Common use of Approved Budgets Clause in Contracts

Approved Budgets. The Manager shall prepare or cause to be prepared for each Fiscal Year of the Company and the Subject Companies an operating budget on a consolidated basis setting forth the anticipated revenues and expenses of the Company and each Subject Company for such Fiscal Year. The initial operating budget for the remainder of the Fiscal Year ending December 31, 2015 is attached as Exhibit D hereto. For a succeeding Fiscal Year (commencing with the fiscal year ending December 31, 2016), the Manager shall, not later than the first day of the month preceding the month in which the then current Fiscal Year ends (currently November 1), submit the proposed operating budget for such succeeding Fiscal Year to the Members for their review. If the aggregate expense amount reflected in the proposed operating budget is not more than the lesser of ten percent (10%) above the annual spending projected in the Aggregate Tracking Model for the applicable Fiscal Year and five percent (5%) above the aggregate expense amount reflected in the Approved Budget for the previous Fiscal Year (and in each case, does not include expenditures exceeding $500,000 in aggregate of a type not included in the Aggregate Tracking Model for the applicable Fiscal Year or in the Approved Budget for the previous Fiscal Year, as the case may be), then the Consent of the Members shall not be required and such proposed operating budget shall be deemed approved by all of the Members. If such Consent of the Members is required and if either the Consent of the Members is received or if no Member objects to such proposed operating budget by the last day of the month preceding the month in which the then current Fiscal Year ends (currently November 30), then not later than such date, such operating budget shall be deemed approved by all of the Members (each budget as attached hereto, approved or deemed approved, an “Approved Budget”). If the Consent of the Members is required and not obtained as provided above, then the Manager shall prepare or cause to be prepared a revised operating budget, which shall be submitted to the Members for their approval as set forth in the preceding sentences, and, upon final approval of such operating budget by the Consent of the Members, such budget shall become an Approved Budget hereunder. To the extent that amounts relating to any items of a proposed budget are not approved, the corresponding amounts for the items in the previous Fiscal Year’s Approved Budget will continue as part of the Approved Budget for such year, until a more current amount for such item is approved in accordance with this Section 6.8. The Manager may from time to time during the Fiscal Year propose to amend the Approved Budget to decrease expected expenditures, or, subject to Section 6.2(b)(xiv), to increase expected expenditures and as so amended, any such amended budget shall be the Approved Budget hereunder. Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

Approved Budgets. The (a) At least ninety (90) days prior to the beginning of each fiscal year of Owner which ends December 31 of each year (“Fiscal Year”), Manager shall prepare or cause and submit to be prepared Owner for approval the following: (i) A separate annual budget for operating, repairing, maintaining, marketing, promoting and leasing each Property and projection of monthly Property Income and Property Expenses for each Property for the forthcoming Fiscal Year of the Company and the Subject Companies an operating budget on a consolidated basis setting forth the anticipated revenues and expenses of the Company and each Subject Company for in such Fiscal Year. The initial operating budget for the remainder of the Fiscal Year ending December 31, 2015 format as is attached as Exhibit D hereto. For a succeeding Fiscal Year approved in writing by Owner (commencing with the fiscal year ending December 31, 2016), the Manager shall, not later than the first day of the month preceding the month in which the then current Fiscal Year ends (currently November 1), submit the proposed operating budget for such succeeding Fiscal Year to the Members for their review. If the aggregate expense amount reflected in the proposed operating budget is not more than the lesser of ten percent (10%) above the annual spending projected in the Aggregate Tracking Model for the applicable Fiscal Year and five percent (5%) above the aggregate expense amount reflected in the Approved Budget for the previous Fiscal Year (and in each case, does not include expenditures exceeding $500,000 in aggregate of a type not included in the Aggregate