Exhibit 10.1






Exhibit 10.1


AMENDMENT TO FORBEARANCE AGREEMENT




THIS AMENDMENT TO FORBEARANCE AGREEMENT (this “Agreement”) is made this 10th day of September,
2010 by and between Bank of America, National Association, as successor by merger to LaSalle Bank National Association,
as Trustee for the Benefit of the Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2007-WHALE 8 (“Trustee”) and HENRY HUDSON HOLDINGS LLC, a Delaware limited liability
company (the “Borrower”).



W I T N E S S E T H:




WHEREAS, Trustee and Borrower entered into that certain Forbearance Agreement, dated as of July 9, 2010 (the
“Forbearance Agreement”), pursuant to which Trustee agreed to forbear from taking certain actions in connection
with Borrower’s failure to pay off the Note on the Maturity Date (as such terms are defined in the Forbearance
Agreement); and



WHEREAS, Trustee and Borrower desire to extend the Forbearance Period set forth in the Forbearance Agreement.



NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and for such other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Trustee and Borrower hereby agree
as follows:



Section 1. Capitalized Terms. All capitalized terms used in this Agreement without definition
shall have the meaning assigned to those terms in the Forbearance Agreement



Section 2. Effect of Prior Agreements. Except as specifically modified by the terms of this
Agreement, all prior agreements between Trustee, Servicer, Special Servicer and Borrower, including, but not limited to
the Note, the Mortgage, the Forbearance Agreement and any other document evidencing, securing, governing or
guaranteeing the Loan (collectively, the “Loan Documents”) shall remain in full force and effect. Borrower
hereby ratifies and affirms all of its covenants and obligations under the Loan Documents and Forbearance Agreement, as
further amended hereby, and further covenants and agrees to perform fully all of such covenants and obligations in
accordance with the express terms of the Loan Documents and Forbearance Agreement, as further amended hereby.



Section 3. Amendment to Forbearance Agreement. Section 3.2 of the Forbearance Agreement is hereby
amended by changing the expiration date of the Forbearance Period from “September 12, 2010” to “October 12, 2010.”



Section 4. Execution in Counterparts. This Agreement may be executed in any number of separate
counterparts by different parties hereto, each of which, when so executed and delivered, shall be an original, but all
counterparts shall together constitute one instrument. This Agreement shall not be binding and enforceable as to any
party who executes this Agreement until it has been executed by Borrower and Trustee, by and through Special Servicer.



Section 5. Further Assurances. Trustee and Borrower agree to cooperate with each other in
preparing and executing such other and further documents and taking such other and further action as may be necessary
or appropriate to implement this Agreement.



Section 6. Choice of Law. This Agreement shall be governed by, construed and interpreted in
accordance with the laws of the State of New York (excluding the choice of law rules thereof).



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Section 7. Invalidity of Any Part. In the event that any one or more of the provisions of this
Agreement shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any respect,
or in the event that any one or more of the provisions this Agreement operate or would prospectively operate to
invalidate this Agreement, then and in any of those events, the following shall occur: (a) the provision(s) shall be
enforced to the fullest extent of its validity, legality and enforceability; or (b) if such provisions would operate so
as to invalidate this entire Agreement, only such provision(s) shall be void as though not herein contained, and the
remainder of the clauses and provisions of this Agreement will remain in full force and effect. If, for any
circumstance whatsoever, fulfillment of such provision shall be proscribed by law, then the obligation to be fulfilled
shall be reduced to the limit of such validity.



Section 8. Miscellaneous. The recitals are incorporated into and made a part of this Agreement.
Whenever used in this Agreement, the singular shall include the plural and the plural shall include the singular. The
use of any gender, tense, or conjugation shall include all genders, tenses, and conjugations. The paragraph headings
and subparagraph headings have been included for convenience, are not part of this Agreement and shall not be taken as
an interpretation of any provision of this Agreement. This Agreement may only be amended, waived, changed, modified,
or discharged by an agreement in writing signed by the parties.



[Signatures on following page.]




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IN WITNESS WHEREOF, and intending to create an instrument under seal, Borrower and Trustee have duly executed this
Agreement under seal as of the day and year first written above.




	 	 	 	 	 
	 	BORROWER:
	 
	 	HENRY HUDSON HOLDINGS LLC, a Delaware

    limited liability company

	 
	 	By:	 	Hendry Hudson Senior Mezz, LLC, a Delaware

limited liability company, its sole member

	 
	 	By:	 	Morgans Group LLC, a Delaware limited

liability company, its sole member

	 
	 	By:	 	Morgans Hotel Group Co., a

Delaware corporation, its managing
member

	 
	 	By:	 	/s/ Richard Szymanski
	 	 

	 	Name: Richard Szymanski

Title: CFO

	 
	 	TRUSTEE:
	 
	 	BANK OF AMERICA, NATIONAL ASSOCIATION, AS SUCCESSOR BY
MERGER TO LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE
FOR THE BENEFIT OF THE HOLDERS OF WACHOVIA BANK
COMMERCIAL MORTGAGE TRUST, COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2007-WHALE 8
	 
	 	By:	 	CWCapital Asset Management LLC, 

    solely in its capacity as Special Servicer

	 
	 	By:	 	/s/ Kevin Thompson
	 	 

	 	Name: Kevin Thompson

Title: Vice President









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