Common use of Annual Budget Clause in Contracts

Annual Budget. Borrowers' Designee (on behalf of Borrowers) shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)).

Annual Budget. Borrowers' Designee (a) The Company and its Subsidiaries shall be operated in accordance with an annual budget, as it may be annually updated from time to time pursuant to this Section 3 (the “Annual Budget”). The initial Annual Budget for the period beginning on behalf of Borrowers) the Effective Date and ending on December 31, 2018, including the related variances, is attached hereto as Schedule B-1 (the “Initial Annual Budget”). For each Fiscal Year thereafter, the Asset Manager shall prepare be responsible for preparing and submit (or shall cause Manager submitting to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, Company Board for approval by Lender, which approval shall not be unreasonably withheld or delayed, as a Major Decision in accordance with the terms of the Company LLC Agreement a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such updated Annual Budget, including the related variances. The Annual Budget shall consist be prepared by the Asset Manager in accordance with the protocols (including the preparation of the back-up materials on the timetable set forth therein) set forth on Schedule B-2 hereto (the “Budget Development Protocols”). The Annual Budget for each Fiscal Year shall be prepared with the same detail and line items as set forth in the Initial Annual Budget and such other detail as the members of the Company Board appointed by the Preferred Partners in accordance with Section 4.3(c) of the Parent LP Agreement (the “Preferred Board Members”) may reasonably request. In connection with the review of a proposed Annual Budget, the Preferred Board Members may reasonably request additional information regarding the materials supporting the proposed Annual Budget or such other information as is necessary or desirable to enable review of such proposed Annual Budget, and the Asset Manager shall provide such requested information. The Preferred Board Members shall consent to or reject the proposed Annual Budget, or request additional information (as provided for above), within ten (10) Business Days following (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item receipt of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such proposed Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and or (ii) a Capital Expense budget showing, on a month-by-month basisreceipt of all additional information that is, in reasonable detailthe determination of the Preferred Board Members, necessary or desirable to enable review of such proposed Annual Budget. The Asset Manager shall comply with the Budget Development Protocols regarding the Preliminary Budget for each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET")Fiscal Year. Until such time that any Annual Budget has been approved by Lender, the prior Approved The Annual Budget shall apply be prepared and submitted annually by the Asset Manager no later than December 10, 2018 for the next Fiscal Year and thereafter by December 10 of each year with respect to the following Fiscal Year. The Annual Budget for each Fiscal Year shall include use of the pre-funded reserve amounts as shown on Schedule B-3 hereto for the four Fiscal Quarters comprising such Fiscal Year. In connection with the submission of the Annual Budget, the Asset Manager shall also prepare and submit to the Company Board an annual business plan for Parent and its Subsidiaries, including a responsible five-year operations forecast, including the operating metrics set forth on Schedule B-4 hereto (the “Annual Plan”). The Preferred Board Members, or their designated representatives, shall be provided reasonable access to all purposes hereunder information, data, reports, models and analyses relied on in developing the Annual Plan (with such adjustments as reasonably determined including, for the avoidance of doubt, all financial and silvicultural assumptions, constraints, supporting stand level data, merchantable timber volumes, pre-merchantable acres by Lender (including increases for any non-discretionary expenses)species and age class, and acres by land classification).

Annual Budget. Borrowers' Designee Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (on behalf of Borrowers) the “Approved Initial Budget”). Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th November 1 of each year thereafter during the Term until such Cash Trap Period has endedAnnual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, for approval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each so long as no Event of Default is continuing). An Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, during a Trigger Period or any revisions to such Annual Budget. The Annual Budget submitted prior to the commencement of a Trigger Period, shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as an “Approved Annual Budget”. In the "APPROVED OPERATING BUDGET"), and (ii) event of a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item Transfer of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as any Property the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments be reduced as reasonably determined by Lender in consultation with Borrower in order to reflect the removal of such Property and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in the event such Transfer is made in connection with a substitution under Section 2.4.3(a). If Lender has the right to approve an Annual Budget pursuant to this Section 6.8.3, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (including increases which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). The “Monthly Budgeted Amount” for each Monthly Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses and Capital Expenditures for the Interest Period related to such Monthly Payment Date. If during any non-discretionary expenses))Trigger Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior to the commencement of the calendar year to which such budget relates then the previous Approved Annual Budget shall continue to be deemed to be the Approved Annual Budget for that calendar year, except that the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budget.

Annual Budget. Borrowers' Designee (For the partial year period commencing on behalf of Borrowers) the date hereof, and for each calendar year thereafter, the Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 an Annual Budget not later than sixty (60) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a Cash Trap Period budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and by December 15th of for each calendar year thereafter during the Term until such Cash Trap Period has endeda Trigger Period, for approval by shall be subject to Lender's written approval, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been as approved by Lender, such operating expense budget shall be referred to herein as the an "APPROVED OPERATING BUDGETApproved Annual Budget"). In the event that Lender objects to a proposed Annual Budget submitted by Borrower or an Operating Lessee, and Lender shall advise Borrower of such objections within thirty (ii30) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses days after receipt thereof (and once deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, such Annual Budget has been approved by and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, such Capital Expense budget shall be referred or cause Operating Lessee to herein as revise, the "APPROVED CAPITAL BUDGET")same in accordance with the process described in this subsection until the Lender approves the Annual Budget. Until such time that any Lender approves a proposed Annual Budget has been approved by LenderBudget, the prior most recently Approved Annual Budget shall apply for all purposes hereunder (with apply; provided that, such adjustments as reasonably determined by Lender (including Approved Annual Budget shall be adjusted to reflect actual increases for any non-discretionary in real estate taxes, insurance premiums and utilities expenses)).

Annual Budget. Borrowers' Designee (on behalf of Borrowersa) Borrower or Operating Lessee shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th 31 of each year thereafter the Annual Budget for the succeeding Fiscal Year; Borrower shall also submit any updates to such Annual Budget; provided that during the Term until such Cash Trap Period has endedcontinuance of any Trigger Period, Borrower shall submit an Annual Budget to Lender by December 1 of each year. Each Annual Budget shall include Operating Expenses and Capital Expenditure which are based upon, and consistent with, what is reasonable and customary for approval by Lenderproperties similar in size, location and nature to the Properties. During the continuance of any Trigger Period, the Annual Budget then currently in place shall be deemed approved, but Lender shall have the right to approve any amendment thereto and each subsequent Annual Budget (which approval shall not be unreasonably withheld withheld, conditioned or delayed, delayed so long as no Event of Default is continuing) and shall further have the right to require Borrower to furnish Lender on a proposed pro forma budget biannual basis for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each its approval an update of such Annual Budget (which update shall be subject to Lender’s approval, such approval not to be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). Annual Budgets and/or updates thereof submitted to Lender in accordance herewith and, if Lender approval is then required hereunder, approved or deemed approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET"))in accordance with Section 4.9.5(b) hereof, and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as an “Approved Annual Budget”. During the "APPROVED OPERATING BUDGET")continuance of a Trigger Period, and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender to reflect actual increases in Taxes, Insurance Premiums and utilities expenses and variable Operating Expenses that directly relate to increases in revenue). None of Borrower, Operating Lessee, or Manager shall change or modify an Approved Annual Budget, as it may be updated in accordance herewith, that has been approved or deemed approved by Lender without the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed so long as there is no Event of Default then continuing (including increases for any non-discretionary expenses)until such time as the applicable Trigger Period ends, after which unless and until a new Trigger Period shall begin, no Lender consent shall be required and Borrower may change or modify an Approved Annual Budget in accordance with the terms of this Section 4.9.5).

Annual Budget. Borrowers' Designee Prior to the Closing Date, Borrower has submitted and Lender has approved an Annual Budget for the 2014 calendar year (on behalf of Borrowers) the “Approved Initial Budget”). Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th November 1 of each year thereafter during the Term until such Annual Budget relating to the Properties for the succeeding calendar year. During the continuance of a Cash Trap Period has endedSweep Period, for approval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably unreasonably, conditioned or delayed withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each so long as no Event of Default is continuing). An Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, during a Cash Sweep Period or any revisions to such Annual Budget. The Annual Budget submitted prior to the commencement of a Cash Sweep Period, shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as an “Approved Annual Budget”. In the "APPROVED OPERATING BUDGET"), and (ii) event of a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item Transfer of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as any Property the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments be reduced as reasonably determined by Lender in consultation with Borrower in order to reflect the removal of such Property and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in the event such Transfer is made in connection with a substitution under Section 2.4.2(a). If Lender has the right to approve an Annual Budget pursuant to this Section 4.3.2, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (including increases which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). The “Monthly Budgeted Amount” for each Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses for the Interest Period related to such Payment Date, but excluding management fees, Property Taxes that are required to be deposited into the Tax Subaccount pursuant to Section 6.1 and Insurance Premiums that are required to be deposited into the Insurance Subaccount pursuant to Section 6.2. If during any non-discretionary expenses))Cash Sweep Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior to the commencement of the calendar year to which such budget relates then the previous Approved Annual Budget shall continue to be deemed to be the Approved Annual Budget for that calendar year.

Annual Budget. Borrowers' Designee Lessor shall, prior to January 1st of each year, provide Lessee with an estimate of the Operating Costs for the next calendar year, which estimate shall be prepared by Lessor using the latest information available. Lessee shall pay to Lessor with each monthly installment of rent Additional Rent equal to one twelfth (on behalf I/I2th) of BorrowersLessees annual pro rata share of the estimated Operating Costs based upon the budget for that calendar year. Lessor shall within ninety (90) shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th the close of each calendar year thereafter during the Term until give Lessee a statement of such Cash Trap Period has endedyear’s actual Operating Costs with a comparison of the estimated Operating Costs for the previous year (the "Actual Costs Statement"). Within thirty (30) days after the delivery of the Actual Costs Statement, Lessee shall be entitled to take a credit in the same amount of any overpayment against the next installment of Rent due or, if appropriate, Lessee shall pay Lessor, a lump sum payment of the difference between Lxxxxx’s pro rata share of estimated Operating Costs for approval the previous calendar year and Lxxxxx’s pro rata share of the actual Operating Costs for such year. Should this Lease commence or terminate any other time than the first day of a calendar year, the lump sum payment adjustment shall be calculated by Lenderusing a fraction, the numerator-of which is the number of days of the Tenn during the commencement or termination year, as the case may be, and the denominator of 365. During the last full or partial calendar year during the Term, Lessee pro rata share of Operating Costs shall be based solely upon the estimate of Operating Costs prepared by Lessor for such calendar year. Operating Costs for 2021 are estimated to equal $7.46 psf. Within ninety (90) days after receipt of Lxxxxx’s statement setting forth actual Operating Costs, Lxxxxx shall have the right to audit at Lessor’s local offices, at Lessee’s expense, Lxxxxx’s accounts and records relating to Operating Costs. Such audit shall be conducted by a certified public accountant approved by Lessor, which approval shall not be unreasonably withheld withheld, or delayedby Lxxxxx’s independent lease administration consultants who shall not be compensated on a contingency or percentage basis. If such audit reveals that Lxxxxx has overcharged Lessee, a proposed pro forma budget for the Property for amount overcharged shall be paid to Lessee within thirty (30) days after the succeeding calendar year audit is concluded. If such audit reveals that Lessor has undercharged Lessee, the amount of undercharge shall be paid by Lessee to Landlord within 30 days after the audit is conducted. In addition, if the Operating Costs included in the Actual Costs Statement exceed the actual Operating Costs which should have been charged to Lessee by more than five percent (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")5%), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist the cost of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget the audit shall be referred paid by Lxxxxx. Lessee may not withhold any payment due as set forth in this Lease pending completion of the audit. Lessor shall have the right to herein as review the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred audit findings before Lxxxxx agrees to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))payment.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th 15 of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for during the succeeding calendar fiscal year commencing January 1 and ending December 31 (the "ANNUAL BUDGETAnnual Budget", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), ) and, promptly after preparation thereof, any subsequent revisions to such Annual Budget. The Annual Budget shall consist of (ia) an operating expense budget (the "Operating Budget") showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' the Borrower's anticipated operating income and operating expenses Operating Expenses (on a cash and an accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET")reserves, and (iib) a Capital Expense budget Budget (the "Capital Budget") showing, on a month-by-month an annual basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Expenses. A copy of the Annual Budget has been approved by Lenderfor the period commencing on the date hereof and ending on December 31, such 1998 is attached hereto as Exhibit C. From and after the occurrence of a Cash Management Event, the Capital Expense budget Budget shall be referred subject to herein as Lender's approval, which approval shall not be unreasonably withheld or delayed. Lender's failure to approve or disapprove any Capital Budget within thirty (30) days after Lender's receipt thereof shall be deemed to constitute Lender's approval thereof. Following the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by LenderOptional Prepayment Date, the prior Approved Annual Operating Budget shall apply be subject to Lender's approval, which approval shall not be unreasonably withheld or delayed. Lender's failure to approve or disapprove any Operating Budget within thirty (30) days after Lender's receipt thereof shall be deemed to constitute Lender's approval thereof. Following the Optional Prepayment Date, Borrower shall make no expenditure related to the Property in excess of one hundred five percent (105%) of the amount budgeted for all purposes hereunder that expenditure without Lender's prior approval, which approval shall not be unreasonably withheld or delayed. (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expensess)).

