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 terms of this Section 10.24, 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 in the Reserve Accounts held by Lender (subject to compliance with the terms and conditions set forth in Article VII hereof); (ii) all insurance matters, including settlement of Casualty and Condemnation proceeds and determinations regarding restoration and release of Net Proceeds pursuant to Section 6.4 hereof; (iii) confirmation (or determinations) of economic calculations under the Loan Documents (including the Aggregate LTV Ratio, Debt Service Coverage Ratio and Loan to Value Ratio); (iv) consents and approvals arising under the Loan and Loan Documents not expressly requiring the consent of Lender; (v) property level consent and approvals (or deemed approvals) including approvals of easements, zoning matters, non-disturbance agreements and REAs; (vi) budget approvals during the continuance of a Cash Trap Period or an Event of Default, (vii) Material Leases pursuant to Section 5.1.18 hereof; (viii) approvals of the Approved Annual Budget during the continuance of a Cash Trap Period or Event of 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 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, Substitute Guarantor, Public Vehicle or Qualified Transferee (but, in each case, the “know your customer” requirements of each Lender must be satisfied), (xiii) 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 (xiv) waiver of any non-monetary Event of Default under the Loan (collectively, the “Administrative Agent Decisions”) 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 consent is required hereunder for an Administrative Agent Decision, provided no Event of Default is continuing, Administrative Agent’s consent shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto.

Administrative Agent Decisions. Notwithstanding anything to the contrary contained in this Agreement, but subject to the terms first sentence of this Section 10.2417.22 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 Lender Xxxxxx (subject to compliance with the terms and conditions set forth in Article VII 8 hereof); (ii) all insurance matters, matters including settlement of Casualty and Condemnation proceeds and determinations regarding restoration and release of Net Proceeds proceeds pursuant to Section 6.4 hereof7.4 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 Aggregate LTV Ratio, Debt Service Coverage Ratio and Loan to Value RatioYield); (iv) consents and approvals arising under the Loan and Loan Documents not otherwise expressly requiring the consent of Lenderthe 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 REAs; 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 a Cash Trap Period or an Event of Default, (vii) Material Leases pursuant to Section 5.1.18 hereof; 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, (x) approvals of the Approved Annual Budget during the continuance of a Cash Trap Trigger Period or (provided that so long as no Event of DefaultDefault has occurred and is continuing, (ix) alterations (excluding, no approvals shall be required for the avoidance of doubt, any Replacements, PIP Work, Brand Mandated Work non-budgeted expenditures relating to life safety 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 conditions hereofhealth matters), (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, Substitute Guarantor, Public Vehicle Guarantor or Qualified Transferee Equityholder (but, in each case, 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 Documents, (xvi) consents related to Major Leases to the extent such consent is required hereunder, and (xivxvii) waiver of any non-monetary Event of Default other consents and approvals not expressly requiring unanimous Lender approval under the Loan Section 17.22(c) (collectively, the “Administrative Agent Decisions”) may, at all times when the Loan is held by more than one Lender, 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 consent approval is required hereunder for an Administrative Agent Decisionunder this Section 17.22(a), provided no Event of Default is continuing, Administrative Agent’s consent 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 Xxxxxx. 143

Administrative Agent Decisions. Notwithstanding anything to the contrary contained in this Agreement, but subject to the terms first sentence of this Section 10.2417.22 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 Lender Lxxxxx (subject to compliance with the terms and conditions set forth in Article VII 8 hereof); (ii) all insurance matters, matters including settlement of Casualty and Condemnation proceeds and determinations regarding restoration and release of Net Proceeds proceeds pursuant to Section 6.4 hereof7.4 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 Aggregate LTV Ratio, Debt Yield and 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 Lenderthe 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 REAs; 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 a Cash Trap Period or an Event of Default, (vii) Material Leases 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 5.1.18 4.26(b) hereof; , (viiix) approvals of the Approved Annual Budget during the continuance of a Cash Trap Trigger Period or (provided that so long as no Event of DefaultDefault has occurred and is continuing, (ix) alterations (excluding, no approvals shall be required for the avoidance of doubt, any Replacements, PIP Work, Brand Mandated Work non-budgeted expenditures relating to life safety 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 conditions hereofhealth matters), (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, Substitute Guarantor, Public Vehicle Guarantor or Qualified Transferee Equityholder (but, in each case, 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 Documents, (xvi) consents related to Major Leases to the extent such consent is required hereunder, and (xivxvii) waiver of any non-monetary Event of Default other consents and approvals not expressly requiring unanimous Lender approval under the Loan Section 17.22(c) (collectively, the “Administrative Agent Decisions”) may, at all times when the Loan is held by more than one Lender, 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 consent approval is required hereunder for an Administrative Agent Decisionunder this Section 17.22(a), provided no Event of Default is continuing, Administrative Agent’s consent 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. 172

Administrative Agent Decisions. Notwithstanding anything to the contrary contained in this Agreement, but subject to the terms of this Section 10.2418.11(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 Lender (subject to compliance with the terms and conditions set forth in Article VII 8 hereof); (ii) all insurance matters, matters including settlement of Casualty and Condemnation proceeds and determinations regarding restoration and release of Net Proceeds proceeds pursuant to Section 6.4 hereof7.4 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 Aggregate LTV Ratio, Debt Service Coverage Ratio and Loan to Value RatioYield); (iv) consents and approvals arising under the Loan and Loan Documents not otherwise expressly requiring the consent of Lenderthe Lender pursuant to Section 18.11(c) hereof; (v) property level consent and approvals (or deemed approvals) including approvals of easements, zoning matters, subordination non-disturbance agreements and REAs; 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 a Cash Trap Period or an Event of Default, (vii) Material Leases pursuant to Section 5.1.18 hereof; 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, (x) approvals of the Approved Annual Budget during the continuance of a Cash Trap Trigger Period or (provided that so long as no Event of DefaultDefault has occurred and is continuing, (ix) alterations (excluding, no approvals shall be required for the avoidance of doubt, any Replacements, PIP Work, Brand Mandated Work non-budgeted expenditures relating to life safety 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 conditions hereofhealth matters), (xi) approvals pursuant to Section 5.1.20, Section 5.2.1 and Section 5.3 hereofa Hawaii Loan Bifurcation or Hawaii Special Purpose Entity Transfer, (xii) review and confirmation of a Person’s satisfaction Major Leases, if required, pursuant to Section 4.14; (xiii) Alterations in excess of the requirements set forth herein 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 Replacement Guarantor, Substitute Guarantor, Public Vehicle or Qualified Transferee (but, in each case, the “know your customer” requirements of each Lender must be satisfied)Manager, (xiiixv) 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 (xivxvi) waiver of any non-monetary Event of Default under consents related to Major Leases to the Loan extent such consent is required hereunder (collectively, the “Administrative Agent Decisions”) may, at all times when the Loan is held by more than one Lender, 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 consent approval is required hereunder for an Administrative Agent Decisionunder this Section 18.11(a), provided no Event of Default is continuing, Administrative Agent’s consent 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. 202

