Common use of Approved Budget Clause in Contracts

Approved Budget. (a) Subject to subsection (b) and subsection (c) below, none of the Credit Parties shall pay any obligations or expenses (including, without limitation, bonus payments or other compensation to senior management personnel, but excluding legal fees and expenses) except to the extent expressly contemplated and permitted in the Current Period of the Approved Budget applicable at the time of such payment. On or before the Wednesday prior to the first Monday of each Fiscal Month of the Borrower, commencing with the Wednesday prior to the first Monday of October 2010, the Borrower shall deliver an updated budget (for the period of 13 weeks commencing with the first day of such Fiscal Month) (each, a “Proposed Budget”) to Agent. Each such Proposed Budget shall be accompanied by a variance report setting forth actual cash receipts and disbursements from the Petition Date through the last day of the preceding month and all variances, on an aggregate basis and, with respect to Specified Budget Line Items, on a line-item basis, for such period from the amounts set forth for the corresponding period in the preceding Approved Budgets (including explanations for each such material variance), certified by the Chief Restructuring Officer as being prepared in good faith and fairly presenting in all material respects the information set forth therein. Each Proposed Budget provided to Agent shall be of no force and effect unless and until it is approved in writing by the Requisite Lenders, and until such approval is given the prior Approved Budget shall remain in effect and no Credit Party may pay any obligations or expenses (excluding legal fees and expenses) other than as permitted (subject to subsection (b) below) in the Current Period of such prior Approved Budget. The Requisite Lenders shall approve or reject each Proposed Budget within four Business Days after delivery by the Borrower to Agent as set forth above, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budget. Any such Proposed Budget, upon the written approval of the Requisite Lenders shall become, as of the date of such approval and for the period of time covered thereby, the Approved Budget, and shall prospectively replace any prior Approved Budget.

Approved Budget. (a) Subject The Managing Member shall prepare or cause to subsection (b) be prepared for each calendar year an operating budget showing the anticipated revenues and subsection (c) below, none expenses of the Credit Parties shall pay any obligations or expenses Company and Project Company for such calendar year. The initial operating budget for the balance of 2007 is attached as Exhibit F. Upon the Managing Member’s approval of a proposed operating budget for the succeeding calendar year (includingcommencing with 2008), without limitationthe Managing Member shall, bonus payments or other compensation to senior management personnelnot later than October 10 of the current calendar year (commencing in 2007), but excluding legal fees and expenses) except submit the proposed operating budget for the succeeding calendar year to the Members for their review and to the Independent Engineer for its initial review of and initial comment on the adequacy of such budget, at the Company’s expense; provided that any further action by the Independent Engineer requested by one or more Class B Members collectively holding at least 50% of the Class B Membership Interests shall be undertaken at the requesting Members’ expense. Unless the Members collectively holding a Super-Majority Vote (prior to the Flip Date) or a Majority Vote (after the Flip Date) object in writing to such proposed operating budget not later than October 30, then the proposed budget shall be deemed approved by the Members (each budget as attached hereto, approved or deemed approved, an “Approved Budget”). If such Members disapprove the proposed budget, then the Managing Member shall prepare or cause to be prepared a revised budget, which shall be submitted to the Members for their approval and, upon final approval, such budget shall become an Approved Budget. To the extent expressly contemplated and permitted that amounts relating to any items of a proposed budget are not approved, the corresponding amounts for the items in the Current Period preceding year’s budget will continue as part of the budget for such year until a more current amount for such item is approved under this Section 7.1. If a budget for any calendar year is not approved by the beginning of such calendar year, then the budget shall be the prior year’s Approved Budget until a new budget is approved. The Managing Member may from time to time during the calendar year amend the Approved Budget applicable at the time of such payment. On or before the Wednesday prior to the first Monday of each Fiscal Month increase any particular line item of the Borrower, commencing with then-current Approved Budget so long as the Wednesday prior to the first Monday of October 2010, the Borrower shall deliver an updated budget increase in such line item does not exceed 10% (for the period of 13 weeks commencing with the first day of such Fiscal Month) (each, a “Proposed BudgetMaterial Variance”) to Agent. Each during such Proposed Budget year or is not a Major Decision, without the further vote or consent of the Members, and as so amended, any such budget shall be accompanied by a variance report setting forth actual cash receipts and disbursements from the Petition Date through the last day of the preceding month and all variances, on an aggregate basis and, with respect to Specified Budget Line Items, on a line-item basis, for such period from the amounts set forth for the corresponding period in the preceding Approved Budgets (including explanations for each such material variance), certified by the Chief Restructuring Officer as being prepared in good faith and fairly presenting in all material respects the information set forth therein. Each Proposed Budget provided to Agent shall be of no force and effect unless and until it is approved in writing by the Requisite Lenders, and until such approval is given the prior Approved Budget shall remain in effect and no Credit Party may pay any obligations or expenses (excluding legal fees and expenses) other than as permitted (subject to subsection (b) below) in the Current Period of such prior Approved Budget. The Requisite Lenders Any variances from an Approved Budget in excess of Material Variance shall approve or reject each Proposed Budget within four Business Days after delivery by require the Borrower to Agent as set forth above, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budget. Any such Proposed Budget, upon the written approval of Members using the Requisite Lenders vote described in this Section 7.1 and, if so approved, each such variance shall become, as of the date of such approval and for the period of time covered thereby, be added to the Approved Budget, and which, as so amended, shall prospectively replace any prior thereafter be the Approved BudgetBudget for the year.