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th June 1 of each year thereafter during the Term until such Cash Trap Period has endedAnnual Budget for the succeeding Fiscal Year. During the continuance of a Trigger Period, for approval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably withheld so long as no Event of Default is continuing). Annual Budgets delivered to Lender (other than during the continuance of a Trigger Period) or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as during the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget continuance of a Trigger Period) shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as an “Approved Annual Budget”. During the "APPROVED OPERATING BUDGET")continuance of a Trigger Period, and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including to reflect actual increases for any non-discretionary in Taxes, Insurance Premiums and utilities expenses)). To the extent Lender has approval rights over an Annual Budget pursuant to this Section 4.9.5, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender. During the continuance of a Trigger Period, Lender may require Borrower, on a quarterly basis, to furnish to Lender for approval (which approval shall not be unreasonably withheld provided no Event of Default exists) an updated Annual Budget.

Annual Budget. Borrowers' Designee (on behalf of Borrowersa) Borrower shall prepare and submit (or shall cause Manager Owner to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th 31 of each year thereafter the Annual Budget for the succeeding Fiscal Year; Borrower shall also submit any updates to such Annual Budget; provided that during the Term until such Cash Trap Period has endedcontinuance of any Trigger Period, Borrower shall submit an Annual Budget to Lender by December 1 of each year. Each Annual Budget shall include Operating Expenses and Capital Expenditure which are based upon, and consistent with, what is reasonable and customary for approval by Lenderproperties similar in size, location and nature to the Properties. During the continuance of any Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably withheld withheld, conditioned or delayed, delayed so long as no Event of Default is continuing) and shall further have the right to require Borrower to furnish Lender on a proposed pro forma budget biannual basis for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each its approval an update of such Annual Budget (which update shall be subject to Lender’s approval, such approval not to be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). Annual Budgets and/or updates thereof submitted to Lender in accordance herewith and, if Lender approval is then required hereunder, approved or deemed approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET"))in accordance with Section 4.9.5(b) hereof, and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as an “Approved Annual Budget”. During the "APPROVED OPERATING BUDGET")continuance of a Trigger Period, and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with each line item of such Annual Budget increased by four percent (4%) and with such other adjustments as reasonably determined by Lender (including to reflect actual increases for any non-discretionary in Taxes, Insurance Premiums and utilities expenses). Neither Borrower nor Manager shall (nor shall they permit Owner to) change or modify an Approved Annual Budget, as it may be updated in accordance herewith, that has been approved or deemed approved by Lender without the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed so long as there is no Event of Default then continuing (until such time as the applicable Trigger Period ends, after which unless and until a new Trigger Period shall begin), no Lender consent shall be required and Borrower may change or modify (or permit Owner to change or modify) an Approved Annual Budget in accordance with the terms of this Section 4.9.5.

Annual Budget. Borrowers' Designee Prior to the Closing Date, and annually thereafter not later than thirty (on behalf 30) days prior to the commencement of Borrowersthe calendar year, Borrower shall submit to the Lender for the Lender’s written approval an annual budget setting forth Borrower’s good faith estimate of Gross Income from Operations, Operating Expenses, and Capital Expenditures for the applicable Fiscal Year. Lender shall have the right to approve such budget (such approval to be in the Lender’s sole and absolute discretion during any period where Lender is taking action to remove the Manager, and otherwise to be in Lender’s reasonable discretion). If Lender objects to the proposed budget, Lender shall advise Borrower of such objections within fifteen (15) shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after receipt thereof (and deliver to Borrower a Cash Trap Period reasonably detailed description of such objections) and by December 15th Borrower shall within ten (10) days after receipt of each year thereafter during notice of any such objections revise such budget and resubmit the Term same to Lender, with such procedure to be repeated until such Cash Trap Period has endedtime as Lender shall approve such budget. Each such budget approved by Lender in accordance with terms hereof, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma as well as the budget for the Property for the succeeding current calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as on the "APPROVED ANNUAL BUDGET"))Closing Date, and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such an “Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Budget.” Until such time that any Lender has approved a proposed Annual Budget has been approved by LenderBudget, the prior Approved most recently approved Annual Budget shall apply apply, provided that such Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expenses and shall otherwise be adjusted to reflect any change during the preceding year in the Consumer Price Index. Borrower may at any time propose an amendment to an Annual Budget for the remainder of the then current calendar year, and, when approved as provided below, such amended Annual Budget shall be deemed to be and shall be effective as the Annual Budget for such calendar year. Prior to making any expenditures not reflected in the then current Annual Budget in excess of an aggregate amount of five percent (5%) of the Annual Budget per annum, Borrower shall propose an amendment to the Annual Budget to Lender for its reasonable approval. Copies of any such proposed amended Annual Budget shall be furnished at least thirty (30) days before final adoption thereof to Lender for its approval. Lender shall have thirty (30) days after receipt of any proposed amendment to the Annual Budget to approve or disapprove such proposed amendment. Borrower’s request for approval of the proposed amendment to the Annual Budget shall be deemed approved if (i) Lender shall have failed to notify Borrower of its approval or disapproval within such thirty (30) day period following Lender’s receipt of Borrower’s written request together with any and all purposes hereunder (with such adjustments as information and documentation relating thereto reasonably determined requested by Lender to reach a decision and provided the request to Lender is marked in bold lettering with the following: “LENDER’S RESPONSE IS REQUIRED WITHIN THIRTY (including increases for any non30) DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the request must be marked “PRIORITY”, (ii) Borrower shall have delivered to Lender a written notice of Lender’s failure to respond to Borrower’s request on or after the end of such 30-discretionary expensesday period, and (iii) Lender shall have failed to notify Borrower of its approval or disapproval within ten (10) days following Lender’s receipt of the notice described in clause (ii)). Notwithstanding the foregoing, Borrower shall be permitted to expend an amount up to $500,000 per annum to make emergency repairs to the Property or otherwise to respond to an emergency affecting the Property.

Annual Budget. Borrowers' Designee (on behalf of Borrowersa) Borrower or Leasehold Pledgor shall prepare and submit (or shall cause Manager Owner or Operating Lessee to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th 31 of each year thereafter the Annual Budget for the succeeding Fiscal Year; Borrower shall also submit any updates to such Annual Budget; provided that during the Term until such Cash Trap Period has endedcontinuance of any Trigger Period, Borrower shall submit an Annual Budget to Lender by December 1 of each year. Each Annual Budget shall include Operating Expenses and Capital Expenditure which are based upon, and consistent with, what is reasonable and customary for approval by Lenderproperties similar in size, location and nature to the Properties. During the continuance of any Trigger Period, the Annual Budget then currently in place which shall be deemed approved, but Lender shall have the right to approve any amendment thereto and each subsequent Annual Budget (which approval shall not be unreasonably withheld withheld, conditioned or delayed, delayed so long as no Event of Default is continuing) and shall further have the right to require Borrower to furnish Lender on a proposed pro forma budget biannual basis for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each its approval an update of such Annual Budget (which update shall be subject to Lender’s approval, such approval not to be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). Annual Budgets and/or updates thereof submitted to Lender in accordance herewith and, if Lender approval is then required hereunder, approved or deemed approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET"))in accordance with Section 4.9.5(b) hereof, and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as an “Approved Annual Budget”. During the "APPROVED OPERATING BUDGET")continuance of a Trigger Period, and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender to reflect actual increases in Taxes, Insurance Premiums and utilities expenses and variable Operating Expenses that directly relate to increases in revenue). None of Borrower, Leasehold Pledgor nor Manager shall (including increases for any non-discretionary expensesnor shall they permit Owner or Operating Lessee to) change or modify an Approved Annual Budget, as it may be updated in accordance herewith, that has been approved or deemed approved by Lender without the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed so long as there is no Event of Default then continuing (until such time as the applicable Trigger Period ends, after which unless and until a new Trigger Period shall begin)), no Lender consent shall be required and Borrower may change or modify (or permit Owner or Operating Lessee to change or modify) an Approved Annual Budget in accordance with the terms of this Section 4.9.5.

Annual Budget. Borrowers' Designee Prior to the Closing Date, Borrower has submitted and Lender has approved an Annual Budget for the remaining portion of the 2016 calendar year (on behalf of Borrowers) the “Approved Initial Budget”). Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th November 1 of each year thereafter during the Term until such Annual Budget relating to the Properties for the succeeding calendar year. During the continuance of a Cash Trap Period has endedSweep Period, for approval by LenderLender shall have the right to approve each Annual Budget or portion thereof, as applicable (which approval shall not be unreasonably unreasonably, conditioned or delayed withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each so long as no Event of Default is continuing). An Annual Budget so approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, or any revisions to such Annual Budget. The Annual Budget submitted prior to the commencement of a Cash Sweep Period shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as an “Approved Annual Budget”. In the "APPROVED OPERATING BUDGET"), and (ii) event of a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item Transfer of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as any Property the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments be reduced as reasonably determined by Lender in consultation with Borrower in order to reflect the removal of such Property and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in the event such Transfer is made in connection with a substitution under Section 2.4.2(a). If Lender has the right to approve an Annual Budget (including increases or portion thereof) pursuant to this Section 4.3.2, Borrower shall not change or modify the Annual Budget (or such portion) that has been approved by Lender without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). The “Monthly Budgeted Amount” for each Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses for the Interest Period related to such Payment Date, but excluding management fees, Property Taxes that are required to be deposited into the Tax Subaccount pursuant to Section 6.1 and Insurance Premiums that are required to be deposited into the Insurance Subaccount pursuant to Section 6.2. If during any non-discretionary expenses)Cash Sweep Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior to the commencement of the calendar year (or applicable portion thereof) to which such budget relates then the previous Approved Annual Budget (or applicable portion thereof) shall continue to be deemed to be the Approved Annual Budget for that calendar year (or applicable portion thereof).

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 thirty (30) days after a Cash Trap Management Period and by December 15th November 30th of each year thereafter during the Term until such Cash Trap Management Period has ended, for approval by Lender, which approval shall not be unreasonably withheld withheld, conditioned or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET"“Annual Budget”, and each Annual Budget approved (or deemed approved pursuant to the terms of this Section 6.3.6) by Lender is referred to herein as the "APPROVED ANNUAL BUDGET"“Approved Annual Budget”)), and, promptly after preparation thereof, any revisions to such Annual Budget. Lender’s failure to approve or disapprove any Annual Budget or revision within thirty (30) days after Lender’s receipt thereof shall be deemed to constitute Lender’s approval thereof. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' the Borrower’s anticipated operating income and operating expenses (on a cash and an accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 6.3.6) by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"“Approved Operating Budget”), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 6.3.6) by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"“Approved Capital Budget”). Until such time that any Annual Budget has been approved (or deemed to have been approved) by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)).

