Extraordinary Operating Expenses. During any Low Debt Yield Period, in the event that Borrower incurs or is required to incur an extraordinary operating expense not set forth in the Approved Annual Budget relating to the Properties (each an “Extraordinary Operating Expense”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Operating Expense for Lender’s approval. Any Extraordinary Operating Expense approved by Lender is referred to herein as an “Approved Extraordinary Operating Expense”. Any Funds distributed to Borrower for the payment of Approved Extraordinary Operating Expenses pursuant to Section 6.8.1 shall be used by Borrower only to pay for such Approved Extraordinary Operating Expenses or reimburse Borrower for such Approved Extraordinary Operating Expenses, as applicable.
Extraordinary Operating Expenses. During the continuance of a Trigger Period, in the event that Borrower incurs an extraordinary operating expense not set forth in the Approved Annual Budget (each an “Extraordinary Operating Expense”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Operating Expense for Lender’s approval. Any Extraordinary Operating Expense approved by Lender is referred to herein as an (“Approved Extraordinary Operating Expense”). In no event shall management fees in excess of the Management Fee Cap be paid to Manager as part of the Approved Extraordinary Operating Expense funds distributed to Borrower during a Trigger Period pursuant to Section 6.16.1 unless expressly approved by Lender in advance in its sole discretion. Any Funds distributed to Borrower for the payment of Approved Extraordinary Operating Expenses pursuant to Section 6.16.1 shall be used by Borrower only to pay for such Approved Extraordinary Operating Expenses or reimburse Borrower for such Approved Extraordinary Operating Expenses, as applicable.
Extraordinary Operating Expenses. In the event that Borrower incurs an extraordinary operating expense not set forth in the Approved Annual Budget relating to the Properties (each an “Extraordinary Operating Expense”), then Borrower shall promptly deliver to Agent a reasonably detailed explanation of such proposed Extraordinary Operating Expense for Agent’s approval. Any Extraordinary Operating Expense approved by Agent is referred to herein as an “Approved Extraordinary Operating Expense”. Any Funds distributed to Borrower for the payment of Approved Extraordinary Operating Expenses pursuant to Section 6.9.1 shall be used by Borrower only to pay for such Approved Extraordinary Operating Expenses or reimburse Borrower for such Approved Extraordinary Operating Expenses, as applicable.
Extraordinary Operating Expenses. In the event that Borrower incurs an extraordinary operating expense not set forth in the Approved Annual Budget (each an “Extraordinary Operating Expense”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Operating Expense for Lender’s approval, which approval shall not be unreasonably withheld, conditioned or delayed (other than to the extent an Event of Default has occurred and is continuing, in which case Lender’s approval shall be in its sole discretion); provided however in the event such Extraordinary Operating Expenses are required due to an event of an emergency concerning a risk of harm to persons or material damage to the Improvements, no prior notice, or Lender approval shall be required, but Borrower shall give notice of incurring such Extraordinary Operating Expenses promptly after incurring same. Any Extraordinary Operating Expense approved by Lender is referred to herein as an “Approved Extraordinary Operating Expense”. Any Funds distributed to Borrower for the payment of Approved Extraordinary Operating Expenses pursuant to Section 6.11.1 shall be used by Borrower only to pay for such Approved Extraordinary Operating Expenses or reimburse Borrower for such Approved Extraordinary Operating Expenses, as applicable. Provided no Event of Default is continuing, whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.9.6, Lender’s consent shall be deemed given only if:
(i) the first correspondence from Borrower to Lender requesting such approval or consent is in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY GERMAN AMERICAN CAPITAL CORPORATION AND BANK OF AMERICA, N.A. TO WWP OFFICE, LLC AND WWP AMENITIES HOLDINGS, LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN TWENTY (20) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, and is accompanied by the information and documents required above, and any other information reasonably requested by Lender in writing prior to the expiration of such twenty (20) Business Day period in order to adequately review the same has been delivered; and
(ii) if Lender fails to respond or to deny such request for approval in writing within the first ten (10) Business Days of such twenty (20) Business Day period, a ...
Extraordinary Operating Expenses. During any Trigger Period, if Borrower incurs or is required to incur any Operating Expense not set forth in the Approved Annual Budget (each an “Extraordinary Operating Expense”), then Borrower shall promptly deliver to Lenders a reasonably detailed explanation of such proposed Extraordinary Operating Expense for Required Lenders’ approval. Any Extraordinary Operating Expense approved by Required Lenders is referred to herein as an “Approved Extraordinary Operating Expense.” Any funds distributed to Borrower for the payment of Approved Extraordinary Operating Expenses pursuant to Section 7.4.1 shall be used by Borrower only to pay for such Approved Extraordinary Operating Expenses or reimburse Borrower for such Approved Extraordinary Operating Expenses, as applicable, and the distribution thereof shall be subject to the satisfaction of conditions determined by Required Lenders.
Extraordinary Operating Expenses. During the continuance of a Trigger Period, in the event that Borrower incurs an extraordinary operating expense not set forth in the Approved Annual Budget (each an “Extraordinary Operating Expense”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Operating Expense for Lender’s approval. Any Extraordinary Operating Expense approved by Lender is referred to herein as an (“Approved Extraordinary Operating Expense”). Any Funds distributed to Borrower for the payment of Approved Extraordinary Operating Expenses pursuant to Section 6.9.1 shall be used by Borrower only to pay for such Approved Extraordinary Operating Expenses or reimburse Borrower for such Approved Extraordinary Operating Expenses, as applicable.
Extraordinary Operating Expenses. During the continuance of a Trigger Period, in the event that Senior Borrower incurs an extraordinary operating expense or extraordinary Capital Expenditure not set forth in the Approved Annual Budget (each an “Extraordinary Operating Expense”), then Borrower shall (or shall cause Senior Borrower to) promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Operating Expense for Lender’s approval; provided, however, Lender’s approval shall not be required (i) with respect to any Extraordinary Operating Expense that is funded from a source other than Gross Revenues or (ii) for any Extraordinary Operating Expense that is required as the result of an emergency which requires Senior Borrower to take immediate action pursuant to a Lease, Major Contract or Operations Agreement or threatens life safety or structural issues at the Property. Any Extraordinary Operating Expense approved by Lender (or for which no approval of Lender is required pursuant to clause (ii) above) is referred to herein as an (“Approved Extraordinary Operating Expense”). Borrower shall cause any funds distributed to Senior Borrower for the payment of Approved Extraordinary Operating Expenses pursuant to Section 43 Mezzanine Loan Agreement 6.13.1 of the Senior Loan Agreement to be used by Senior Borrower only to pay for such Approved Extraordinary Operating Expenses or reimburse Senior Borrower for such Approved Extraordinary Operating Expenses, as applicable.
Extraordinary Operating Expenses. In the event that a Borrower incurs an extraordinary operating expense not set forth in the Approved Annual Budget for the Property owned by such Borrower (each an “Extraordinary Operating Expense”), then such Borrower shall promptly deliver to Agent a reasonably detailed explanation of such proposed Extraordinary Operating Expense for Agent’s approval. Any Extraordinary Operating Expense approved by Agent is referred to herein as an (“Approved Extraordinary Operating Expense”). Any Funds distributed to Borrowers for the payment of Approved Extraordinary Operating Expenses pursuant to Section 6.10.1 shall be used by Borrowers only to pay for such Approved Extraordinary Operating Expenses or reimburse Borrowers for such Approved Extraordinary Operating Expenses, as applicable.
Extraordinary Operating Expenses. During any Trigger Period, if Borrower incurs or is required to incur any operating expense not set forth in the Approved Annual Budget (each an “Extraordinary Operating Expense”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Operating Expense for Lender’s approval. Any Extraordinary Operating Expense approved by Lender is referred to herein as an “Approved Extraordinary Operating Expense”. Any funds distributed to Borrower for the payment of Approved Extraordinary Operating Expenses pursuant to Section 5.9.1 shall be used by Borrower only to pay for such Approved Extraordinary Operating Expenses or reimburse Borrower for such Approved Extraordinary Operating Expenses, as applicable, and the distribution thereof shall be subject to the satisfaction of conditions determined by Lender.
Extraordinary Operating Expenses. During the continuance of a Trigger Period, in the event that Owner incurs an extraordinary operating expense not set forth in the Approved Annual Budget (each an “Extraordinary Operating Expense”), then Borrower shall promptly deliver (or cause Owner to deliver) to Lender a reasonably detailed explanation of such proposed Extraordinary Operating Expense for Lender’s approval. Any Extraordinary Operating Expense approved by Lender is referred to herein as an “Approved Extraordinary Operating Expense”. In no event shall Borrower cause management fees in excess of the Management Fee Cap (as defined in the Senior Loan Agreement) be paid to Manager as part of the Approved Extraordinary Operating Expense funds distributed to Owner during a Trigger Period pursuant to Section 6.13.1 unless expressly approved by Lender in advance in its sole discretion. Borrower shall cause any Funds distributed to Owner for the payment of Approved Extraordinary Operating Expenses pursuant to Section 6.13.1 of the Senior Loan Agreement to be used by Owner only to pay for such Approved Extraordinary Operating Expenses or reimburse Owner for such Approved Extraordinary Operating Expenses, as applicable.
