor (mxi) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in amend Section 3.07(d) hereof3.2.

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 shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) any modification or waiver of a monetary term increase the Commitments of the Mortgage Loan Lenders (except that Agent may waive excluding any increase as a result of an assignment of Commitments permitted under Section 13.13) or all default interest and/or late fees in its sole discretion)subject the Lenders to any additional obligations; (bii) any modification reduce the principal of, or waiver of a material non-monetary term of interest rates that have accrued or that will be charged on the Mortgage outstanding principal amount of, the Loan; (ciii) reduce the amount of any modification or waiver that would result in fees payable to the Lenders hereunder; (iiv) the extension (other than (A) in accordance with the Loan Documents or (B) postpone any date fixed 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 such payment of principal of, or interest on, the Loan (including, without limitation, any accrued interestthe Maturity Date) or for the payment of fees or any fee (other than one month’s late charge), (iii) a deferral obligations of Borrower or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Guarantor; (v) an increase or reduction in change the principal amount of the Mortgage Loan Pro Rata Shares (other than an increase excluding any change as a result of Servicing Advancesan assignment of Commitments permitted under Section 13.13); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of the Liens created by the Loan Documents to release any other liens securing indebtedness of Borrower or otherwise; and (j) consent to any senior or subordinate financing and any loan that may replace itGuarantor from its obligations under its guaranty except as expressly permitted in its guaranty; (kix) any waiver of or determination not to enforce waive 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerDefault under Section 11.1(a); (lx) the voting on release or dispose of any plan Collateral, unless released or disposed of reorganizationas permitted by, restructuring and in accordance with, Section 12.7; or (xi) amend or similar plan in the bankruptcy waive Borrower’s obligation to repay any outstanding portion of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent in excess of the A-2 Holder is required hereunderAggregate Commitment, including, without limitation, the matters described as provided in Section 3.07(d) hereof2.1(b).

Unanimous Consent. Notwithstanding the foregoing 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 shall obtain regarding fees owed only to the Administrative Agent) shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent, at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking but excluding any Defaulting Lender, do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Individual Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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 Advancesan assignment of any Individual Loan Commitments permitted under Section 11.15 hereof) or subject the Lenders to any additional obligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of the Loans; (iii) reduce the amount of any Fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal and/or interest on the Loan or for the payment of any Fees or any other payments due and payable by Borrower hereunder or under the other Loan Documents; (v) change the Pro Rata Shares (excluding any change as a result of an assignment of any Individual Loan Commitment permitted under Section 11.15 hereof); (dvi) waive any waiver of requirement to deliver or maintain an Event of DefaultInterest Rate Protection Agreement; (evii) except as provided in amend this Section 5.03 below, to accelerate or amend 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definitions of the Mortgaged Property terms used in this Agreement or otherwise exercise any enforcement remediesthe other Loan Documents insofar as such definitions affect the substance of this Section; (fviii) any release modify the definition of the Borrower term “Requisite Lenders” or modify in any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or of percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iix) subordination of the Liens created permit any Prohibited Transfer or permit any assignment by the Loan Documents Borrower pursuant to any other liens securing indebtedness of Borrower or otherwise; andSection 6.4 hereof. (jx) consent release any Guarantor from its obligations under the Guaranty unless expressly permitted pursuant to any senior the terms hereof or subordinate financing and any loan that may replace itunder the other Loan Documents; (kxi) any waiver waive a Default or Event of Default under Section 10.1(a)(A) or determination not to enforce a “due-on-sale” (B) hereof; (xii) amend or “due-on-encumbrance” clause otherwise waive the requirements of Section 10.2(g) hereof; or (xiii) release or any other restriction on the sale or transfer dispose of the Mortgaged Property or any portion thereof (but not unless released in accordance with the express terms hereof. Wherever any sale approval, consent or transfer 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 any REO Property) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy all of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofLenders.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderall of the Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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)an assignment of Commitments permitted under Section 13.7.) or subject the Lenders to any additional obligations except for any increases contemplated under Section 2.16.; (dii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, any waiver of an Event of DefaultLoans or other Obligations; (eiii) except as provided in Section 5.03 below, to accelerate reduce the Maturity Date, commence foreclosure proceedings, accept the conveyance amount of title any Fees payable 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesLenders hereunder; (fiv) postpone any release date fixed for any payment of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision principal of, or release ofinterest on, any guaranty Loans or indemnity agreementfor the payment of Fees or any other Obligations; (gv) change the Commitment Percentages (excluding any substitution change as a result of an assignment of Commitments permitted under Section 13.7. or release an increase of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consentCommitments effected pursuant to Section 2.16.;); (hvi) 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; (vii) modify the definition of the term “Requisite Lenders” or modify in any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents 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 itGuaranty except as contemplated under Section 8.13.(d); (kix) any waiver waive a Default or Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerDefault under Section 11.1.(a); (lx) amend, or waive the voting on any plan of reorganizationBorrower’s compliance with, restructuring or similar plan in the bankruptcy of the Mortgage Loan BorrowerSection 2.15.; andor (mxi) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in amend Section 3.07(d) hereof3.2.

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 shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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 Advancesan assignment of Commitments permitted under Section 13.6) or subject the Lenders to any additional obligations, except for any increases 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, any Loans or other Obligations; (iii) reduce the amount of any 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, any Loans or for the payment of Fees (other than Fees to Administrative Agent pursuant to the Fee Letter) or any other Obligations, or extend the expiration date of any Letter of Credit beyond the Termination Date; (v) change the Pro Rata Shares (excluding any change as a result of an assignment of Commitments permitted under Section 13.6 or an increase of Commitments effected pursuant to Section 2.14); (dvi) any waiver amend this Section 13.7 or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section 13.7; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents 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 itGuaranty except as contemplated under Section 8.14; (kix) any waiver modify the definitions of or determination not to enforce a the terms “due-on-saleMaximum Availability” or “due-on-encumbrancePool Value” clause (or any other restriction on the sale definitions used in such definition or transfer the percentages or rates used in the calculation thereof), or modifying the provisions of the Mortgaged Property or any portion thereof (but not any sale or transfer of any REO PropertySections 2.1(a)(i), 2.8(b)(ii) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower2.13 which utilize such terms; (lx) the voting on any plan waive a Default or Event of reorganization, restructuring Default under Section 11.1(a) or similar plan in the bankruptcy of the Mortgage Loan BorrowerSection 11.1(l)(i); andor (mxi) any other matter for which amend, or waive the approval or consent of the A-2 Holder is required hereunderBorrower’s compliance with, including, without limitation, the matters described in Section 3.07(d) hereof2.8(b)(ii).

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by each of the Lenders directly and adversely affected thereby (or the Administrative Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holdersuch Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase or extend the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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)an assignment of Commitments permitted under Section 13.6) or subject the Lenders to any additional obligations except for any increases contemplated under Section 2.16; (dii) any 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 Loan or other Obligations (other than a waiver of an Event default interest and changes in calculation of Defaultthe 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; (eiii) except as provided in Section 5.03 below, to accelerate reduce the Maturity Date, commence foreclosure proceedings, accept the conveyance amount of title any Fees payable 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesLenders hereunder; (fiv) postpone any release date on which a scheduled payment of principal of the Borrower Loan, any Fees or any guarantor from liability with respect other Obligations, is to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreementbe made; (gv) any substitution change the definitions of Commitment Percentage or release Pro Rata Share or amend or otherwise modify the provisions of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consentSection 3.2; (hvi) amend subsection (a) or this subsection (b) of this Section 13.7; (vii) modify the definition of the term “Requisite Lenders” or modify in any modification to other manner that reduces the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination release (A) all or substantially all of the Liens created Subsidiary Guarantors from their obligations under the Guaranty (except as contemplated by Section 8.14 or 8.15) or release the Loan Documents to any other liens securing indebtedness Parent Guarantor from its obligations under the Guaranty, or (B) all or substantially all of Borrower the value of the Collateral (except as contemplated by Sections 8.15 or otherwise; and 13.7(g)) or all or substantially all of the Covenant Relief Collateral (j) consent to any senior except as contemplated by Sections 8.16 or subordinate financing and any loan that may replace it13.7(g)); (kix) any waiver waive a Default or Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerDefault under Section 11.1(a); (lx) amend, or waive the voting on any plan of reorganizationBorrower’s compliance with, restructuring or similar plan in the bankruptcy of the Mortgage Loan BorrowerSection 2.15; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof.or

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 shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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 Advancesan assignment of Commitments permitted under Section 13.6) or subject the Lenders to any additional obligations; (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; (iii) reduce the amount of any Fees payable to the Lenders hereunder (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); (div) except for waivers permitted under the last sentence of Section 13.7(a), postpone any waiver date fixed for any payment of an Event principal of, or interest on, any Loans or for the payment of DefaultFees or any other Obligations (including without limitation any extension of the Maturity Date except in accordance with Section 2.10); (ev) except as provided in Section 5.03 below, to accelerate change the Maturity Date, commence foreclosure proceedings, accept the conveyance definitions of title to the Mortgaged Property in lieu of foreclosure Commitment Percentage 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesPro Rata Share; (fvi) any release amend this Section or amend the definitions of the Borrower terms used in this Agreement or any guarantor from liability with respect to the Mortgage other Loan or any modification to, waiver Documents insofar as such definitions affect the substance of any provision of, or release of, any guaranty or indemnity agreementthis Section; (gvii) modify the definition of the terms “Requisite Lenders” or modify in any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents 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 itGuaranty; (kix) any waiver waive a Default or Event of Default under Section 11.1(a); or (x) release or determination not to enforce 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 dispose of any REO Propertycollateral unless released or disposed of as permitted by, and in accordance with, Section 12.3. Notwithstanding the provisions of Section 3.9(a)(ii), no action shall be taken under clauses (i), (ii), (iii) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (liv) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, above that would affect a Defaulting Lender without limitation, the matters described in Section 3.07(d) hereofits written consent.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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 Advancesan assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations except for any increases 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, any Loans or other Obligations; (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, any Loans or for the payment of Fees or any other Obligations; (v) change the Pro Rata Shares (excluding any change as a result of an assignment of Commitments permitted under Section 13.6. or an increase of Commitments effected pursuant to Section 2.15.); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination release any Guarantor from its obligations under the Guaranty (except for releases of the Liens created by the Loan Documents Persons not required 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 itbe a Guarantor under Section 8.14.); (kix) any waiver modify the definition of or determination not to enforce a the terms “due-on-saleMaximum Loan Availability”, “Borrowing Base”, “Unencumbered Pool Value” 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower;Unsecured Liabilities”; or (lx) the voting on any plan waive a Default or Event of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Default under Section 3.07(d) hereof11.1.(a).

Unanimous Consent. Notwithstanding anything in this Agreement to the contrary, Agent shall obtain not take any of the following 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 Holder Lender to the proposed action described in the Action Notice within fifteen Business Days after receipt by such Lender of such Action Notice (other than a Related A-2 Holderprovided, 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), prior (d), (e), (h), (i) or (j) below, and (B) consented to taking any of the following actions (each, a “Unanimous Consent Decision”):all other actions: (a) any modification or waiver Waive an Event of a monetary term Default that arises from the failure of the Mortgage Loan (except that Agent may waive any Borrowers to make a principal or all default interest and/or late fees in its sole discretion)payment on the Loans on the date such payment is due and payable; (b) any modification or waiver Waive an Event of Default that arises from the breach of a material non-monetary term of the Mortgage Loan;financial covenant set forth in Article X (Financial Covenants) (c) any modification or waiver Waive an Event of Default that would result arises from the occurrence of an event described in Section 11.1(h) (i) the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) daysInvoluntary Bankruptcy) or acceleration of the Maturity Date, Section 11.1(i) (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 such payment of principal or interest (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 AdvancesInsolvency; Voluntary Bankruptcy); (d) any waiver of an Event of DefaultExtend the Maturity Date; (e) except as provided in Section 5.03 below, to accelerate Amend the Maturity Date, commence foreclosure proceedings, accept the conveyance of title to the Mortgaged Property in lieu of foreclosure Aggregate Revolving Credit Commitment 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesLender's Pro Rata Share; (f) any release Amend the terms of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreementSection 2.14 (Fees); (g) any substitution or release Amend the definition of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent"Requisite Lenders"; (h) any modification to Amend the number definition of "Fixed Rate", "Floating Rate", "Permitted City Project Advances", "Permitted Suburban Project Advances" or percentage of Holders required to make any determinations or receive any rights hereunder"Permitted Unique Project Advances" as set forth in this Agreement; (i) subordination of the Liens created by the Loan Documents 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; (k) any waiver of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof.

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 shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) any modification or waiver of a monetary term increase the Commitments of the Mortgage Loan Lenders (except that Agent may waive excluding any increase (A) pursuant to Section 2.15 or all default interest and/or late fees in its sole discretion)(B) as a result of an assignment of Commitments permitted under Section 13.13) or subject the Lenders to any additional obligations; (bii) any modification reduce the principal of, or waiver of a material non-monetary term of interest rates that have accrued or that will be charged on the Mortgage outstanding principal amount of, the Loan; (ciii) reduce the amount of any modification or waiver that would result in fees payable to the Lenders hereunder; (iiv) the extension (other than (A) in accordance with the Loan Documents or (B) postpone any date fixed 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 such payment of principal of, or interest on, the Loan (including, without limitation, any accrued interestthe Maturity Date) or for the payment of fees or any fee (other than one month’s late charge), (iii) a deferral obligations of Borrowers or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Guarantor; (v) an increase or reduction in change the principal amount of the Mortgage Loan Pro Rata Shares (other than an increase excluding any change as a result of Servicing Advances(A) an increase in the Aggregate Loan Commitment pursuant to Section 2.15 or (B) an assignment of Commitments permitted under Section 13.13); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term "Requisite Lenders" or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination release any guarantor of the Liens created by the Loan Documents to any other liens securing indebtedness of Borrower or otherwise; and (jif any) consent to any senior or subordinate financing and any loan that may replace itfrom its obligations under its guaranty; (kix) any waiver of or determination not to enforce waive 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower;Default under Section 11.1(a); or (lx) the voting on any plan release or dispose of reorganizationCollateral unless released or disposed of as permitted by, restructuring and in accordance with, Section 2.10 or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof12.7.