Tracking Model for the applicable Fiscal Year or in the Approved Budget for the previous Fiscal Year, as the case may be), then the Consent of the Members shall not be required and such proposed operating budget shall be deemed approved by all of the Members. If such Consent of the Members is required and if either the Consent of the Members is received or if no Member objects to such proposed operating budget by the last day of the month preceding the month in which the then current Fiscal Year ends (currently November 30), then not later than such date, such operating budget shall be deemed approved by all of the Members (each budget as attached hereto, approved or deemed approved, an “Approved Operating Budget”). If Each Operating Budget shall include a statement as to the Consent amount of rentable square feet in the Members is required and not obtained as provided above, then the Manager shall prepare or cause Property to be prepared a revised operating budgetfurnished by Owner and to be occupied by Manager and its employees as offices at no charge to Manager for the purpose of performing Manager’s obligations under this Agreement. The number, size and location of such offices shall be subject to the approval of Owner’s Representative, which approval shall not be unreasonably withheld. Disbursement categories in the Operating Budget shall be submitted limited to the Members for their approval as set forth in the preceding sentences, and, upon final approval Property Expenses. (ii) An annual budget and projection of such operating budget by the Consent of the Members, such budget shall become an Approved Budget hereunder. To the extent that amounts relating to any items of a proposed budget are not approved, the corresponding amounts capital and extraordinary expenditures for the items forthcoming Fiscal Year (the “Capital Budget”) for each Property in the previous Fiscal Year’s Approved Budget will continue such format as part of the Approved Budget for such year, until a more current amount for such item is approved in accordance writing by Owner. (b) Owner shall consider the proposed budget and shall consult with Manager in the ninety (90) day period prior to the commencement of the next calendar year in order to agree on each Operating Budget and each Capital Budget. Owner shall use its reasonable efforts to approve or disapprove each Operating Budget and each Capital Budget within sixty (60) days after its receipt, but the failure of Owner to approve or disapprove any Operating Budget or Capital Budget within this Section 6.8time period will not indicate the approval of Owner to such Operating Budget or Capital Budget, in whole or in part. Until an Operating Budget and a Capital Budget have been approved in writing by Owner, Manager shall not incur or otherwise expend funds in excess of the amounts set forth on the approved Operating Budget and Capital Budget for the immediately preceding year, if any. (c) The Operating Budget may include the pro-rata salary costs of the employees of Manager may to be employed in the direct management, operation or maintenance of the Property who shall include, but not be limited to, those employees of Manager whose salaries may, from time to time, be charged prorata to the Property for direct management, operation and maintenance services rendered at the Property less than full time. Employees whose salaries are eligible to be charged prorata shall be: (i) “on site” employees who work or provide management, operation or maintenance services at the Property on a full time during or part time basis (“On-Site Employees”); and (ii) employees who do not work “on site” at the Fiscal Year propose to amend Property, but who work exclusively in providing management, operation or maintenance services for the Approved Budget to decrease expected expenditures, or, subject to Section 6.2(b)(xiv), to increase expected expenditures and as so amended, any such amended budget shall be the Approved Budget hereunder. Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and Property which have been filed separately with approved in writing by Owner’s authorized representative as a reimbursable expense (“Off-Site Reimbursable Employees”). Employees whose salaries may not be charged prorata or otherwise include, but are not limited to, general management, administrative and clerical personnel, accountants, auditors and property managers not providing services at the Secretary Property on a full time or part time basis, and all other employees of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934Manager who are not On-Site Employees or Off-Site Reimbursable Employees.