Annual Budget. Borrowers' Designee (on behalf of Borrowers) shall prepare and submit (or shall cause Manager to prepare and submit) Borrower has previously delivered to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget Annual Budget for the Property for the succeeding calendar year (2003 Fiscal Year. At least 30 days prior to the "ANNUAL BUDGET"commencement of each subsequent Fiscal Year during the term of the Loan, and each Borrower shall deliver to Lender an Annual Budget approved by Lender is referred to herein as for the "APPROVED ANNUAL BUDGET")), Property for the ensuing Fiscal Year and, promptly after preparation thereof, any subsequent revisions to such the Annual Budget. The Upon the occurrence and during the continuance of an Event of Default, in the event Lender reasonably determines that (i) actual Capital Expenditures or actual Operating Expenses for any relevant period covered by the existing Approved Budget are likely to be less than the amount budgeted therein or (ii) certain Operating Expenses need to be adjusted to normalize such Operating Expenses, Lender may require Borrower to Modify the Annual Budget accordingly. Each Annual Budget and any Modifications thereto (including Modifications to reflect Unanticipated Expenses) shall be subject to Lender’s written approval (the Annual Budget and Modifications thereto, as so approved, the “Approved Budget”); provided, however, that (1) in the absence of Lender’s request for Modification as provided above during an Event of Default, Borrower shall not Modify any Annual Budget more than once in any 30-day period, and (2) so long as no Event of Default is continuing, the consent of Lender to any such Annual Budget and any such Modifications shall not be unreasonably withheld or delayed. Lender shall respond within ten (10) Business Days after Lender’s receipt of Borrower’s written request for approval of any Annual Budget and within five (5) Business Days after Lender’s receipt of Borrower’s written request for any proposed Modification thereof. The written request to be delivered by Borrower as set forth in the immediately prior sentence, shall consist of a letter containing a legend in bold letters stating that Lender’s failure to respond within said ten (i10) an operating expense budget showingor five (5) Business Days, on a month-by-month basisas applicable, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required shall be deemed consent or approval. Lender shall be deemed to establish, maintain and/or increase any monthly payments required hereunder (and once such have approved or consented to the Annual Budget or Modification thereto if Lender fails to respond to such written request before the expiration of such ten (10) or five (5) Business Day period, as applicable. During any period that Lender has not approved or been deemed to have approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such proposed Annual Budget has been approved by Lender, such Capital Expense budget shall be referred submitted to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior previous Approved Annual Budget shall apply remain in effect, except for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any nonNon-discretionary expenses))Discretionary Items, which shall be adjusted to reflect the actual costs thereof during the relevant period.

Annual Budget. Borrowers' Designee (a) The Company and its Subsidiaries shall be operated in accordance with an annual budget, as it may be annually updated from time to time pursuant to this Section 3 (the “Annual Budget”). The initial Annual Budget for the period beginning on behalf of Borrowers) the Effective Date and ending on December 31, 2018, including the related variances, is attached hereto as Schedule B-1 (the “Initial Annual Budget”). For each Fiscal Year thereafter, the Asset Manager shall prepare be responsible for preparing and submit (or shall cause Manager submitting to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, Company Board for approval by Lender, which approval shall not be unreasonably withheld or delayed, as a Major Decision in accordance with the terms of the Company LLC Agreement a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such updated Annual Budget, including the related variances. The Annual Budget shall consist be prepared by the Asset Manager in accordance with the protocols (including the preparation of the back-up materials on the timetable set forth therein) set forth on Schedule B-2 hereto (the “Budget Development Protocols”). The Annual Budget for each Fiscal Year shall be prepared with the same detail and line items as set forth in the Initial Annual Budget and such other detail as the members of the Company Board appointed by the Preferred Partners in accordance with Section 4.3(c) of the Parent LP Agreement (the “Preferred Board Members”) may reasonably request. In connection with the review of a proposed Annual Budget, the Preferred Board Members may reasonably request additional information regarding the materials supporting the proposed Annual Budget or such other information as is necessary or desirable to enable review of such proposed Annual Budget, and the Asset Manager shall provide such requested information. The Preferred Board Members shall consent to or reject the proposed Annual Budget, or request additional information (as provided for above), within ten (10) Business Days following (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item receipt of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such proposed Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and or (ii) a Capital Expense budget showing, on a month-by-month basisreceipt of all additional information that is, in reasonable detailthe determination of the Preferred Board Members, necessary or desirable to enable review of such proposed Annual Budget. The Asset Manager shall comply with the Budget Development Protocols regarding the Preliminary Budget for each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET")Fiscal Year. Until such time that any Annual Budget has been approved by Lender, the prior Approved The Annual Budget shall apply be prepared and submitted annually by the Asset Manager no later than December 10 of each year with respect to the following Fiscal Year. The Annual Budget for each Fiscal Year shall include use of the pre-funded reserve amounts as shown on Schedule B-3 hereto for the four Fiscal Quarters comprising such Fiscal Year. In connection with the submission of the Annual Budget, the Asset Manager shall also prepare and submit to the Company Board an annual business plan for Parent and its Subsidiaries, including a responsible five-year operations forecast, including the operating metrics set forth on Schedule B-4 hereto (the “Annual Plan”). The Preferred Board Members, or their designated representatives, shall be provided reasonable access to all purposes hereunder information, data, reports, models and analyses relied on in developing the Annual Plan (with such adjustments as reasonably determined including, for the avoidance of doubt, all financial and silvicultural assumptions, constraints, supporting stand level data, merchantable timber volumes, pre-merchantable acres by Lender (including increases for any non-discretionary expenses)species and age class and acres by land classification).

Annual Budget. Borrowers' Designee (on behalf of Borrowersa) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th 31 of each year thereafter the Annual Budget for the succeeding Fiscal Year; Borrower shall also submit any updates to such Annual Budget; provided that during the Term until such Cash Trap Period has endedcontinuance of any Trigger Period, Borrower shall submit an Annual Budget to Lender by December 1 of each year. Each Annual Budget shall include Operating Expenses and Capital Expenditure which are based upon, and consistent with, what is reasonable and customary for approval by Lenderproperties similar in size, location and nature to the Properties. During the continuance of any Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably withheld withheld, conditioned or delayed, delayed so long as no Event of Default is continuing) and shall further have the right to require Borrower to furnish Lender on a proposed pro forma budget biannual basis for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each its approval an update of such Annual Budget (which update shall be subject to Lender’s approval, such approval not to be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). Annual Budgets and/or updates thereof submitted to Lender in accordance herewith and, if Lender approval is then required hereunder, approved or deemed approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET"))in accordance with Section 4.9.5(b) hereof, and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as an “Approved Annual Budget”. During the "APPROVED OPERATING BUDGET")continuance of a Trigger Period, and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with each line item of such Annual Budget increased by four percent (4%) and with such other adjustments as reasonably determined by Lender (including to reflect actual increases for any non-discretionary in Taxes, Insurance Premiums and utilities expenses). Neither Borrower nor Manager shall change or modify an Approved Annual Budget, as it may be updated in accordance herewith, that has been approved or deemed approved by Lender without the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed so long as there is no Event of Default then continuing (until such time as the applicable Trigger Period ends, after which unless and until a new Trigger Period shall begin), no Lender consent shall be required and Borrower may change or modify an Approved Annual Budget in accordance with the terms of this Section 4.9.5.

Annual Budget. Borrowers' Designee (on behalf of Borrowersa) Each Borrower shall prepare and submit (or shall cause Property Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and Lender, by December 15th 31st of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayedTerm, a proposed pro forma budget for the Property owned by such Borrower for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget (such budget and any revisions being the “Annual Budget”). Upon the occurrence and during the continuance of a Cash Management Period, such Annual Budget shall be subject to the approval of Lender, which approval shall not be unreasonably withheld or delayed. Each Annual Budget submitted by such Borrower while no Cash Management Period is continuing or approved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender during the continuance of a Cash Management Period and approved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender is referred to herein as the “Approved Annual Budget”. Provided no Event of Default is continuing, Lender’s failure to approve or disapprove any Annual Budget or revision within thirty (30) days after Lender’s receipt thereof shall be deemed to constitute Lender’s approval thereof provided that Borrowers shall have complied with each of the conditions provided for in Section 6.3.5(b) below. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' such Borrower’s anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has , so long as no Cash Management Period is continuing, been submitted to Lender or, during a Cash Management Period been approved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"“Approved Operating Budget”), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has , so long as no Cash Management Period is continuing, been submitted to Lender or, during a Cash Management Period been approved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"“Approved Capital Budget”). Until such time that any Annual Budget has been approved (or deemed to have been approved) by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments for Approved Operating Expenses not otherwise contained in such Approved Operating Budget and as otherwise reasonably determined by Lender (including increases for any non-discretionary expenses)).

Annual Budget. Borrowers' Designee (on behalf of Borrowers) shall prepare and submit (or shall cause Manager The General Partner agrees to prepare and submitdeliver to the Partners within forty-five (45) to Lender within 30 days after a Cash Trap Period the execution of this Agreement with respect to the initial Fiscal Year, and by December 15th at least forty-five (45) days prior to the beginning of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayedsubsequent Fiscal Year, a proposed pro forma budget Annual Budget for such Fiscal Year for the Property management and operation of the Partnership and the acquisition, development, management, operation, financing and sale of the Property, setting forth (a) any proposed expenditures and reserves for the succeeding calendar year forthcoming Fiscal Year, (b) any discretionary expenditures which the "ANNUAL BUDGET"General Partner determines to be necessary or advisable to maintain the Property or facilitate the development and sale of lots developed on the Property, and each (c) a projected cash flow analysis for the forthcoming Fiscal Year setting forth the estimated receipts and expenditures of the Partnership. Each Partner shall have a period of twenty (20) days to review and approve the proposed Annual Budget for the forthcoming Fiscal Year. Once approved by Lender is referred a Majority in Interest of Limited Partners, such approved Annual Budget for the period of time covered thereby shall be binding upon the Partners unless otherwise mutually agreed. Notwithstanding the foregoing, (i) should any Partner fail to herein as notify the "APPROVED ANNUAL BUDGET"))General Partner of its disapproval of the proposed Annual Budget prior to the expiration of the twenty (20) day review period described above, and, promptly after preparation thereof, any revisions to such Annual Budget. The the proposed Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required be deemed to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been be approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET")Partner, and (ii) a Capital Expense budget showingshould any Partnership lender require that the Partnership make expenditures or establish reserves during any Fiscal Year, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (all such required expenditures and once such Annual Budget has been approved by Lender, such Capital Expense budget reserves shall be referred deemed Approved by a Majority in Interest of Limited Partners after such lender requirements are sent to herein the Partners. The General Partner may, from time to time, submit proposed revisions to the Annual Budget, and the Partners shall consider and review such proposed revisions in the manner and time frames set forth above in order to determine whether to approve same, or to make such revisions thereto as they may mutually agree, or to agree not to revise the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))Budget.

Annual Budget. Borrowers' Designee (For the year commencing on behalf of Borrowers) January 1, 2000, and for each calendar year thereafter, Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 an Annual Budget not later than forty-five (45) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as the Operating Lease remains in effect, no later than three (3) days after a Cash Trap Period and budget is delivered to Borrower by December 15th Operating Lessee pursuant to the terms of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for Operating Lease in substantially the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget same form approved by Lender is referred to herein as in connection with the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budgetclosing of the Loan. The Annual Budget submitted for the portion of the calendar year beginning on the Anticipated Payment Date, and the Annual Budget submitted for each calendar year thereafter, shall consist of be subject to Lender's written approval (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been as approved by Lender, such operating expense budget shall be referred to herein as the an "APPROVED OPERATING BUDGETApproved Annual Budget"); provided, and that, Borrower shall deliver to Lender on or prior to twenty (ii20) days prior to the Anticipated Payment Date, (a) the proposed Annual Budget for the remainder of the calendar year beginning on the Anticipated Payment Date or (b) written notification that Borrower intends to pay the Debt in full on or prior the Anticipated Payment Date. In the event that Lender objects to a Capital Expense budget showingproposed Annual Budget submitted by Borrower or Operating Lessee, on a month-by-month basis, in reasonable detail, each line item Lender shall advise Borrower of anticipated Capital Expenses such objections within thirty (30) days after receipt thereof (and once deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or shall cause Operating Lessee to revise, such Annual Budget has been approved by and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, such Capital Expense budget or shall be referred cause Operating Lessee to herein as revise, the "APPROVED CAPITAL BUDGET")same in accordance with the process described in this subsection until the Lender approves the Annual Budget. Until such time that any Lender approves a proposed Annual Budget has been approved by LenderBudget, the prior most recently Approved Annual Budget shall apply for all purposes hereunder (with apply; provided that, such adjustments as reasonably determined by Lender (including Approved Annual Budget shall be adjusted to reflect actual increases for any non-discretionary in real estate taxes, insurance premiums and utilities expenses)).