Unanimous Consent. Agent shall obtain the written consent Any waiver of each Holder (other than or any amendment to a Related A-2 Holder), prior to taking any provision of the Loan Documents and any action, consent or other determination in connection with the Loan Documents which relates to the following actions (eachmatters shall require the approval, a “Unanimous Consent Decision”):consent or agreement, as the context requires, of all of the Lenders: (ai) any modification or waiver of a monetary term Section 2.6 (revocation of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretionNotice of Drawdown); (bii) any modification or waiver an Event of a material Default for non-monetary term payment of the Mortgage Loanprincipal or interest portions of any Obligations, Stamping Fees or Standby Fees; (c) any modification or waiver that would result in (iiii) the extension compromise or forgiveness of any principal, interest or fees payable in respect of any Obligations; (other than (Aiv) in accordance with the postponement of any maturity date of any Obligations of the Borrower to the Lenders, or the Agent, under 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 such payment of principal or interest (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 Principal Repayment required hereby; (v) an increase Sections 9.1 and 9.2 (waiver of conditions precedent to a Drawdown, Conversion or reduction in the principal amount of the Mortgage Loan (other than an increase as a result of Servicing AdvancesRollover); (dvi) any waiver change (except for changes of an Event a purely mechanical nature) in the types of DefaultAccommodations, 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; (evii) 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession shortening of the Mortgaged Property notice period required pursuant to Sections 2.6 and 2.7 or otherwise exercise the dates or timing of any enforcement remediespayments required of the Borrower under this Agreement; (fviii) any release of an assignment or transfer by the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as its rights and obligations under this Agreement unless specifically permitted by the Loan Documents without Holders’ consent; (h) any modification to the number or percentage of Holders required to make any determinations or receive any rights hereunder; (iix) subordination the release of any Security Documents (other than as contemplated hereunder); (x) any change in the thresholds for Lender approval of any increases, decreases or maintenance of the Liens created Borrowing Base Limit contemplated by Article 8; (xi) a change in the Loan Documents to any other liens securing indebtedness definition of Borrower or otherwisethe “Required Lenders”; and (j) consent to any senior or subordinate financing and any loan that may replace it; (k) any waiver of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (lxii) the voting on any plan provisions of reorganizationSections 13.11, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m14.2(a), 14.2(b), 14.2(c) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofand 14.2(d).

Unanimous Consent. Agent shall obtain the written consent Any waiver of each Holder (other than or any amendment to a Related A-2 Holder), prior to taking any provision of the Loan Documents and any action, consent or other determination in connection with the Loan Documents which relates to the following actions (eachmatters shall require the approval, a “Unanimous Consent Decision”):consent or agreement, as the context requires, of all of the Lenders: (ai) any modification or waiver of a monetary term Section 2.4 (revocation of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretionNotice of Drawdown); (bii) any modification or waiver an Event of a material Default for non-monetary term payment of the Mortgage Loanprincipal or interest portions of any Obligations, Stamping Fees or Standby Fees; (c) any modification or waiver that would result in (iiii) the extension compromise or forgiveness of any principal, interest or fees payable in respect of any Obligations; (other than (Aiv) in accordance with the postponement of any maturity date of any Obligations of the Borrower to the Lenders, or the Agent, under 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 such payment of principal or interest (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 Principal Repayment required hereby; (v) an increase Sections 8.1 and 8.2 (waiver of conditions precedent to a Drawdown, Conversion or reduction in the principal amount of the Mortgage Loan (other than an increase as a result of Servicing AdvancesRollover); (dvi) any waiver change (except for changes of an Event a purely mechanical nature) in the types of DefaultAccommodations, 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; (evii) except an increase in the Commitments of any Lender other than as provided for herein or an increase in Section 5.03 below, to accelerate the Maturity Date, commence foreclosure proceedings, accept the conveyance Aggregate Commitments 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesall Lenders; (fviii) a shortening of the notice period required pursuant to Sections 2.4 and 2.5 or the dates or timing of any release payments required of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreementunder this Agreement; (gix) any substitution an assignment or release of collateral for the Mortgage Loan, except as permitted transfer by the Loan Documents without Holders’ consent; (h) Borrower of any modification to the number or percentage of Holders required to make any determinations or receive any its rights and obligations under this Agreement unless specifically permitted hereunder; (ix) subordination the release of any Security Documents (other than as contemplated hereunder) or the Liens created by the Loan Documents to amendment of any other liens securing indebtedness material term of Borrower or otherwise; and (j) consent to any senior or subordinate financing and any loan that may replace ita Subordination Agreement; (kxi) any waiver change in the thresholds for Lender approval of any increases, decreases or determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause or any other restriction on the sale or transfer maintenance of the Mortgaged Property or any portion thereof (but not any sale or transfer of any REO Property) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerBorrowing Base Limit contemplated by Article 7; (lxii) a change in the definition of the “Required Lenders”; or (xiii) the voting on any plan provisions of reorganizationSections 11.2(a), restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m11.2(b) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofand 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 shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive increase any or all default interest and/or late fees in its sole discretionof 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; (bii) any modification reduce the principal of, or waiver of a material non-monetary term of interest rates that have accrued or that will be charged on the Mortgage Loanoutstanding principal amount of, the Facility, other than as expressly provided in this Agreement; (ciii) reduce the amount of any modification or waiver that would result in fees payable to the Lenders hereunder; (iiv) the extension (other than (A) in accordance with the Loan Documents or (B) postpone any date fixed 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 such required payment of principal of, or interest on, the Facility (including, without limitation, any accrued interestthe Maturity Date) or for the payment of fees or any fee (other than one month’s late charge), (iii) a deferral obligations of Borrower or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Guarantor; (v) an increase or reduction in change the principal amount of the Mortgage Loan Pro Rata Shares (other than an increase excluding any change as a result of Servicing AdvancesSection 2.14 or an assignment of Commitments permitted under Section 13.13); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination release any Guarantor from its obligations under its Guaranty, other than in accordance with its respective terms or the terms of the Liens created by the Loan Documents 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 itthis Agreement; (kix) waive a Default or Potential Default under Section 10.1(a). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder and any amendment, waiver or consent which by its terms requires the consent of all Lenders or determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause or any other restriction on each affected Lender may be effected with the sale or transfer of the Mortgaged Property or any portion thereof (but not any sale or transfer of any REO Property) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunderapplicable Lenders other than Defaulting Lenders, including, except that the Commitment of any Defaulting Lender may not be increased without limitation, the matters described in Section 3.07(d) hereofconsent of such Lender.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of Lenders (or Administrative Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 HolderLenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) any modification or waiver of a monetary term increase the commitments of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion)Lenders; (bii) any modification reduce the principal of, or waiver of a material non-monetary term of interest rates that have accrued or that will be charged on the Mortgage outstanding principal amount of, the Loan; (ciii) reduce the amount of any modification or waiver that would result in fees payable to Lenders hereunder; (iiv) the extension (other than (A) in accordance with the Loan Documents or (B) postpone any date fixed 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 such payment of principal of, or interest on, the Loan (including, without limitation, any accrued interestthe Maturity Date) or for the payment of fees or any fee (other than one month’s late charge), (iii) a deferral obligations of Borrower or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Guarantor; (v) an increase or reduction in change the principal amount of the Mortgage Loan Pro Rata Shares (other than an increase excluding any change as a result of Servicing Advancesan assignment of Portions permitted under Section 12.12); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents 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 itGuaranty; (kix) any waiver of waive a Default under Section 10.1(a); or determination not to enforce a “due-on-sale” (x) release 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 dispose of any REO Property) Collateral unless released or on any transfer disposed of any direct as permitted by, and in accordance with, Section 11.7, or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofas otherwise expressly permitted under this Agreement.

Unanimous Consent. Subject to the provisions of this Section 9.9, unless otherwise specified in this Agreement or another Credit Document, the Required Lenders (or the Administrative Agent shall obtain the upon written direction or consent of each Holder the Required Lenders) and any Borrower Party party to the relevant Credit Document may enter into agreements, waivers or supplements (other than with a Related A-2 Holder)copy of such agreement, prior waiver or supplement provided to taking 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 following actions (eachSecured Parties or any Borrower Party hereunder or thereunder or waiving any Inchoate Default or Event of Default; provided that no such agreement, a “Unanimous Consent Decision”):waiver or supplement shall, without the consent of all of the Lenders: (a) any modification or waiver of a monetary term increase the amount of the Mortgage Loan (except that Agent may waive Commitment of any or all default interest and/or late fees in its sole discretion)Lender hereunder; (b) amend any modification or waiver provision of a material non-monetary term of the Mortgage Loanthis Section 9.9; (c) any modification release all or waiver that would result in (i) the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration substantially all of the Maturity Date, (ii) a reduction in Collateral from the interest rate or the monthly debt service payment or Prepayment Premium payable on the Mortgage Loan or a loss Lien of any of the right to receive any such payment of principal or interest (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)Collateral Documents; (d) cause any waiver of an Event of DefaultObligations to cease to be secured on a pari passu basis with all other Obligations; (e) except as 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 in Section 5.03 below, to accelerate that only 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession consent of the Mortgaged Property Required Lenders shall be necessary to amend the definition of “Default Rate” (but not to a rate less than zero) or otherwise exercise to waive any enforcement remediesobligation of Co-Borrowers to pay interest at the Default Rate; (f) add, modify or waive any release of the Borrower or any guarantor from liability with respect provisions to the Mortgage Loan or Credit Documents so as to subordinate the Loans to any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreementother Debt; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by expressly provided herein, amend the Loan Documents without Holders’ consent;definition of “Required Target Debt Balance Payment” or, “Target Debt Balance” or amend Section 3.2(b)(x) or (xi) of the Depositary Agreement; and (h) permit any modification Co-Borrower to the number assign or percentage otherwise transfer any of Holders required to make any determinations its rights or receive any rights hereunder; (i) subordination of the Liens created by the Loan Documents 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; (k) any waiver of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofobligations 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 Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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 Advancesan assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations except for any increases 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, any Loans or other Obligations; (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, any Loans or for the payment of Fees or any other Obligations; (v) change the Pro Rata Shares (excluding any change as a result of an assignment of Commitments permitted under Section 13.6. or an increase of Commitments effected pursuant to Section 2.15.); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents to any other liens securing indebtedness of Borrower or otherwise; and Guaranty (j) consent to any senior or subordinate financing and any loan that may replace itexcept for releases permitted under Sections 8.14.); (kix) any waiver modify the definition of or determination not to enforce a the terms “due-on-saleMaximum Loan Availability” or “due-on-encumbranceUnencumbered Pool Value” clause or any other restriction on (and the sale or transfer of definitions used in such definitions and the Mortgaged Property or any portion thereof (but not any sale or transfer of any REO Property) or on any transfer of any direct or indirect ownership interest percentages and rates used in the Mortgage Loan Borrower;calculation thereof); or (lx) the voting on any plan waive a Default or Event of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Default under Section 3.07(d) hereof11.1.(a).

Unanimous Consent. Agent shall obtain the written consent Any waiver of each Holder (other than or any amendment to a Related A-2 Holder), prior to taking any provision of the following actions (each, a “Unanimous Consent Decision”):Loan Documents which relates to: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) the extension (other than (A) a change in accordance with the Loan Documents or types of Borrowings available, (B) for a period decrease in the notice periods applicable thereto or in the Applicable Pricing Margin or the amount of no more than thirty any payments payable by the Borrower to the Lenders under this Agreement (30) daysbut excluding any 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 amount of agency fees which may be varied with the consent of the Agent) or acceleration (C) an extension of the Maturity Date, dates of any payments payable by the Borrower to the Lenders under this Agreement other than as provided for herein; (ii) a reduction change in the interest rate or the monthly debt service payment or Prepayment Premium payable on the Mortgage Loan or a loss any Commitment of the right to receive any such payment of principal or interest (including, without limitation, any accrued interest) or any fee (Lender other than one month’s late charge), as provided for herein; (iii) a deferral or forgiveness change in the definition of interest on or principal “Event of the Mortgage Loan, or Default”; (iv) a discounted pay-off change in the definition of the Mortgage Loan, “Lender’s Proportion” or any other provision hereof that requires treatment of Lenders on a pro rata basis; (v) an increase or reduction a change in the principal amount definition of the Mortgage Loan (other than an increase as a result of Servicing Advances)“Majority Lenders”; (dvi) any waiver a change in the definition of an Event of Default“Maturity Date”; (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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remedies; (fvii) any release of the Borrower any guarantee or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral security provided by a Subsidiary for the Mortgage Loan, except as permitted by benefit of the Loan Documents without Holders’ consent; (h) any modification to the number or percentage of Holders required to make any determinations or receive any rights Lenders hereunder; (iviii) subordination any matter which, pursuant to the Loan Documents, specifically requires the consent or agreement of each or all of the Liens created by the Loan Documents 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 itLenders; (k) any waiver of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (lix) the voting on any plan rights given to a Defaulting Lender pursuant to the proviso in Section 12.20(a)(ii); or (x) the provisions of reorganization, restructuring this Section 12.12(a); shall bind the Lenders only if such waiver or similar plan amendment is agreed to in the bankruptcy writing by all of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofLenders.

