PROVIDED PURSUANT TO THIS
AGREEMENT), "ELIGIBLE ASSIGNEE", "SINGLE PURPOSE ENTITY" AND "THRESHOLD AMOUNT"
SET FORTH IN SECTION 1.1, OR ANY PROVISIONS OF THE LOAN DOCUMENTS WHICH PURSUANT
TO THEIR EXPRESS TERMS REQUIRE THE REQUIRED LENDERS' CONSENT; (B) AFTER THE
OCCURRENCE OF AN EVENT OF DEFAULT, (I) WAIVE ANY EVENT OF DEFAULT WHICH IS THE
SUBJECT OF ANY WRITTEN NOTICE OF DEFAULT GIVEN BY ADMINISTRATIVE AGENT TO
BORROWER; (II) DECLARE THE LOANS TO BE IMMEDIATELY DUE AND PAYABLE, OR RESCIND
ANY SUCH DECLARATION; (III) COMMENCE ANY ACTION TO FORECLOSE THE LIEN OF THE
MORTGAGE OR CONDUCT A FORECLOSURE SALE PURSUANT TO A POWER OF SALE; (IV) ACCEPT
A DEED IN LIEU OF FORECLOSURE; (V) SEEK THE APPOINTMENT OF
101
A RECEIVER; (VI) FILE OR APPROVE ANY PLAN IN ANY BANKRUPTCY PROCEEDING INVOLVING
BORROWER, GUARANTOR OR THE PROJECT; (VII) COMMENCE ANY SUIT ON THE NOTE TO
COLLECT THE INDEBTEDNESS; OR (VIII) COMMENCE ANY SUIT ON THE GUARANTY OR (IF
APPLICABLE) ANY QUALIFIED GUARANTY TO COLLECT THE GUARANTEED AMOUNTS; OR (C)
AFTER ANY FORECLOSURE OF THE LIEN OF THE MORTGAGE OR ACCEPTANCE OF A DEED IN
LIEU OF FORECLOSURE, (I) ADOPT A POST-FORECLOSURE PLAN OR (II) APPOINT A
PROPERTY MANAGER FOR THE PROJECT OTHER THAN IN ACCORDANCE WITH SUCH APPROVED
POST-FORECLOSURE PLAN.
(3)
NOTWITHSTANDING ANYTHING IN SECTIONS 12.2(1) AND 12.2(2) TO
THE CONTRARY, ADMINISTRATIVE AGENT WILL NOT, WITHOUT THE CONSENT OF ALL OF THE
LENDERS (SUBJECT TO ANY STANDARD OF REASONABILITY AS MAY BE EXPRESSLY SET FORTH
IN THE LOAN DOCUMENTS), AGREE TO THE FOLLOWING: (A) REDUCE, OR FORGIVE ANY
PORTION OF, THE PRINCIPAL AMOUNT OF THE LOANS OR REDUCE THE INTEREST RATE
THEREON (OTHER THAN A REDUCTION OR WAIVER OF INTEREST ACCRUING AT THE DEFAULT
RATE, WHICH MAY BE REDUCED OR WAIVED BY THE REQUIRED LENDERS); (B) EXTEND ANY
STATED PAYMENT DATE FOR PRINCIPAL OF OR INTEREST ON THE LOANS PAYABLE TO SUCH
LENDER (EXCEPT FOR THE EXTENSIONS OF THE MATURITY DATE PROVIDED FOR IN SECTION
2.15); (C) RELEASE BORROWER, GUARANTOR OR ANY OTHER PARTY FROM LIABILITY UNDER
THE LOAN DOCUMENTS (EXCEPT FOR ANY RELEASE OF (I) BORROWER IN CONNECTION WITH A
TRANSFER OF THE PROJECT TO A SUCCESSOR BORROWER IN ACCORDANCE WITH SECTION
9.1(2), (II) ANY ASSIGNING LENDER PURSUANT TO SECTION 12.23 AND (III) ANY
RESIGNING ADMINISTRATIVE AGENT PURSUANT TO SECTION 14.6); (D) RELEASE OR
SUBORDINATE IN WHOLE OR IN PART ANY MATERIAL PORTION OF THE COLLATERAL GIVEN AS
SECURITY FOR THE LOANS (EXCEPT AS PROVIDED IN SECTIONS 9.1(4) AND 9.1(5)) (IT
BEING SPECIFICALLY ACKNOWLEDGED AND AGREED THAT THE EXCESS DEVELOPMENT RIGHTS DO
NOT CONSTITUTE COLLATERAL FOR THE LOANS); (E) MODIFY ANY OF THE PROVISIONS OF
THIS SECTION 12.2, THE DEFINITION OF "REQUIRED LENDERS" OR ANY OTHER PROVISION
IN THE LOAN DOCUMENTS SPECIFYING THE NUMBER OR PERCENTAGE OF LENDERS REQUIRED TO
WAIVE, AMEND OR MODIFY ANY RIGHTS THEREUNDER OR MAKE ANY DETERMINATION OR GRANT
ANY CONSENT THEREUNDER; (F) MODIFY THE TERMS OF ARTICLE 10; (G) CONSENT TO (I)
THE SALE, TRANSFER OR ENCUMBRANCE OF ANY PORTION OF THE PROJECT (OR