Annual Budget. Borrowers' Designee (For the partial year period commencing on behalf of Borrowers) the date hereof, and for each Fiscal Year thereafter, Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 an Annual Budget not later than thirty (30) days after a Cash Trap Period and by December 15th prior to the commencement of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lenderperiod or Fiscal Year, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showingset forth, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income Borrower’s good faith estimate of Gross Income from Operations, Operating Expenses and operating expenses Capital Expenditures (on a cash it is being acknowledged and accrual basis)agreed that, including amounts required to establish, maintain and/or increase any monthly payments required hereunder for so long as (and once such Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as x) the "APPROVED OPERATING BUDGET")Ionis Lease Condition is satisfied, and (ii) Borrower does not intend to perform any Capital Expenditures, such estimate may omit Capital Expenditures) for such period or Fiscal Year and shall otherwise be in form reasonably satisfactory to Lender, which budget shall be subject to Lender's prior written approval (not be unreasonably withheld or delayed) (upon Lender's approval, an “Approved Annual Budget”). In the event that Lender objects to a Capital Expense budget showingproposed Annual Budget submitted by Borrower for Lender's approval, on a month-by-month basis, in reasonable detail, each line item Lender shall advise Borrower of anticipated Capital Expenses such objections within fifteen (15) days after receipt thereof (and once deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget has been approved by and resubmit the same to Lender, . Lender shall advise Borrower of any objections to such Capital Expense budget revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall be referred to herein as promptly revise the "APPROVED CAPITAL BUDGET")same in accordance with the process described in this Section 4.1.6(h) until Lender approves the Annual Budget. Until such time that any Lender approves a proposed Annual Budget has been approved by LenderBudget, the prior most recent Approved Annual Budget shall apply apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums, Other Charges and utility expenses. In the event that Borrower must incur an extraordinary operating expense or capital expense not set forth in the applicable Approved Annual Budget (each, an “Extraordinary Expense”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for all purposes hereunder (Lender’s approval, which approval shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Section 4.1.6(h), to the extent that Lender's approval is required in connection with such adjustments as reasonably determined by Lender any proposed Annual Budget (including increases any proposed revised Annual Budget) submitted by Borrower, Lender's approval shall be deemed to have been given; provided that (A)(1) Borrower's initial request for any non-discretionary expenses))approval is submitted with the notation “FIRST NOTICE. FAILURE TO RESPOND TO THIS REQUEST FOR APPROVAL WITHIN FIFTEEN (15) DAYS AFTER LENDER’S RECEIPT MAY RESULT IN THE REQUEST BEING DEEMED APPROVED BY LENDER” prominently displayed in bold, all caps and fourteen (14) point or larger font and is accompanied by the applicable proposed Annual Budget and such other documents and information as Borrower believes in good faith are reasonably required for Lender to adequately evaluate such request and (2) Lender fails to approve or object to the proposed Annual Budget, or request additional documents and information reasonably required for Lender to adequately evaluate such request, within fifteen (15) days after Lender’s receipt of the first request for approval, and (B)(1) Borrowers submits a second request for approval with the notation “SECOND AND FINAL NOTICE.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th November 30th of each year thereafter during the Term until such Cash Trap Period has endedTerm, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGETAnnual Budget", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGETApproved Annual Budget")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' the Borrower's anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGETApproved Operating Budget"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGETApproved Capital Budget"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)). Any amendment, modification or change to the Initial Approved Annual Budget or any Approved Annual Budget shall require the prior approval of Lender, which Lender shall not unreasonably withhold, condition or delay.

Annual Budget. Borrowers' Designee (on behalf At least 30 days prior to the commencement of Borrowers) each calendar year, Service Company, in consultation with Provider, shall prepare and submit (or shall cause Manager deliver to prepare the Policy Board for its review and submit) to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget Budget, setting forth an estimate of Provider’s revenue and expenses for the Property for the succeeding upcoming calendar year (including without limitation the "ANNUAL BUDGET", and each Annual Service Fee associated with the services provided by Service Company hereunder). In the event that a proposed Budget is not approved by Lender is referred either the Policy Board or Parent (pursuant to herein as the "APPROVED ANNUAL BUDGET"Section 3.2(b)), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basisService Company, in reasonable detailconsultation with Provider, each line item shall promptly revise such Budget, taking into consideration the comments of Borrowers' anticipated operating income the Policy Board or Parent, as applicable, and operating expenses (on shall deliver such revised Budget to the Policy Board for approval. In the event that a cash proposed Budget has not been approved by both the Policy Board and accrual basis)Parent by the beginning of the calendar year, including amounts required to establishthen, maintain and/or increase any monthly payments required hereunder (and once such Annual until a new Budget has been approved by Lenderboth the Policy Board and Parent, such operating expense budget the Budget for the prior year shall be referred deemed to herein be adopted as the "APPROVED OPERATING BUDGET")Budget for the then-current year except that (i) the Budget for Clinic Expenses shall be adjusted to account for any changes beyond the reasonable control of Service Company, including without limitation changes in laboratory fees or supply costs and automatic increases in rent or other occupancy costs, (ii) Service Company shall have the right to adjust the Budget for reasonable compensation increases for its employees, for changes in employee benefits or related costs, and for expenses related to new employees reasonably necessary for Service Company to perform the Services, and (iiiii) the Budget for capital expenditures shall include only expenditures for maintenance or emergency needs and any other capital expenditures expressly approved by both the Policy Board and Parent from time to time. Notwithstanding any provisions of this Agreement to the contrary, for purposes of all calculations related to the Service Fee for any period the amount of Provider Expense used in such calculations for that period shall be determined by applying the methodology for compensating dentists and paying other budgeted Provider Expenses contained in the then-applicable Budget (e.g., if the Budget requires a Capital Expense budget showingdentist to be paid a base salary, on that salary shall be used for purposes of such calculations, and if the Budget requires that a monthdentist be paid formula-by-month basisbased compensation, that formula shall be used for purposes of such calculations); provided that the Parties shall exercise reasonable efforts to adjust the Budget from time to time as necessary to reflect changes in reasonable detail, each line item Provider’s staff of anticipated Capital dentists and/or compensation and/or other budgeted Provider Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget it being understood that neither Party shall be referred obligated to herein as agree to Budget adjustments deemed by such Party to be unreasonable under the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any nonthen-discretionary expenses)relevant circumstances).

Annual Budget. Borrowers' Designee The initial annual budget of the Company is attached hereto as Exhibit A (on behalf the “Initial Budget”). The WHP Holder shall present to the Board, no later than thirty (30) calendar days before the end of Borrowers) shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after the time period set forth in the Initial Budget, a Cash Trap Period and by December 15th of each year thereafter during reasonably detailed consolidated annual budget for the Term until such Cash Trap Period has ended, for approval by Lenderupcoming Fiscal Year, which budget shall be subject to approval of the Board and provide for at least an 85% EBITDA Margin of the Company; provided that (a) if such budget does not provide for at least an 85% EBITDA Margin of the Company (a “Nonconforming Budget”), such budget shall additionally be subject to the written approval of the Express Holder; (b) any expense (other than expenses referenced in (a) through (j) of the definition of “EBITDA”) in excess of the total expenses (taken as a whole and not with respect to individual categories of expenses) set forth in an Annual Budget shall require the prior written approval of the Express Holder (provided, further that for the avoidance of doubt, any tax obligations incurred and payable by the Company shall not be unreasonably withheld considered an expense for purposes of this clause (b) and no prior written approval shall be required to pay these obligations) and (c) any cash expenses (other than, for the avoidance of doubt, taxes) excluded from the calculation of EBITDA shall require the prior written approval of the Express Holder (provided that no prior written approval shall be required if the aggregate amount of such cash expenses excluded from the calculation of EBITDA is less than 2% of the Company’s revenue set forth in an Annual Budget). If the Board or delayedthe Express Holder, as applicable, do not approve a proposed budget for a Fiscal Year within ten (10) Business Days following presentation by the WHP Holder, then the Company shall operate on the prior Fiscal Year’s Annual Budget as adjusted to provide for a 5% increase to the total expenses of the prior Fiscal Year’s Annual Budget (as adjusted, a proposed pro forma budget for “Continuing Budget”); provided that the Property for Board or the succeeding calendar year (the "ANNUAL BUDGET"Express Holder, and each as applicable, shall continue to meet in good faith on a weekly basis to resolve any such disagreements until such time as an Annual Budget for such Fiscal Year is approved, at which time the Continuing Budget shall be replaced with the newly approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of budget for any Fiscal Year, including the Initial Budget, and the budget for any future Fiscal Year (i) an operating expense budget showingincluding any Continuing Budget, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basisif applicable), including amounts required to establishas so approved, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be is referred to herein as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such “Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))Budget”.

Annual Budget. Borrowers' Designee On the date hereof Borrower has delivered to Lender an Approved Operating Budget (on behalf as defined below) and an Approved Capital Budget (as defined below). On or about May 1, 2005 and thereafter, by November 30th of Borrowers) each year during the Term, Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has endedLender, for approval by Lender, which approval shall not be unreasonably withheld withheld, conditioned or delayed, a proposed pro forma operating expense budget for the Property for the succeeding calendar year (or, with respect to the "ANNUAL BUDGET"budgets delivered on or about May 1, 2005, the remainder of the 2005 calendar year). In addition by November 30th of each year during the Term, Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender, for approval by Lender, which approval shall not be unreasonably withheld, conditioned or delayed, a proposed pro forma Capital Expense budget for the Property for the succeeding calendar year (such operating expenses budget and Capital Expense budget, hereinafter referred to as, the “Annual Budget”, and each Annual Budget approved (or deemed approved pursuant to the terms of this Section 6.3.6) by Lender is referred to herein as the "APPROVED ANNUAL BUDGET"“Approved Annual Budget”)), and, promptly after preparation thereof, any revisions to such Annual Budget. Lender’s failure to approve or disapprove any Annual Budget or revision within thirty (30) days after Lender’s receipt thereof shall be deemed to constitute Lender’s approval thereof. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' the Borrower’s anticipated operating income and operating expenses (on a cash and an accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 6.3.6) by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"“Approved Operating Budget”), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 6.3.6) by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"“Approved Capital Budget”). Until such time that any Annual Budget has been approved (or deemed to have been approved) by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)). The Approved Operating Budget and the Approved Capital Budget delivered to Lender as of the date hereof shall remain effective until Borrower has prepared and submitted, and Lender has approved (or Table of Contents deemed to have approved), a proposed pro forma budget for the Property for the remainder of the 2005 calendar year, as contemplated above.