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 shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) any modification or waiver of a monetary term increase the Commitments of the Mortgage Loan Lenders (except that Agent may waive excluding any increase as a result of an assignment of Commitments permitted under Section 13.13) or all default interest and/or late fees in its sole discretion)subject the Lenders to any additional obligations; (bii) any modification reduce the principal of, or waiver of a material non-monetary term of interest rates that have accrued or that will be charged on the Mortgage outstanding principal amount of, the Loan; (ciii) reduce the amount of any modification or waiver that would result in fees payable to the Lenders hereunder; (iiv) the extension (other than (A) in accordance with the Loan Documents or (B) postpone any date fixed 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 such payment of principal of, or interest on, the Loan (including, without limitation, any accrued interestthe Maturity Date) or for the payment of fees or any fee (other than one month’s late charge), (iii) a deferral obligations of Borrowers or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Guarantor; (v) an increase or reduction in change the principal amount of the Mortgage Loan Pro Rata Shares (other than an increase excluding any change as a result of Servicing Advancesan assignment of Commitments permitted under Section 13.13); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination release any guarantor of the Liens created by the Loan Documents to any other liens securing indebtedness of Borrower or otherwise; and (jif any) consent to any senior or subordinate financing and any loan that may replace itfrom its obligations under its guaranty; (kix) any waiver of or determination not to enforce waive 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerDefault under Section 11.1(a); (lx) the voting on release or dispose of Collateral unless released or disposed of as permitted by, and in accordance with, Section 12.7 or Section 2.10; or (xi) amend or waive Borrowers’ obligation to repay any plan of reorganization, restructuring or similar plan in the bankruptcy outstanding portion of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent in excess of the A-2 Holder is required hereunderAggregate Commitment, including, without limitation, the matters described as provided in Section 3.07(d) hereof2.1(b).

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 shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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 Advancesan assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations; (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; (iii) reduce the amount of any Fees payable to the Lenders hereunder (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); (div) except for waivers permitted under the last sentence of Section 13.7.(a), postpone any waiver date fixed for any payment of an Event principal of, or interest on, any Loans or for the payment of DefaultFees or any other Obligations (including without limitation any extension of the Maturity Date except in accordance with Section 2.15.); (ev) except as provided in Section 5.03 below, to accelerate change the Maturity Date, commence foreclosure proceedings, accept the conveyance definitions of title to the Mortgaged Property in lieu of foreclosure Commitment Percentage 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesPro Rata Share; (fvi) any release amend this Section or amend the definitions of the Borrower terms used in this Agreement or any guarantor from liability with respect to the Mortgage other Loan or any modification to, waiver Documents insofar as such definitions affect the substance of any provision of, or release of, any guaranty or indemnity agreementthis Section; (gvii) modify the definition of the terms “Required Approval Lenders,” “Requisite Lenders” or “Majority Lenders” or modify in any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created Guaranty except as contemplated by the Loan Documents 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 itSection 4.2.; (kix) any waiver waive a Default or Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerDefault under Section 11.1.(a); (lx) amend, or waive the voting on any plan of reorganizationBorrower’s compliance with, restructuring or similar plan in the bankruptcy of the Mortgage Loan BorrowerSection 2.16.; andor (mxi) release or dispose of any other matter for which collateral unless released or disposed of as permitted by, and in accordance with, Section 12.3. or Section 4.2. Notwithstanding the approval provisions of Section 3.9.(a)(ii), no action shall be taken under clauses (i), (ii), (iii) or consent of the A-2 Holder is required hereunder, including, (iv) above that would affect a Defaulting Lender without limitation, the matters described in Section 3.07(d) hereofits written consent.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) increase the Commitments of the Lenders (excluding any modification increase as a result of an assignment of Commitments permitted under Section 12.5 or waiver any increase of a monetary term of Lender's Commitment effected in accordance with Section 2.12), or subject the Mortgage Loan (except that Agent may waive Lenders to any or all default interest and/or late fees in its sole discretion)additional obligations; (bii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, any modification Advances or waiver of a material non-monetary term of the Mortgage Loanother Obligations; (ciii) reduce the amount of any modification 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 waiver that would result in (i) further consent from, any Lender, to waive the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration imposition of the Maturity Datelate fees provided in Section 2.8, up to a maximum of 2 times per calendar year; (iiiv) 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 postpone any such date fixed for any payment of principal of, or interest (on, any Advances or for the payment of Fees or any other Obligations including, without limitation, extend the Termination Date (excluding any accrued interest) or any fee (other than one month’s late charge), (iii) a deferral or forgiveness of interest on or principal extension of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Termination Date effected in accordance with Section 2.13); (v) an increase or reduction in change the principal amount of the Mortgage Loan Commitment Percentages (other than an increase excluding any change as a result of Servicing Advancesan assignment of Commitments permitted under Section 12.5 or an increase of Commitments effected pursuant to Section 2.12); (dvi) any waiver amend this Section or amend the definitions of an Event of Defaultthe terms used in this Agreement or the other Loan Documents insofar as such definitions affect the provisions contained in this Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release the Liens created by Parent from its obligations under the Loan Documents 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 itParent Guaranty; (kix) any waiver waive a Default or Event of Default under Section 10.1.(a); or (x) amend Section 9.1.(b) or determination not to enforce a Section 9.1(k) or modify the definition of the terms “due-on-saleAdjusted Asset Value,” “EBITDA”, “Gross Asset Value”, “Indebtedness”, “Leverage Ratio” 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofTotal Liabilities”.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by each of the Lenders directly and adversely affected thereby (or the Administrative Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holdersuch Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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 Advancesan assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations except for any 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 Leverage Ratio that may indirectly affect pricing); (diii) reduce the amount of any waiver of an Event of DefaultFees payable to the Lenders hereunder; (eiv) except as provided in Section 5.03 belowpostpone any date on which a scheduled payment of principal of any Loans, to accelerate the Maturity DateFees or any other Obligations, 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 is to be owing under made, or extend the expiration date of any guaranty, appoint or request Letter of Credit beyond the appointment of a receiver for the Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesRevolving Credit Maturity Date except in accordance with Section 2.13.; (fv) any release change the definitions of Revolving Credit Commitment Percentage, Term Loan Commitment Percentage or Pro Rata Share or amend or otherwise modify the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver provisions of any provision of, or release of, any guaranty or indemnity agreementSection 3.2.; (gvi) any substitution amend subsection (a) or release this subsection (b) of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consentthis Section 13.7.; (hvii) modify the definition of the term “Requisite Lenders” or “Requisite Revolving Credit Lenders” modify in any modification to other manner that reduces the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination release all or substantially all of the Liens created Subsidiary Guarantors from their obligations under the Guaranty except as contemplated by Section 8.14.(c) or release the Loan Documents 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 itParent Guarantor from its obligations under the Guaranty; (kix) any waiver waive a Default or Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerDefault under Section 11.1.(a); (lx) amend, or waive the voting on any plan of reorganizationBorrower’s compliance with, restructuring or similar plan in the bankruptcy of the Mortgage Loan BorrowerSection 2.15; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof.or

Unanimous Consent. Subject to the provisions of this Section 9.9, unless otherwise specified in this Agreement or another Credit Document, the Required Lenders (or Administrative Agent shall obtain the or Collateral Agent upon written direction or consent of each Holder 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, without the consent of all of the Lenders or, with respect to clauses (other than a Related A-2 Holderb) and (d), prior to taking any all of the following actions (each, a “Unanimous Consent Decision”):Lenders and all of the Hedge Banks: (a) any modification or waiver of a monetary term increase the amount of the Mortgage Loan (except that Agent may waive Commitment of any or all default interest and/or late fees in its sole discretion)Lender hereunder; (b) any modification amend Section 9.9.1(b) or waiver of a material non-monetary term of the Mortgage Loan(d) or Section 9.9.2(f) or (g); (c) amend any modification or waiver that would result in (i) the extension (other than (A) in accordance with the Loan Documents or (B) for a period provision 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 such payment of principal or interest (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)this Section 9.9; (d) release any waiver Collateral with a fair market value in excess of an $10,000,000 (other than (i) pursuant to Section 6.4.2, (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 DefaultEminent Domain or (vi) as otherwise expressly permitted hereby or under any other Operative Document) from the Lien of any of the Collateral Documents; (e) except as extend the 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” contained in Section 5.03 below, 2.5.3 or to accelerate waive any obligation of Borrower to pay interest at 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesDefault Rate; (f) reduce the amount or extend the payment date for any release of the Borrower amount due, whether principal or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement;interest; or (g) add, modify or waive any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification provisions to the number or percentage of Holders required Credit Documents so as to make any determinations or receive any rights hereunder; (i) subordination of subordinate the Liens created by the Loan Documents Loans 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; (k) any waiver of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofDebt.

Unanimous Consent. Agent shall obtain Any amendment, modification, discharge, termination or waiver relating to the written consent terms of each Holder (other than a Related A-2 Holder), prior to taking any of the following actions (each, a “Unanimous Consent Decision”):this Agreement which changes or relates to: (a) any modification the amount or waiver of a monetary term type of the Mortgage Loan Facilities, the types of Advances available hereunder (except that Agent may waive any or all default interest and/or late fees decreases in its sole discretion)the periods of notice for Drawdowns, Conversions, Rollovers or voluntary prepayment of Borrowings) or the Commitments; (b) any modification decreases in the rates of or waiver of a material non-monetary term deferral of the Mortgage Loandates 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 any modification material amendment or waiver that would result in of, any Security, except to the extent provided for or contemplated hereunder (i) for certainty, the extension (other than (A) in accordance with the Loan Documents discharge or (B) for a period of no more than thirty (30) days) or acceleration release of the Maturity Date, (ii) a reduction collateral from the Security which is not already provided for in the interest rate Credit Documents, as opposed to the release or the monthly debt service payment discharge or Prepayment Premium payable on the Mortgage Loan material amendment or a loss waiver of the right to receive any such payment of principal or interest (includingSecurity itself, 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 shall only require the approval 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 AdvancesRequired Lenders); (d) any provision hereof contemplating or requiring consent, approval or agreement of “all of the Lenders”, “all Lenders” or “each of the Lenders” or similar expressions or permitting waiver of an Event conditions or covenants or agreements by “all of Defaultthe Lenders”, “all Lenders” or “each of the Lenders” or similar expressions; (e) except as provided in the provisions of Section 5.03 below2.3, to accelerate the Maturity Date4.4, commence foreclosure proceedings7.2, accept the conveyance of title to the Mortgaged Property in lieu of foreclosure or otherwise11.3, commence any proceedings to collect any amounts owing or claimed to be owing under any guaranty11.11, appoint or request the appointment of a receiver for the Mortgaged Property11.12, collect rents from the Mortgaged Property12.3, take possession of the Mortgaged Property or otherwise exercise any enforcement remedies12.9, 14.4, 15.3 and this Section 14.5; (f) any release the definition of the Borrower “Required Lenders” or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement;“BA Discount Rate”; or (g) any substitution an assignment or release of collateral for the Mortgage Loan, except as permitted transfer by the Loan Documents without Holders’ consent; (h) Borrower of any modification or all of its rights and obligations under this Agreement; shall require the unanimous consent in writing of all the Lenders, and any amendment or waiver which changes or relates to the number rights or percentage of Holders required to make any determinations or receive any rights hereunder; (i) subordination obligations of the Liens created by Administrative Agent shall also require the Loan Documents 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; (k) any waiver of or determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause or any other restriction on the sale or transfer agreement of the Mortgaged Property or any portion thereof (but not any sale or transfer of any REO Property) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofAdministrative Agent.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderall of the Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) increase the amount of the Loan, increase the Commitment of any modification or waiver Lender (excluding any increase of a monetary term of Lender's Commitment effected in accordance with Section 2.12), or otherwise subject the Mortgage Loan (except that Agent may waive Lenders to any or all default interest and/or late fees in its sole discretion)additional obligations; (bii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, any modification Advances or waiver of a material non-monetary term of the Mortgage Loanother Obligations; (ciii) waive the payment of, or reduce the amount of, any modification 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 waiver that would result in (i) further consent from, any Lender, to waive the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration imposition of the Maturity Datelate fees provided in Section 2.8, up to a maximum of 2 times per calendar year; (iiiv) 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 postpone any such date fixed for any payment of principal of, or interest (on, any Advances or for the payment of Fees or any other Obligations including, without limitation, extend the Maturity Date (excluding any accrued interest) or any fee (other than one month’s late charge), (iii) a deferral or forgiveness of interest on or principal extension of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Maturity Date effected in accordance with Section 2.13); (v) an increase or reduction in change the principal amount of the Mortgage Loan Pro Rata Shares (other than an increase excluding any change as a result of Servicing Advancesan assignment of Advances permitted under Section 12.5 and an increase of Commitments effected pursuant to Section 2.12); (dvi) any waiver amend this Section or amend the definitions of an Event of Defaultthe terms used in this Agreement or the other Loan Documents insofar as such definitions affect the provisions contained in this Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term "Requisite Lenders" or otherwise exercise Supermajority Lenders or modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release the Liens created by Parent from its obligations under the Loan Documents 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 itParent Guaranty; (kix) any waiver waive a Default or Event of Default under Section 10.1(a); or (x) amend Section 9.1(b) or determination not to enforce a “due-on-sale” Section 9.1(k) or “due-on-encumbrance” clause or any other restriction on modify the sale or transfer definition of the Mortgaged Property terms "Adjusted Asset Value," "EBITDA", "Gross Asset Value", "Indebtedness", "Leverage Ratio" or any portion thereof (but not any sale or transfer of any REO Property) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof"Total Liabilities".

