THE GROUND LEASE UNDER SECTIONS 4.23(A), (D)
OR (E); OR
(V)
GRANT ANY
CONSENT, APPROVAL OR WAIVERS IN CONNECTION WITH ANY ACTION TAKEN PURSUANT TO
ARTICLE VI.
(C)
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 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 DIRECTION OF THE LENDERS), BUT EXCLUDING ANY DEFAULTING LENDER, DO ANY
OF THE FOLLOWING:
(I)
INCREASE
THE INDIVIDUAL LOAN COMMITMENTS OF THE LENDERS (EXCLUDING ANY INCREASE AS A
RESULT OF AN ASSIGNMENT OF ANY INDIVIDUAL LOAN COMMITMENTS PERMITTED UNDER
SECTION 11.15 HEREOF) OR SUBJECT THE LENDERS TO ANY ADDITIONAL OBLIGATIONS;
112
(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 (EXCEPT AS PROVIDED IN
SECTION 11.18(A));
(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);
(VI)
WAIVE ANY
REQUIREMENT TO DELIVER OR MAINTAIN AN INTEREST RATE PROTECTION AGREEMENT;
(VII)
AMEND THIS
SECTION OR AMEND THE DEFINITIONS OF THE TERMS USED IN THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS INSOFAR AS SUCH DEFINITIONS AFFECT THE SUBSTANCE OF THIS
SECTION;
(VIII)
MODIFY THE
DEFINITION OF THE TERM "REQUISITE LENDERS" OR MODIFY IN ANY OTHER MANNER THE
NUMBER OF PERCENTAGE OF THE LENDERS REQUIRED TO MAKE ANY DETERMINATIONS OR WAIVE
ANY RIGHTS HEREUNDER OR TO MODIFY ANY PROVISION HEREOF;
(IX)
PERMIT ANY
PROHIBITED TRANSFER OR PERMIT ANY ASSIGNMENT BY BORROWER PURSUANT TO SECTION 6.4
HEREOF.
(X)
RELEASE ANY
GUARANTOR FROM ITS OBLIGATIONS UNDER THE GUARANTY UNLESS EXPRESSLY PERMITTED
PURSUANT TO THE TERMS HEREOF OR UNDER THE OTHER LOAN DOCUMENTS;
(XI)
WAIVE A
DEFAULT OR EVENT OF DEFAULT UNDER SECTION 10.1(A) HEREOF;
(XII)
AMEND OR
OTHERWISE WAIVE THE REQUIREMENTS OF SECTION 10.2(G) HEREOF; OR
(XIII)
RELEASE OR
DISPOSE OF THE PROPERTY OR ANY PORTION THEREOF UNLESS RELEASED IN ACCORDANCE
WITH THE EXPRESS TERMS HEREOF.
Wherever any approval, consent or direction herein or in any other Loan Document
is required by "each Lender" or "Lenders" it shall mean that such approval,
consent or direction must be agreed to by the unanimous consent of all of the
Lenders.
(D)
NOTWITHSTANDING THE FOREGOING OR ANYTHING HEREIN OR IN THE
LOAN DOCUMENTS TO THE CONTRARY, TO THE EXTENT THAT THIS AGREEMENT OR THE