Annual Budget. Borrowers' Designee Prior to the Closing Date, Borrower has submitted and Lender has approved an Annual Budget for the remaining portion of the 2017 calendar year (on behalf of Borrowers) the “Approved Initial Budget”). Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th November 1 of each year thereafter during the Term until such Annual Budget relating to the Properties for the succeeding calendar year. During the continuance of a Cash Trap Period has endedSweep Period, for approval by LenderLender shall have the right to approve each Annual Budget or portion thereof, as applicable (which approval shall not be unreasonably unreasonably, conditioned or delayed withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each so long as no Event of Default is continuing). An Annual Budget so approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, or any revisions to such Annual Budget. The Annual Budget submitted prior to the commencement of a Cash Sweep Period shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as an “Approved Annual Budget”. In the "APPROVED OPERATING BUDGET"), and (ii) event of a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item Transfer of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as any Property the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments be reduced as reasonably determined by Lender in consultation with Borrower in order to reflect the removal of such Property and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in the event such Transfer is made in connection with a substitution under Section 2.4.2(a). If Lender has the right to approve an Annual Budget (including increases or portion thereof) pursuant to this Section 4.3.2, Borrower shall not change or modify the Annual Budget (or such portion) that has been approved by Lender without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). The “Monthly Budgeted Amount” for each Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses for the Interest Period related to such Payment Date, but excluding management fees, Property Taxes that are required to be deposited into the Tax Subaccount pursuant to Section 6.1 and Insurance Premiums that are required to be deposited into the Insurance Subaccount pursuant to Section 6.2. If during any non-discretionary expenses)Cash Sweep Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior to the commencement of the calendar year (or applicable portion thereof) to which such budget relates then the previous Approved Annual Budget (or applicable portion thereof) shall continue to be deemed to be the Approved Annual Budget for that calendar year (or applicable portion thereof).

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th 1 of each year thereafter the Annual Budget for the succeeding Fiscal Year. Upon the occurrence and during the Term until such Cash Trap Period has endedcontinuance of a Trigger Period, for approval by Lender, Lender shall have the right to approve each Annual Budget and any modification thereto (which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year so long as no Event of Default is continuing) and Annual Budgets (the "ANNUAL BUDGET", and each Annual Budget approved by any modifications thereto) submitted to Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), in accordance herewith and, promptly after preparation thereofif and to the extent required hereunder, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such an “Approved Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET")Budget”. Until such time that any Annual Budget or any modification thereto that is required to be approved by Lender pursuant to this Section 4.9.5 has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including to reflect actual increases for any non-discretionary in Taxes, Insurance Premiums, Common Charges Insurance Premiums and utilities expenses). Upon the commencement of a Trigger Period, Lender may require Borrower to furnish to Lender an updated Annual Budget for Lender’s approval (which approval shall not be unreasonably withheld or delayed so long as no Event of Default is continuing). In addition, if, as of any Calculation Date, the Debt Service Coverage Ratio is less than 1.20:1.00, Lender may require Borrower to furnish to Lender on a quarterly basis, an updated Annual Budget for Lender’s approval (which approval shall not be unreasonably withheld or delayed so long as no Event of Default is continuing).

Annual Budget. Borrowers' Designee (on behalf of Borrowers) shall prepare and submit (or shall cause Manager to prepare and submit) Borrower has previously delivered to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget Annual Budget for the Property for the succeeding calendar year (2005 Fiscal Year. At least 45 days prior to the "ANNUAL BUDGET"commencement of each subsequent Fiscal Year during the term of the Loan, and each Borrower shall deliver to Lender for informational purposes only an Annual Budget approved by Lender is referred to herein as for the "APPROVED ANNUAL BUDGET")), Property for the ensuing Fiscal Year and, promptly after preparation thereof, any subsequent revisions to such the Annual Budget. The Annual Budget shall consist During the continuance of (i) an operating expense budget showingany Cash Trap Period or Event of Default, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, and any such operating expense budget revisions shall be referred subject to herein as the "APPROVED OPERATING BUDGET")Lender's approval, and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once which approval shall not be unreasonably withheld. Lender shall not withhold its consent or disapproval to any such Annual Budget or any subsequent revisions thereto for more than ten (10) Business Days after request for approval thereof has been approved made by Borrower, accompanied by a detailed description of the request for which approval is sought, provided that Borrower submits such request for Lender's approval in an envelope labeled "Priority" and delivered to Lender by overnight delivery and otherwise in accordance with the provisions of Section 9.4 and which request shall state at the top of the first page in bold lettering "LENDER'S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER." In the event that Lender fails to either approve such Annual Budget (or any subsequent revisions thereto) or disapprove such Annual Budget (or any subsequent revisions thereto) for more than ten (10) Business Days after receipt thereof, such Capital Expense budget the Annual Budget (or any subsequent revisions thereto) shall be referred to herein deemed approved (the Annual Budget, as so approved, the "APPROVED CAPITAL BUDGETApproved Annual Budget"). Until such time ; provided, however, that Borrower shall not amend any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for more than once in any non60-discretionary expenses))day period.

Annual Budget. Borrowers' Designee (on behalf of Borrowersa) For each Fiscal Year, Borrower shall prepare or cause to be prepared and submit (or shall cause Manager to prepare and submit) deliver to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lenderits approval, which approval shall not be unreasonably withheld or delayedwithheld, a proposed pro forma budget for promptly upon its completion, an Annual Budget (including all drafts of such Annual Budget and including all amendments and drafts of such amendments) as it is prepared in respect of the Property for each Fiscal Year. In the succeeding calendar year (event Borrower engages a third party Property Manager in accordance with the "ANNUAL BUDGET"provisions of this Agreement to manage the Property, and each to the extent the Borrower has the right to approve any Annual Budget approved by or amendment to any Annual Budget under the Property Management Agreement pursuant to which such Property Manager is engaged or to the extent the Borrower has the right to approve or consent to any variance from the Annual Budget in excess of 5% of any line-item under such Property Management Agreement, Borrower shall not approve any such Annual Budget or any such amendment to any Annual Budget or approve or consent to any variance from such Annual Budget without the consent of Lender, which consent shall not be unreasonably withheld. Lender is referred shall have fifteen (15) Business Days after Lender’s receipt thereof to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, approve or disapprove any revisions to such Annual Budget. The If, at the expiration of such fifteen (15) Business Day approval period, Lender has not either approved or disapproved the Annual Budget in question, Borrower shall consist deliver a second notice to Lender. Lender shall advise Borrower of any objections to such revised budget within five Business Days (i5) an operating expense budget showing, on a month-by-month basis, days after receipt of such second notice and Borrower shall revise and resubmit same to Lender in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such accordance with the process described in this Section until Lender has approved the Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as in writing. Unless and until Lender approves the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such new Annual Budget has been approved by Lenderin writing, such Capital Expense budget Borrower shall be referred continue to herein as operate the "APPROVED CAPITAL BUDGET"). Until such time that any Property in accordance with the then existing Annual Budget has been approved by Lender, with increases in expenditures in an amount equal to the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))CPI.

Annual Budget. Borrowers' Designee The initial annual budget of the Company is attached hereto as Exhibit B (on behalf the “Initial Budget”). The WHP Holder shall present to the Board, no later than thirty (30) calendar days before the end of Borrowers) shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after the time period set forth in the Initial Budget, a Cash Trap Period and by December 15th of each year thereafter during reasonably detailed consolidated annual budget for the Term until such Cash Trap Period has ended, for approval by Lenderupcoming Fiscal Year, which budget shall be subject to approval of the Board and provide for at least an 85% EBITDA Margin of the Company; provided that (a) if such budget does not provide for at least an 85% EBITDA Margin of the Company (a “Nonconforming Budget”), such budget shall additionally be subject to the written approval of the Express Holder; (b) any expense (other than expenses referenced in (a) through (j) of the definition of “EBITDA”) in excess of the total expenses (taken as a whole and not with respect to individual categories of expenses) set forth in an Annual Budget shall require the prior written approval of the Express Holder (provided, further that for the avoidance of doubt, any tax obligations incurred and payable by the Company shall not be unreasonably withheld considered an expense for purposes of this clause (b) and no prior written approval shall be required to pay these obligations) and (c) any cash expenses (other than, for the avoidance of doubt, taxes) excluded from the calculation of EBITDA shall require the prior written approval of the Express Holder (provided that no prior written approval shall be required if the aggregate amount of such cash expenses excluded from the calculation of EBITDA is less than 2% of the Company’s revenue set forth in an Annual Budget). If the Board or delayedthe Express Holder, as applicable, do not approve a proposed budget for a Fiscal Year within ten (10) Business Days following presentation by the WHP Holder, then the Company shall operate on the prior Fiscal Year’s Annual Budget as adjusted to provide for a 5% increase to the total expenses of the prior Fiscal Year’s Annual Budget (as adjusted, a proposed pro forma budget for “Continuing Budget”); provided that the Property for Board or the succeeding calendar year (the "ANNUAL BUDGET"Express Holder, and each as applicable, shall continue to meet in good faith on a weekly basis to resolve any such disagreements until such time as an Annual Budget for such Fiscal Year is approved, at which time the Continuing Budget shall be replaced with the newly approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of budget for any Fiscal Year, including the Initial Budget, and the budget for any future Fiscal Year (i) an operating expense budget showingincluding any Continuing Budget, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basisif applicable), including amounts required to establishas so approved, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be is referred to herein as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such “Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))Budget”.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 thirty (30) days after a Cash Trap Management Period and by December 15th November 30"' of each year thereafter during the Term until such Cash Trap Management Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved (or deemed approved pursuant to the terms of this Section 28(h)) by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. Lender's failure to approve or disapprove any Annual Budget or revision within 30 days after Lender's receipt thereof shall be deemed to constitute Lender's approval thereof The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month bymonth basis, in reasonable detail, each line item of Borrowers' the Borrower's anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 28(h)) by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 28(h)) by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until UNTIL such time that any Annual Budget has been approved (or deemed to have been approved pursuant to the terms of this Section 28(h)) by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)).

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender (i) prior to the occurrence of a Lockbox Event, by December 31 of each year during the Term, a proposed pro forma budget for the Property for the succeeding Fiscal Year (the "Annual Budget"), and, promptly after preparation thereof, any revisions to such Annual Budget and (ii) within 30 days after the occurrence of a Cash Trap Period Lockbox Event and thereafter by December 15th November 30 of each year thereafter during the Term (until such Cash Trap Period has endeda Lockbox Termination occurs), for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET"))Budget, and, promptly after preparation thereof, any revisions to such Annual Budget. Lender's failure to approve or disapprove any Annual Budget (where Lender's approval thereof is required) within 30 days after Lender's receipt thereof shall be deemed to constitute Lender's approval thereof. The Annual Budget shall consist of (i) an operating expense budget (the "Operating Budget") showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' the Borrower's anticipated operating income Operating Income and operating expenses Operating Expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET")reserves, and (ii) a Capital Expense budget (the "Capital Budget") showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Expenses. The approved Annual Budget for the period commencing on the date hereof and ending on December 31, 1998 has been submitted to and approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)).

Annual Budget. Borrowers' Designee (on behalf By January 1st of Borrowers) each calendar year during the term of this Agreement, Service Company shall prepare and submit (or shall cause Manager deliver to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, Investors for their reasonable approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma an annual budget for the Property Service Company for the succeeding upcoming calendar year (the "ANNUAL BUDGET"“Annual Budget”), which shall include (a) an estimate of the Service Fee and (b) such other information as the Investors may reasonably request. In the event that there is any or there is reasonably anticipated to be any material change in IBP’s business (whether such change results or is reasonably anticipated to result in an increase or decrease in IBP’s business), Service Company shall be permitted within sixty (60) days of the change or the reasonable anticipation of such change to deliver a revised Annual Budget that reasonably reflects such increase or decrease in IBP’s business, and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The amended Annual Budget shall consist of (i) an operating expense budget showing, on be treated as a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such proposed Annual Budget has been approved by Lenderfor purposes of the Investors’ approval as provided below. The Investors shall have thirty (30) business days after receipt of the proposed Annual Budget to raise any reasonable objections to any matter contained therein. If the Investors do not object to any matter contained in the proposed Annual Budget within such 30-day period, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved proposed Annual Budget shall apply be deemed to be final and shall be the Annual Budget for all purposes hereunder such calendar year. If, within such 30-day period, the Investors reasonably object to any matter contained in the proposed Annual Budget by delivering to Service Company a written notice setting forth in reasonable detail the basis for such objection (an “Objection Notice”), which Objection Notice shall include the Investors’ reasonable resolution of such objection, and Service Company disagrees with the Investor’s objection or resolution, then Service Company and the Investors will cooperate in good faith to resolve any such adjustments as reasonably determined by Lender disputed matter; provided, however, that if Service Company and the Investors do not mutually resolve any such disputed matter within thirty (including 30) business days after the Investors’ delivery of an Objection Notice, then the Annual Budget shall be the Annual Budget for the immediately preceding calendar year, adjusted for inflationary increases based upon the Consumer Price Index; provided, further, that if the Investors approve of the proposed Annual Budget, such proposed Annual Budget shall be deemed to be final and shall be the Annual Budget for any non-discretionary expenses))such calendar year.