Approved Budgets. The Subject only to any approved revision at any time, each approved operating, marketing and capital expenditure budget shall continue in effect, and Asset Manager shall prepare not incur or cause pay any expense except in conformity with the applicable Approved Budget unless reasonably required for an emergency upon notice to Owner or otherwise approved by Owner in writing. Proposed operating, marketing and capital expenditure budgets shall be prepared submitted to Owner for each Fiscal Year of review and approval in accord with the Company following schedule, which may be revised by Owner from time to time (and once approved, shall be an “Approved Budget”) and the Subject Companies an operating budget Marketing Plan (hereinafter defined) and Operating Plan (hereinafter defined): (i) marketing and capital expenditure budgets including leasing assumptions shall be submitted on a consolidated basis setting forth or before September 11 of each year, (ii) the anticipated revenues and expenses of the Company and each Subject Company for such Fiscal Year. The initial operating budget for the remainder of the Fiscal Year ending December 31, 2015 is attached as Exhibit D hereto. For a succeeding Fiscal Year (commencing with the fiscal year ending December 31, 2016), the Manager shall, not later than the first day of the month preceding the month in which the then current Fiscal Year ends (currently November 1), submit the proposed operating budget for such succeeding Fiscal Year to the Members for their review. If the aggregate expense amount reflected in the proposed operating budget is not more than the lesser of ten percent (10%) above the annual spending projected in the Aggregate Tracking Model for the applicable Fiscal Year and five percent (5%) above the aggregate expense amount reflected in the Approved Budget for the previous Fiscal Year (and in each case, does not include expenditures exceeding $500,000 in aggregate of a type not included in the Aggregate Tracking Model for the applicable Fiscal Year or in the Approved Budget for the previous Fiscal Year, as the case may be), then the Consent of the Members shall not be required and such proposed operating budget shall be deemed approved by all submitted on or before October 6 of the Members. If such Consent of the Members is required each year, (iii) revised operating, marketing and if either the Consent of the Members is received or if no Member objects to such proposed operating budget by the last day of the month preceding the month in which the then current Fiscal Year ends (currently November 30), then not later than such date, such operating budget shall be deemed approved by all of the Members (each budget as attached hereto, approved or deemed approved, an “Approved Budget”). If the Consent of the Members is required and not obtained as provided above, then the Manager shall prepare or cause to be prepared a revised operating budget, which capital expenditure budgets including leasing assumptions incorporating comments from Owner shall be submitted to the Members for their approval as set forth in the preceding sentences, and, upon final approval on or before October 27 of such operating budget by the Consent of the Members, such budget shall become an Approved Budget hereunder. To the extent that amounts relating to any items of a proposed budget are not approved, the corresponding amounts for the items in the previous Fiscal Year’s Approved Budget will continue as part of the Approved Budget for such each year, until a more current amount for such item is approved in accordance and (iv) final operating, marketing and capital expenditure budgets including leasing assumptions shall be submitted on or before December 15 of each year. Asset Manager shall schedule and meet with this Section 6.8. The Manager may Owner from time to time during to review, revise and finalize the Fiscal Year propose to amend the Approved Budget to decrease expected expenditures, or, subject to Section 6.2(b)(xiv), to increase expected expenditures and as so amended, any such amended foregoing items. Each budget shall be prepared on a cash basis. For the fiscal year in which this Agreement commences and until the budgets referred to above have been approved as aforesaid, (i) there shall be no operating, marketing or capital expenditure budget and (ii) Asset Manager shall not pay or permit any Property Manager (hereinafter defined) to pay any expense in excess of $1,500 (and $25,000 in the aggregate) without obtaining consent therefor; provided, however, that Owner hereby consents to Asset Manager paying amounts for proper charges for Property utilities, employee compensation and benefits (as permitted hereunder), recurring service contracts for the Property in place as of the date hereof, debt service, ground rent, insurance and real estate taxes (“Necessary Expenditures”). On or before January 31 of each year which commences after the Effective Date, Asset Manager shall prepare and submit to Owner for review and approval ten year projections for the ensuing ten fiscal years. Asset Manager shall meet with Owner and its designee(s) from time to time to review, revise and finalize the ten-year projections. Notwithstanding anything herein to the contrary, Asset Manager may proceed under the terms of the proposed budget for items that are not objected to and may take any action with respect to items not approved for Necessary Expenditures. In the event that the items to which there is an objection are operational expenditures, as opposed to capital expenditures, Asset Manager shall be required to operate the Property using the prior year’s Approved Budget hereunderuntil approval is obtained. Portions of this ExhibitAsset Manager shall provide Owner such information regarding any budget as may be, indicated from time to time, reasonably requested by the ▇▇▇▇ “[***],” were omitted Owner. Asset Manager may at any time submit a revised budget to Owner, and have been filed separately Owner shall approve or disapprove such revised budget in accordance with the Secretary of same procedure as set forth above. Notwithstanding any provision herein to the Commission contrary, Asset Manager shall not make or permit any expenditure which Owner has expressly prohibited pursuant to the Registrant’s application requesting confidential treatment pursuant a written notification to Rule 24b-2 of the Securities Exchange Act of 1934Asset Manager.