Approved Budget. Manager shall prepare and submit to Owner a proposed operating budget and capital budget (hereinafter referred to as the "Operating Budget and Capital Budget") for the management, operation and leasing of the Property for each calendar year. Each Operating Budget and Capital Budget prepared by Manager shall be in a format reasonably approved by Owner and Manager. The Operating Budget and Capital Budget shall include a detailed statement of (a) Subject to subsection (b) and subsection (c) below, none of the Credit Parties shall pay any obligations or expenses Manager's annual marketing plan (including, without limitation, bonus proposed advertising, brochures and special events); (b) the space Manager expects to be leased or renewed during such year; (c) the rent Manager expects to obtain for such space; and (d) leasing guidelines, including free rent, rebates and other concessions, any improvement allowances, brokerage commissions (including any payable to Manager hereunder), and payments or other compensation to senior management personnel, but excluding legal fees by tenants toward operating expenses and expenses) except taxes. Prior to the extent expressly contemplated Commencement Date, Owner with Manager's assistance shall establish the Operating Budget and permitted in Capital Budget to be used for the Current Period period commencing on the Commencement Date and ending on December 31, 1996 (such Operating Budget and Capital Budget shall be deemed to be the Approved Operating Budget and Capital Budget (as hereinafter defined) for such period). A draft proposed Operating Budget and Capital Budget for each subsequent calendar year shall be delivered by Manager to Owner no later than September 30 of the Approved calendar year prior to such budget year. After consultation with Owner, Manager will submit a proposed final Operating Budget applicable at and Capital Budget no later than October 31 of the time of calendar year prior to such paymentbudget year. On or before Notwithstanding the Wednesday foregoing, as to the Operating Budget and Capital Budget for the year 1997, the initial draft proposed by Manager shall be delivered to Owner within 30 days after the Commencement Date and the final Operating Budget and Capital Budget shall be delivered by Manager to Owner within 60 days after the Commencement Date. Owner will consider the proposed Operating Budget and Capital Budget and will consult with Manager in connection therewith during the ensuing period prior to the first Monday of each Fiscal Month commencement of the Borrowerforthcoming calendar year. Owner may determine, commencing with the Wednesday prior to the first Monday of October 2010in its sole discretion, the Borrower shall deliver an updated budget (for the period of 13 weeks commencing with the first day of such Fiscal Month) (each, a “Proposed Budget”) to Agent. Each such Proposed Budget shall be accompanied by a variance report setting forth actual cash receipts and disbursements from the Petition Date through the last day content of the preceding month Operating Budget and all variances, on an aggregate basis and, with respect to Specified Budget Line Items, on a line-item basis, for such period from the amounts set forth for the corresponding period in the preceding Approved Budgets (including explanations for each such material variance), certified by the Chief Restructuring Officer as being prepared in good faith and fairly presenting in all material respects the information set forth therein. Each Proposed Budget provided to Agent shall be of no force and effect unless and until it is approved in writing by the Requisite Lenders, and until such approval is given the prior Approved Budget shall remain in effect and no Credit Party may pay any obligations or expenses (excluding legal fees and expenses) other than as permitted (subject to subsection (b) below) in the Current Period of such prior Approved Capital Budget. Owner will notify Manager when the proposed Operating Budget and Capital Budget has been approved specifying any changes therein required by Owner. The Requisite Lenders approved Operating Budget and Capital Budget (hereinafter referred to as the "Approved Operating Budget and Capital Budget") shall approve or reject each Proposed Budget within four Business Days after delivery by not be modified without Owner's consent. Owner reserves the Borrower right to Agent as set forth above, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budget. Any such Proposed Budget, upon the written approval of the Requisite Lenders shall become, as of the date of such approval and for the period of time covered thereby, modify the Approved Budget, Operating and shall prospectively replace any prior Approved Budget.Capital Budget from time to time in Owner's sole and absolute