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by each of the Lenders directly and adversely affected thereby (or the Administrative Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holdersuch Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”): (a) any modification following: · increase or waiver of a monetary term extend the Commitments of the Mortgage Loan Lenders (except that Agent may waive excluding any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) the 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 such payment of principal or interest (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); (dan assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any waiver of an Event of Default; (e) additional obligations except as provided in for any increases contemplated under Section 5.03 below, to accelerate 2.16.; · reduce 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision principal of, or release interest rates that have accrued or that will be charged on the outstanding principal amount of, any guaranty the Loan or indemnity agreement; other Obligations (gother 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) any substitution or release of collateral for the Mortgage 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 payable to the Lenders hereunder; · postpone any date on which a scheduled payment of principal of the Loan, except as permitted by any Fees or any other Obligations, is to be made; · change the Loan Documents without Holders’ consent; definitions of Commitment Percentage or Pro Rata Share or amend or otherwise modify the provisions of Section 3.2.; · amend subsection (ha) or this subsection (b) of this Section 13.7.; · modify the definition of the term “Requisite Lenders” or modify in any modification to other manner that reduces the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunder; hereunder or to modify any provision hereof; · release (iA) subordination all or substantially all of the Liens created Subsidiary Guarantors from their obligations under the Guaranty (except as contemplated by Section 8.14. or 8.15.) or release the Loan Documents to any other liens securing indebtedness of Borrower Parent Guarantor from its obligations under the Guaranty, or otherwise; and (jB) consent to any senior all or subordinate financing and any loan that may replace it; (k) any waiver of or determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause or any other restriction on the sale or transfer substantially all of the Mortgaged Property or any portion thereof (but not any sale or transfer of any REO Property) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy value of the Mortgage Loan Collateral (except as contemplated by Section 8.15.); · waive a Default or Event of Default under Section 11.1.(a); · amend, or waive the Borrower’s compliance with, Section 2.15; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof.or

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by each of the Lenders directly and adversely affected thereby (or the Administrative Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holdersuch Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase or extend the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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)an assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations except for any increases contemplated under Section 2.16.; (dii) any reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan or other Obligations (other than a waiver of an Event default interest and changes in calculation of Defaultthe 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; (eiii) except as provided in Section 5.03 below, to accelerate reduce the Maturity Date, commence foreclosure proceedings, accept the conveyance amount of title any Fees payable 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesLenders hereunder; (fiv) postpone any release date on which a scheduled payment of principal of the Borrower Loan, any Fees or any guarantor from liability with respect other Obligations, is to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreementbe made; (gv) any substitution change the definitions of Commitment Percentage or release Pro Rata Share or amend or otherwise modify the provisions of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consentSection 3.2.; (hvi) amend subsection (a) or this subsection (b) of this Section 13.7.; (vii) modify the definition of the term “Requisite Lenders” or modify in any modification to other manner that reduces the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination release (A) all or substantially all of the Liens created Subsidiary Guarantors from their obligations under the Guaranty (except as contemplated by Section 8.14.(c or 8.15.) or release the Loan Documents to any other liens securing indebtedness Parent Guarantor from its obligations under the Guaranty, or (B) all or substantially all of Borrower or otherwise; and the value of the Collateral (j) consent to any senior or subordinate financing and any loan that may replace itexcept as contemplated by Section 8.15.); (kix) any waiver waive a Default or Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerDefault under Section 11.1.(a); (lx) amend, or waive the voting on any plan of reorganizationBorrower’s compliance with, restructuring or similar plan in the bankruptcy of the Mortgage Loan BorrowerSection 2.15; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof.or

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderall of the Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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)an assignment of Commitments permitted under Section 13.5.) or subject the Lenders to any additional obligations except for any increases contemplated under Section 2.16.; (dii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, any waiver of an Event of DefaultLoans or other Obligations; (eiii) except as provided in Section 5.03 below, to accelerate reduce the Maturity Date, commence foreclosure proceedings, accept the conveyance amount of title any Fees payable 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesLenders hereunder; (fiv) postpone any release fixed for any payment of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision principal of, or release ofinterest on, any guaranty Loans or indemnity agreementfor the payment of Fees or any other Obligations, or extend the expiration date of any Letter of Credit beyond the Termination Date or otherwise change the Termination Date other than in accordance with Section 2.13.; (gv) change the Pro Rata Shares (excluding any substitution change as a result of an assignment of Commitments permitted under Section 13.5. or release an increase of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consentCommitments effected pursuant to Section 2.16.;); (hvi) 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; (vii) modify the definition of the term “Requisite Lenders” or modify in any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents 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 itGuaranty except as contemplated under Section 8.13.(d); (kix) any waiver waive a Default or Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerDefault under Section 11.1.(a); (lx) amend, or waive the voting on Borrower’s compliance with Section 2.7.(b); (xi) amend or waive the Borrower’s compliance with Section 10.4.; (xii) release or dispose of any plan Collateral Property unless released or disposed of reorganizationas permitted by, restructuring and in accordance with, Section 4.2.; (xiii) amend, or similar plan waive a Loan Party’s compliance with Section 10.1.(a); or (xiv) modify the definitions of the terms “Total Liabilities”, “Gross Asset Value”, “Operating Property Value”, “Borrowing Base” (or the definitions used in such definitions or the percentages or rates used in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofcalculation thereof).

Unanimous Consent. Agent shall obtain the written consent of each Holder (other than a Related A-2 Holder), prior to taking any of the following actions (each, a “Unanimous Consent Decision”): (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or in its sole discretion and Agent may waive late fees charges to the extent provided in clause (c) below in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) the 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 such payment of principal or interest (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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ Lender’s consent; (h) any modification to the number or percentage of Holders required to make any determinations or receive any rights hereunder; (i) subordination of the Liens created by the Loan Documents 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; (k) any waiver of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof.

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 Administrative Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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 Advancesan 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, any Loans or other Obligations; (diii) reduce the amount of any waiver of an Event of DefaultFees payable to the Lenders hereunder; (eiv) except as provided in Section 5.03 belowpostpone any date fixed for any payment of principal of, to accelerate the Maturity Dateor interest on, commence foreclosure proceedings, accept the conveyance of title to the Mortgaged Property in lieu of foreclosure any Loans 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession payment of the Mortgaged Property Fees or otherwise exercise any enforcement remediesother Obligations except in accordance with Section 2.11; (fv) any release change the definitions of the Borrower Revolving Commitment Percentage or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreementPro Rata Share; (gvi) any substitution amend this Section or release amend the definitions of collateral for the Mortgage Loan, except as permitted by terms used in this Agreement or the other Loan Documents without Holders’ consentinsofar as such definitions affect the substance of this Section; (hvii) modify the definition of the term “Requisite Lenders” or modify in any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents 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 itGuaranty; (kix) any waiver waive a Default or Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerDefault under Section 10.1(a); (lx) the voting on any plan of reorganizationamend, restructuring or similar plan in the bankruptcy of the Mortgage Loan waive Borrower’s compliance with, Section 2.12; andor (mxi) release or dispose of any other matter for which the approval Collateral unless released or consent disposed of the A-2 Holder is required hereunderas permitted by, including, without limitationand in accordance with, the matters described in Section 3.07(d) hereofterms of this Agreement.

Unanimous Consent. Notwithstanding the foregoing 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 shall obtain regarding fees owed only to the Administrative Agent) shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent, at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking but excluding any Defaulting Lender, do any of the following actions (each, 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 “Unanimous Consent Decision”party thereto unless the same shall be in a writing signed by such Borrower Party): (ai) any modification or waiver of a monetary term increase the Individual Loan Commitments of the Mortgage 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; (except ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of the Loans; provided, however, that Administrative Agent may waive any or all default obligation of Borrower to pay interest at the Default Rate and/or late fees in its sole discretion); (b) any modification or waiver charges for periods of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than up to thirty (30) days) or acceleration , and only the consent of the Maturity DateRequisite 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”; (iiiii) a reduction in reduce the interest rate or amount of any fees payable to the monthly debt service payment or Prepayment Premium payable on the Mortgage Loan or a loss of the right to receive Lenders hereunder; (iv) postpone any such date fixed for any payment of principal and/or interest on the Loan or interest (including, without limitation, for the payment of any accrued interest) fees or any fee (other than one month’s late charge), (iii) a deferral payments due and payable by Borrower hereunder or forgiveness of interest on or principal of under the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or other Loan Documents; (v) an increase or reduction in change the principal amount of the Mortgage Loan Percentage Shares (other than an increase excluding any change as a result of Servicing Advancesan assignment of any Individual Loan Commitment permitted under Section 18.15 hereof); (dvi) effect any waiver Securitization of an Event all or any portion of Defaultthe Loan; (evii) except as provided in Section 5.03 below, to accelerate amend this Article 18 or amend 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definitions of the Mortgaged Property terms used in this Agreement or otherwise exercise any enforcement remediesthe other Loan Documents insofar as such definitions affect the substance of this Article 18; (fviii) any release modify the definition of the Borrower term “Requisite Lenders” or modify in any guarantor from liability with respect other manner the number or percentage of the Lenders required to the Mortgage Loan make any determinations or waive any modification to, waiver of rights hereunder or to modify any provision of, or release of, any guaranty or indemnity agreementhereof; (gix) consent to any substitution Sale or release Pledge of collateral for the Mortgage Loan, (except as expressly permitted by the Loan Documents without Holders’ consent; (h) or consent to any modification other indebtedness secured by the Property or consent to the number any Sale or percentage of Holders required to make any determinations or receive any rights hereunder; (i) subordination Pledge of the Liens created direct or indirect interest in Borrower (except as expressly permitted by the Loan Documents 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 itwithout consent); (kx) release the Guarantor of its obligations under any waiver 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 or determination not any of the other Loan Documents unless expressly permitted pursuant to enforce a the terms hereof or under the other Loan Documents; (xii) release any Property unless expressly permitted pursuant to the terms hereof or under the other Loan Documents; or (xiii) amend or otherwise waive the requirements of Section 10.2 hereof. Wherever any approval, consent or direction herein or in any other Loan Document is required by “due-on-saleeach Lender” or “due-on-encumbranceLenders” clause it shall mean that such approval, consent or any other restriction on direction must be agreed to by the sale or transfer unanimous consent of all of the Mortgaged Property or any portion thereof Lenders (but not any sale or transfer of any REO Property) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganizationeach case, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofthan Defaulting Lenders).

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or Administrative Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) any modification or waiver of a monetary term increase the Commitments of the Mortgage Loan Lenders (except that Agent may waive excluding any increase as a result of an assignment of Commitments permitted under Section 13.13) or all default interest and/or late fees in its sole discretion)subject the Lenders to any additional obligations; (bii) any modification reduce the principal of, or waiver of a material non-monetary term of interest that has accrued or interest rates that will be charged on the Mortgage outstanding principal amount of, the Loan; (ciii) reduce the amount of any modification or waiver that would result in fees payable to the Lenders hereunder; (iiv) the extension (other than (A) in accordance with the Loan Documents or (B) postpone any date fixed 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 such payment of principal of, or interest on, the Loan (including, without limitation, any accrued interestthe Maturity Date) or for the payment of fees or any fee (other than one month’s late charge)obligations of Borrower, (iii) a deferral Operating Lessee or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Guarantor; (v) an increase or reduction in change the principal amount of the Mortgage Loan Pro Rata Shares (other than an increase excluding any change as a result of Servicing Advancesan assignment of Commitments permitted under Section 13.13); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination release of any Guarantor from its obligations under the Liens created by Guaranty or the Loan Documents to Hazardous Materials Indemnity or reduce any other liens securing indebtedness material obligations of Borrower any Guarantor under the Guaranty or otherwise; and the Hazardous Materials Indemnity (j) consent to any senior or subordinate financing and any loan that may replace itexcept as provided in Section 9.15(d)); (kix) any waiver release of or determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause or any other restriction on Borrower from its obligations under the sale or transfer of the Mortgaged Property or any portion thereof (but not any sale or transfer of any REO Property) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerDocuments; (lx) the voting on waive a Default under Section 11.1(a); (xi) release or dispose of any plan of reorganization, restructuring or similar plan in the bankruptcy material portion of the Mortgage Loan BorrowerCollateral unless released or disposed of as permitted by, and in accordance with, Section 12.7; andor (mxii) any other matter permit additional indebtedness for which borrowed money secured by the approval or consent Property of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofBorrower.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderall of the Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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 Advancesan assignment of Commitments permitted under Section 12.8.) or subject the Lenders to any additional obligations except for any increases 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, any Loans or other Obligations; (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, any Loans or for the payment of Fees or any other Obligations, or extend the expiration date of any Letter of Credit beyond the Termination Date (except as otherwise contemplated in Section 2.15.(b)(i)); (dv) change the Pro Rata Shares (excluding any waiver change as a result of an Event assignment of DefaultCommitments permitted under Section 12.8. or an increase of Commitments effected pursuant to Section 2.14.;); (evi) except as provided in amend this Section 5.03 below, to accelerate or amend 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definitions of the Mortgaged Property terms used in this Agreement or otherwise exercise any enforcement remediesthe other Loan Documents insofar as such definitions affect the substance of this Section; (fvii) any release modify the definition of the Borrower term "Requisite Lenders" or modify in any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents 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 itGuaranty except as contemplated under Section 8.22.(d); (kix) any waiver waive a Default or Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower;Default under Section 10.1.(a); or (lx) amend, or waive the voting on any plan of reorganizationBorrower's compliance with, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof2.13.