Approved Budgets. The Manager shall prepare or cause to be prepared for each Fiscal Year of the Company and the Subject Companies an operating budget on a consolidated basis setting forth the anticipated revenues and expenses of the Company and each Subject Company for such Fiscal Year. The initial operating budget for the remainder of the Fiscal Year ending December 31, 2015 2017 is attached as Exhibit D hereto. For a succeeding Fiscal Year (commencing with the fiscal year ending December 31, 20162018), the Manager shall, not later than the first day of the month preceding the month in which the then current Fiscal Year ends (currently November 1), submit the proposed operating budget for such succeeding Fiscal Year to the Members for their review. If the aggregate expense amount reflected in the proposed operating budget is not more than the lesser of ten percent (10%) above the annual spending projected in the Aggregate Tracking Model for the applicable Fiscal Year and five percent (5%) above the aggregate expense amount reflected in the Approved Budget for the previous Fiscal Year (and in each case, does not include expenditures exceeding $500,000 in aggregate of a type not included in the Aggregate Tracking Model for the applicable Fiscal Year or in the Approved Budget for the previous Fiscal Year, as the case may be), then the Consent of the Members shall not be required and such proposed operating budget shall be deemed approved by all of the Members. If such Consent of the Members is required and if either the Consent of the Members is received or if no Member objects to such proposed operating budget by the last day of the month preceding the month in which the then current Fiscal Year ends (currently November 30), then not later than such date, such operating budget shall be deemed approved by all of the Members (each budget as attached hereto, approved or deemed approved, an “Approved Budget”). If the Consent of the Members is required and not obtained as provided above, then the Manager shall prepare or cause to be prepared a revised operating budget, which shall be submitted to the Members for their approval as set forth in the preceding sentences, and, upon final approval of such operating budget by the Consent of the Members, such budget shall become an Approved Budget hereunder. To the extent that amounts relating to any items of a proposed budget are not approved, the corresponding amounts for the items in the previous Fiscal Year’s Approved Budget will continue as part of the Approved Budget for such year, until a more current amount for such item is approved in accordance with this Section 6.8. The Manager may from time to time during the Fiscal Year propose to amend the Approved Budget to decrease expected expenditures, or, subject to Section 6.2(b)(xiv), to increase expected expenditures and as so amended, any such amended budget shall be the Approved Budget hereunder. Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

Approved Budgets. (a) The Manager Company shall prepare or cause the Manager to be prepared for prepare not later than November 1 of each Fiscal Year of the Company for the following Fiscal Year, a draft operating and capital budget (the Subject Companies an operating budget on a consolidated basis “Proposed Budget”) setting forth the anticipated revenues revenues, operating expenses and capital expenses of the Company and each Subject Company for such Fiscal Year. The initial operating budget for the remainder Year in a format consistent with that of the Fiscal Year ending December 31, 2015 is attached as Exhibit D hereto. For a succeeding Fiscal Year (commencing with the fiscal year ending December 31, 2016), the Manager shall, not later than the first day of the month preceding the month in which the then current Fiscal Year ends (currently November 1), submit the proposed operating budget for such succeeding Fiscal Year to the Members for their review. If the aggregate expense amount reflected in the proposed operating budget is not more than the lesser of ten percent (10%) above the annual spending projected in the Aggregate Tracking Model for the applicable Fiscal Year and five percent (5%) above the aggregate expense amount reflected in the Approved Budget for the previous Fiscal Year (and in each case2010 attached hereto as Exhibit A-1. The Approved Budget for 2010, does not include expenditures exceeding $500,000 in aggregate of a type not included in the Aggregate Tracking Model for the applicable Fiscal Year or in the Approved Budget for 2011 and each annual operating and capital budget approved hereunder by the previous Fiscal Year, as the case may be), then the Consent of the Members shall not be required and such proposed operating budget Board shall be deemed approved by all of the Members. If such Consent of the Members is required and if either the Consent of the Members is received or if no Member objects to such proposed operating budget by the last day of the month preceding the month in which the then current Fiscal Year ends (currently November 30), then not later than such date, such operating budget shall be deemed approved by all of the Members (each budget as attached hereto, approved or deemed approved, an “Approved Budget”). If the Consent of Board does not approve a Proposed Budget, the Members is required and not obtained as provided above, then Company shall use good faith efforts to prepare or to cause the Manager shall to prepare or cause to be prepared a revised operating budget, which shall be submitted to and capital budget for approval by the Members for their approval as set forth in the preceding sentences, and, Board; and upon final approval of such operating and capital budget by the Consent majority of the MembersDirectors, such operating and capital budget shall become an Approved Budget hereunder. The Approved Budget for Fiscal Year 2010, including anticipated revenues, operating expenses and capital expenses of the Company is attached hereto as Exhibit A-1 (the “Approved Budget for 2010”). The Approved Budget for Fiscal Year 2011, including anticipated revenues, operating expenses and capital expenses of the Company is attached hereto as Exhibit A-2 (the “Approved Budget for 2011”). (b) To the extent that amounts relating to any items Proposed Budget is not approved by the beginning of a proposed budget are not approved, the corresponding amounts for the items in the previous applicable Fiscal Year’s Approved Budget will continue as part of the Approved Budget for such year, then, until a more current amount for such item Proposed Budget is approved in accordance with this Section 6.85.17, the Approved Budget for the operating expense budget for such Fiscal Year shall be equal to the Approved Budget for the immediately prior Fiscal Year, plus a two percent (2%) increase. For avoidance of doubt, the capital expenditure and anticipated revenues components of the Approved Budget for any Fiscal Year after Fiscal Year 2011, shall be subject to Board approval. The Manager may from time to time Board shall perform a review of the Approved Budget at the conclusion of each Fiscal Quarter during the any Fiscal Year propose to and within twenty (20) Business Days amend the Approved Budget for such Fiscal Year to increase or decrease expected expenditures, or, subject to Section 6.2(b)(xiv), to increase expected expenses or expenditures and as so amended, any such amended operating and capital budget shall constitute an Approved Budget hereunder. (c) With respect to the Approved Budget for 2010 and the Approved Budget for 2011, the Company may, or the Manager pursuant to the Transition Services Agreement, may incur capital expenditures during Fiscal Year 2010 and Fiscal Year 2011 of up to one hundred ten percent (110%) of the aggregate capital expenditures set forth in the Approved Budget for 2010 and Approved Budget for 2011. Any variances from the Approved Budget for (i) any Fiscal Year other than Fiscal Year 2010 and Fiscal Year 2011, (ii) operating expenditures for Fiscal Year 2010 and Fiscal Year 2011, and (iii) capital expenditures for Fiscal Year 2010 or Fiscal Year 2011, as applicable, in excess of one hundred ten percent (110%) of the aggregate capital expenditure amount in the case of capital expenditures as set forth in the capital expenditures budget included in the Approved Budget for Fiscal Year 2010 and the Approved Budget for 2011, shall require the approval of the majority of the Directors, and if so approved, each such variance shall be added to the Approved Budget for such Fiscal Year which, as so amended, shall thereafter be the Approved Budget hereunderfor such Fiscal Year. Portions of this Exhibit, indicated Each Approved Budget shall include all amounts payable by the ▇▇▇▇ “[***],” were omitted and have been filed separately with Company under the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934Transition Services Agreement, if any.

Approved Budgets. The Manager shall prepare or cause and submit to be prepared for each Fiscal Year Owner and any lender of the Company and the Subject Companies an Owner which Owner so notifies Manager to submit, a proposed operating budget on and a consolidated basis setting forth the anticipated revenues and expenses of the Company and each Subject Company for such Fiscal Year. The initial operating proposed capital budget for the remainder promotion, operation, repair and maintenance of the Fiscal Year ending December 31, 2015 is attached as Exhibit D hereto. For a succeeding Fiscal Year (commencing with the fiscal year ending December 31, 2016), the Manager shall, not later than the first day of the month preceding the month in which the then current Fiscal Year ends (currently November 1), submit the proposed operating budget for such succeeding Fiscal Year to the Members for their review. If the aggregate expense amount reflected in the proposed operating budget is not more than the lesser of ten percent (10%) above the annual spending projected in the Aggregate Tracking Model for the applicable Fiscal Year and five percent (5%) above the aggregate expense amount reflected in the Approved Budget for the previous Fiscal Year (and in each case, does not include expenditures exceeding $500,000 in aggregate of a type not included in the Aggregate Tracking Model for the applicable Fiscal Year or in the Approved Budget for the previous Fiscal Year, as the case may be), then the Consent of the Members shall not be required and such proposed operating budget shall be deemed approved by all of the Members. If such Consent of the Members is required and if either the Consent of the Members is received or if no Member objects to such proposed operating budget by the last day of the month preceding the month in which the then current Fiscal Year ends (currently November 30), then not later than such date, such operating budget shall be deemed approved by all of the Members (each budget as attached hereto, approved or deemed approved, an “Approved Budget”). If the Consent of the Members is required and not obtained as provided above, then the Manager shall prepare or cause to be prepared a revised operating budgetProperty, which shall be submitted delivered no later than November 30 of the calendar year prior to such operating year which budget shall include, but not be limited to, the items required to be given by the Owner to a mortgagee under the terms of any mortgage encumbering Owner's interest in the Property. Owner will consider the proposed budgets and will consult with Manager in the ensuing period prior to the Members for their approval as set forth commencement of the forthcoming calendar year to determine an "Approved Operating Budget" and an "Approved Capital Budget". Owner may determine in its sole discretion, the preceding sentencescontent of any Approved Operating Budget or Approved Capital Budget. Prior to the commencement of the calendar year, and, upon final Owner will notify Manager in writing of its approval of such operating the proposed budgets and any changes therein required by Owner. If Owner shall fail to notify Manager of its approval or disapproval of the budget by the Consent commencement of the Membersapplicable calendar year, such budget Manager shall become an be permitted to proceed under the prior year’s Approved Operating Budget hereunder. To with a 3% increase to each discretionary line item and the extent that amounts relating to any appropriate increase for non-discretionary line items of (i.e., taxes) until a proposed budget are has been approved hereunder. Manager shall use all reasonable diligence and employ all reasonable efforts so that the actual costs of maintaining and operating the Property shall not approvedexceed the greater of: (i) 3% of any line item, or (ii) $5,000 for any line item. All expenses shall be charged to the corresponding amounts proper accounts as specified in a chart of accounts theretofore approved by Owner and no expense shall be classified or reclassified for the items purpose of avoiding an excess in the previous Fiscal Year’s Approved Budget will continue as part annual budgeted amount in an accounting category. Manager shall report to Owner monthly per section 4.3 of this agreement any expenditure in excess of the greater of: (i) 3% over any line item, and (ii) $5,000 over any line item of the annual budgeted amount or the Approved Operating Budget for such year, until a more current amount for such item is approved or the Approved Capital Budget. During each calendar year Manager shall immediately inform Owner of any increases or decreases in accordance with this Section 6.8. The Manager may from time to time excess of $15,000 in costs and expenses that were not foreseen during the Fiscal Year propose to amend budget preparation period and not reflected in either the Approved Operating Budget to decrease expected expenditures, or, subject to Section 6.2(b)(xiv), to increase expected expenditures and as so amended, any such amended budget shall be or the Approved Budget hereunder. Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934Capital Budget.