Approved Budget. (a) Subject The Approved Retail Property Budget and the Approved Midtown Row Property Budget for each of Fiscal Year 2022 and Fiscal Year 2023 for the Retail Properties, and each of Academic Year 2022 and Academic Year 2023 for Midtown Row, are attached hereto as Exhibit D. Common Member shall submit to subsection (b) and subsection (c) below, none Preferred Member within ten days of the Credit Parties date of this Agreement a Proposed Corporate Budget for 2023 for Preferred Member’s approval, provided, however, the line item in such budget for “Broad Street Net Expense Budgeted Amount” shall pay any obligations or expenses not be greater than the amounts set forth on Exhibit P attached hereto. For the calendar month of December 2022, the “Broad Street Net Expense Budgeted Amount” shall be as set forth on such exhibit for purposes of Section 6.4. No later than sixty (including, without limitation, bonus payments or other compensation to senior management personnel, but excluding legal fees and expenses60) except to the extent expressly contemplated and permitted in the Current Period of the Approved Budget applicable at the time of such payment. On or before the Wednesday days prior to the first Monday commencement of each ensuing Fiscal Month of Year, Managing Member shall submit to Preferred Member (i) with respect to each Property in the BorrowerRetail Portfolio, commencing with the Wednesday prior to the first Monday of October 2010, the Borrower shall deliver an updated a proposed annual budget (and business plan setting out revenues and expenses for the period of 13 weeks commencing with the first day of such Property for such ensuing Fiscal Month) Year (each, a “Proposed Retail Property Budget”) and (ii) with respect to Agentthe Broad Street Parties and their assets (other than the Properties), a proposed annual corporate budget and business plan setting out revenues and expenses for the Broad Street Parties for such ensuing Fiscal Year (a “Proposed Corporate Budget”), in each case in the form of Approved Budget in effect as of the Closing Date. Each No later than sixty days (60) prior to the commencement of each Academic Year, Managing Member shall submit to Preferred Member a proposed annual budget and business plan with respect to Midtown Row, which proposed budget and business plan shall set forth revenues and expenses for Midtown Row for such ensuing Academic Year (a “Proposed Midtown Row Property Budget” and, together with each of the Proposed Retail Property Budgets and the Proposed Corporate Budgets, the “Proposed Budgets”). Preferred Member shall, within twenty (20) Business Days from the receipt of the Proposed Retail Property Budget, Proposed Corporate Budget and the Proposed Midtown Row Property Budget, deliver to Managing Member a written acceptance or a written rejection (in reasonable detail indicating recommended changes, in the case of a rejection) of each of the Proposed Retail Property Budgets, the Proposed Corporate Budget and the Proposed Midtown Row Property Budget (any such Proposed Retail Property Budget Approved by Preferred Member, an “Approved Retail Property Budget”, any such Proposed Midtown Row Property Budget Approved by Preferred Member, an “Approved Midtown Row Property Budget”, and any such Proposed Corporate Budget Approved by Preferred Member, an “Approved Corporate Budget” and, collectively, the “Approved Budget”). If any Proposed Retail Property Budgets, the Proposed Midtown Row Property Budget, or the Proposed Corporate Budget is not Approved in writing as aforesaid, Managing Member (for avoidance of doubt, subject to Preferred Member’s rights pursuant to Section 4.1(a)) shall be accompanied cause the Company to conduct its business and operate the Properties pursuant to the Proposed Budget with respect to those portions Approved by a variance report setting forth actual cash receipts and disbursements from the Petition Date through the last day of the preceding month and all variances, on an aggregate basis Preferred Member and, with respect to Specified Budget Line Itemsthose portions not Approved by Preferred Member, on a line-item basis, for such period from the amounts set forth for the corresponding period in the preceding Approved Budgets (including explanations for each such material variance), certified by the Chief Restructuring Officer as being prepared in good faith and fairly presenting in all material respects the information set forth therein. Each Proposed Budget provided to Agent shall be of no force and effect unless and until it is approved in writing by the Requisite Lenders, and until such approval is given accordance with the prior Approved Budget shall remain in effect and no Credit Party may pay any obligations or expenses (excluding legal fees and expenses) other than as permitted (subject to subsection (b) below) in the Current Period of such prior Approved Budget. The Requisite Lenders shall approve or reject each Proposed Budget within four Business Days after delivery by the Borrower to Agent as set forth above, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budget. Any such Proposed Budget, upon the written approval of the Requisite Lenders shall become, as of the date of such approval and for the period of time covered thereby, the Fiscal Year’s Approved Budget, with automatic increases for real estate taxes, insurance and shall prospectively replace any prior Approved Budgetother non-discretionary expenses, subject to the Permitted Cost Variances.