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 Agent shall obtain at the written consent direction of each Holder (the Lenders other than a Related A-2 Holderany Defaulting Lender), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) the 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 such payment of principal or interest (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 held by each Lender (other than an excluding any increase (x) pursuant to Section 2.14. or (y) as a result of Servicing Advancesan assignment of a Lender’s Loan permitted under Section 11.5.) or subject the Lenders to any additional obligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loans or other Obligations; (iii) reduce the amount of any 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 Loans or for the payment of Fees or any other Obligations; (v) 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 an assignment of Loans permitted under Section 11.5.); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents to any other liens securing indebtedness of Borrower or otherwiseGuaranty except as contemplated under Section 7.15.(c); andor (jix) consent to any senior waive a Default or subordinate financing and any loan that may replace it; (k) any waiver Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganizationDefault under Section 9.1.(a), restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in except as contemplated by Section 3.07(d) hereof9.6.

Unanimous Consent. Agent shall obtain the written consent Any waiver of each Holder (other than or any amendment to a Related A-2 Holder), prior to taking any provision of the following actions (each, a “Unanimous Consent Decision”):Loan Documents which relates to: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) the extension (other than (A) a change in accordance with the Loan Documents or types of Borrowings available, (B) for a period decrease in the notice periods applicable thereto or in the Applicable Pricing Margin or the amount of no more than thirty any payments payable by the Borrower to the Lenders under this Agreement (30) daysbut excluding any 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 amount of agency fees which may be varied with the consent of the Agent) or acceleration (C) an extension of the Maturity Date, dates of any payments payable by the Borrower to the Lenders under this Agreement other than as provided for herein; (ii) a reduction change in the interest rate or the monthly debt service payment or Prepayment Premium payable on the Mortgage Loan or a loss any Commitment of the right to receive any such payment of principal or interest (including, without limitation, any accrued interest) or any fee (Lender other than one month’s late charge), as provided for herein; (iii) a deferral or forgiveness change in the definition of interest on or principal “Event of the Mortgage Loan, or Default”; (iv) a discounted pay-off change in the definition of the Mortgage Loan, “Lender’s Proportion” or any other provision hereof that requires treatment of Lenders on a pro rata basis; (v) an increase or reduction a change in the principal amount definition of the Mortgage Loan (other than an increase as a result of Servicing Advances)“Majority Lenders”; (dvi) any waiver a change in the definition of an Event of Default“Maturity Date”; (evii) 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remedies; (fA) any release of any guarantee or security provided by the Borrower Guarantor or a Subsidiary for the benefit of the Lenders hereunder, (B) any limit in the liability of the applicable guarantor from liability with respect to the Mortgage Loan or thereunder, (C) any modification to, waiver postponement of any provision of, date fixed for payment thereunder or release of, (D) any guaranty or indemnity agreementshortening of the term of any such guarantee; (gviii) any substitution or release of collateral for the Mortgage Loanmatter which, except as permitted by pursuant to the Loan Documents without Holders’ consentDocuments, specifically requires the consent or agreement of each or all of the Lenders; (h) any modification to the number or percentage of Holders required to make any determinations or receive any rights hereunder; (i) subordination of the Liens created by the Loan Documents 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; (k) any waiver of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (lix) the voting on any plan rights given to a Defaulting Lender pursuant to the proviso in Section 12.20(a)(ii); or (x) the provisions of reorganization, restructuring this Section 12.12(a); shall bind the Lenders only if such waiver or similar plan amendment is agreed to in the bankruptcy writing by all of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofLenders.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by each of the Lenders directly and adversely affected thereby (or the Administrative Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holdersuch Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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 Advancesan assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations except for any 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 Leverage Ratio that may indirectly affect pricing); (diii) reduce the amount of any waiver of an Event of DefaultFees payable to the Lenders hereunder; (eiv) except as provided in Section 5.03 belowpostpone any date on which a scheduled payment of principal of any Loans, to accelerate the Maturity Dateany Fees or any other Obligations, 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 is to be owing under any guaranty, appoint or request the appointment of a receiver for the Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesmade; (fv) any release change the definitions of Commitment Percentage or Pro Rata Share or amend or otherwise modify the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver provisions of any provision of, or release of, any guaranty or indemnity agreementSection 3.2.; (gvi) any substitution amend subsection (a) or release this subsection (b) of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consentthis Section 13.7.; (hvii) modify the definition of the term “Requisite Lenders” or modify in any modification to other manner that reduces the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination release all or substantially all of the Liens created Subsidiary Guarantors from their obligations under the Guaranty except as contemplated by Section 8.14.(b) or release the Loan Documents 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 itParent Guarantor from its obligations under the Guaranty; (kix) any waiver waive a Default or Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerDefault under Section 11.1.(a); (lx) amend, or waive the voting on any plan of reorganizationBorrower’s compliance with, restructuring or similar plan in Section 2.15; or (xi) modify the bankruptcy definition of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofterm “Commitment Expiration Date.”

Unanimous Consent. Subject to the provisions of this Section 9.9, unless otherwise specified in this Agreement or another Credit Document, the Required Lenders (or the Administrative Agent shall obtain the upon written direction or consent of each Holder the Required Lenders) and any Borrower Party party to the relevant Credit Document may enter into agreements, waivers or supplements (other than with a Related A-2 Holder)copy of such agreement, prior waiver or supplement provided to taking 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 following actions (eachSecured Parties or any Borrower Party hereunder or thereunder or waiving any Inchoate Default or Event of Default; provided that no such agreement, a “Unanimous Consent Decision”):waiver or supplement shall, without the consent of all of the Lenders: (a) any modification or waiver of a monetary term increase the amount of the Mortgage Loan (except that Agent may waive Commitment of any or all default interest and/or late fees in its sole discretion)Lender hereunder; (b) amend any modification or waiver provision of a material non-monetary term of the Mortgage Loanthis Section 9.9; (c) any modification release all or waiver that would result in (i) the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration substantially all of the Maturity Date, (ii) a reduction in Collateral from the interest rate or the monthly debt service payment or Prepayment Premium payable on the Mortgage Loan or a loss Lien of any of the right to receive any such payment of principal or interest (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)Collateral Documents; (d) cause any waiver of an Event of DefaultObligations to cease to be secured on a pari passu basis with all other Obligations; (e) except as 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 in Section 5.03 below, to accelerate that only 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession consent of the Mortgaged Property Required Lenders shall be necessary to amend the definition of “Default Rate” (but not to a rate less than zero) or otherwise exercise to waive any enforcement remediesobligation of Co-Borrowers to pay interest at the Default Rate; (f) add, modify or waive any release of the Borrower or any guarantor from liability with respect provisions to the Mortgage Loan or Credit Documents so as to subordinate the Loans to any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreementother Debt; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by expressly provided herein, amend the Loan Documents without Holders’ consent;definition of “Required Target Debt Balance Payment” or “Target Debt Balance” or amend Section 3.2(b)(ix), (x) or (xi) of the Depositary Agreement; and (h) permit any modification Co-Borrower to the number assign or percentage otherwise transfer any of Holders required to make any determinations its rights or receive any rights hereunder; (i) subordination of the Liens created by the Loan Documents 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; (k) any waiver of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofobligations 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 shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) any modification or waiver of a monetary term increase the Commitments of the Mortgage Loan Lenders (except that Agent may waive excluding any increase as a result of an assignment of Commitments permitted under Section 16.13) or all default interest and/or late fees in its sole discretion)subject the Lenders to any additional obligations; (bii) any modification reduce the principal of, or waiver of a material non-monetary term of interest rates that have accrued or that will be charged on the Mortgage outstanding principal amount of, the Loan; (ciii) reduce the amount of any modification or waiver that would result in fees payable to the Lenders hereunder; (iiv) the extension (other than (A) in accordance with the Loan Documents or (B) postpone any date fixed 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 such payment of principal of, or interest on, the Loan (including, without limitation, any accrued interestthe Maturity Date) or for the payment of fees or any fee (other than one month’s late charge), (iii) a deferral obligations of Borrower or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Guarantor; (v) an increase or reduction in change the principal amount of the Mortgage Loan Pro Rata Shares (other than an increase excluding any change as a result of Servicing Advancesan assignment of Commitments permitted under Section 16.13); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents to any other liens securing indebtedness of Borrower or otherwise; andGuaranty; (jix) waive a Default under Section 13.1(a); (x) consent to any senior Transfer not expressly permitted by Section 14.2 of this Agreement or subordinate financing and any loan that may replace itamend the provisions of Section 14.2; (kxi) release or dispose of any waiver Collateral unless released or disposed of as permitted by, and in accordance with, Section 15.7, or determination not in Section 2.12 with respect to enforce a “due-on-sale” or “due-on-encumbrance” clause or any other restriction partial release of a Release Parcel on the sale or transfer of the Mortgaged Property or any portion thereof (but not any sale or transfer of any REO Property) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower;terms and conditions set forth therein; or (lxii) except as expressly provided in this Agreement, release any Borrower from its obligations under the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof.Documents Other Related Documents;

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of Lenders (or Administrative Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 HolderLenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) any modification or waiver of a monetary term increase the commitments of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion)Lenders; (bii) any modification reduce the principal of, or waiver of a material non-monetary term of interest rates that have accrued or that will be charged on the Mortgage outstanding principal amount of, the Loan; (ciii) reduce the amount of any modification or waiver that would result in fees payable to Lenders hereunder; (iiv) the extension (other than (A) in accordance with the Loan Documents or (B) postpone any date fixed 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 such payment of principal of, or interest on, the Loan (including, without limitation, any accrued interestthe Maturity Date) or for the payment of fees or any fee (other than one month’s late charge), (iii) a deferral obligations of Borrower or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Guarantor; (v) an increase or reduction in change the principal amount of the Mortgage Loan Pro Rata Shares (other than an increase excluding any change as a result of Servicing Advancesan assignment of Portions permitted under Section 12.12); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents 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 itGuaranty; (kix) any waiver of waive a Default under Section 10.1(a); or (x) release or determination not to enforce 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 dispose of any REO Property) Collateral unless released or on any transfer disposed of any direct as permitted by, and in accordance with, Section 11.7, or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofas 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 Administrative Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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 Advancesan assignment of Commitments permitted under Section 13.11) or subject the Lenders to any additional obligations except for any increases 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, any 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, any Borrowings or for the payment of fees or any other Obligation, or extend the expiration date of any LC beyond the Termination Date; (v) change the Pro Rata Shares (excluding any change as a result of an assignment of Commitments permitted under Section 13.11 or an increase of Commitments effected pursuant to Section 2.6); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Required Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (i) subordination of the Liens created by the Loan Documents 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; (k) any waiver of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by each of the Lenders directly and adversely affected thereby (or the Administrative Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holdersuch Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase or extend the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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)an assignment of Commitments permitted under Section 13.6) or subject the Lenders to any additional obligations except for any increases contemplated under Section 2.16; (dii) any 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 Loan or other Obligations (other than a waiver of an Event default interest and changes in calculation of Defaultthe 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; (eiii) except as provided in Section 5.03 below, to accelerate reduce the Maturity Date, commence foreclosure proceedings, accept the conveyance amount of title any Fees payable 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesLenders hereunder; (fiv) postpone any release date on which a scheduled payment of principal of the Borrower Loan, any Fees or any guarantor from liability with respect other Obligations, is to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreementbe made; (gv) any substitution change the definitions of Commitment Percentage or release Pro Rata Share or amend or otherwise modify the provisions of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consentSection 3.2; (hvi) amend subsection (a) or this subsection (b) of this Section 13.7; (vii) modify the definition of the term “Requisite Lenders” or modify in any modification to other manner that reduces the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (i) subordination of the Liens created by the Loan Documents 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; (k) any waiver of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof.

Unanimous Consent. Agent shall obtain No amendment or waiver of, or consent approval, decision or determination under a Finance Document may be effected without the prior written consent of each Holder (other than a Related A-2 Holder)all Lenders, prior to taking any of the following actions (each, a “Unanimous Consent Decision”):which: (a) any modification or waiver expressly requires the consent of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion)Lenders; (b) would have the effect that any modification or waiver of a material non-monetary term part of the Mortgage LoanSenior Debt (other than the Hedging Liabilities) would be payable at a lower order in the Payment Cascade as at the date of this Agreement; (c) relates to the scope or fundamental nature of any modification Guarantee or waiver that would result in (i) Security Interest created or purported to be created by the extension (other than (A) in accordance with the Loan Finance 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 releases any such payment Guarantee or Security Interest (except, insofar as it relates to a sale or disposal of principal an asset which is the subject of a Security Interest, where such sale or interest (including, without limitation, any accrued interest) disposal is expressly permitted under this Agreement 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 AdvancesFinance Document); (d) any waiver relates to the definitions of an Event of Default"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 Section 5.03 belowclause 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), to accelerate the Maturity Date7.9 (Distribution Withdrawals), commence foreclosure proceedings7.12 (Voluntary cancellation) and 7.13 (Voluntary prepayment) of this Agreement, accept the conveyance but including by any amendment or waiver 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediessuch provisions); (f) increases, reduces, or extends, any release commitments under the Facility (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 Borrower 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 any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreementsuch provisions); (g) increases or reduces the amount of any substitution principal, Margin, fees or release of collateral for commission payable under the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consentFinance Documents; (h) relates to any modification to change in currency of payment of any amount under the number or percentage of Holders required to make any determinations or receive any rights hereunderFinance Documents; (i) subordination of extends the Liens created by the Loan Documents to any other liens securing indebtedness of Borrower or otherwise; andAvailability Period; (j) consent relates to any senior or subordinate financing and any loan that may replace itthe following provisions of this Agreement: (i) except as otherwise provided in clause 32.17 (Changes to reference rates), the definition of "LIBOR"; (kii) any waiver of or determination not clauses 2.2 to enforce 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 2.6 (but not any sale or transfer of any REO Propertyinclusive) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower(Finance Parties' Rights and Obligations); (liii) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; andclause 3.1 (Purpose); (miv) clause 4.1 (Initial conditions precedent); (v) clause 6 (Repayment); (vi) clause 7 (Illegality, prepayment and cancellation) (except for any other matter decision or determination which may be made by the Supermajority Lenders as provided for which in clause 7.3(b) (Mandatory prepayment – Change of Control) or by the approval 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 consent waiver of such provisions); (vii) clause 28 (Changes to the A-2 Holder is required hereunderLenders); (viii) clause 41 (Amendments and waivers); (ix) this clause 32 (Voting); (x) clauses 23.10 to 23.12 (Hedging); (xi) definitions of Sanctioned Country, includingSanctioned Entity, without limitationSanctioned Transaction, the matters described in Section 3.07(dSanctioning Body, Sanctions or Sanctions List; or 955371732 183 (xii) hereofclauses 14.5 (Sanctions), 20.72 (Anti-Terrorism Laws), 20.73 and 20.74 (Sanctions), 21.32 (Sanctions), 24.26 to 24.28 (Sanctions), 25.5 (Material Project Documents), 27.19 to 27.21 (Sanctions and Anti-corruption).