Annual Budget. Borrowers' Designee Prior to the Closing Date, Borrower has submitted and Lender has approved an Annual Budget for the 2016 calendar year (on behalf of Borrowers) the “Approved Initial Budget”). Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th November 1 of each year thereafter during the Term until such Annual Budget relating to the Properties for the succeeding calendar year. During the continuance of a Cash Trap Period has endedSweep Period, for approval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably unreasonably, conditioned or delayed withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each so long as no Event of Default is continuing). An Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, during a Cash Sweep Period or any revisions to such Annual Budget. The Annual Budget submitted prior to the commencement of a Cash Sweep Period, shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as an “Approved Annual Budget”. In the "APPROVED OPERATING BUDGET"), and (ii) event of a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item Transfer of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as any Property the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments be reduced as reasonably determined by Lender in consultation with Borrower in order to reflect the removal of such Property and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in the event such Transfer is made in connection with a substitution under Section 2.4.2(a). If Lender has the right to approve an Annual Budget pursuant to this Section 4.3.2, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (including increases which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). The “Monthly Budgeted Amount” for each Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses for the Interest Period related to such Payment Date, but excluding management fees and leasing commissions that are distributed pursuant to Section 2.6.3(g), Property Taxes that are required to be deposited into the Tax Subaccount pursuant to Section 6.1 and Insurance Premiums that are required to be deposited into the Insurance Subaccount pursuant to Section 6.2. If during any non-discretionary expenses))Cash Sweep Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior to the commencement of the calendar year to which such budget relates then the previous Approved Annual Budget shall continue to be deemed to be the Approved Annual Budget for that calendar year.

Annual Budget. Borrowers' Designee Borrower shall (on behalf of Borrowersor shall cause Operating Tenant to) shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th 1st of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayedTerm, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each “Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")Budget”), and, promptly after preparation thereof, any revisions to such Annual Budget. Upon the occurrence and during the continuance of a Cash Trap Period, such Annual Budget shall be subject to approval by Lender, which approval shall not be unreasonably withheld or delayed. Each Annual Budget (and any revisions to such Annual Budget) (i) that is delivered to Lender (for so long as no Cash Trap Period is continuing) and (ii) that is approved or deemed approved pursuant to the terms of this Section 6.3.5 by Lender (during the continuance of a Cash Trap Period), is referred to herein as the “Approved Annual Budget”. If Lender’s approval is required, Lender’s failure to approve or disapprove any Annual Budget or revision within twenty (20) days after Lender’s receipt thereof shall be deemed to constitute Lender’s approval thereof. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' the Borrower’s and Operating Tenant’s anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been delivered to Lender, approved or deemed approved pursuant to the terms of this Section 6.3.5 by LenderLender (as applicable), such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"“Approved Operating Budget”), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been delivered to Lender or approved or deemed approved pursuant to the terms of this Section 6.3.5 by LenderLender (as applicable), such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"“Approved Capital Budget”). Until such time that any Annual Budget has been delivered to Lender or approved or deemed approved pursuant to the terms of this Section 6.3.5 by LenderLender (as applicable), the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender, if Lender approval is required due to the continuance of a Cash Trap Period (including increases for any non-discretionary expenses)). Lender acknowledges that the Annual Budget for the remainder of 2010 has been delivered to Lender and is the Approved Annual Budget for 2010.

Annual Budget. Borrowers' Designee Not later than sixty (on behalf of Borrowers60) shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period the date of this Agreement (with respect to the Annual Budget for the Fiscal Year ending December 31, 2008) and by December 15th November 1st of each year thereafter during beginning in 2008, the Term until Managing Member shall deliver to the Executive Committee a draft annual budget (a) for each Property (or each Subsidiary holding such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget Property) and (b) for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, Company on a month-by-month consolidated basis, in reasonable detaileach case for the upcoming Fiscal Year. The draft annual budget will be reviewed by the Executive Committee for approval as to form and content, each line item and the Executive Committee will advise the Managing Member of Borrowers' anticipated operating income the Executive Committee’s comments, if any, with respect thereto. Within ten (10) Business Days following receipt of the Executive Committee’s comments, the Managing Member shall revise the draft annual budget to incorporate the comments of the Executive Committee and operating expenses such revised annual budget, if approved by the Executive Committee as a Major Decision, shall be the “Annual Budget” for the next succeeding Fiscal Year (on a cash and accrual basisor the Fiscal Year ending December 31, 2008, in the case of the initial Annual Budget), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such . After an Annual Budget has been approved approved, the Managing Member shall implement it on behalf of the Company and may incur the expenditures and obligations therein provided. The initial Annual Budget for any future Properties acquired by Lender, such operating expense budget the Company pursuant to the Qualified Future Asset Investment Agreement shall be referred prepared and submitted to herein as the "APPROVED OPERATING BUDGET"), and Executive Committee for approval at least thirty (ii30) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item days prior to the anticipated closing date of anticipated Capital Expenses (and once such said Property. If any Annual Budget for any Fiscal Year after 2008 has not been approved by LenderJanuary 1 of such year, such Capital Expense budget the Company shall be referred continue to herein as operate under the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, for the prior Approved Annual Budget shall apply for all purposes hereunder (previous year with such adjustments as reasonably determined by Lender may be necessary to reflect (including increases a) the deletion of non-recurring expense items set forth on the previous Annual Budget and (b) any increased insurance costs, taxes, utility costs, and debt service payments; provided, however, no capital expenditures (other than deposits into any capital reserve accounts) shall be made for such Fiscal Year until an Annual Budget for such Fiscal Year is approved, unless the Executive Committee otherwise specifically consents thereto in writing. The Managing Member may make expenditures for any nonline items in an Annual Budget in excess of the amount set forth therefor in any then-discretionary expenses))current Annual Budget (“Permitted Excess Line Item Expenditures”) so long as such excess expenditures, as to any line item, do not exceed ten percent (10%) above the amount of such line item in the then-current Annual Budget and so long as the aggregate amount of Permitted Excess Line Item Expenditures does not exceed five percent (5%) above the total amount of expenditures provided for in the then-current Annual Budget; provided further, however, if emergency actions with respect to a Property are necessary to avoid imminent danger of damage or injury to the Property or to an individual, the Managing Member may make such expenditures as may be necessary to alleviate such situation and shall promptly notify the Executive Committee and the Members of the event giving rise to such repairs and the actions taken with respect thereto.

Annual Budget. Borrowers' Designee Prior to the date hereof, Xxxxxxxx has submitted and Lender has approved an Annual Budget for the remainder of the 2024 calendar year (on behalf of Borrowers) the “Approved Initial Budget”). Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th November 1 of each year thereafter during the Term until such Cash Trap Period has ended, Annual Budget relating to the Properties for approval by Lender, the succeeding Fiscal Year and Xxxxxx shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld or delayedso long as no Event of Default has occurred and is continuing). During the continuance of a Trigger Period, a proposed pro forma budget Borrower shall also submit to Lender not less than thirty (30) days prior to the end of each Fiscal Quarter, an updated Annual Budget relating to the Properties for the Property twelve (12) month period commencing with the immediately succeeding Fiscal Quarter and Lender shall have the right to approve each updated Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld for the succeeding calendar year (the "ANNUAL BUDGET", any reason so long as no Event of Default has occurred and each is continuing). An Annual Budget approved by Lender is during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such an “Approved Annual Budget”. The In the event of a Transfer of any Property the Approved Annual Budget shall consist be reduced as reasonably determined by Lender in consultation with Borrower in order to reflect the removal of (i) an operating expense budget showingsuch Property and the Operating Expenses associated therewith; provided, on further, that no such reduction shall be made in the event such Transfer is made in connection with a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basisSubstitution under Section 2.4.3(a), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such . Neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by LenderLender without the prior written consent of Lender (which consent shall not be unreasonably withheld, such operating expense budget shall be referred to herein conditioned or delayed so long as no Event of Default has occurred and is continuing). The “Monthly Budgeted Amount” for each Monthly Payment Date means the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, monthly amount set forth in reasonable detail, each line item of anticipated Capital Expenses (and once such the Approved Annual Budget has been approved by Lender, for Operating Expenses and Capital Expenditures for the Interest Period related to such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET")Monthly Payment Date. Until such time that any Lender approves a proposed Annual Budget, the Approved Annual Budget has been approved by Lender, from the prior approval period shall apply to the then current approval period; provided, that such Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including be adjusted to reflect actual increases for any in Taxes, Insurance Premiums, utilities and other non-discretionary expenses)).. 6.8.4

Annual Budget. Borrowers' Designee Prior to the Closing Date, Borrower has submitted and Lender has approved an Annual Budget for the 2017 calendar year (on behalf of Borrowers) the “Approved Initial Budget”). Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th November 1 of each year thereafter during the Term until such Annual Budget relating to the Properties for the succeeding calendar year. During the continuance of a Cash Trap Period has endedSweep Period, for approval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably unreasonably, conditioned or delayed withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each so long as no Event of Default is continuing). An Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, during a Cash Sweep Period or any revisions to such Annual Budget. The Annual Budget submitted prior to the commencement of a Cash Sweep Period, shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as an “Approved Annual Budget”. In the "APPROVED OPERATING BUDGET"), and (ii) event of a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item Transfer of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as any Property the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments be reduced as reasonably determined by Lender in consultation with Borrower in order to reflect the removal of such Property and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in the event such Transfer is made in connection with a substitution under Section 2.4.2(a). If Lender has the right to approve an Annual Budget pursuant to this Section 4.3.2, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (including increases which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). The “Monthly Budgeted Amount” for each Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses for the Interest Period related to such Payment Date, but excluding management fees and leasing commissions that are distributed pursuant to Section 2.6.3(g), Property Taxes that are required to be deposited into the Tax Subaccount pursuant to Section 6.1 and Insurance Premiums that are required to be deposited into the Insurance Subaccount pursuant to Section 6.2. If during any non-discretionary expenses))Cash Sweep Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior to the commencement of the calendar year to which such budget relates then the previous Approved Annual Budget shall continue to be deemed to be the Approved Annual Budget for that calendar year.

