Common use of Administrative Agent Decisions Clause in Contracts

Administrative Agent Decisions. Notwithstanding anything to the contrary contained in this Agreement, but subject to the first sentence of this Section 17.22 and Section 17.22(c) hereof, any consent or approval required or permitted by this Agreement or in any Loan Document to be given by Lender with respect to (i) administrative functions with respect to the Loan, including all determinations relating to the distribution of funds, including without limitation, the distribution of funds to Borrower in the Reserve Accounts held by Lxxxxx (subject to compliance with the terms and conditions set forth in Article 8 hereof); (ii) all insurance matters including settlement of Casualty and Condemnation proceeds and determinations regarding restoration and release of proceeds pursuant to Section 7.4 hereof and any changes to insurance requirements that are not otherwise contemplated under this Agreement; (iii) confirmation (or determinations) of economic calculations under the Loan Documents (including the Debt Yield and Debt Service Coverage Ratio); (iv) consents and approvals arising under the Loan and Loan Documents not otherwise expressly requiring the consent of the Lender pursuant to Section 17.22(c) hereof; (v) property level consent and approvals (or deemed approvals) including approvals of easements, zoning matters, subordination non-disturbance agreements and reciprocal easement agreements, PILOT Property matters, property managers and property management agreements (provided that property manager approvals shall be subject to the provisions of Section 4.15 of this Agreement), (vi) budget approvals for any life safety or health matters during the continuance of an Event of Default, (vii) waiver of any non-monetary Event of Default under the Loan, (viii) waiver or grant of any extensions with respect to any reporting requirements or Immediate Repairs, (ix) confirmation of the satisfaction of the conditions to the release of a Release Property and transfers pursuant to Section 4.26(b) hereof, (x) approvals of the Approved Annual Budget during the continuance of a Trigger Period (provided that so long as no Event of Default has occurred and is continuing, no approvals shall be required for non-budgeted expenditures relating to life safety or health matters), (xi) review and confirmation of a Person’s satisfaction of the requirements set forth herein for a Replacement Guarantor or Qualified Equityholder (but the “know your customer” requirements of each Lender must be satisfied), (xii) Major Leases, if required, pursuant to Section 4.14 hereof), (xiii) Alterations in excess of the Alteration Threshold for which Lender approval is required under Section 4.21 (other than Approved Alterations); (xiv) the termination or replacement of Manager other than with a Qualified Manager, (xv) consent to or waiver of any non-monetary encumbrance of any Individual Property which is not permitted pursuant to the terms and conditions of the Loan Documents, (xvi) consents related to Major Leases to the extent such consent is required hereunder, and (xvii) any other consents and approvals not expressly requiring unanimous Lender approval under Section 17.22(c) (collectively, the “Administrative Agent Decisions”) may be given or may be waived with the written consent of Administrative Agent only and without the consultation, consent or approval of any of the other Lenders. At any time that Administrative Agent’s approval is required under this Section 17.22(a), provided no Event of Default is continuing, Administrative Agent’s approval shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto; provided, however, with respect to any matter not related to Alterations, leasing, budget approvals, the Manager or the Management Agreement, in addition to the notices set forth in the definition of “Deemed Approval Requirements”, Borrower shall be required to submit a third notice (after the Second Notice) which gives the Lender an additional five (5) Business Days after the receipt of the third notice to respond and, if no response has been received within such additional five (5) Business Day period, such approval shall be deemed to have been granted by Lxxxxx.