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by each of the Lenders directly and adversely affected thereby (or the Administrative Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holdersuch Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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 Advancesan assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations except for any 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 Leverage Ratio that may indirectly affect pricing); (diii) reduce the amount of any waiver of an Event of DefaultFees payable to the Lenders hereunder; (eiv) except as provided in Section 5.03 belowpostpone any date on which a scheduled payment of principal of any Loans, Fees or any other Obligations, is to accelerate be made, or extend the expiration date of any Letter of Credit beyond the Maturity Date, commence foreclosure proceedings, accept the conveyance of title to the Mortgaged Property Date except 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesaccordance with Section 2.13.; (fv) any release change the definitions of the Borrower Commitment Percentage or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreementPro Rata Share; (gvi) any substitution amend subsection (a) or release this subsection (b) of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consentthis Section 13.7.; (hvii) modify the definition of the term “Requisite Lenders” or modify in any modification to other manner that reduces the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination release all or substantially all of the Liens created Subsidiary Guarantors from their obligations under the Guaranty except as contemplated by Section 8.14.(b) or release the Loan Documents 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 itParent Guarantor from its obligations under the Guaranty; (kix) any waiver waive a Default or Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerDefault under Section 11.1.(a); (lx) amend, or waive the voting on any plan of reorganizationBorrower’s compliance with, restructuring or similar plan in the bankruptcy of the Mortgage Loan BorrowerSection 2.15; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof.or

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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 Advancesan 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; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, any Advances or other Obligations; (iii) reduce the amount of any 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 payment of Fees or any other Obligations; (v) change the Commitment Percentages (excluding any change as a result of an assignment of Commitments permitted under Section 13.5. or an increase of Commitments effected pursuant to Section 2.11.); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term "Requisite Lenders" or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination modify the definition of the Liens created by the terms "Appraised Value," "Borrowing Base," "Eligible Property" and "Permanent Loan Documents 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 itEstimate"; (k) any waiver of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by each of the Lenders directly and adversely affected thereby (or the Administrative Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holdersuch Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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 Advancesan assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations except for any 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, the Loan or other Obligations (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing); (diii) reduce the amount of any waiver of an Event of DefaultFees payable to the Lenders hereunder; (eiv) except as provided in Section 5.03 belowpostpone any date on which a scheduled payment of principal of the Loan, to accelerate the Maturity Dateany Fees or any other Obligations, 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 is to be owing under any guaranty, appoint or request the appointment of a receiver for the Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesmade; (fv) any release change the definitions of Commitment Percentage or Pro Rata Share or amend or otherwise modify the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver provisions of any provision of, or release of, any guaranty or indemnity agreementSection 3.2.; (gvi) any substitution amend subsection (a) or release this subsection (b) of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consentthis Section 13.7.; (hvii) modify the definition of the term “Requisite Lenders” or modify in any modification to other manner that reduces the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination release all or substantially all of the Liens created Subsidiary Guarantors from their obligations under the Guaranty except as contemplated by Section 8.14.(bc) or release the Loan Documents 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 itParent Guarantor from its obligations under the Guaranty; (kix) any waiver waive a Default or Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerDefault under Section 11.1.(a); (lx) amend, or waive the voting on any plan of reorganizationBorrower’s compliance with, restructuring or similar plan in the bankruptcy of the Mortgage Loan BorrowerSection 2.15; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof.or

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 shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) any modification or waiver of a monetary term increase the Commitments of the Mortgage Loan Lenders (except that Agent may waive excluding any increase (A) pursuant to Section 2.15 or all default interest and/or late fees in its sole discretion)(B) as a result of an assignment of Commitments permitted under Section 13.13) or subject the Lenders to any additional obligations; (bii) any modification reduce the principal of, or waiver of a material non-monetary term of interest rates that have accrued or that will be charged on the Mortgage outstanding principal amount of, the Loan; (ciii) reduce the amount of any modification or waiver that would result in fees payable to the Lenders hereunder; (iiv) the extension (other than (A) in accordance with the Loan Documents or (B) postpone any date fixed 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 such payment of principal of, or interest on, the Loan (including, without limitation, any accrued interestthe Maturity Date) or for the payment of fees or any fee (other than one month’s late charge), (iii) a deferral obligations of Borrowers or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Guarantor; (v) an increase or reduction in change the principal amount of the Mortgage Loan Pro Rata Shares (other than an increase excluding any change as a result of Servicing Advances(A) an increase in the Aggregate Loan Commitment pursuant to Section 2.15 or (B) an assignment of Commitments permitted under Section 13.13); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination release any guarantor of the Liens created by the Loan Documents to any other liens securing indebtedness of Borrower or otherwise; and (jif any) consent to any senior or subordinate financing and any loan that may replace itfrom its obligations under its guaranty; (kix) any waiver of or determination not to enforce waive 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower;Default under Section 11.1(a); or (lx) the voting on any plan release or dispose of reorganizationCollateral unless released or disposed of as permitted by, restructuring and in accordance with, Section 2.10 or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof12.7.

Unanimous Consent. Notwithstanding the foregoing 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 shall obtain regarding fees owed only to the Administrative Agent) shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent, at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking but excluding any Defaulting Lender, do any of the following actions (each, 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 “Unanimous Consent Decision”party thereto unless the same shall be in a writing signed by such Borrower Party): (ai) any modification or waiver of a monetary term increase the Individual Loan Commitments of the Mortgage 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; (except ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of the Loans; provided, however, that Administrative Agent may waive any or all default obligation of Borrower to pay interest at the Default Rate and/or late fees in its sole discretion); (b) any modification or waiver charges for periods of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than up to thirty (30) days) or acceleration , and only the consent of the Maturity DateRequisite 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”; (iiiii) a reduction in reduce the interest rate or amount of any fees payable to the monthly debt service payment or Prepayment Premium payable on the Mortgage Loan or a loss of the right to receive Lenders hereunder; (iv) postpone any such date fixed for any payment of principal and/or interest on the Loan or interest (including, without limitation, for the payment of any accrued interest) fees or any fee (other than one month’s late charge), (iii) a deferral payments due and payable by Borrower hereunder or forgiveness of interest on or principal of under the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or other Loan Documents; (v) an increase or reduction in change the principal amount of the Mortgage Loan Percentage Shares (other than an increase excluding any change as a result of Servicing Advancesan assignment of any Individual Loan Commitment permitted under Section 18.15 hereof); (dvi) any waiver of an Event of Default[reserved]; (evii) except as provided in Section 5.03 below, to accelerate amend this Article 18 or amend 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definitions of the Mortgaged Property terms used in this Agreement or otherwise exercise any enforcement remediesthe other Loan Documents insofar as such definitions affect the substance of this Article 18; (fviii) any release modify the definition of the Borrower term “Requisite Lenders” or modify in any guarantor from liability with respect other manner the number or percentage of the Lenders required to the Mortgage Loan make any determinations or waive any modification to, waiver of rights hereunder or to modify any provision of, or release of, any guaranty or indemnity agreementhereof; (gix) consent to any substitution Sale or release of collateral for the Mortgage Loan, Pledge (except as expressly permitted by the Loan Documents without Holders’ consent; (h) or consent to any modification to other indebtedness secured by the number Property or percentage of Holders required to make any determinations or receive any rights hereunder; (i) subordination a pledge of the Liens created direct or indirect interest in Borrower (except as expressly permitted by the Loan Documents 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 itwithout consent); (kx) release the Guarantor of its obligations under any waiver 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 or determination not any of the other Loan Documents unless expressly permitted pursuant to enforce a the terms hereof or under the other Loan Documents; (xii) release any Property unless expressly permitted pursuant to the terms hereof or under the other Loan Documents; or (xiii) amend or otherwise waive the requirements of Section 10.2 hereof. Wherever any approval, consent or direction herein or in any other Loan Document is required by “due-on-saleeach Lender” or “due-on-encumbranceLenders” clause it shall mean that such approval, consent or any other restriction on direction must be agreed to by the sale or transfer unanimous consent of all of the Mortgaged Property or any portion thereof Lenders (but not any sale or transfer of any REO Property) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganizationeach case, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofthan Defaulting Lenders).

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or Administrative Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) increase the Commitments of the Lenders (excluding any modification increase as a result of an assignment of Commitments permitted under Section 11.13) or waiver subject the Lenders to any additional obligations (except, in each case, for any Additional Commitment of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretionLender pursuant to a Facility Increase Supplement); (bii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, any modification or waiver of a material non-monetary term of the Mortgage Loan; (ciii) reduce the amount of any modification or waiver fees payable to the Lenders hereunder (except that would result any change in (i) fees payable to Administrative Agent for its own account shall not require the extension (consent of any Lender other than Administrative Agent); (Aiv) in accordance with the Loan Documents or (B) postpone any date fixed 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 such payment of principal of, or interest on, any Loan (including, without limitation, any accrued interestthe Maturity Date) or for the payment of fees or any fee (other than one month’s late charge), (iii) a deferral obligations of Borrower or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or any Guarantor; (v) an increase or reduction in change the principal amount of the Mortgage Loan Pro Rata Shares (other than an increase excluding any change as a result of Servicing Advancesan assignment of Commitments permitted under Section 11.13 or as a result of a Facility Increase); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definitions of the Mortgaged Property terms “Majority Lenders” or otherwise exercise “Requisite Lenders” or modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of the Liens created by the Loan Documents to release any other liens securing indebtedness of Borrower or otherwise; and Guarantor from its obligations under a Guaranty (j) consent to any senior or subordinate financing and any loan that may replace itexcept as provided in Section 7.17(b)); (kix) any waiver waive a Default or Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower;Default under Section 9.1(a); or (lx) the voting on effect any plan of reorganizationchange, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or waiver that specifically requires the consent of the A-2 Holder is required hereunder, including, without limitationall Lenders under this Agreement (including Section 7.14, the matters described in second sentence of Section 3.07(d) hereof10.12 and Section 11.13(a)).

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 shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) any modification or waiver of a monetary term increase the Commitments of the Mortgage Loan Lenders (except that Agent may waive excluding any increase as a result of an assignment of Commitments permitted under Section 15.14) or all default interest and/or late fees in its sole discretion)subject the Lenders to any additional obligations; (bii) any modification reduce the principal of, or waiver of a material non-monetary term of interest rates that have accrued or that will be charged on the Mortgage outstanding principal amount of, the Loan; (ciii) reduce the amount of any modification or waiver that would result in fees payable to the Lenders hereunder; (iiv) the extension (other than (A) in accordance with the Loan Documents or (B) postpone any date fixed 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 such payment of principal of, or interest on, the Loan (including, without limitation, any accrued interestthe Maturity Date) or for the payment of fees or any fee (other than one month’s late charge), (iii) a deferral obligations of Borrower or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Guarantor; (v) an increase or reduction in change the principal amount of the Mortgage Loan Pro Rata Shares (other than an increase excluding any change as a result of Servicing Advancesan assignment of Commitments permitted under Section 15.14); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination release any Guarantor from its obligations under the Guaranty; (ix) waive a Default under Section 12.1(a); or (x) release or dispose of the Liens created by 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; or (xi) except as expressly provided in this Agreement, release any Borrower from its obligations under the Loan Documents 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 itOther Related Documents; (k) any waiver of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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 Advancesan assignment of Commitments permitted under Section 13.6.(d)) or subject the Lenders to any additional obligations; (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 Agent 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 payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, any Loans or for the payment of Fees or any other Obligations beyond the Termination Date; (v) change the Credit Percentages (excluding any change as a result of an assignment of Commitments permitted under Section 13.6.(d)); (dvi) any waiver modify the definition of an Event of Defaultthe term "Commitment Termination Date" or "Termination Date"; (evii) except as provided in amend this Section 5.03 below, to accelerate or amend 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definitions of the Mortgaged Property terms used in this Agreement or otherwise exercise any enforcement remediesthe other Loan Documents insofar as such definitions affect the substance of this Section; (fviii) any release modify the definition of the Borrower term "Requisite Lenders" or modify in any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iix) subordination release any Guarantor from its obligations under the Guaranty, except as otherwise permitted under Section 8.14(d); (x) modify the definition of the Liens created by terms "Maximum Availability" or "Unencumbered Pool Value" (and the Loan Documents definitions used in such definitions and the percentages and rates used in the calculation thereof); provided, however, the Requisite Lenders may agree to any other liens securing indebtedness permit more than 20% of Borrower the Unencumbered Pool Value to be attributable to a given Eligible Property; (xi) waive a Default or otherwiseEvent of Default under subsection (a) of Section 11.1.; (xii) waive a Default or Event of Default under subsection (b) of Section 11.1. to the extent such Default or Event of Default arises from the failure of the Parent to perform or observe the covenant set forth in subsection (a) of Section 10.1.; and (jxiii) consent to any senior amend, or subordinate financing and any loan that may replace it; (k) any waiver of or determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause or any other restriction on waive the sale or transfer of the Mortgaged Property or any portion thereof (but not any sale or transfer of any REO Property) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization's compliance with, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof2.5.(b).