Approved Budget. (a) Subject Commencing on the First Amendment Effective Time, and on every Thursday after the First Amendment Effective Time, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower shall prepare and deliver to subsection the Administrative Agent, for review and approval by the Required Lenders, an updated operating budget for the then subsequent 2-week period (each a “Budget” and, once approved as set forth below, the “Approved Budget”), which shall reflect Administrative Borrower’s good faith projection, for the Borrowers and their respective Subsidiaries, of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related to the Loan Documents) in connection with the operation of their businesses, (b) weekly disbursements, and subsection (c) below, none net cash flow. Together with delivery of the Credit Parties Budget, Administrative Borrower shall pay any obligations or expenses provide the Administrative Agent (including, without limitation, bonus payments or other compensation to senior management personnel, but excluding legal fees and expenses) except for subsequent delivery to the extent expressly contemplated Lenders) a variance report (“Variance Report”) in a form and permitted in substance reasonably acceptable to the Current Period of Required Lenders, comparing the actual cash receipts and/or disbursements for (a) the immediately preceding week compared to the Approved Budget applicable at the time of such payment. On or before the Wednesday prior to the first Monday of each Fiscal Month of the Borrower, commencing with the Wednesday prior to the first Monday of October 2010, the Borrower shall deliver an updated budget (for the period of 13 weeks commencing with the first day of such Fiscal Month) (each, a “Proposed Budget”) to Agent. Each such Proposed Budget shall be accompanied by a variance report setting forth actual cash receipts and disbursements from the Petition Date through the last day of the preceding month and all variances, on an aggregate basis and, with respect to Specified Budget Line Items, on a line-item basis, for such period from the amounts set forth for the corresponding period in the preceding Approved Budgets (including explanations for each such material variance), certified by the Chief Restructuring Officer as being prepared in good faith and fairly presenting in all material respects the information set forth therein. Each Proposed Budget provided to Agent shall be of no force and effect unless and until it is approved in writing by the Requisite Lenders, and until such approval is given the prior Approved Budget shall remain in effect and no Credit Party may pay any obligations or expenses (excluding legal fees and expenses) other than as permitted (subject to subsection (b) below) in the Current Period of such prior immediately preceding cumulative two-week period compared to the Approved Budget. The Requisite Each Variance Report shall include a summary of the receipt and disbursement variances by line item and on a cumulative basis, both in dollar ($) and percentage (%) figures and an explanation of the variance. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall approve or reject each Proposed have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget within four Business Days after delivery which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Borrower to Administrative Agent as set forth above, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budget. Any such Proposed Budget, upon (at the written approval direction of the Requisite Lenders shall become, as of the date of such approval and for the period of time covered thereby, the Approved Budget, and shall prospectively replace any prior Approved BudgetRequired Lenders) or Required Lenders.

Approved Budget. (a) Subject The cost of Services to subsection (b) and subsection (c) belowbe furnished by IBM to Multek pursuant to EXHIBIT B, none which shall include a pro rata share of the Credit Parties estimated fixed costs (such as Utility Plant overhead costs) as well as the cost of commodities (such as chilled water costs) which were consumed by Multek the previous month as well as the cost of other Services, shall pay any obligations or expenses (including, without limitation, bonus payments or other compensation be collectively called "Multek Operating Expenses." The cost of Services to senior management personnel, but excluding legal fees and expenses) except be furnished by Multek to the extent expressly contemplated and permitted in the Current Period of the Approved Budget applicable at the time of such payment. On or before the Wednesday prior IBM pursuant to the first Monday of each Fiscal Month of the Borrower, commencing with the Wednesday prior to the first Monday of October 2010, the Borrower EXHIBIT B shall deliver an updated budget (for be collectively called "IBM Service Charges." For the period of 13 weeks commencing with beginning on the first day of the Term and ending December 31, 1997 and, thereafter, no later than September 1 of the year prior to the commencement of each ensuing calendar year, IBM, after consultation with Multek, shall submit to Multek a proposed budget for Multek Operating Expenses and IBM Service Charges which shall cover a good faith estimate of Multek Operating Expenses and, based on Multek's input during consultation, IBM Service Charges for the ensuing calendar year. Multek and IBM shall provide such Fiscal Month) (eachbackup information relating to the proposed budget which the other may reasonably request. Upon Consent of both parties to the proposed budget, a “Proposed Budget”) to Agent. Each such Proposed Budget the budget shall be accompanied by an "Approved Budget" for the ensuing calendar year. If at any time during the Term, there is a variance report setting forth actual cash receipts and disbursements Major Increase (defined in subsection 3.2(c) below), Multek shall receive a statement from IBM which identifies the Petition Date through Major Increase. IBM shall provide such back up information relating to the last day Major Increase which Multek may reasonably request. Upon consent of both parties to the proposed changes in the Approved Budget arising out of the preceding month