Annual Budget. Borrowers' Designee No later than thirty (on behalf 30) days prior to the end of Borrowers) Tenant’s fiscal year (which currently runs August 1 through July 31), Tenant shall prepare deliver to Landlord, for its approval, but only as contemplated below, a budget setting forth the repair, maintenance and submit (or shall cause Manager capital expenditures expected to prepare be incurred by Tenant in connection with the maintenance and submit) to Lender within 30 days after a Cash Trap Period and by December 15th operation of each year thereafter the Premises in accordance with the Zale Headquarters Standard during the Term following fiscal year (including without limitation proposed expenditures for repairs to Landlord Capital Items and Tenant Capital Items and replacements to Tenant Capital Items). Each such budget shall be in the form attached hereto as Exhibit G. In the event that the amount budgeted for repairs and maintenance required by Tenant under this Lease with respect to a specific line item shows a decrease of more than ten percent (10%) for the same line item from the preceding fiscal year, or if the aggregate budget amount for such fiscal year decreases by more than three percent (3%) from the aggregate budget amount from the preceding fiscal year (in either case, “Material Reduction”), Tenant shall include a written justification of such reduced amount. If Landlord, acting reasonably and in good faith, rejects Tenant’s justification of the Material Reduction as being non-compliant with the Zale Headquarters Standard, Landlord shall notify Tenant in writing within thirty (30) days following Landlord’s receipt of Tenant’s justification that Landlord reasonably disputes same. Thereafter, the parties shall promptly proceed in good faith until such Cash Trap Period has endedan approved budget is achieved. In the event of a budget dispute, the preceding fiscal year’s approved budget shall apply to the fiscal year in dispute until an approved budget is achieved for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma the fiscal year in dispute. If the approved budget for the Property for fiscal year in dispute is not achieved after good faith efforts by both parties on or prior to the succeeding calendar expiration of the third (3rd) month of the applicable fiscal year, then the preceding fiscal year’s approved budget escalated to reflect any net increase in the Consumer Price Index during such fiscal year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be referred the revised budget applicable to herein as the "APPROVED OPERATING BUDGET")fiscal year in dispute. As used herein, and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)).“Consumer Price

Annual Budget. Borrowers' Designee Prior to the Closing Date, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (on behalf of Borrowers) the “Approved Initial Budget”). Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th November 1 of each year thereafter during the Term until such Annual Budget relating to the Properties for the succeeding calendar year. During the continuance of a Cash Trap Period has endedSweep Period, for approval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably unreasonably, conditioned or delayed withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each so long as no Event of Default is continuing). An Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, during a Cash Sweep Period or any revisions to such Annual Budget. The Annual Budget submitted prior to the commencement of a Cash Sweep Period, shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as an “Approved Annual Budget”. In the "APPROVED OPERATING BUDGET"), and (ii) event of a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item Transfer of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as any Property the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments be reduced as reasonably determined by Lender in consultation with Borrower in order to reflect the removal of such Property and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in the event such Transfer is made in connection with a substitution under Section 2.4.2(a). If Lender has the right to approve an Annual Budget pursuant to this Section 4.3.2, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (including increases which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). The “Monthly Budgeted Amount” for each Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses for the Interest Period related to such Payment Date, but excluding management fees and Property Taxes that are required to be deposited into the Tax Subaccount pursuant to Section 6.1 and Insurance Premiums that are required to be deposited into the Insurance Subaccount pursuant to Section 6.2. If during any non-discretionary expenses))Cash Sweep Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior to the commencement of the calendar year to which such budget relates then the previous Approved Annual Budget shall continue to be deemed to be the Approved Annual Budget for that calendar year.

Annual Budget. Borrowers' Designee Prior to the Closing Date, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (on behalf of Borrowers) the “Approved Initial Budget”). Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th November 1 of each year thereafter during the Term until such Annual Budget relating to the Properties for the succeeding calendar year. During the continuance of a Cash Trap Sweep Period has endedand with respect to any portion of the Annual Budget that will extend from and after the Anticipated Repayment Date, for approval by LenderLender shall have the right to approve each Annual Budget or portion thereof, as applicable (which approval shall not be unreasonably unreasonably, conditioned or delayed withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each so long as no Event of Default is continuing). An Annual Budget so approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, or any revisions to such Annual Budget. The Annual Budget submitted prior to the commencement of a Cash Sweep Period that commences prior to the Anticipated Repayment Date, shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as an “Approved Annual Budget”. In the "APPROVED OPERATING BUDGET"), and (ii) event of a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item Transfer of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as any Property the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments be reduced as reasonably determined by Lender in consultation with Borrower in order to reflect the removal of such Property and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in the event such Transfer is made in connection with a substitution under Section 2.4.2(a). If Lender has the right to approve an Annual Budget (including increases or portion thereof) pursuant to this Section 4.3.2, neither Borrower nor Manager shall change or modify the Annual Budget (or such portion) that has been approved by Lender without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). The “Monthly Budgeted Amount” for each Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses for the Interest Period related to such Payment Date, but excluding management fees, Property Taxes that are required to be deposited into the Tax Subaccount pursuant to Section 6.1 and Insurance Premiums that are required to be deposited into the Insurance Subaccount pursuant to Section 6.2. If during any non-discretionary expenses)Cash Sweep Period or with respect to any period from and after the Anticipated Repayment Date, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior to the commencement of the calendar year (or applicable portion thereof) to which such budget relates then the previous Approved Annual Budget (or applicable portion thereof) shall continue to be deemed to be the Approved Annual Budget for that calendar year (or applicable portion thereof).

Annual Budget. Borrowers' Designee The Executive Managing Director (on behalf of Borrowersor his designee) and the Supervisory Principal(s) (and such other Officers as may be designated from time to time by the General Partner) (collectively, the “Budget Officers”) shall prepare and submit the Annual Budget and Business Plan no later than December 1 of each Fiscal Year for the next Fiscal Year (or shall cause Manager to prepare and submitsuch other date as may be designated by the General Partner) to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for Holdco Executive Committee in consultation with the succeeding calendar year (Holdco Leadership Team prior to submission to the "ANNUAL BUDGET", and each General Partner in accordance with the terms hereof. The Annual Budget approved and Business Plan shall be submitted by Lender is referred the Budget Officers to herein as the "APPROVED ANNUAL BUDGET"))General Partner both in hard copy and in an electronic format, and, promptly after preparation thereof, any revisions to such Annual Budgetthat conforms with the General Partner’s reasonable internal requirements. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basisset forth, in reasonable detailaddition to any other information deemed relevant by the General Partner, each line item of Borrowers' anticipated operating income the projected income, expenses, capital expenditures and operating expenses financing needs for the Partnership for the next Fiscal Year, together with any other information reasonably requested by the General Partner (on including, without limitation, estimated bonus payments). Upon approval by the Holdco Executive Committee in consultation with the Holdco Leadership Team, the Business Plan shall be submitted to the Voting Right Holders for approval by a cash and accrual basis), including amounts required Super Majority Vote. If the Voting Right Holders fail to establish, maintain and/or increase any monthly payments required hereunder (and once such approve the Annual Budget has been and Business Plan, the same will be revised and resubmitted for approval as set forth above; this process will be followed until an Annual Budget and Business Plan is approved by Lenderthe Voting Right Holders as set forth above. Upon such approval, the Annual Budget and Business Plan will then be submitted as a non-binding recommendation to the General Partner. The General Partner may revise in any and all respects the process by which the Annual Budget and Business Plan is prepared at any time and from time to time in its discretion. As discussed above, the duly authorized Officers shall have the right to incur expenses and make expenditures in accordance with the terms of the Approved Budget. As used in this Agreement the term “Business Plan” shall mean a narrative business/operating plan for the Partnership for the coming Fiscal Year and being in such operating expense budget shall be referred to herein detail and covering such matters as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred General Partner may from time to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))request.

Annual Budget. Borrowers' Designee (on behalf a) Prior to the Closing Date, Borrower has provided to Lender, for informational purposes, an Annual Budget for the 2017 Fiscal Year. Provided no Trigger Period has occurred and is continuing, Borrower shall provide to Lender, for informational purposes, no later than thirty (30) days following the end of Borrowersthe prior Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) the Annual Budget for the current Fiscal Year; provided, however, that, if any Trigger Period commences, Borrower shall prepare and submit (or shall cause Manager to prepare and submit) deliver to Lender within 30 days after a Cash Trap Period an Annual Budget for Lender’s review and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, (which approval shall not be unreasonably withheld withheld, conditioned or delayed, subject to the provisions of Section 4.9.5(b)) within thirty (30) days of the commencement of such Trigger Period. During the continuance of a proposed pro forma budget for Trigger Period, Lender shall have the Property for the succeeding calendar year (the "ANNUAL BUDGET", and right to approve each Annual Budget Budget, including extraordinary operating expenses and Capital Expenditures (which approval shall not be unreasonably withheld, conditioned or delayed, subject to the provisions of Section 4.9.5(b)). Annual Budgets delivered to Lender (other than during the continuance of a Trigger Period) or approved by Lender is referred to herein as during the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget continuance of a Trigger Period shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as the "APPROVED OPERATING BUDGET")an “Approved Annual Budget”, and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once any such Annual Budget has been extraordinary operating expenses approved by Lender, such Capital Expense budget Lender during any Trigger Period pursuant to this Section 4.9.5(a) shall hereinafter be referred to herein as “Approved Extraordinary Expenses”. During the "APPROVED CAPITAL BUDGET"). Until continuance of a Trigger Period, until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including necessary to reflect actual increases for any in Taxes, Insurance Premiums, utilities expenses and other non-discretionary expensesitems). During the continuance of a Trigger Period, subject to the immediately previous sentence, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed, subject to the provisions of Section 4.9.5(b)).

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap on the Closing Date the Annual Budget for the current Fiscal Year. Thereafter, Borrower shall submit to Lender (for informational purposes only so long as no Trigger Period has occurred and is continuing) by December 15th 1 of each year thereafter during the Term until such Cash Trap Period has endedAnnual Budget for the succeeding Fiscal Year. During the continuance of a Trigger Period, for approval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein so long as the "APPROVED ANNUAL BUDGET")no Event of Default then exists), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of further provided that (i) an operating expense budget showingtenant improvement costs, on landlord work costs and leasing commissions that Borrower is obligated to pay for or perform pursuant to a month-by-month basisLease, (ii) Capital Expenditures required to be made to the Property pursuant to the terms of a Lease or otherwise required pursuant to Legal Requirements, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses case under clauses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), i) and (ii) provided such Lease was entered into in accordance with the terms of this Agreement (including Lender’s approval if required hereunder) prior to the occurrence of a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Trigger Period and (iii) Permitted Leasing Expenses (the items in clauses (i), (ii) and once such (iii) are, collectively, “Pre-approved Budget Items”), are deemed to be approved in any Annual Budget has been submitted for Lender’s approval as required in this subsection). Annual Budgets delivered to Lender (other than during the continuance of a Trigger Period) or approved by Lender, such Capital Expense budget Lender (during the continuance of a Trigger Period) shall hereinafter be referred to herein as an “Approved Annual Budget”. During the "APPROVED CAPITAL BUDGET"). Until continuance of a Trigger Period, until such time that any Annual Budget has been approved by Lender, the prior then-current Approved Annual Budget with the Permitted Budget Variances therefrom shall apply for all purposes hereunder (with such adjustments as reasonably determined hereunder. During the continuance of a Trigger Period, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender. In addition, during a Trigger Period, Lender may require Borrower, on a quarterly basis, to furnish to Lender for approval (including increases for any non-discretionary expenses))which approval shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default then exists) an updated Annual Budget.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) For each Fiscal Year commencing with the Fiscal Year commencing January 1, 2014, Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 an Annual Budget not later than thirty (30) days after a Cash Trap Period and by December 15th prior to the commencement of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lenderperiod or Fiscal Year, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showingset forth, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income Borrower’s good faith estimate of Gross Income from Operations, Operating Expenses and operating expenses Capital Expenditures for such period or Fiscal Year and shall otherwise be in form reasonably satisfactory to Lender. The Annual Budget shall be subject to Lender’s approval (on each such Annual Budget, an “Approved Annual Budget”). In the event that Lender objects to a cash and accrual basis)proposed Annual Budget submitted by Borrower, including amounts required to establish, maintain and/or increase any monthly payments required hereunder Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and once deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget has been approved by and resubmit the same to Lender, . Lender shall advise Borrower of any objections to such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and revised Annual Budget within ten (ii10) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses days after receipt thereof (and once deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this Section 4.1.6(h) until Lender approves the Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET")Budget. Until such time that any Lender approves a proposed Annual Budget has been approved by LenderBudget, the prior most recent Approved Annual Budget shall apply apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums and Other Charges. In the event that Borrower must incur an extraordinary operating expense or capital expense not set forth in the applicable Approved Annual Budget (each, an “Extraordinary Expense”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))Lender’s approval.

Annual Budget. Borrowers' Designee (For the partial year period commencing on behalf of Borrowers) the date hereof, and for each Fiscal Year thereafter, Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 an Annual Budget not later than forty-five (45) days after a Cash Trap Period and by December 15th prior to the commencement of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lenderperiod or Fiscal Year, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showingset forth, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income Borrower’s good faith estimate of Gross Income from Operations, Operating Expenses and operating expenses Capital Expenditures for such period or Fiscal Year and shall otherwise be in form reasonably satisfactory to Lender. The Annual Budget shall be subject to Lender’s approval, not be to be unreasonably withheld so long as no Event of Default exists (on each such Annual Budget, an “Approved Annual Budget”). In the event that Lender objects to a cash and accrual basis)proposed Annual Budget submitted by Borrower, including amounts required to establish, maintain and/or increase any monthly payments required hereunder Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and once deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget has been approved by and resubmit the same to Lender, . Lender shall advise Borrower of any objections to such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and revised Annual Budget within ten (ii10) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses days after receipt thereof (and once deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this Section 4.1.6(h) until Lender approves the Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET")Budget. Until such time that any Lender approves a proposed Annual Budget has been approved by LenderBudget, the prior most recent Approved Annual Budget shall apply apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums and Other Charges. In the event that Borrower must incur an extraordinary operating expense or capital expense not set forth in the applicable Approved Annual Budget (each, an “Extraordinary Expense”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))Lender’s approval.