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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)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; (dii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, any waiver of an Event of DefaultLoans or other Obligations; (eiii) except as provided in Section 5.03 below, to accelerate reduce the Maturity Date, commence foreclosure proceedings, accept the conveyance amount of title any Fees payable 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesLenders hereunder; (fiv) any release modify the definition of the Borrower term "Termination Date" or postpone any guarantor from liability with respect to the Mortgage Loan or date fixed for any modification to, waiver payment of any provision principal of, or release ofinterest on, any guaranty Loans or indemnity agreementfor the payment of Fees or any other Obligations, or extend the expiration date of any Letter of Credit beyond the Termination Date; (gv) change the Pro Rata Shares (excluding any substitution change as a result of an assignment of Commitments permitted under Section 11.5. or release an increase of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consentCommitments effected pursuant to Section 2.13.;); (hvi) 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; (vii) modify the definition of the term "Requisite Lenders" or modify in any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents to any other liens securing indebtedness of Borrower or otherwiseGuaranty except as contemplated under Section 7.15.(c); andor (jix) consent to any senior waive a Default or subordinate financing and any loan that may replace it; (k) any waiver Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganizationDefault under Section 9.1.(a), restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in except as contemplated by Section 3.07(d) hereof9.8.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by each of the Lenders directly and adversely affected thereby (or the Administrative Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holdersuch Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase or extend the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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)an assignment of Commitments permitted under Section 13.6) or subject the Lenders to any additional obligations except for any increases contemplated under Section 2.16; (dii) any 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 Loan or other Obligations (other than a waiver of an Event default interest and changes in calculation of Defaultthe 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; (eiii) except as provided in Section 5.03 below, to accelerate reduce the Maturity Date, commence foreclosure proceedings, accept the conveyance amount of title any Fees payable 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesLenders hereunder; (fiv) postpone any release date on which a scheduled payment of principal of the Borrower Loan, any Fees or any guarantor from liability with respect other Obligations, is to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreementbe made; (gv) any substitution change the definitions of Commitment Percentage or release Pro Rata Share or amend or otherwise modify the provisions of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consentSection 3.2; (hvi) amend subsection (a) or this subsection (b) of this Section 13.7; (vii) modify the definition of the term “Requisite Lenders” or modify in any modification to other manner that reduces the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination release (A) all or substantially all of the Liens created Subsidiary Guarantors from their obligations under the Guaranty (except as contemplated by Section 8.14 or 8.15) or release the Loan Documents to any other liens securing indebtedness Parent Guarantor from its obligations under the Guaranty, or (B) all or substantially all of Borrower or otherwise; and the value of the Collateral (j) consent to any senior or subordinate financing and any loan that may replace itexcept as contemplated by Section 8.15); (kix) any waiver waive a Default or Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerDefault under Section 11.1(a); (lx) amend, or waive the voting on any plan of reorganizationBorrower’s compliance with, restructuring or similar plan in the bankruptcy of the Mortgage Loan BorrowerSection 2.15; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof.or

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 shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) any modification or waiver of a monetary term increase the Commitments of the Mortgage Loan Lenders (except excluding any increase as a result of an assignment of Commitments permitted under Section 13.13) or subject the Lenders to any additional obligations; provided that Agent may waive any or all default interest and/or late fees the foregoing shall not apply to Protective Advances made in its sole discretion)accordance with this Agreement; (bii) any modification reduce the principal of, or waiver of a material non-monetary term of interest rates that have accrued or that will be charged on the Mortgage outstanding principal amount of, the Loan; (ciii) reduce the amount of any modification or waiver that would result in fees payable to the Lenders hereunder; (iiv) the extension (other than (A) in accordance with the Loan Documents or (B) postpone any date fixed 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 such payment of principal of, or interest on, the Loan (including, without limitation, any accrued interestthe Maturity Date) or for the payment of fees or any fee (other than one month’s late charge), (iii) a deferral obligations of Borrower or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Guarantor; (v) an increase or reduction in change the principal amount of the Mortgage Loan Pro Rata Shares (other than an increase excluding any change as a result of Servicing Advancesan assignment of Commitments permitted under Section 13.13); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents 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 itGuaranty; (kix) any waiver of waive a Default under Section 11.1(a); or (x) release or determination not to enforce 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 dispose of any REO Property) Collateral unless released or on any transfer disposed of any direct as permitted by, and in accordance with, Section 2.8 or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof12.7.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) increase the Commitments of the Lenders (excluding any modification increase as a result of an assignment of Commitments permitted under Section 12.5 or waiver any increase of a monetary term of Lender's Commitment effected in accordance with Section 2.10), or subject the Mortgage Loan (except that Agent may waive Lenders to any or all default interest and/or late fees in its sole discretion)additional obligations; (bii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, any modification Advances or waiver of a material non-monetary term of the Mortgage Loanother Obligations; (ciii) reduce the amount of any modification 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 waiver that would result in (i) further consent from, any Lender, to waive the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration imposition of the Maturity Datelate fees provided in Section 2.6., up to a maximum of 2 times per calendar year; (iiiv) 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 postpone any such date fixed for any payment of principal of, or interest (on, any Advances or for the payment of Fees or any other Obligations including, without limitation, extend the Termination Date (excluding any accrued interest) or any fee (other than one month’s late charge), (iii) a deferral or forgiveness of interest on or principal extension of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Termination Date effected in accordance with Section 2.11); (v) an increase or reduction in change the principal amount of the Mortgage Loan Commitment Percentages (other than an increase excluding any change as a result of Servicing Advancesan assignment of Commitments permitted under Sections 2.10 or 12.5); (dvi) any waiver amend this Section or amend the definitions of an Event of Defaultthe terms used in this Agreement or the other Loan Documents insofar as such definitions affect the provisions contained in this Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term "Requisite Lenders" or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release the Liens created by Parent from its obligations under the Loan Documents 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 itParent Guaranty; (kix) any waiver waive a Default or Event of Default under Section 10.1.(a); or (x) amend Section 9.1.(b) or determination not to enforce a “due-on-sale” Section 9.1(k) or “due-on-encumbrance” clause or any other restriction on modify the sale or transfer definition of the Mortgaged Property terms "Adjusted Asset Value," "EBITDA", "Gross Asset Value", "Indebtedness", "Leverage Ratio" or any portion thereof (but not any sale or transfer of any REO Property) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof"Total Liabilities".

Unanimous Consent. Notwithstanding the foregoing 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 shall obtain regarding fees owed only to the Administrative Agent) shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent, at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking but excluding any Defaulting Lender, do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Individual Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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)an assignment of any Individual Loan Commitments permitted under Section 11.15 hereof) or subject the Lenders to any additional obligations; (dii) any waiver reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of an Event of Defaultthe Loans; (eiii) reduce the amount of any Fees payable to the Lenders hereunder (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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remedies11.18(a)); (fiv) postpone any release date fixed for any payment of principal and/or interest on the Borrower Loan or for the payment of any Fees or any guarantor from liability with respect to other payments due and payable by Borrower hereunder or under the Mortgage other Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreementDocuments; (gv) change the Pro Rata Shares (excluding any substitution or release change as a result of collateral for the Mortgage Loan, except as an assignment of any Individual Loan Commitment permitted by the Loan Documents without Holders’ consentunder Section 11.15 hereof); (hvi) waive any modification 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 Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iix) subordination of the Liens created permit any Prohibited Transfer or permit any assignment by the Loan Documents Borrower pursuant to any other liens securing indebtedness of Borrower or otherwise; andSection 6.4 hereof. (jx) consent release any Guarantor from its obligations under the Guaranty unless expressly permitted pursuant to any senior the terms hereof or subordinate financing and any loan that may replace itunder the other Loan Documents; (kxi) any waiver waive a Default or Event of Default under Section 10.1(a) hereof; (xii) amend or determination not to enforce a “due-on-sale” otherwise waive the requirements of Section 10.2(g) hereof; or (xiii) release or “due-on-encumbrance” clause or any other restriction on the sale or transfer dispose of the Mortgaged Property or any portion thereof (but not unless released in accordance with the express terms hereof. Wherever any sale approval, consent or transfer 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 any REO Property) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy all of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofLenders.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by each of the Lenders directly and adversely affected thereby (or the Administrative Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holdersuch Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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 Advancesan assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations except for any 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, the Loan or other Obligations (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing); (diii) reduce the amount of any waiver of an Event of DefaultFees payable to the Lenders hereunder; (eiv) except as provided in Section 5.03 belowpostpone any date on which a scheduled payment of principal of the Loan, to accelerate the Maturity Dateany Fees or any other Obligations, 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 is to be owing under any guaranty, appoint or request the appointment of a receiver for the Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesmade; (fv) any release change the definitions of Commitment Percentage or Pro Rata Share or amend or otherwise modify the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver provisions of any provision of, or release of, any guaranty or indemnity agreementSection 3.2.; (gvi) any substitution amend subsection (a) or release this subsection (b) of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consentthis Section 13.7.; (hvii) modify the definition of the term “Requisite Lenders” or modify in any modification to other manner that reduces the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination release all or substantially all of the Liens created Subsidiary Guarantors from their obligations under the Guaranty except as contemplated by Section 8.14.(c) or release the Loan Documents 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 itParent Guarantor from its obligations under the Guaranty; (kix) any waiver waive a Default or Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerDefault under Section 11.1.(a); (lx) amend, or waive the voting on any plan of reorganizationBorrower’s compliance with, restructuring or similar plan in the bankruptcy of the Mortgage Loan BorrowerSection 2.15; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof.or

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 shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) any modification or waiver of a monetary term increase the Commitments of the Mortgage Loan Lenders (except that Agent may waive excluding any increase as a result of an assignment of Commitments permitted under Section 13.13) or all default interest and/or late fees in its sole discretion)subject the Lenders to any additional obligations; (bii) any modification reduce the principal of, or waiver of a material non-monetary term of interest rates that have accrued or that will be charged on the Mortgage outstanding principal amount of, the Loan; (ciii) reduce the amount of any modification or waiver that would result in fees payable to the Lenders hereunder; (iiv) the extension (other than (A) in accordance with the Loan Documents or (B) postpone any date fixed 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 such payment of principal of, or interest on, the Loan (including, without limitation, any accrued interestthe Maturity Date) or for the payment of fees or any fee (other than one month’s late charge), (iii) a deferral obligations of Borrowers or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Guarantor; (v) an increase or reduction in change the principal amount of the Mortgage Loan Pro Rata Shares (other than an increase excluding any change as a result of Servicing Advancesan assignment of Commitments permitted under Section 13.13); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents 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 itGuaranty; (kix) any waiver of or determination not to enforce waive 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerDefault under Section 11.1(a); (lx) the voting on release or dispose of Collateral unless released or disposed of as permitted by, and in accordance with, Section 12.7; or (xi) amend or waive Borrowers’ obligation to repay any plan of reorganization, restructuring or similar plan in the bankruptcy outstanding portion of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent in excess of the A-2 Holder is required hereunderAggregate Commitment, including, without limitation, the matters described as provided in Section 3.07(d) hereof2.1(b).