and all variances, on an aggregate basis and, with respect to Specified Budget Line Items, on a line-item basis, for such period from the amounts set forth for the corresponding period in the preceding Approved Budgets (including explanations for each such material variance), certified by the Chief Restructuring Officer as being prepared in good faith and fairly presenting in all material respects the information set forth therein. Each Proposed Budget provided to Agent shall be of no force and effect unless and until it is approved in writing by the Requisite Lenders, and until such approval is given the prior Approved Budget shall remain in effect and no Credit Party may pay any obligations or expenses (excluding legal fees and expenses) other than as permitted (subject to subsection (b) below) in the Current Period of such prior Approved Budget. The Requisite Lenders shall approve or reject each Proposed Budget within four Business Days after delivery by the Borrower to Agent as set forth above, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budget. Any such Proposed Budget, upon the written approval of the Requisite Lenders shall become, as of the date of such approval and for the period of time covered therebyMajor Increase, the Approved Budget, revised budget shall supersede and shall prospectively replace any prior and become the new "Approved Budget." If the parties are unable to agree on the proposed changes, the issues shall be submitted for Mediation. The Approved Budget for the balance of the year 1997 and for calendar year 1998 is set forth in EXHIBIT F and is a summary of the agreed upon charges set forth in SCHEDULES 1-14 of EXHIBIT B.

Approved Budget. During the Contingent Consideration Term, the Principals shall deliver to Buyer for Buyer’s prior approval, which shall not be unreasonably withheld, delayed or conditioned, no later than ten (a10) Subject to subsection (b) and subsection (c) below, none of the Credit Parties shall pay any obligations or expenses (including, without limitation, bonus payments or other compensation to senior management personnel, but excluding legal fees and expenses) except to the extent expressly contemplated and permitted in the Current Period of the Approved Budget applicable at the time of such payment. On or before the Wednesday Business Days prior to the first Monday beginning of each Fiscal Month calendar quarter, a budget for the Surviving Business created in good faith by the Principals that shall set forth the anticipated capital expenditures, revenue, cost of sales and selling, general and administrative investments and costs of the Borrower, commencing with the Wednesday prior to the first Monday of October 2010, the Borrower shall deliver an updated budget Surviving Business (i) for the period of 13 weeks commencing with next succeeding calendar quarter (the first day of such Fiscal Month) (each, a “Proposed Budget”) and (ii) for the calendar quarter that is immediately subsequent to Agentthe quarter for which such Proposed Budget is delivered (the “Subsequent Proposed Budget”). Each The Buyer shall act in good faith and in a timely manner to review all Proposed Budgets and any amendments thereto or modifications thereof. Upon approval in writing by Buyer of a Proposed Budget, and only to the extent of such approval, such Proposed Budget shall become an “Approved Budget.” Any deviation within five percent (5%) of a line item in an Approved Budget will not require any amendment or modification thereto and will not require Buyer’s prior approval under this Section 8.04 or Section 2.04(c). Notwithstanding anything to the contrary in this Section 8.04, Buyer shall not be accompanied deemed to have approved or be contractually bound to provide for the budgetary items found in any Subsequent Proposed Budget. The Approved Budget for the first calendar quarter of 2006 is attached hereto as Schedule 8.05-I and has been agreed to by a variance report setting forth actual cash receipts Buyer. The Subsequent Proposed Budget for the second calendar quarter of 2006 is also attached hereto as Schedule 8.05-II. All proposed expenditures pursuant to an Approved Budget shall be made through Buyer’s central procurement facilities unless otherwise directed by Buyer. If the Principals and disbursements from the Petition Date through the last day of the preceding month and all variances, Buyer are unable to agree on an aggregate basis and, Approved Budget with respect to Specified any calendar quarter prior to the twenty-first (21st) day following the commencement of such calendar quarter, then the Approved Budget Line Items, on a line-item basis, for such period from the amounts set forth for the corresponding period in immediately preceding calendar quarter shall be deemed to be the preceding Approved Budgets Budget for the applicable calendar quarter, as adjusted to deduct all non-recurring items (including explanations for each such material variance)without limitation recruitment fees, certified by relocation expenses and capital expenditures) and to increase amounts attributable to the Chief Restructuring Officer as being prepared in good faith and fairly presenting in all material respects compensation of any employee hired during the information set forth therein. Each Proposed Budget provided immediately preceding quarter to Agent shall be reflect a full quarter’s worth of no force and effect unless and until it is approved in writing by the Requisite Lenders, and until such approval is given the prior Approved Budget shall remain in effect and no Credit Party may pay any obligations or expenses (excluding legal fees and expenses) other than as permitted (subject to subsection (b) below) in the Current Period of such prior Approved Budget. The Requisite Lenders shall approve or reject each Proposed Budget within four Business Days after delivery by the Borrower to Agent as set forth above, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budget. Any such Proposed Budget, upon the written approval of the Requisite Lenders shall become, as of the date of such approval and for the period of time covered thereby, the Approved Budget, and shall prospectively replace any prior Approved Budgetcompensation.

