No Waiver of Defaults. This First Amendment does not constitute # a waiver of, or a consent to, # any provision of the Loan Agreement or any other Loan Document not expressly referred to in this First Amendment, or # any present or future violation of, or Default under, any provision of the Loan Documents, or # a waiver of Agent’s or any Lender’s right to insist upon future compliance with each term, covenant, condition and provision of the Loan Documents.

No Defaults. Other than payments due but not yet thirty (30) days or more delinquent or a Scratch and Dent Mortgage Loan, there is no default, breach, violation or event which would permit acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event which would permit acceleration, and neither ​ nor any of its affiliates nor any of their respective predecessors, have waived any default, breach, violation or event which would permit acceleration other than with respect to a Ginnie Mae Modified Loan in accordance with the Ginnie Mae guide and the Modification Agreement; and with respect to each Co-op Loan, there is no default in complying with the terms of the Mortgage Note, the Assignment of Proprietary Lease and the Proprietary Lease and all maintenance charges and assessments (including assessments payable in the future installments, which previously became due and owing) have been paid, and ​ has the right under the

No Defaults. The Material Contracts of ​ are valid and binding agreements of ​, as applicable, and are in full force and effect and are enforceable in accordance with their terms. Except as would not have a Material Adverse Effect, ​ is not in breach or default of any of its Material Contracts to which it is a party and, to the knowledge of ​, no other party to any of its Material Contracts is in breach or default thereof. Except as would not have a Material Adverse Effect, no event has occurred or circumstance has existed that (with or without notice or lapse of time) would # contravene, conflict with or result in a violation or breach of, or become a default or event of default under, any provision of any of its Material Contracts or # permit ​ or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any of its Material Contracts. ​ has not received any notice and has no knowledge of any pending or threatened cancellation, revocation or termination of any of its Material Contracts to which it is a party, and there are no renegotiations of, or attempts to renegotiate.

No Defaults. No event or circumstance has occurred or exists that constitutes a Default or Event of Default. No Borrower or its Domestic Subsidiaries is in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a default, under any Material Contract or in the payment of any Borrowed Money. There is no basis upon which any party (other than a Borrower or its Domestic Subsidiaries) could terminate a Material Contract prior to its scheduled termination date.

No Defaults. Landlord and Tenant each hereby agree that, to the best of its knowledge, there are, as of the date hereof, regardless of the giving of notice or the passage of time, or both, no defaults or breaches on the part of Landlord or Tenant under the Lease.

No Defaults. No Default or Event of Default has occurred and is continuing.

WAIVER OF DEFAULTS. Events of Default have occurred and are continuing as listed on [Schedule 1] attached hereto (the “Existing Defaults”). In reliance upon the representations and warranties of Borrower set forth in this BFMA, and upon the terms and subject to the conditions set forth in this BFMA, Bank hereby waives the Existing Defaults. This waiver shall be effective only in this specific instance and for the specific purpose for which it is given, and this waiver shall not entitle Borrower to any other or further waiver in any similar or other circumstances. Bank's waiver shall not be deemed a course of conduct or course of dealing.

No Material Defaults. Neither the Company nor any Subsidiary has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual Report on Form 10-K, indicating that it # has failed to pay any dividend or sinking fund installment on preferred stock or # has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect.

Waiver of Existing Defaults. Upon the terms and subject to the conditions set forth in this Amendment, Lender hereby waives the Existing Defaults. This waiver of the Existing Defaults shall be effective only in this specific instance and for the specific purpose for which it is given, and shall not entitle Borrowers to any other or further waiver in any similar or other circumstances.

#

No waiver by any Party of any one or more defaults in the performance of any provision of this Agreement shall operate or be construed as a waiver of any default or future defaults, whether of a like or different character.

Other Defaults. The breach by any Borrower or any Subsidiary Guarantor (other than a breach which constitutes a Default under another provision of this [Section 8.1]) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 30 days after the earlier of # the date on which any Authorized Officer has actual knowledge thereof and # the receipt of written notice from any Agent or the Required Lenders.

Other Defaults. Any ​ fails to perform or observe any other covenant or agreement (not specified in [[Section 8.01(a) or (b)])]])] above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after the earlier of written notice from the ​ or knowledge of a Responsible Officer; or

No Other Waiver. The execution of this Amendment and the acceptance of all other agreements and instruments related hereto shall not be deemed to be a waiver of any Default or Event of Default (other than the Existing Defaults), whether or not known to Lender and whether or not existing on the date of this Amendment.

Indemnification/No Waiver. The undersigned agrees to indemnify and hold harmless the Company and its officers, directors, managers, employees, affiliates or agents (collectively, the “Indemnified Parties”) from and against any and all claims, loss, damage, or liability (including costs of investigation, defense and attorneys’ fees) due to or arising out of their reliance upon the undersigned’s representations contained herein. If the undersigned later makes a claim against any of the Indemnified Parties that is inconsistent with its representations in this Subscription Agreement, then the undersigned will be in breach of this Subscription Agreement and will be liable for any damages the Indemnified Parties suffer as a result of such breach, including the cost of a successful defense of a lawsuit of the kind discussed herein. Notwithstanding any other representations, warranties, acknowledgments or agreements made herein by the undersigned, including the foregoing indemnification covenant, the undersigned does not thereby or in any other manner waive any rights granted to him, her or it under federal or state securities laws.

No Implied Waiver. Any failure by either party to enforce any of the terms and provisions of this Agreement shall not be considered a continuing waiver of that party's right thereafter to enforce such terms and provisions. No provision of this Agreement shall be deemed waived unless such waiver is in writing signed by both parties.

No Implied Waiver. No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that or any other right. Any waiver of any of the obligations in this Agreement must be in writing from a member of the ​ Operating Committee (or its equivalent). A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

No Implied Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Lease will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

No Waiver; Cumulative Remedies; Enforcement. No failure on the part of any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided in this Agreement are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with [Sections 7.02, 7.03 and 7.04]4]4] for the benefit of all ​; provided, however, that the foregoing shall not prohibit # the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, # any Lender from exercising setoff rights in accordance with [Section 7.05] (subject to the terms of [Section 2.12]), or # any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then # the Majority ​ shall have the rights otherwise ascribed to the Administrative Agent pursuant to [Sections 7.02, 7.03 and 7.04]4]4] and # in addition to the matters set forth in [clauses (b) and (c)])] of the preceding proviso and subject to [Section 2.12], any Lender may, with the consent of the Majority ​, enforce any rights and remedies available to it and as authorized by the Majority ​.

No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

No Oral Modification or Waiver. This Agreement may not be changed orally. No breach of any provision hereof can be waived by either party unless in writing. Waiver of any one breach by a party will not be deemed to be a waiver of any other breach of the same or any other provision hereof.