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 shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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)an assignment of Commitments permitted under Section 12.6.) or subject the Lenders to any additional obligations. (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; (diii) reduce the amount of any waiver of an Event of DefaultFees payable to the Lenders hereunder; (eiv) except as provided in Section 5.03 belowpostpone any date fixed for any payment of principal of, to accelerate or interest on, any Loans or for the payment of Fees or any other Obligations, or extend the expiration date of any Letter of Credit beyond 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remedies; (fv) any release change the definitions of the Borrower Revolving Commitment Percentage or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreementPro Rata Share; (gvi) any substitution amend this Section or release amend the definitions of collateral for the Mortgage Loan, except as permitted by terms used in this Agreement or the other Loan Documents without Holders’ consentinsofar as such definitions affect the substance of this Section; (hvii) modify the definition of the term “Requisite Lenders” or modify in any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of the Liens created by the Loan Documents to release any other liens securing indebtedness of Borrower or otherwise; and (j) consent to Guarantor from its obligations under any senior or subordinate financing and any loan that may replace itGuaranty; (kix) any waiver waive a Default or Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerDefault under Section 10.1.(a); (lx) amend, or waive the voting on any plan of reorganizationBorrower’s compliance with, restructuring or similar plan in the bankruptcy of the Mortgage Loan BorrowerSection 2.14; andor (mxi) release or dispose of any other matter for which the approval collateral unless released or consent disposed of the A-2 Holder is required hereunderas permitted by, includingand in accordance with, without limitation, the matters described in Section 3.07(d) hereof11.3.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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)an assignment of Commitments permitted under Section 13.7.) or subject the Lenders to any additional obligations except for any increases contemplated under Section 2.17.; (dii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, any waiver of an Event of DefaultLoans or other Obligations; (eiii) except as provided in Section 5.03 below, to accelerate reduce the Maturity Date, commence foreclosure proceedings, accept the conveyance amount of title any Fees payable 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesLenders hereunder; (fiv) postpone any release date fixed for any payment of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision principal of, or release ofinterest on, any guaranty Loans or indemnity agreementfor the payment of Fees or any other Obligations, or extend the expiration date of any Letter of Credit beyond the Termination Date; (gv) change the Pro Rata Shares (excluding any substitution change as a result of an assignment of Commitments permitted under Section 13.7. or release an increase of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consentCommitments effected pursuant to Section 2.17.;); (hvi) 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; (vii) modify the definition of the term “Requisite Lenders” or modify in any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents 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 itGuaranty except as contemplated under Section 8.13.; (kix) any waiver waive a Default or Event of or determination not to enforce a Default under Section 11.1.(a); or (x) modify the definitions of the terms “due-on-sale” Maximum Loan Availablity”, or “due-on-encumbranceUnencumbered Pool Value” clause (or any other restriction on the sale definitions used in such definition or transfer of the Mortgaged Property percentages or any portion thereof (but not any sale or transfer of any REO Property) or on any transfer of any direct or indirect ownership interest rates used in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofcalculation 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 shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) any modification or waiver of a monetary term except as contemplated by Section 2.12, increase the Commitments of the Mortgage Loan Lenders (except that Agent may waive excluding any increase as a result of an assignment of Commitments permitted under Section 15.14) or all default interest and/or late fees in its sole discretion)subject the Lenders to any additional obligations; (bii) any modification reduce the principal of, or waiver of a material non-monetary term of interest rates that have accrued or that will be charged on the Mortgage outstanding principal amount of, the Loan; (ciii) reduce the amount of any modification or waiver that would result in fees payable to the Lenders hereunder; (iiv) the extension (other than (A) in accordance with the Loan Documents or (B) postpone any date fixed 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 such payment of principal of, or interest on, the Loan (including, without limitation, any accrued interestthe Maturity Date) or for the payment of fees or any fee (other than one month’s late charge), (iii) a deferral obligations of Borrower or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Guarantor; (v) an increase change the Pro Rata Term Loan Shares or reduction in the principal amount of the Mortgage Pro Rata Revolving Loan Shares (other than an increase excluding as contemplated by Section 2.12 or any change as a result of Servicing Advancesan assignment of Commitments permitted under Section 15.14); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination release Guarantor from its obligations under the Guaranty; (ix) waive a Default under Section 12.1(a); or (x) release or dispose of the Liens created by 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 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 itOther Related Documents; (kxii) any waiver amend the priority of or determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause or any other restriction on payments set forth in Section 12.8 hereof; or (xiii) permit the sale or transfer of the Mortgaged Property Properties or any portion thereof (but not to secure any sale indebtedness or transfer of any REO Property) or on any transfer of any direct or indirect ownership interest in obligations other than the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofSecured Obligations.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderall of the Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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)an assignment of Commitments permitted under Section 10.8.) or subject the Lenders to any additional obligations; (dii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, any waiver of an Event of DefaultLoans or other Obligations; (eiii) except as provided in Section 5.03 below, to accelerate reduce the Maturity Date, commence foreclosure proceedings, accept the conveyance amount of title any Fees payable 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesLenders hereunder; (fiv) postpone any release date fixed for any payment of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision principal of, or release ofinterest on, any guaranty Loans or indemnity agreementfor the payment of Fees or any other Obligations; (gv) change the Pro Rata Shares (excluding any substitution or release change as a result of collateral for the Mortgage Loan, except as an assignment of Commitments permitted by the Loan Documents without Holders’ consentunder Section 10.8.;); (hvi) 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; (vii) modify the definition of the term “Requisite Lenders” or modify in any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents to any other liens securing indebtedness of Borrower or otherwiseGuaranty except as contemplated under Section 7.3.(d); andor (jix) consent to any senior waive a Default or subordinate financing and any loan that may replace it; (k) any waiver Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Default under Section 3.07(d) hereof8.1.(a).

Unanimous Consent. Agent shall obtain the written consent Any waiver of each Holder (other than or any amendment to a Related A-2 Holder), prior to taking any provision of the Loan Documents and any action, consent or other determination in connection with the Loan Documents which relates to the following actions (eachmatters shall require the approval, a “Unanimous Consent Decision”):consent or agreement, as the context requires, of: (ai) 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 modification 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 a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretionconditions precedent to Initial Drawdown); (bF) any modification or waiver change (except for changes of a material non-monetary term purely mechanical nature) in the types of Accommodations, or in the Mortgage Loaninterest rates, Standby Fees, Stamping Fees, the Discount Rate, or the amount of any payments payable by the Borrower to the Lenders under this Agreement; (c) any modification or waiver that would result in (i) the 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 such payment of principal or interest (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 (vG) an increase or reduction decrease in the principal amount Individual Commitment Amount of any Lender; (H) a shortening of the Mortgage Loan 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 an increase as contemplated hereunder) or the amendment of any material term of the Subordination Agreement; (K) a result change in the definition of Servicing Advances"a Majority of Lenders"; or (L) the provisions of Sections 13.2(a), (b) and (c); (dii) any waiver all of an Event of Default;the Revolving Credit Facility Lenders: (eA) except as provided and the Operating Lender in Section 5.03 below, relation to accelerate any change in the Maturity Date, commence foreclosure proceedings, accept the conveyance of title to the Mortgaged Property requirements 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 Article 7 that a receiver for the Mortgaged Property, collect rents from the Mortgaged Property, take possession Majority of the Mortgaged Property Revolving Lenders must approve the determination or otherwise exercise any enforcement remedies;redetermination of the Borrowing Base Limit; or (fB) in relation to any release change in the definition of "a Majority of the Borrower Revolving Credit Facility Lenders" or any guarantor from liability with respect to in the Mortgage Loan or any modification to, waiver definition of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to the number or percentage of Holders required to make any determinations or receive any rights hereunder; (i) subordination "a Majority of the Liens created by the Loan Documents to any other liens securing indebtedness of Borrower or otherwiseRevolving Lenders"; and (jiii) consent all of the Revolving Lenders in relation to any senior or subordinate financing and any loan that may replace it; (k) any waiver of or determination not the Borrower's obligation to enforce a “due-on-sale” or “due-on-encumbrance” clause or any other restriction draw down the Drawdown Amount shown in the Notice of Drawdown on the sale or transfer of the Mortgaged Property or any portion thereof (but not any sale or transfer of any REO Property) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofApplicable Drawdown Date.

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) the 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 such payment of principal or interest (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 Loans of the Lenders (other than an excluding any increase as a result of Servicing Advancesan assignment of Loans permitted under Section 13.7.) or subject the Lenders to any additional obligations; (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; (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, any Loans or for the payment of Fees or any other Obligations; (v) change the Pro Rata Shares (excluding any change as a result of an assignment of Loans permitted under Section 13.7. ); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents 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 itGuaranty except as contemplated under Section 8.13.; (kix) any waiver waive a Default or Event of or determination not to enforce a Default under Section 11.1.(a); or (x) modify the definitions of the terms “due-on-sale” Maximum Loan Availablity”, or “due-on-encumbranceUnencumbered Pool Value” clause (or any other restriction on the sale definitions used in such definition or transfer of the Mortgaged Property percentages or any portion thereof (but not any sale or transfer of any REO Property) or on any transfer of any direct or indirect ownership interest rates used in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofcalculation thereof).

Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by each of the Lenders directly and adversely affected thereby (or the Administrative Agent shall obtain at the written consent direction of each Holder (other than a Related A-2 Holdersuch Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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 Advancesan assignment of Commitments permitted under Section 13.6.) or subject the Lenders to any additional obligations except for any 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, the Loan or other Obligations (other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing); (diii) reduce the amount of any waiver of an Event of DefaultFees payable to the Lenders hereunder; (eiv) except as provided in Section 5.03 belowpostpone any date on which a scheduled payment of principal of the Loan, to accelerate the Maturity Dateany Fees or any other Obligations, 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 is to be owing under any guaranty, appoint or request the appointment of a receiver for the Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remediesmade; (fv) any release change the definitions of Commitment Percentage or Pro Rata Share or amend or otherwise modify the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver provisions of any provision of, or release of, any guaranty or indemnity agreementSection 3.2.; (gvi) any substitution amend subsection (a) or release this subsection (b) of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consentthis Section 13.7.; (hvii) modify the definition of the term “Requisite Lenders” or modify in any modification to other manner that reduces the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination release all or substantially all of the Liens created Subsidiary Guarantors from their obligations under the Guaranty except as contemplated by Section 8.14.(b) or release the Loan Documents 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 itParent Guarantor from its obligations under the Guaranty; (kix) any waiver waive a Default or Event of or determination not to enforce 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 on any transfer of any direct or indirect ownership interest in the Mortgage Loan BorrowerDefault under Section 11.1.(a); (lx) amend, or waive the voting on any plan of reorganizationBorrower’s compliance with, restructuring or similar plan in the bankruptcy of the Mortgage Loan BorrowerSection 2.15; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof.or

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 shall obtain at the written consent direction of each Holder (other than a Related A-2 Holderthe Lenders), prior to taking do any of the following actions (each, a “Unanimous Consent Decision”):following: (ai) any modification or waiver of a monetary term increase the Commitments of the Mortgage Loan Lenders (except that Agent may waive excluding any increase as a result of an assignment of Commitments permitted under Section 12.13) or all default interest and/or late fees in its sole discretion)subject the Lenders to any additional obligations; (bii) any modification reduce the principal of, or waiver of a material non-monetary term of interest rates that have accrued or that will be charged on the Mortgage outstanding principal amount of, the Loan; (ciii) reduce the amount of any modification or waiver that would result in fees payable to the Lenders hereunder; (iiv) the extension (other than (A) in accordance with the Loan Documents or (B) postpone any date fixed 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 such payment of principal of, or interest on, the Loan (including, without limitation, any accrued interestthe Maturity Date) or for the payment of fees or any fee (other than one month’s late charge)obligations of Borrower, (iii) a deferral Owner or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or Guarantor; (v) an increase or reduction in change the principal amount of the Mortgage Loan Pro Rata Shares (other than an increase excluding any change as a result of Servicing Advancesan assignment of Commitments permitted under Section 12.13); (dvi) any waiver amend this Section or amend the definitions of an Event the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of Defaultthis Section; (evii) except as provided in Section 5.03 below, to accelerate modify 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definition of the Mortgaged Property term “Requisite Lenders” or otherwise exercise modify in any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or percentage of Holders the Lenders required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iviii) subordination of release any Guarantor from its obligations under the Liens created by the Loan Documents 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 itGuaranty; (kix) any waiver of waive a Default or determination not to enforce a “due-on-sale” Potential Default under Section 10.1(a); or (x) release 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 dispose of any REO Property) Collateral unless released or on any transfer disposed of any direct or indirect ownership interest as permitted by, and in the Mortgage Loan Borrower; (l) the voting on any plan of reorganizationaccordance with, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof11.7.

Unanimous Consent. Notwithstanding the foregoing 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 shall obtain regarding fees owed only to the Administrative Agent) shall, unless in writing, and signed by all of the Lender Parties (or the Administrative Agent, at the written consent direction of each Holder (other than a Related A-2 Holderthe Lender Parties), prior to taking but excluding any Defaulting Lender, do any of the following actions (each, a “Unanimous Consent Decision”):following: (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) increase the extension (other than (A) in accordance with the Individual Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration Commitments of the Maturity Date, Lenders (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 excluding any such payment of principal or interest (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 Advancesan assignment of any Individual Loan Commitments permitted under Section 16.14 hereof) or subject the Lender Parties to any additional obligations; (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, if any, payable to the Lender Parties hereunder; (iv) postpone any date fixed for any payment of principal and/or interest on the Loan or for the payment of any Fees or any other payments due and payable by Borrower hereunder or under the other Loan Documents; (v) change the Pro Rata Shares (excluding any change as a result of an assignment of any Individual Loan Commitment permitted under Section 16.14 hereof); (dvi) waive any waiver of requirement to deliver or maintain an Event of DefaultInterest Rate Protection Agreement; (evii) except as provided in amend this Section 5.03 below, to accelerate or amend 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 Mortgaged Property, collect rents from the Mortgaged Property, take possession definitions of the Mortgaged Property terms used in this Agreement or otherwise exercise any enforcement remediesthe other Loan Documents insofar as such definitions affect the substance of this Section; (fviii) any release modify the definition of the Borrower term “Requisite Lenders” or modify in any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to other manner the number or of percentage of Holders the Lender Parties required to make any determinations or receive waive any rights hereunderhereunder or to modify any provision hereof; (iix) subordination of the Liens created permit any Prohibited Property Transfer or permit any assignment by the Loan Documents Borrower pursuant to any other liens securing indebtedness of Borrower or otherwise; andSection 15.1(b)(i) hereof. (jx) consent release any Guarantor from its obligations under the Guaranty unless expressly permitted pursuant to any senior the terms hereof or subordinate financing and any loan that may replace itunder the other Loan Documents; (kxi) any waiver waive a Default under Section 9.1 hereof; (xii) amend or otherwise waive the requirements of Section 9.3(b) hereof; or (xiii) release or determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause or any other restriction on the sale or transfer dispose of the Mortgaged Property or any portion thereof (but not unless released in accordance with the express terms hereof. Wherever any sale approval, consent or transfer 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 unanimous consent of any REO Property) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy all of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereofLenders.