Common use of Annual Budget; Operating Agreement Annual Budgets Clause in Contracts

Annual Budget; Operating Agreement Annual Budgets. (a) Mezzanine Borrower shall cause Mortgage Borrower, or shall cause Mortgage Borrower to cause Master Lessee to deliver to Mezzanine Lender the Annual Budget for Mezzanine Lender’s review, but not approval, prior to the expiration of each Fiscal Year. Any proposed modifications to such Annual Budget shall be delivered to Mezzanine Lender for its review, but not approval. Notwithstanding the foregoing, while an 80% Trigger Approval Period shall exist, Mezzanine Lender shall have the right to approve all aspects of the Annual Budget relating to expenditures for FF&E, which approval shall not be unreasonably withheld, delayed or conditioned. (b) Mezzanine Borrower shall cause Mortgage Borrower, or shall cause Mortgage Borrower to cause Master Lessee to deliver to Mezzanine Lender the annual budget and any modifications thereto under any Operating Agreement for Mezzanine Lender’s review, but not approval, prior to Mortgage Borrower’s or Master Lessee’s approval of any such annual budget or modification. Notwithstanding the foregoing, upon the occurrence and during the continuation of an Event of Default and if there is a Master Lease Tenant Default, Mezzanine Lender shall have the right to exercise any right of approval that Mezzanine Borrower, on behalf of Mortgage Borrower, may have to approve the annual budgets and any amendments thereto under any Operating Agreements subject to any constraints in the Operating Agreement in question, in its sole and absolute discretion.

Annual Budget; Operating Agreement Annual Budgets. (a) Mezzanine Borrower shall, or shall cause Mortgage First Mezzanine Borrower, or shall cause Mortgage First Mezzanine Borrower to cause Mortgage Borrower to, or cause Master Lessee to or Asset Manager to, deliver to Mezzanine Lender the Annual Budget not more than ninety (90) days after the end of each Fiscal Year for Mezzanine Lender’s review, review but not approval; provided, prior that, upon the occurrence and during the continuation of an Event of Default, the Annual Budget (other than the Master Lease Annual Budget) shall be subject to the expiration review and approval of each Fiscal Year. Any proposed modifications Lender, not to such Annual Budget shall be delivered unreasonably withheld, conditioned or delayed, to Mezzanine the same extent as Mortgage Lender for its reviewas provided in Section 11.2.7(a) of the Mortgage Loan Agreement, but not approval. Notwithstanding the foregoing, while an 80% Trigger Approval Period shall exist, Mezzanine and Lender shall have the same right to exercise any right of approval that Mortgage Borrower may have to approve all aspects of the Master Lease Annual Budget relating under the Master Lease, subject to expenditures for FF&Eany constraints in the Master Lease, which approval shall not be unreasonably withheld, delayed or conditioned. (b) Mezzanine in its sole and absolute discretion. Borrower shall cause Mortgage Borrowershall, or shall cause First Mezzanine Lender, or shall cause First Mezzanine Lender to cause Mortgage Borrower to to, or cause Master Lessee to to, deliver to Mezzanine Lender the annual budget and any modifications thereto under any Operating Agreement for Mezzanine Lender’s review, but not approval, prior to Mortgage Borrower’s or Master Lessee’s approval of any such annual budget or modification. Notwithstanding the foregoing; provided, that, upon the occurrence and during the continuation of an Event of Default and or if there is a Master Lease Tenant Default, Mezzanine Lender shall have the right to exercise any right of approval that Mezzanine Borrower, on behalf of Mortgage Borrower, Borrower may have to approve the annual budgets and any amendments thereto under any Operating Agreements subject to any constraints in the Operating Agreement in question, in its sole and absolute discretion. (b) In the event that Lender fails to respond within ten (10) Business Days of receipt of any request for Lender’s approval or consent pursuant to this Section 11.2.7, Borrower may deliver to Lender a second request in an envelope or under cover of a letter marked “URGENT” and including a legend in bold typeface that Lender’s failure to grant or deny the requested consent within ten (10) Business Days of the receipt thereof will result in the requested consent being deemed to have been granted. If Lender fails to respond to such second request within ten (10) Business Days of its receipt thereof, Lender’s consent to such request shall be deemed granted.

Annual Budget; Operating Agreement Annual Budgets. (a) Mezzanine Borrower shall cause Mortgage Borrower, or shall cause Mortgage Master Lessee or Asset Manager to, deliver to Lender the Annual Budget for Lender’s review not more than ninety (90) days after the end of each Fiscal Year. Borrower shall or shall cause Master Lessee or Asset Manager to, deliver to Lender any proposed modifications to the Annual Budget for its review. The Master Lease Annual Budget and any proposed modifications thereto shall not be subject to Lender’s approval; provided, upon the occurrence and during the continuance of an Event of Default, Lender shall have the same right to exercise any right of approval that Borrower may have to approve the Master Lease Annual Budget under the Master Lease, subject to any constraints in the Master Lease, in its sole and absolute discretion. All line items of the Asset Manager Annual Budget (other than any costs or expenses relating to any Property to be paid by the Master Lessee under the Master Lease, or by the Tenant under any Affiliated Subleases, Unaffiliated Sublease, Specified Prior Sublease or Leaseable Building Pad) shall be subject to Lender’s review and approval, not to be unreasonably withheld, conditioned or delayed. Lender hereby acknowledges that it has approved the budget and asset management fees delivered prior to the Closing Date with respect to services performed under the Asset Management Agreement and agrees that until such time as it has reviewed and approved an Asset Manager Annual Budget, it shall not unreasonably withhold its consent to any costs or expenses being treated as Approved Expenses to the extent Lender’s approval hereunder would be required thereto as part of any Asset Manager Annual Budget (it being understood and agreed that Lender’s consent shall not be required for (i) payment of any costs or expenses not within the control of Borrower such as Real Estate Impositions, utility and fuel costs, franchise and other taxes or (ii) with respect to other recurring costs and expenses, up to the amount approved by Lender in the prior year’s Asset Manager Annual Budget). (b) Borrower shall or shall cause Master Lessee to deliver to Mezzanine Lender the Annual Budget for Mezzanine Lender’s review, but not approval, prior to the expiration of each Fiscal Year. Any proposed modifications to such Annual Budget shall be delivered to Mezzanine Lender for its review, but not approval. Notwithstanding the foregoing, while an 80% Trigger Approval Period shall exist, Mezzanine Lender shall have the right to approve all aspects of the Annual Budget relating to expenditures for FF&E, which approval shall not be unreasonably withheld, delayed or conditioned. (b) Mezzanine Borrower shall cause Mortgage Borrower, or shall cause Mortgage Borrower to cause Master Lessee to deliver to Mezzanine Lender the annual budget and any modifications thereto under any Operating Agreement for Mezzanine Lender’s review, but not approval, prior to Mortgage Borrower’s or Master Lessee’s approval of any such annual budget or modification. Notwithstanding the foregoing, upon the occurrence and during the continuation of an Event of Default and if there is a Master Lease Tenant Default, Mezzanine Lender shall have the right to exercise any right of approval that Mezzanine Borrower, on behalf of Mortgage Borrower, Borrower may have to approve the annual budgets and any amendments thereto under any Operating Agreements subject to any constraints in the Operating Agreement in question, in its sole and absolute discretion. (c) With respect to each Fiscal Year in which a Required Tax Distribution Amount is disbursed under clause (x) of Section 3.1.6(a), within five (5) Business Days following the filing of the federal income tax return of the Guarantor Group for such Fiscal Year, Borrower shall deliver to Lender an Officer’s Certificate reconciling the amount of such disbursement to the actual Required Tax Distribution Amount calculated based on such filed federal income tax return (and, in the event that such reconciliation shows that disbursements to Borrower under clause (x) of Section 3.1.6 (a) exceeded the actual Required Tax Distribution Amount for such Fiscal Year, Borrower shall promptly deposit an amount equal to such excess disbursement in the Master Lease Rent Shortfall Reserve Account) together with a copy of the filed federal income tax return. With respect to each Fiscal Year in which a Required Tax Distribution Amount is not disbursed under clause (x) of Section 3.1.6(a), Borrower shall deliver to Lender copies of all filed federal income tax returns promptly upon request. (d) In the event that Lender fails to respond within ten (10) Business Days of receipt of any request for Lender’s approval or consent pursuant to this Section 11.2.7, Borrower may deliver to Lender a second request in an envelope or under cover of a letter marked “URGENT” and including a legend in bold typeface that Lender’s failure to grant or deny the requested consent within ten (10) Business Days of the receipt thereof will result in the requested consent being deemed to have been granted. If Lender fails to respond to such second request within ten (10) Business Days of its receipt thereof, Lender’s consent to such request shall be deemed granted.

Annual Budget; Operating Agreement Annual Budgets. (a) Mezzanine Borrower shall cause Mortgage Borrower, or shall cause Mortgage Borrower to to, or cause Master Lessee or Asset Manager to deliver to Mezzanine Lender the Annual Budget not more than ninety (90) days after the end of each Fiscal Year for Mezzanine Lender’s review, review but not approval; provided, prior that, upon the occurrence and during the continuation of an Event of Default, the Annual Budget (other than the Master Lease Annual Budget) shall be subject to the expiration review and approval of each Fiscal Year. Any proposed modifications Lender, not to such Annual Budget shall be delivered unreasonably withheld, conditioned or delayed, to Mezzanine the same extent as Mortgage Lender for its reviewas provided in Section 11.2.7(a) of the Mortgage Loan Agreement, but not approval. Notwithstanding the foregoing, while an 80% Trigger Approval Period shall exist, Mezzanine and Lender shall have the same right to exercise any right of approval that Mortgage Borrower may have to approve all aspects of the Master Lease Annual Budget relating under the Master Lease, subject to expenditures for FF&Eany constraints in the Master Lease, which approval shall not be unreasonably withheld, delayed or conditioned. (b) Mezzanine in its sole and absolute discretion. Borrower shall cause Mortgage Borrower, or shall cause Mortgage Borrower to to, or cause Master Lessee Lessee, to deliver to Mezzanine Lender the annual budget and any modifications thereto under any Operating Agreement for Mezzanine Lender’s review, but not approval, prior to Mortgage Borrower’s or Master Lessee’s approval of any such annual budget or modification. Notwithstanding the foregoing; provided, that, upon the occurrence and during the continuation of an Event of Default and or if there is a Master Lease Tenant Default, Mezzanine Lender shall have the right to exercise any right of approval that Mezzanine Borrower, on behalf of Mortgage Borrower, Borrower may have to approve the annual budgets and any amendments thereto under any Operating Agreements subject to any constraints in the Operating Agreement in question, in its sole and absolute discretion. (b) In the event that Lender fails to respond within ten (10) Business Days of receipt of any request for Lender’s approval or consent pursuant to this Section 11.2.7, Borrower may deliver to Lender a second request in an envelope or under cover of a letter marked “URGENT” and including a legend in bold typeface that Lender’s failure to grant or deny the requested consent within ten (10) Business Days of the receipt thereof will result in the requested consent being deemed to have been granted. If Lender fails to respond to such second request within ten (10) Business Days of its receipt thereof, Lender’s consent to such request shall be deemed granted.