Administrative Agent Decisions. Notwithstanding anything to the contrary contained in this Agreement, but subject to the first sentence of this Section 17.22 10.30 and Section 17.22(c10.30(c) hereof, any consent or approval required or permitted by this Agreement or in any Loan Document to be given by Lender with respect to (i) administrative functions with respect to the Loan, including all determinations relating to the distribution of funds, including including, without limitation, the distribution of funds to Borrower in from the Reserve Accounts held by Lxxxxx Xxxxxx (subject to compliance with the terms and conditions set forth in Article 8 VII hereof); (ii) all insurance matters including settlement of Casualty and Condemnation proceeds and determinations regarding restoration and release of proceeds pursuant to Section 7.4 6.4 hereof and any changes to insurance requirements that are not otherwise contemplated under this Agreementthe Loan Documents; (iii) confirmation (or determinations) of economic calculations under the Loan Documents (including the Debt Yield and Debt Service Coverage Ratio); (iv) consents and approvals arising under the Loan and Loan Documents not otherwise expressly requiring the consent of the Lender pursuant to Section 17.22(c) hereofAdditional Administrative Agent Decisions; (v) property level consent and approvals (or deemed approvals) including approvals of easements, zoning matters, subordination non-disturbance agreements and reciprocal easement agreements, PILOT Property ground lease matters (other than matters which are governed by Section 10.30(c)(xiv) below), condominium matters, property managers and property management agreements (provided that property manager approvals shall be subject to the provisions of Section 4.15 of this Agreementincluding Replacement Management Subordinations), ; (vi) budget approvals for any life safety or health matters during the continuance of an Event of Default, ; (vii) waiver of any non-monetary Event of Default under the Loan, (viii) waiver consent and approvals (or grant of any extensions deemed approvals) under Section 5.1.23 or with respect to any reporting requirements PILOT Documents or Immediate Repairs, any Permitted PILOT Arrangement; (ix) review and confirmation of the satisfaction of the conditions to the release of a any Release Property and transfers pursuant to Section 4.26(b) hereof, Parcel/Rights or any Immaterial Transfer/Release; (x) review and confirmation of any Replacement Guarantor pursuant to clause (3) of the definition thereof and review and confirmation of a Person’s satisfaction of the requirements set forth herein for a Replacement Guarantor or Qualified Public Company and review and confirmation of the qualifications of a Qualified Transferee that is not a Qualified Public Company (but, subject to Section 5.2.10(d)(i)(F), Section 5.2.10(d)(ii)(C) and Section 5.2.10(e)(x), the “know your customer” requirements of each Lender must be satisfied); (xi) the waiver or granting of any extensions with respect to deadlines set forth in the Loan Documents regarding financial reporting or Required Repairs; (xii) approvals of the Approved Annual Budget Extraordinary Expenses or other budget approvals during the continuance of a Trigger Cash Sweep Period (provided that so long as no Event of Default has occurred and is continuing, no approvals shall be required for non-budgeted expenditures relating to life safety or health matters), (xi) review and confirmation of a Person’s satisfaction of the requirements set forth herein for a Replacement Guarantor or Qualified Equityholder (but the “know your customer” requirements of each Lender must be satisfied), (xii) Major Leases, if required, pursuant to Section 4.14 hereof), ; (xiii) Alterations in excess of the Alteration Threshold other than Approved Alterations, for which Lender Xxxxxx’s approval is required under Section 4.21 (other than Approved Alterations5.1.21(a); (xiv) termination of the termination Management Agreement or replacement of Manager other than with a any Person pursuant to clause (c)(II) of the definition of Qualified Manager, ; (xv) consent to or waiver of any non-monetary encumbrance of any Individual Property which is not permitted pursuant to the terms and conditions of the Loan Documents, ; and (xvi) consents leasing matters related to Major Leases to the extent such consent for which Administrative Agent’s or Lender’s approval is required hereunder, pursuant to Section 5.1.20 hereof and (xvii) any other consents and approvals not expressly requiring unanimous Lender of the Approved Annual Budget during the continuance of a Cash Sweep Period, for which Lender’s approval is required under Section 17.22(c5.1.11(b) hereof (collectively, the “Administrative Agent Decisions”) may be given or may be waived with the written consent of Administrative Agent only and without the consultation, consent or approval of any of the other LendersLenders or any Mezzanine Lender. At any time that Administrative Agent’s approval is required under this Section 17.22(a10.30(a), provided no Event of Default is continuing, Administrative Agent’s approval shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto; provided, however, with respect to any matter not related to Alterations, leasing, budget approvals, the Manager . Any consent or approval required or permitted by this Agreement or the Management Agreementother Loan Documents that is not (A) an Administrative Agent Decision pursuant to this Section 10.30(a) or (B) a Unanimous Decision pursuant to Section 10.30(c) (each such consent or approval, in addition to an “Additional Administrative Agent Decision”) may be given or waived with the notices set forth in the definition of “Deemed Approval Requirements”, Borrower shall be required to submit a third notice (after the Second Notice) which gives the Lender an additional five (5) Business Days after the receipt written consent of the third notice to respond andAdministrative Agent, if no response has been received within such additional five (5) Business Day periodonly and without consultation, such consent or approval shall be deemed to have been granted by Lxxxxxof any other Lenders or any Mezzanine Lender.

Administrative Agent Decisions. Notwithstanding anything to the contrary contained in this Agreement, but subject to the first sentence terms of this Section 17.22 and Section 17.22(c) hereof10.24, any consent or approval required or permitted by this Agreement or in any Loan Document to be given by Lender with respect to (i) administrative functions with respect to the Loan, including all determinations relating to the distribution of funds, including without limitation, the distribution of funds to Borrower in the Reserve Accounts held by Lxxxxx Lender (subject to compliance with the terms and conditions set forth in Article 8 VII hereof); (ii) all insurance matters matters, including settlement of Casualty and Condemnation proceeds and determinations regarding restoration and release of proceeds Net Proceeds pursuant to Section 7.4 hereof and any changes to insurance requirements that are not otherwise contemplated under this Agreement6.4 hereof; (iii) confirmation (or determinations) of economic calculations under the Loan Documents (including the Debt Yield and Aggregate LTV Ratio, Debt Service Coverage Ratio and Loan to Value Ratio); (iv) consents and approvals arising under the Loan and Loan Documents not otherwise expressly requiring the consent of the Lender pursuant to Section 17.22(c) hereofLender; (v) property level consent and approvals (or deemed approvals) including approvals of easements, zoning matters, subordination non-disturbance agreements and reciprocal easement agreements, PILOT Property matters, property managers and property management agreements (provided that property manager approvals shall be subject to the provisions of Section 4.15 of this Agreement), REAs; (vi) budget approvals for any life safety or health matters during the continuance of a Cash Trap Period or an Event of Default, (vii) waiver of any non-monetary Event of Default under the Loan, (viii) waiver or grant of any extensions with respect to any reporting requirements or Immediate Repairs, (ix) confirmation of the satisfaction of the conditions to the release of a Release Property and transfers Material Leases pursuant to Section 4.26(b) 5.1.18 hereof, ; (xviii) approvals of the Approved Annual Budget during the continuance of a Trigger Cash Trap Period (provided that so long as no or Event of Default has occurred Default, (ix) alterations (excluding, for the avoidance of doubt, any Replacements, PIP Work, Brand Mandated Work or Approved Alterations) if the aggregate amount required to complete such alterations exceeds the Threshold Amount; (x) changes to insurance requirements that are not otherwise contemplated pursuant to the terms and is continuing, no approvals shall be required for non-budgeted expenditures relating to life safety or health matters)conditions hereof, (xi) approvals pursuant to Section 5.1.20, Section 5.2.1 and Section 5.3 hereof, (xii) review and confirmation of a Person’s satisfaction of the requirements set forth herein for a Replacement Guarantor Guarantor, Substitute Guarantor, Public Vehicle or Qualified Equityholder Transferee (but but, in each case, the “know your customer” requirements of each Lender must be satisfied), (xii) Major Leases, if required, pursuant to Section 4.14 hereof), (xiii) Alterations in excess of the Alteration Threshold for which Lender approval is required under Section 4.21 (other than Approved Alterations); (xiv) the termination or replacement of Manager other than with a Qualified Manager, (xv) consent to or waiver of any non-monetary encumbrance of any Individual Property which is not permitted pursuant to the terms and conditions of the Loan Documents, (xvi) consents related to Major Leases to the extent such consent is required hereunder, Documents and (xviixiv) waiver of any other consents and approvals not expressly requiring unanimous Lender approval non-monetary Event of Default under Section 17.22(c) the Loan (collectively, the “Administrative Agent Decisions”) may may, at all times when the Loan is held by more than one Lender, be given or may be waived with the written consent of Administrative Agent only and without the consultation, consent or approval of any of the other Lenders. At any time that Administrative Agent’s approval consent is required under this Section 17.22(a)hereunder for an Administrative Agent Decision, provided no Event of Default is continuing, Administrative Agent’s approval consent shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto; provided, however, with respect to any matter not related to Alterations, leasing, budget approvals, the Manager or the Management Agreement, in addition to the notices set forth in the definition of “Deemed Approval Requirements”, Borrower shall be required to submit a third notice (after the Second Notice) which gives the Lender an additional five (5) Business Days after the receipt of the third notice to respond and, if no response has been received within such additional five (5) Business Day period, such approval shall be deemed to have been granted by Lxxxxx.

Administrative Agent Decisions. Notwithstanding anything to the contrary contained in this Agreement, but subject to the first sentence of this Section 17.22 and Section 17.22(c) hereof, any consent or approval required or permitted by this Agreement or in any Loan Document to be given by Lender with respect to (i) administrative functions with respect to the Loan, including all determinations relating to the distribution of funds, including without limitation, the distribution of funds to Borrower in the Reserve Accounts held by Lxxxxx Xxxxxx (subject to compliance with the terms and conditions set forth in Article 8 hereof); (ii) all insurance matters including settlement of Casualty and Condemnation proceeds and determinations regarding restoration and release of proceeds pursuant to Section 7.4 hereof and any changes to insurance requirements that are not otherwise contemplated under this Agreement; (iii) confirmation (or determinations) of economic calculations under the Loan Documents (including the Debt Yield and Debt Service Coverage RatioYield); (iv) consents and approvals arising under the Loan and Loan Documents not otherwise expressly requiring the consent of the Lender pursuant to Section 17.22(c) hereof; (v) property level consent and approvals (or deemed approvals) including approvals of easements, zoning matters, subordination non-disturbance agreements and reciprocal easement agreements, PILOT Property matters, property managers and property management agreements (provided that property manager approvals shall be subject to the provisions of Section 4.15 of this Agreement), (vi) budget approvals for any life safety or health matters during the continuance of an Event of Default, (vii) waiver of any non-monetary Event of Default under the Loan, (viii) waiver or grant of any extensions with respect to any reporting requirements or Immediate Repairs, (ix) confirmation of the satisfaction of the conditions to the release of a Release Property and transfers pursuant to Section 4.26(b) hereofProperty, (x) approvals of the Approved Annual Budget during the continuance of a Trigger Period (provided that so long as no Event of Default has occurred and is continuing, no approvals shall be required for non-budgeted expenditures relating to life safety or health matters), (xi) review and confirmation of a Person’s satisfaction of the requirements set forth herein for a Replacement Guarantor or Qualified Equityholder (but the “know your customer” requirements of each Lender must be satisfied), (xii) Major Leases, if required, pursuant to Section 4.14 hereof), (xiii) Alterations in excess of the Alteration Threshold for which Lender approval is required under Section 4.21 (other than Approved Alterations); (xiv) the termination or replacement of Manager other than with a Qualified Manager, (xv) consent to or waiver of any non-monetary encumbrance of the Collateral or any Individual Property which is not permitted pursuant to the terms and conditions of the Loan Documents, (xvi) consents related to Major Leases to the extent such consent is required hereunder, and (xvii) any other consents and approvals not expressly requiring unanimous Lender approval under Section 17.22(c) (collectively, the “Administrative Agent Decisions”) may be given or may be waived with the written consent of Administrative Agent only and without the consultation, consent or approval of any of the other Lenders. At any time that Administrative Agent’s approval is required under this Section 17.22(a), provided no Event of Default is continuing, Administrative Agent’s approval shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto; provided, however, with respect to any matter not related to Alterations, leasing, budget approvals, the Manager or the Management Agreement, in addition to the notices set forth in the definition of “Deemed Approval Requirements”, Borrower shall be required to submit a third notice (after the Second Notice) which gives the Lender an additional five (5) Business Days after the receipt of the third notice to respond and, if no response has been received within such additional five (5) Business Day period, such approval shall be deemed to have been granted by LxxxxxXxxxxx.

Administrative Agent Decisions. Notwithstanding anything to the contrary contained in this Agreement, but subject to the first sentence of this Section 17.22 10.30 and Section 17.22(c10.30(c) hereof, any consent or approval required or permitted by this Agreement or in any Loan Document to be given by Lender with respect to (i) administrative functions with respect to the Loan, including all determinations relating to the distribution of funds, including including, without limitation, the distribution of funds to Borrower in from the Reserve Accounts held by Lxxxxx Xxxxxx (subject to compliance with the terms and conditions set forth in Article 8 VII hereof); (ii) all insurance matters including settlement of Casualty and Condemnation proceeds and determinations regarding restoration and release of proceeds pursuant to Section 7.4 6.4 hereof and any changes to insurance requirements that are not otherwise contemplated under this Agreementthe Loan Documents; (iii) confirmation (or determinations) of economic calculations under the Loan Documents (including the Debt Yield and Debt Service Coverage Ratio); (iv) consents and approvals arising under the Loan and Loan Documents not otherwise expressly requiring the consent of the Lender pursuant to Section 17.22(c) hereofAdditional Administrative Agent Decisions; (v) property level consent and approvals (or deemed approvals) including approvals of easements, zoning matters, subordination non-disturbance agreements and reciprocal easement agreements, PILOT Property condominium matters, property managers and property management agreements (provided that property manager approvals shall be subject to the provisions of Section 4.15 of this Agreementincluding Replacement Management Subordinations), ; (vi) budget approvals for any life safety or health matters during the continuance of an Event of Default, ; (vii) waiver of any non-monetary Event of Default under the Loan, (viii) waiver consent and approvals (or grant of any extensions deemed approvals) under Section 5.1.23 or with respect to any reporting requirements PILOT Documents or Immediate Repairs, any Permitted PILOT Arrangement; (ix) review and confirmation of the satisfaction of the conditions to the release of a any Release Property and transfers pursuant to Section 4.26(b) hereof, Parcel/Rights or any Immaterial Transfer/Release; (x) review and confirmation of any Replacement Guarantor pursuant to clause (3) of the definition thereof and review and confirmation of a Person’s satisfaction of the requirements set forth herein for a Replacement Guarantor or Qualified Public Company and review and confirmation of the qualifications of a Qualified Transferee that is not a Qualified Public Company (but, subject to Section 5.2.10(d)(i)(F), Section 5.2.10(d)(ii)(C) and Section 5.2.10(e)(x), the “know your customer” requirements of each Lender must be satisfied); (xi) the waiver or granting of any extensions with respect to deadlines set forth in the Loan Documents regarding financial reporting or Required Repairs; (xii) approvals of the Approved Annual Budget Extraordinary Expenses or other budget approvals during the continuance of a Trigger Cash Sweep Period (provided that so long as no Event of Default has occurred and is continuing, no approvals shall be required for non-budgeted expenditures relating to life safety or health matters), (xi) review and confirmation of a Person’s satisfaction of the requirements set forth herein for a Replacement Guarantor or Qualified Equityholder (but the “know your customer” requirements of each Lender must be satisfied), (xii) Major Leases, if required, pursuant to Section 4.14 hereof), ; (xiii) Alterations in excess of the Alteration Threshold other than Approved Alterations, for which Lender Xxxxxx’s approval is required under Section 4.21 (other than Approved Alterations5.1.21(a); (xiv) termination of the termination Management Agreement or replacement of Manager other than with a any Person pursuant to clause (c)(II) of the definition of Qualified Manager, ; (xv) consent to or waiver of any non-monetary encumbrance of any Individual Property which is not permitted pursuant to the terms and conditions of the Loan Documents, ; (xvi) consents leasing matters related to Major Leases to the extent such consent for which Administrative Agent’s or Lender’s approval is required hereunder, pursuant to Section 5.1.20 hereof and (xvii) any other consents and approvals not expressly requiring unanimous Lender of the Approved Annual Budget during the continuance of a Cash Sweep Period, for which Lender’s approval is required under Section 17.22(c5.1.11(b) hereof (collectively, the “Administrative Agent Decisions”) may be given or may be waived with the written consent of Administrative Agent only and without the consultation, consent or approval of any of the other LendersLenders or any Mezzanine Lender. At any time that Administrative Agent’s approval is required under this Section 17.22(a10.30(a), provided no Event of Default is continuing, Administrative Agent’s approval shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto; provided, however, with respect to any matter not related to Alterations, leasing, budget approvals, the Manager . Any consent or approval required or permitted by this Agreement or the Management Agreementother Loan Documents that is not (A) an Administrative Agent Decision pursuant to this Section 10.30(a) or (B) a Unanimous Decision pursuant to Section 10.30(c) (each such consent or approval, in addition to an “Additional Administrative Agent Decision”) may be given or waived with the notices set forth in the definition of “Deemed Approval Requirements”, Borrower shall be required to submit a third notice (after the Second Notice) which gives the Lender an additional five (5) Business Days after the receipt written consent of the third notice to respond andAdministrative Agent, if no response has been received within such additional five (5) Business Day periodonly and without consultation, such consent or approval shall be deemed to have been granted by Lxxxxxof any other Lenders or any Mezzanine Lender.

Administrative Agent Decisions. Notwithstanding anything to the contrary contained in this Agreement, but subject to the first sentence of this Section 17.22 and Section 17.22(c) hereof, any consent or approval required or permitted by this Agreement or in any Loan Document to be given by Lender with respect to (i) administrative functions with respect to the Loan, including all determinations relating to the distribution of funds, including without limitation, the distribution of funds to Borrower in the Reserve Accounts held by Lxxxxx Xxxxxx (subject to compliance with the terms and conditions set forth in Article 8 hereof); (ii) all insurance matters including settlement of Casualty and Condemnation proceeds and determinations regarding restoration and release of proceeds pursuant to Section 7.4 hereof and any changes to insurance requirements that are not otherwise contemplated under this Agreement; (iii) confirmation (or determinations) of economic calculations under the Loan Documents (including the Debt Yield and Debt Service Coverage RatioYield); (iv) consents and approvals arising under the Loan and Loan Documents not otherwise expressly requiring the consent of the Lender pursuant to Section 17.22(c) hereof; (v) property level consent and approvals (or deemed approvals) including approvals of easements, zoning matters, subordination non-disturbance agreements and reciprocal easement agreements, PILOT Property matters, property managers and property management agreements (provided that property manager approvals shall be subject to the provisions of Section 4.15 of this Agreement), (vi) budget approvals for any life safety or health matters during the continuance of an Event of Default, (vii) waiver of any non-monetary Event of Default under the Loan, (viii) waiver or grant of any extensions with respect to any reporting requirements or Immediate Repairs, (ix) confirmation of the satisfaction of the conditions to the release of a Release Property and transfers pursuant to Section 4.26(b) hereofProperty, (x) approvals of the Approved Annual Budget during the continuance of a Trigger Period (provided that so long as no Event of Default has occurred and is continuing, no approvals shall be required for non-budgeted expenditures relating to life safety or health matters), (xi) review and confirmation of a Person’s satisfaction of the requirements set forth herein for a Replacement Guarantor or Qualified Equityholder (but the “know your customer” requirements of each Lender must be satisfied), (xii) Major Leases, if required, pursuant to Section 4.14 hereof), (xiii) Alterations in excess of the Alteration Threshold for which Lender approval is required under Section 4.21 (other than Approved Alterations); (xiv) the termination or replacement of Manager other than with a Qualified Manager, (xv) consent to or waiver of any non-monetary encumbrance of the Collateral, the Mezzanine A Collateral or any Individual Property which is not permitted pursuant to the terms and conditions of the Loan Documents, (xvi) consents related to Major Leases to the extent such consent is required hereunder, and (xvii) any other consents and approvals not expressly requiring unanimous Lender approval under Section 17.22(c) (collectively, the “Administrative Agent Decisions”) may be given or may be waived with the written consent of Administrative Agent only and without the consultation, consent or approval of any of the other Lenders. At any time that Administrative Agent’s approval is required under this Section 17.22(a), provided no Event of Default is continuing, Administrative Agent’s approval shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto; provided, however, with respect to any matter not related to Alterations, leasing, budget approvals, the Manager or the Management Agreement, in addition to the notices set forth in the definition of “Deemed Approval Requirements”, Borrower shall be required to submit a third notice (after the Second Notice) which gives the Lender an additional five (5) Business Days after the receipt of the third notice to respond and, if no response has been received within such additional five (5) Business Day period, such approval shall be deemed to have been granted by LxxxxxXxxxxx.

Administrative Agent Decisions. Notwithstanding anything to the contrary contained in this Agreement, but subject to the first sentence of this Section 17.22 and Section 17.22(c18.11(c) hereof, any consent or approval required or permitted by this Agreement or in any Loan Document to be given by Lender with respect to (i) administrative functions with respect to the Loan, including all determinations relating to the distribution of funds, including without limitation, the distribution of funds to Borrower in the Reserve Accounts held by Lxxxxx Lender (subject to compliance with the terms and conditions set forth in Article 8 hereof); (ii) all insurance matters including settlement of Casualty and Condemnation proceeds and determinations regarding restoration and release of proceeds pursuant to Section 7.4 hereof and any changes to insurance requirements that are not otherwise contemplated under this Agreement; (iii) confirmation (or determinations) of economic calculations under the Loan Documents (including the Debt Yield and Debt Service Coverage RatioYield); (iv) consents and approvals arising under the Loan and Loan Documents not otherwise expressly requiring the consent of the Lender pursuant to Section 17.22(c18.11(c) hereof; (v) property level consent and approvals (or deemed approvals) including approvals of easements, zoning matters, subordination non-disturbance agreements and reciprocal easement agreements, PILOT Property matters, property managers and property management agreements (provided that property manager approvals shall be subject to the provisions of Section 4.15 of this Agreement), (vi) budget approvals for any life safety or health matters during the continuance of an Event of Default, (vii) waiver of any non-monetary Event of Default under the Loan, (viii) waiver or grant of any extensions with respect to any reporting requirements or Immediate Repairs, (ix) confirmation of the satisfaction of the conditions to the release of a Release Property and transfers pursuant to Section 4.26(b) hereofProperty, (x) approvals of the Approved Annual Budget during the continuance of a Trigger Period (provided that so long as no Event of Default has occurred and is continuing, no approvals shall be required for non-budgeted expenditures relating to life safety or health matters), (xi) review and confirmation of a Person’s satisfaction of the requirements set forth herein for a Replacement Guarantor Hawaii Loan Bifurcation or Qualified Equityholder (but the “know your customer” requirements of each Lender must be satisfied)Hawaii Special Purpose Entity Transfer, (xii) Major Leases, if required, pursuant to Section 4.14 hereof), 4.14; (xiii) Alterations in excess of the Alteration Threshold for which Lender approval is required under Section 4.21 (other than Approved Alterations); (xiv) the termination or replacement of Manager other than with a Qualified Manager, (xv) consent to or waiver of any non-monetary encumbrance of any Individual Property which is not permitted pursuant to the terms and conditions of the Loan Documents, Documents and (xvi) consents related to Major Leases to the extent such consent is required hereunder, and (xvii) any other consents and approvals not expressly requiring unanimous Lender approval under Section 17.22(c) hereunder (collectively, the “Administrative Agent Decisions”) may be given or may be waived with the written consent of Administrative Agent only and without the consultation, consent or approval of any of the other Lenders. At any time that Administrative Agent’s approval is required under this Section 17.22(a18.11(a), provided no Event of Default is continuing, Administrative Agent’s approval shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto; provided, however, with respect to any matter not related to Alterations, leasing, budget approvals, the Manager or the Management Agreement, in addition to the notices set forth in the definition of “Deemed Approval Requirements”, Borrower shall be required to submit a third notice (after the Second Notice) which gives the Lender an additional five (5) Business Days after the receipt of the third notice to respond and, if no response has been received within such additional five (5) Business Day period, such approval shall be deemed to have been granted by Lxxxxx. Any other consents and approvals not set forth in this Section 18.11(a) and not expressly requiring unanimous Lender approval under Section 18.11(c) may be given or may be waived by Administrative Agent with the approval of Requisite Lenders.

Administrative Agent Decisions. Notwithstanding anything to the contrary contained in this Agreement, but subject to the first sentence of this Section 17.22 10.24 and Section 17.22(c10.24(b) hereof, any consent or approval required or permitted by this Agreement or in any Loan Document to be given by Lender with respect to (i) administrative functions with respect to the Loan, including all determinations relating to the distribution of funds, including without limitation, the distribution of funds to Borrower in the Reserve Accounts held by Lxxxxx Lender (subject to compliance with the terms and conditions set forth in Article 8 VII hereof); (ii) all insurance matters matters, including settlement of Casualty and Condemnation proceeds and determinations regarding restoration and release of proceeds Net Proceeds pursuant to Section 7.4 hereof and any changes to insurance requirements that are not otherwise contemplated under this Agreement6.4 hereof; (iii) confirmation (or determinations) of economic calculations under the Loan Documents (including the Debt Yield (Mortgage Only) and Debt Yield (Aggregate) and Debt Service Coverage Ratio); (iv) non-material consents and approvals arising under the Loan and Loan Documents not otherwise addressed in this Section 10.24(a) and otherwise not expressly requiring the unanimous consent of the Lender pursuant to Lenders as set forth in Section 17.22(c) hereof10.24(b); (v) property level consent and approvals (or deemed approvals) including approvals of easements, zoning matters, subordination non-disturbance agreements and reciprocal easement agreements, PILOT Property matters, property managers and property management agreements (provided that property manager approvals shall be subject to the provisions of Section 4.15 of this Agreement), REAs; (vi) budget approvals for any life life-safety or health matters during the continuance of an Event of Default, (vii) waiver of any non-monetary Event of Default under the Loan, (viii) waiver or grant of any extensions with respect to any reporting requirements or Immediate Repairs, (ix) confirmation of the satisfaction of the conditions to the release of a Release Property and transfers Material Leases pursuant to Section 4.26(b) 5.1.21 hereof, ; (xviii) approvals of the Approved Annual Budget during the continuance of a Trigger Cash Trap Period (provided that so long as no or Event of Default has occurred Default, (ix) Alterations other than Approved Alterations; (x) changes to insurance requirements that are not otherwise contemplated pursuant to the terms and is continuing, no approvals shall be required for non-budgeted expenditures relating to life safety or health matters)conditions hereof, (xi) approvals pursuant to Section 5.1.23 and Section 5.2.1 hereof, (xii) review and confirmation of a Person’s satisfaction of the requirements set forth herein for a Replacement Guarantor or Public Vehicle, and review and confirmation of the qualifications of a Qualified Equityholder Transferee that is not a Public Vehicle (but but, in each case, the “know your customer” requirements of each Lender must be satisfied), (xii) Major Leases, if required, pursuant to Section 4.14 hereof), (xiii) Alterations in excess of the Alteration Threshold for which Lender approval is required under Section 4.21 (other than Approved Alterations); (xiv) the termination or replacement of Manager other than with a Qualified Manager, (xv) consent to or waiver of any non-monetary encumbrance of any Individual Property which is not permitted pursuant to the terms and conditions of the Loan Documents, (xvi) consents related to Major Leases to the extent such consent is required hereunder, and (xviixiv) waiver of any other consents and approvals not expressly requiring unanimous Lender approval non-monetary Event of Default under Section 17.22(c) the Loan (collectively, the “Administrative Agent Decisions”) may be given or may be waived with the written consent of Administrative Agent only and without the consultation, consent or approval of any of the other Lenders. At any time that Administrative Agent’s approval consent is required under this Section 17.22(a)hereunder for an Administrative Agent Decision, provided no Event of Default is continuing, Administrative Agent’s approval consent shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto; provided, however, with respect to any matter not related to Alterations, leasing, budget approvals, the Manager or the Management Agreement, in addition to the notices set forth in the definition of “Deemed Approval Requirements”, Borrower shall be required to submit a third notice (after the Second Notice) which gives the Lender an additional five (5) Business Days after the receipt of the third notice to respond and, if no response has been received within such additional five (5) Business Day period, such approval shall be deemed to have been granted by Lxxxxx.

Administrative Agent Decisions. Notwithstanding anything to the contrary contained in this Agreement, but subject to the first sentence of this Section 17.22 and Section 17.22(c) hereof, any consent or approval required or permitted by this Agreement or in any Loan Document to be given by Lender with respect to (i) administrative functions with respect to the Loan, including all determinations relating to the distribution of funds, including without limitation, the distribution of funds to Borrower in the Reserve Accounts held by Lxxxxx Xxxxxx (subject to compliance with the terms and conditions set forth in Article 8 hereof); (ii) all insurance matters including settlement of Casualty and Condemnation proceeds and determinations regarding restoration and release of proceeds pursuant to Section 7.4 hereof and any changes to insurance requirements that are not otherwise contemplated under this Agreement; (iii) confirmation (or determinations) of economic calculations under the Loan Documents (including the Debt Yield and Debt Service Coverage RatioYield); (iv) consents and approvals arising under the Loan and Loan Documents not otherwise expressly requiring the consent of the Lender pursuant to Section 17.22(c) hereof; (v) property level consent and approvals (or deemed approvals) including approvals of easements, zoning matters, subordination non-disturbance agreements and reciprocal easement agreements, PILOT Property matters, property managers and property management agreements (provided that property manager approvals shall be subject to the provisions of Section 4.15 of this Agreement), (vi) budget approvals for any life safety or health matters during the continuance of an Event of Default, (vii) waiver of any non-monetary Event of Default under the Loan, (viii) waiver or grant of any extensions with respect to any reporting requirements or Immediate Repairs, (ix) confirmation of the satisfaction of the conditions to the release of a Release Property and transfers pursuant to Section 4.26(b) hereofProperty, (x) approvals of the Approved Annual Budget during the continuance of a Trigger Period (provided that so long as no Event of Default has occurred and is continuing, no approvals shall be required for non-budgeted expenditures relating to life safety or health matters), (xi) review and confirmation of a Person’s satisfaction of the requirements set forth herein for a Replacement Guarantor or Qualified Equityholder (but the “know your customer” requirements of each Lender must be satisfied), (xii) Major Leases, if required, pursuant to Section 4.14 hereof), (xiii) Alterations in excess of the Alteration Threshold for which Lender approval is required under Section 4.21 (other than Approved Alterations); (xiv) the termination or replacement of Manager other than with a Qualified Manager, (xv) consent to or waiver of any non-monetary encumbrance of any Individual Property which is not permitted pursuant to the terms and conditions of the Loan Documents, (xvi) consents related to Major Leases to the extent such consent is required hereunder, and (xvii) any other consents and approvals not expressly requiring unanimous Lender approval under Section 17.22(c) (collectively, the “Administrative Agent Decisions”) may be given or may be waived with the written consent of Administrative Agent only and without the consultation, consent or approval of any of the other Lenders. At any time that Administrative Agent’s approval is required under this Section 17.22(a), provided no Event of Default is continuing, Administrative Agent’s approval shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto; provided, however, with respect to any matter not related to Alterations, leasing, budget approvals, the Manager or the Management Agreement, in addition to the notices set forth in the definition of “Deemed Approval Requirements”, Borrower shall be required to submit a third notice (after the Second Notice) which gives the Lender an additional five (5) Business Days after the receipt of the third notice to respond and, if no response has been received within such additional five (5) Business Day period, such approval shall be deemed to have been granted by LxxxxxXxxxxx.