Approved Budget. (a) Subject to subsection (b) and subsection (c) belowTenant hereby acknowledges that Landlord, none in connection with its payment of the Credit Parties Allowance, is expending substantial funds for purposes of Tenant completing Tenant’s Work. To that end, Landlord, while acknowledging that so-called “soft costs” in terms of planning, design, engineering and construction management services are inherently a part of a construction project of the magnitude of Tenant’s Work, is vitally interested in seeing that an appropriate allocation of the Allowance is dedicated to the cost of materials and labor to be incorporated in Tenant’s Work. Therefore, annexed hereto as Exhibit L is a Construction Budget (the “Initial Approved Budget”) setting forth preliminary detailed line item allocations for the various aspects of Tenant’s Work inclusive of so-called “hard costs” and “soft costs”. Landlord acknowledges that the construction process involved in completing Tenant’s Work will be done on a so-called “fast track” basis. It is agreed and understood that the nature of a fast track construction process involves a multi-phase bidding process as to subcontractors and design build applications. At such time as Tenant has determined the final line item budget amounts, Tenant shall pay any obligations submit to Landlord a detailed line item budget indicating the allocations for each line item. In performing Tenant’s Work, Tenant shall use good faith efforts to comply with the line item allocations set forth on the Initial Approved Budget except that nothing contained herein shall be deemed or expenses construed to limit the total amount of “hard costs” for materials and labor incorporated into Tenant’s Work or to limit variations within the line items allocating hard costs within the Initial Approved Budget (including, without limitation, bonus payments it being agreed and understood however that Landlord shall have no responsibility for hard or other compensation to senior management personnel, but excluding legal fees soft costs which in the aggregate exceed the Allowance) . As and expenses) except to the extent expressly contemplated and permitted that Tenant shall exceed the aggregate total line item allocation for “soft costs” set forth in the Current Period Initial Approved Budget by more than 2% of the Approved Budget applicable at the time of such payment. On or before the Wednesday prior to the first Monday of each Fiscal Month entire amount of the BorrowerAllowance, commencing with such excess soft costs shall not be drawn through the Wednesday prior to the first Monday of October 2010, the Borrower shall deliver an updated budget (for the period of 13 weeks commencing with the first day of such Fiscal Month) (each, a “Proposed Budget”) to Agent. Each such Proposed Budget Allowance and shall be accompanied paid for by a variance report setting forth actual cash receipts Tenant at its sole cost and disbursements from the Petition Date through the last day of the preceding month and all variances, on an aggregate basis and, with respect to Specified Budget Line Items, on a line-item basis, for such period from the amounts set forth for the corresponding period in the preceding Approved Budgets (including explanations for each such material variance), certified by the Chief Restructuring Officer as being prepared in good faith and fairly presenting in all material respects the information set forth therein. Each Proposed Budget provided to Agent shall be of no force and effect unless and until it is approved in writing by the Requisite Lenders, and until such approval is given the prior Approved Budget shall remain in effect and no Credit Party may pay any obligations or expenses (excluding legal fees and expenses) other than as permitted (subject to subsection (b) below) in the Current Period of such prior Approved Budget. The Requisite Lenders shall approve or reject each Proposed Budget within four Business Days after delivery by the Borrower to Agent as set forth above, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budget. Any such Proposed Budget, upon the written approval of the Requisite Lenders shall become, as of the date of such approval and for the period of time covered thereby, the Approved Budget, and shall prospectively replace any prior Approved Budgetexpense.

Approved Budget. The term “Approved Budget” shall mean a budget or cost itemization prepared by Borrower and approved by Lender specifying the cost by item of (a) Subject to subsection Land acquisition or refinance and closing costs related thereto, (b) all labor, materials, and subsection services necessary for the construction of the Improvements in accordance with the Plans and all Governmental Requirements, and (c) below, none all other expenses anticipated by Borrower incident to the development of the Credit Parties Property, and the construction of Improvements. The Approved Budget will show total costs of all items and proposed allocation of Advances and Borrower’s Equity to such items. The initial Approved Budget is attached hereto as Exhibit “C-1” and incorporated herein by reference. The Approved Budget may be amended by Borrower, from time to time, with the prior written consent of Lender, which consent will not be unreasonably withheld or delayed. It is contemplated by Borrower and Lender that the Approved Budget shall pay any obligations or expenses (includingbe amended, without limitationas construction of the Improvements is undertaken by Borrower and Loan proceeds are used for payment of portions of the cost of construction. In connection with said amendments, bonus payments or other compensation Borrower shall have the right to senior management personnel, but excluding legal fees and expenses) except to the extent expressly contemplated and permitted in the Current Period reallocate savings and/or surplus on a particular line item of the Approved Budget applicable at the time of such payment. On to one or before the Wednesday more other line items without Lender’s prior to the first Monday of each Fiscal Month written consent; provided that any use of the Borrower, commencing with the Wednesday “Contingency” line item shall require Lender’s prior to the first Monday of October 2010, the Borrower shall deliver an updated budget (for the period of 13 weeks commencing with the first day of such Fiscal Month) (each, a “Proposed Budget”) to Agentapproval. Each such Proposed Budget shall be accompanied by a variance report setting forth actual cash receipts and disbursements from the Petition Date through the last day A copy of the preceding month Budget Revision Request Form and all variancesBudget Revision Request Certification to be utilized by Borrower for amendment of the Approved Budget are attached hereto as Exhibit “C-2” and Exhibit “C-3”, on an aggregate basis and, with respect respectively. Lender hereby agrees not to Specified Budget Line Items, on a line-unreasonably withhold its consent to any budget line item basis, for such period from the amounts set forth for the corresponding period in the preceding Approved Budgets (including explanations for each such material variance), certified by the Chief Restructuring Officer as being prepared in reallocation request and to use good faith and fairly presenting in all material respects the information set forth therein. Each Proposed Budget provided efforts to Agent shall be of no force and effect unless and until it is approved in writing by the Requisite Lenders, and until respond to any such approval is given the prior Approved Budget shall remain in effect and no Credit Party may pay any obligations or expenses request within five (excluding legal fees and expenses5) other than as permitted (subject to subsection (b) below) in the Current Period of such prior Approved Budget. The Requisite Lenders shall approve or reject each Proposed Budget within four Business Days after delivery by the Borrower to Agent as set forth above, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budget. Any such Proposed Budget, upon the written approval of the Requisite Lenders shall become, as of the date of such approval and for the period of time covered thereby, the Approved Budget, and shall prospectively replace any prior Approved BudgetBorrower’s request.

Approved Budget. The term “Approved Budget” shall mean a budget or cost itemization prepared by Borrower and approved by Lender specifying the cost by item of (a) Subject to subsection Land acquisition or refinance and closing costs related thereto, (b) all labor, materials, and subsection services necessary for the construction of the Improvements in accordance with the Plans and all Governmental Requirements, and (c) below, none all other expenses anticipated by Borrower incident to the development of the Credit Parties Property, and the construction of Improvements. The Approved Budget will show total costs of all items and proposed allocation of Advances and Borrower’s Equity to such items. The initial Approved Budget is attached hereto as Exhibit “C-l” and incorporated herein by reference. The Approved Budget may be amended by Borrower, from time to time, with the prior written consent of Lender, which consent will not be unreasonably withheld or delayed. It is contemplated by Borrower and Lender that the Approved Budget shall pay any obligations or expenses (includingbe amended, without limitationas construction of the Improvements is undertaken by Borrower and Loan proceeds are used for payment of portions of the cost of construction. In connection with said amendments, bonus payments or other compensation Borrower shall have the right to senior management personnel, but excluding legal fees and expenses) except to the extent expressly contemplated and permitted in the Current Period reallocate savings and/or surplus on a particular line item of the Approved Budget applicable at the time of such payment. On to one or before the Wednesday more other line items without Lender’s prior to the first Monday of each Fiscal Month written consent; provided that any use of the Borrower, commencing with the Wednesday “Contingency” line item shall require Lender’s prior to the first Monday of October 2010, the Borrower shall deliver an updated budget (for the period of 13 weeks commencing with the first day of such Fiscal Month) (each, a “Proposed Budget”) to Agentapproval. Each such Proposed Budget shall be accompanied by a variance report setting forth actual cash receipts and disbursements from the Petition Date through the last day A copy of the preceding month Budget Revision Request Form and all variancesBudget Revision Request Certification to be utilized by Borrower for amendment of the Approved Budget are attached hereto as Exhibit “C-2” and Exhibit “C-3”, on an aggregate basis and, with respect respectively. Lender hereby agrees not to Specified Budget Line Items, on a line-unreasonably withhold its consent to any budget line item basis, for such period from the amounts set forth for the corresponding period in the preceding Approved Budgets (including explanations for each such material variance), certified by the Chief Restructuring Officer as being prepared in reallocation request and to use good faith and fairly presenting in all material respects the information set forth therein. Each Proposed Budget provided efforts to Agent shall be of no force and effect unless and until it is approved in writing by the Requisite Lenders, and until respond to any such approval is given the prior Approved Budget shall remain in effect and no Credit Party may pay any obligations or expenses request within five (excluding legal fees and expenses5) other than as permitted (subject to subsection (b) below) in the Current Period of such prior Approved Budget. The Requisite Lenders shall approve or reject each Proposed Budget within four Business Days after delivery by the Borrower to Agent as set forth above, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budget. Any such Proposed Budget, upon the written approval of the Requisite Lenders shall become, as of the date of such approval and for the period of time covered thereby, the Approved Budget, and shall prospectively replace any prior Approved Budget.Borrower’s request,

Approved Budget. (a) Subject Attached to subsection (b) this Agreement as Exhibit 4 is the operating budget for the operations and subsection (c) below, none improvements of the Credit Parties Properties for the year ended December 31, 2023. The Manager shall pay any obligations or expenses (including, without limitation, bonus payments or other compensation cause to senior management personnel, but excluding legal fees be prepared and expenses) except shall submit to the extent expressly contemplated Loci Member a proposed operating expense and permitted improvement budget for the properties for each succeeding Fiscal Year in reasonable detail setting forth, among other items, the Current Period estimated receipts and disbursements (capital, operating and other) for the forthcoming Fiscal Year (or partial Fiscal Year). The proposed budget shall be delivered to the Loci Member no later than the last Business Day of the Approved Budget applicable at the time of such payment. On or before the Wednesday November prior to the first Monday of each Fiscal Month beginning of the Borrower, commencing with the Wednesday prior to the first Monday of October 2010, the Borrower shall deliver an updated budget (for the period of 13 weeks commencing with the first day of relevant Fiscal Year or such Fiscal Month) (each, a “Proposed Budget”) to Agent. Each such Proposed Budget shall be accompanied by a variance report setting forth actual cash receipts and disbursements from the Petition Date through the last day of the preceding month and all variances, on an aggregate basis and, with respect to Specified Budget Line Items, on a line-item basis, for such period from the amounts set forth for the corresponding period in the preceding Approved Budgets (including explanations for each such material variance), certified by the Chief Restructuring Officer other date as being prepared in good faith and fairly presenting in all material respects the information set forth therein. Each Proposed Budget provided to Agent shall be of no force and effect unless and until it is approved in writing by the Requisite Lenders, and until such approval is given the prior Approved Budget shall remain in effect and no Credit Party may pay any obligations or expenses (excluding legal fees and expenses) other than as permitted (subject to subsection (b) below) in the Current Period of such prior Approved BudgetLoci Member. The Requisite Lenders Loci Member shall consider such budget and shall promptly, but in no event later than fifteen (15) Business Days after receipt thereof, approve or reject it with proposed additions, deletions and revisions as the Loci Member deems appropriate in its reasonable discretion, [taking into consideration Necessary Expenses, reserves, operating expenses and other appropriate matters]. The Manager and Loci Member shall work in good faith to address objections and revise and agree on the form of annual budget and business plan no later than December 31 of such year. The original Approved Budget for the year ended December 31, 2023, and each Proposed Budget within four Business Days after delivery subsequent budget approved by the Borrower to Agent as set forth above, provided that any failure to approve a Proposed Budget Loci Member shall constitute a rejection of such Proposed be an “Approved Budget”. Any such Proposed Budget, upon the written Until final approval of a budget for each Fiscal Year the Requisite Lenders Manager shall become, as be authorized to continue to operate on the basis of the date of such approval and for the period of time covered thereby, the previous Fiscal Year’s Approved Budget, together with an increase in such Approved Budget equal to (i) the actual increase in expenses associated with real estate taxes and shall prospectively replace assessments, insurance premiums, debt service and utilities relating to the operation and development of the Properties (ii) the actual costs and expenses under any existing agreements, and (iii) the addition of a new line item for such budget in the amount of the greater of (x) three percent (3%), or (y) the increase in the consumer price index from the last day of the prior Approved BudgetFiscal Year to the first day of the current Fiscal Year, which may be reallocated by the Manager in its sole discretion among the budgeted line items from time to time for payment of expenses for such upcoming year.