Administrative Agent Decisions. Notwithstanding anything to the contrary contained in this Agreement, but subject to the terms first sentence of this Section 10.2417.22 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 Lender Xxxxxx (subject to compliance with the terms and conditions set forth in Article VII 8 hereof); (ii) all insurance matters, matters including settlement of Casualty and Condemnation proceeds and determinations regarding restoration and release of Net Proceeds proceeds pursuant to Section 6.4 hereof7.4 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 Aggregate LTV Ratio, Debt Service Coverage Ratio and Loan to Value RatioYield); (iv) consents and approvals arising under the Loan and Loan Documents not otherwise expressly requiring the consent of Lenderthe 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 REAs; 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 a Cash Trap Period or an Event of Default, (vii) Material Leases pursuant to Section 5.1.18 hereof; 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, (x) approvals of the Approved Annual Budget during the continuance of a Cash Trap Trigger Period or (provided that so long as no Event of DefaultDefault has occurred and is continuing, (ix) alterations (excluding, no approvals shall be required for the avoidance of doubt, any Replacements, PIP Work, Brand Mandated Work non-budgeted expenditures relating to life safety 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 conditions hereofhealth matters), (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, Substitute Guarantor, Public Vehicle Guarantor or Qualified Transferee Equityholder (but, in each case, 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 Documents, (xvi) consents related to Major Leases to the extent such consent is required hereunder, and (xivxvii) waiver of any non-monetary Event of Default other consents and approvals not expressly requiring unanimous Lender approval under the Loan Section 17.22(c) (collectively, the “Administrative Agent Decisions”) may, at all times when the Loan is held by more than one Lender, 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 consent approval is required hereunder for an Administrative Agent Decisionunder this Section 17.22(a), provided no Event of Default is continuing, Administrative Agent’s consent 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 Xxxxxx. 162

Administrative Agent Decisions. Notwithstanding anything to the contrary contained in this Agreement, but subject to the terms first sentence of this Section 10.2417.22 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 Lender Xxxxxx (subject to compliance with the terms and conditions set forth in Article VII 8 hereof); (ii) all insurance matters, matters including settlement of Casualty and Condemnation proceeds and determinations regarding restoration and release of Net Proceeds proceeds pursuant to Section 6.4 hereof7.4 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 Aggregate LTV Ratio, Debt Service Coverage Ratio and Loan to Value RatioYield); (iv) consents and approvals arising under the Loan and Loan Documents not otherwise expressly requiring the consent of Lenderthe 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 REAs; 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 a Cash Trap Period or an Event of Default, (vii) Material Leases pursuant to Section 5.1.18 hereof; 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, (x) approvals of the Approved Annual Budget during the continuance of a Cash Trap Trigger Period or (provided that so long as no Event of DefaultDefault has occurred and is continuing, (ix) alterations (excluding, no approvals shall be required for the avoidance of doubt, any Replacements, PIP Work, Brand Mandated Work non-budgeted expenditures relating to life safety 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 conditions hereofhealth matters), (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, Substitute Guarantor, Public Vehicle Guarantor or Qualified Transferee Equityholder (but, in each case, 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 Documents, (xvi) consents related to Major Leases to the extent such consent is required hereunder, and (xivxvii) waiver of any non-monetary Event of Default other consents and approvals not expressly requiring unanimous Lender approval under the Loan Section 17.22(c) (collectively, the “Administrative Agent Decisions”) may, at all times when the Loan is held by more than one Lender, 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 consent approval is required hereunder for an Administrative Agent Decisionunder this Section 17.22(a), provided no Event of Default is continuing, Administrative Agent’s consent 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 Xxxxxx. 137

Administrative Agent Decisions. Notwithstanding anything to the contrary contained in this Agreement, but subject to the terms first sentence of this Section 10.2410.24 and Section 10.24(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 in the Reserve Accounts held by Lender (subject to compliance with the terms and conditions set forth in Article VII hereof); (ii) all insurance matters, including settlement of Casualty and Condemnation proceeds and determinations regarding restoration and release of Net Proceeds pursuant to Section 6.4 hereof; (iii) confirmation (or determinations) of economic calculations under the Loan Documents (including the Aggregate LTV Ratio, Debt Yield (Mortgage Only) and Debt Yield (Aggregate) and Debt Service Coverage Ratio and Loan to Value 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 Lenderthe Lenders as set forth in Section 10.24(b); (v) property level consent and approvals (or deemed approvals) including approvals of easements, zoning matters, non-disturbance agreements and 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) Material Leases pursuant to Section 5.1.18 5.1.21 hereof; (viii) approvals of the Approved Annual Budget during the continuance of a Cash Trap Period or Event of Default, (ix) alterations (excluding, for the avoidance of doubt, any Replacements, PIP Work, Brand Mandated Work or Alterations other than 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 conditions hereof, (xi) approvals pursuant to Section 5.1.20, 5.1.23 and 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 GuarantorGuarantor or Public Vehicle, Substitute Guarantor, and review and confirmation of the qualifications of a Qualified Transferee that is not a Public Vehicle or Qualified Transferee (but, in each case, the “know your customer” requirements of each Lender must be satisfied), (xiii) 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 (xiv) waiver of any non-monetary Event of Default under the Loan (collectively, the “Administrative Agent Decisions”) may, at all times when the Loan is held by more than one Lender, 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 consent is required hereunder for an Administrative Agent Decision, provided no Event of Default is continuing, Administrative Agent’s consent shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto.

Administrative Agent Decisions. Notwithstanding anything to the contrary contained in this Agreement, but subject to the terms first sentence of this Section 10.2417.22 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 Lender Lxxxxx (subject to compliance with the terms and conditions set forth in Article VII 8 hereof); (ii) all insurance matters, matters including settlement of Casualty and Condemnation proceeds and determinations regarding restoration and release of Net Proceeds proceeds pursuant to Section 6.4 hereof7.4 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 Aggregate LTV Ratio, Debt Yield and 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 Lenderthe 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 REAs; 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 a Cash Trap Period or an Event of Default, (vii) Material Leases 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 5.1.18 4.26(b) hereof; , (viiix) approvals of the Approved Annual Budget during the continuance of a Cash Trap Trigger Period or (provided that so long as no Event of DefaultDefault has occurred and is continuing, (ix) alterations (excluding, no approvals shall be required for the avoidance of doubt, any Replacements, PIP Work, Brand Mandated Work non-budgeted expenditures relating to life safety 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 conditions hereofhealth matters), (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, Substitute Guarantor, Public Vehicle Guarantor or Qualified Transferee Equityholder (but, in each case, 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 Documents, (xvi) consents related to Major Leases to the extent such consent is required hereunder, and (xivxvii) waiver of any non-monetary Event of Default other consents and approvals not expressly requiring unanimous Lender approval under the Loan Section 17.22(c) (collectively, the “Administrative Agent Decisions”) may, at all times when the Loan is held by more than one Lender, 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 consent approval is required hereunder for an Administrative Agent Decisionunder this Section 17.22(a), provided no Event of Default is continuing, Administrative Agent’s consent 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. 196

Administrative Agent Decisions. Notwithstanding anything to the contrary contained in this Agreement, but subject to the terms first sentence of this Section 10.2417.22 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 Lender Lxxxxx (subject to compliance with the terms and conditions set forth in Article VII 8 hereof); (ii) all insurance matters, matters including settlement of Casualty and Condemnation proceeds and determinations regarding restoration and release of Net Proceeds proceeds pursuant to Section 6.4 hereof7.4 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 Aggregate LTV Ratio, Debt Yield and 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 Lenderthe 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 REAs; 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 a Cash Trap Period or an Event of Default, (vii) Material Leases 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 5.1.18 4.26(b) hereof; , (viiix) approvals of the Approved Annual Budget during the continuance of a Cash Trap Trigger Period or (provided that so long as no Event of DefaultDefault has occurred and is continuing, (ix) alterations (excluding, no approvals shall be required for the avoidance of doubt, any Replacements, PIP Work, Brand Mandated Work non-budgeted expenditures relating to life safety 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 conditions hereofhealth matters), (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, Substitute Guarantor, Public Vehicle Guarantor or Qualified Transferee Equityholder (but, in each case, 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 Documents, (xvi) consents related to Major Leases to the extent such consent is required hereunder, and (xivxvii) waiver of any non-monetary Event of Default other consents and approvals not expressly requiring unanimous Lender approval under the Loan Section 17.22(c) (collectively, the “Administrative Agent Decisions”) may, at all times when the Loan is held by more than one Lender, 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 consent approval is required hereunder for an Administrative Agent Decisionunder this Section 17.22(a), provided no Event of Default is continuing, Administrative Agent’s consent 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. 178