Annual Budget. Borrowers' Designee Commencing with the budget for the calendar year 2000 and for each calendar year thereafter, Borrower shall submit to Administrative Agent for Administrative Agent's written approval an annual budget (on behalf an "Annual Budget") not later than December 20th of Borrowers) the previous calendar year, in form reasonably satisfactory to Administrative Agent setting forth in reasonable detail budgeted monthly Operating Revenues and monthly Operating Expenses for the Project. Administrative Agent shall prepare and submit have the right to approve such Annual Budget (or shall cause Manager such approval not to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayedconditioned except during any period where Administrative Agent is taking action to remove the Manager, in which event Administrative Agent shall have the right to exercise such approval right in its sole discretion) and in the event that Administrative Agent objects to the proposed Annual Budget submitted by Borrower, Administrative Agent shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall within five (5) days after receipt of notice of any such objections revise such Annual Budget and resubmit the same to Administrative Agent. Administrative Agent shall advise Borrower of any objections to such revised Annual Budget (and deliver to Borrower a reasonably detailed description of such objections) within five (5) days after receipt thereof and Borrower shall promptly revise the same in accordance with the foregoing procedures until the Administrative Agent approves (such approval not to be unreasonably withheld or conditioned except during any period where Administrative Agent is taking action to remove the Manager, in which event Administrative Agent shall have the right to exercise such approval right in its sole discretion) an Annual Budget; provided, however, that if Administrative Agent shall not advise Borrower of its objections to any proposed pro forma budget for Annual Budget within the Property for applicable time period set forth in this subsection, then such proposed Annual Budget shall be deemed approved by Administrative Agent (unless a Trigger Period exists, in which case the succeeding calendar year (the "ANNUAL BUDGET", and each proposed Annual Budget shall be deemed disapproved). Each such Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget Administrative Agent in accordance with terms hereof shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as the an "APPROVED OPERATING BUDGETApproved Annual Budget"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Administrative Agent has approved a proposed Annual Budget has been approved by LenderBudget, the prior most recently Approved Annual Budget shall apply for all purposes hereunder (with apply, provided that such adjustments as reasonably determined by Lender (including Approved Annual Budget shall be adjusted to reflect actual increases for in real estate taxes, insurance premiums and utilities expenses and shall otherwise be adjusted to reflect any non-discretionary expenses))change during the preceding year in the Consumer Price Index.

Annual Budget. Borrowers' Designee Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2017 calendar year (on behalf of Borrowers) the “Approved Initial Budget”). Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th November 1 of each year thereafter during the Term until such Cash Trap Period has endedAnnual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, for approval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each so long as no Event of Default is continuing). An Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, during a Trigger Period or any revisions to such Annual Budget. The Annual Budget submitted prior to the commencement of a Trigger Period, shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as an “Approved Annual Budget”. In the "APPROVED OPERATING BUDGET"), and (ii) event of a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item Transfer of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as any Property the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments be reduced as reasonably determined by Lender in consultation with Borrower in order to reflect the removal of such Property and the Operating Expenses associated therewith; provided that no such reduction shall be made in the event such Transfer is made in connection with a Substitution. If Lender has the right to approve an Annual Budget pursuant to this Section 6.8.3, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (including increases which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). The “Monthly Budgeted Amount” for each Monthly Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses and Capital Expenditures for the Interest Period related to such Monthly Payment Date. If during any non-discretionary expenses))Trigger Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior to the commencement of the calendar year to which such budget relates then the previous Approved Annual Budget shall continue to be deemed to be the Approved Annual Budget for that calendar year, except that the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budget.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has endedTerm, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET"“Annual Budget”, and each Annual Budget approved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender is referred to herein as the "APPROVED ANNUAL BUDGET"“Approved Annual Budget”)), and, promptly after preparation thereof, any revisions to such Annual Budget. Lender’s failure to approve or disapprove any Annual Budget or revision within thirty (30) days after Lender’s receipt thereof shall be deemed to constitute Lender’s approval thereof. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' Borrower’s anticipated operating income and operating expenses (on a cash and an accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"“Approved Operating Budget”), and (ii) a Capital Expense/FF&E Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses and FF&E Expenses (and once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender, such Capital Expense/FF&E Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"“Approved Capital/FF&E Budget”). Until such time that any Annual Budget has been approved (or deemed to have been approved) by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expensesTaxes, Insurance Premiums or utilities)). Borrower shall be permitted to submit revisions to any Approved Operating Budget or any Approved Capital/FF&E Budget for approval by Lender, which approval shall not be unreasonably withheld or delayed. On the date hereof Borrower has delivered to Lender, an Approved Operating Budget, which Approved Operating Budget is attached hereto as Schedule 6.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th Not later than January 31 of each year thereafter calendar year, Borrowers will provide to Administrative Agent Borrowers’ proposed annual operating and capital improvements budget for the Projects (the “Annual Budget”) for such calendar year. Until the occurrence of an Excess Cash Flow Trigger Event, the Annual Budget shall be provided to Administrative Agent for informational purposes, and during an Excess Cash Flow Period, the Term until such Cash Trap Period has ended, for approval by LenderAnnual Budget shall be subject to Administrative Agent’s written approval, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget so approved by Lender is referred to herein as in writing, the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such “Approved Annual Budget”). The Within thirty (30) days after the commencement of any Excess Cash Flow Period, Borrowers shall submit to Administrative Agent the Annual Budget for the remainder of the calendar year which shall be subject to Administrative Agent’s written approval, which approval shall not be unreasonably withheld. Administrative Agent shall endeavor to approve any proposed Annual Budget within thirty (30) days following receipt of such proposed Annual Budget (or advise Borrowers with reasonable specificity as to any objections thereto). During an Excess Cash Flow Period, the Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been not take effect until reasonably approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET")Administrative Agent. Until such time that any Administrative Agent approves an Annual Budget has been approved by LenderBudget, the prior most recent Approved Annual Budget shall apply for (or if there is no prior Approved Annual Budget, the most recent Annual Budget shall apply until an Approved Annual Budget is in place); provided, however, that the most recent Annual Budget shall automatically be adjusted to reflect actual increases in Non-Discretionary Expenses in an amount in the aggregate not to exceed five percent (5%) of the outstanding principal amount of the Loan and, without duplication, three percent (3%) increases in all purposes hereunder other expense and scheduled revenue line items. As soon as practicable (and in any event, promptly after any payment), such Borrower Party shall notify Administrative Agent in writing of the intention to pay (or the payment of, as applicable) any Non-Discretionary Expenses and provide such additional information as Administrative Agent shall reasonably request. During an Excess Cash Flow Period, Borrowers shall operate the Projects in accordance with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))and subject to the terms of the Approved Annual Budget until the expiration of the Excess Cash Flow Period.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) deliver to Lender within 30 days after a Cash Trap Period the Annual Budget for Lender’s review and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lenderapproval, which approval shall not be unreasonably withheld or delayedwithheld, at least sixty (60) days prior the end of each Fiscal Year, provided that Lender’s approval shall not be required for Capital Expenditure line items in the Annual Budget. Any such request for approval shall state in prominent bold-faced type that “YOUR RESPONSE TO THIS REQUEST FOR APPROVAL IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST.” In the event Lender fails to respond to such first request for approval, Borrower shall send Lender a second request for such approval, which second request shall state in prominent bold-faced type that “THIS IS A SECOND REQUEST FOR YOUR APPROVAL. YOUR RESPONSE TO THIS SECOND REQUEST FOR APPROVAL IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST. FAILURE TO RESPOND TO THIS REQUEST WITHIN FIVE (5) BUSINESS DAYS WILL BE DEEMED TO BE YOUR APPROVAL OF THE ANNUAL BUDGET REQUESTED IN THIS NOTICE.” In the event Lender fails to respond to a second request for approval that includes the notice required herein within five (5) Business Days after Lender’s receipt of such second request, such failure shall be deemed an approval of the Annual Budget for which the second request is delivered. To the extent a proposed pro forma budget for Annual Budget is not approved or deemed approved by Lender with respect to any Individual Property on or prior to the first day of a Fiscal Year, then the Annual Budget applicable to such Individual Property for the succeeding calendar year (prior Fiscal Year shall continue as the "ANNUAL BUDGET", and each Annual Budget with respect to such Individual Property, subject only to variation for (i) increases in actual Operating Expense line items not to exceed 20% of the amount of such line item provided in the Annual Budget most recently approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to for such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and Individual Property; (ii) actual increases in Impositions; and (iii) changes in Capital Expenditure line items with respect to such Individual Property, until a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such new Annual Budget has been is approved by LenderLender for such Individual Property. Except as provided in this Section, such Capital Expense budget neither Borrower nor Manager shall be referred to herein as change or modify the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply without first providing a copy to Lender for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))its review and approval.

Annual Budget. Borrowers' Designee (on behalf of Borrowersa) Borrower or Leasehold Pledgor shall prepare and submit (or shall cause Manager Owner or Operating Lessee to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th 31 of each year thereafter the Annual Budget for the succeeding Fiscal Year; Borrower shall also submit any updates to such Annual Budget; provided that during the Term until such Cash Trap Period has endedcontinuance of any Trigger Period, Borrower shall submit an Annual Budget to Lender by December 1 of each year. Each Annual Budget shall include Operating Expenses and Capital Expenditure which are based upon, and consistent with, what is reasonable and customary for approval by Lenderproperties similar in size, location and nature to the Properties. During the continuance of any Trigger Period, the Annual Budget then currently in place which shall be deemed approved, but Lender shall have the right to approve any amendment thereto and each subsequent Annual Budget (which approval shall not be unreasonably withheld withheld, conditioned or delayed, delayed so long as no Event of Default is continuing) and shall further have the right to require Borrower to furnish Lender on a proposed pro forma budget biannual basis for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each its approval an update of such Annual Budget (which update shall be subject to Lender’s approval, such approval not to be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). Annual Budgets and/or updates thereof submitted to Lender in accordance herewith and, if Lender approval is then required hereunder, approved or deemed approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET"))in accordance with Section 4.9.5(b) hereof, and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as an “Approved Annual Budget”. During the "APPROVED OPERATING BUDGET")continuance of a Trigger Period, and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender to reflect actual increases in Taxes, Insurance Premiums and utilities expenses and variable Operating Expenses that directly relate to increases in revenue). None of Borrower, Leasehold Pledgor nor Manager shall (including increases for any non-discretionary expensesnor shall they cause or permit Owner or Operating Lessee to) change or modify an Approved Annual Budget, as it may be updated in accordance herewith, that has been approved or deemed approved by Lender without the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed so long as there is no Event of Default then continuing (until such time as the applicable Trigger Period ends, after which unless and until a new Trigger Period shall begin)), no Lender consent shall be required and Borrower may change or modify (or permit Owner or Operating Lessee to change or modify) an Approved Annual Budget in accordance with the terms of this Section 4.9.5.

Annual Budget. Borrowers' Designee (on behalf Within 45 days following the end of Borrowers) Tenant's fiscal year, Tenant shall prepare deliver to Landlord, for its approval, but only as contemplated below, a budget setting forth the operating expenditures expected to be incurred by Tenant in connection with the maintenance and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th operation of each year thereafter the premises during the Term until following lease year. Each such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be referred in form and detail reasonably satisfactory to herein as Landlord. In the event that the amount budgeted for repairs and maintenance required by Tenant under this Lease shows a decrease of more than ten percent (10%) of the average of such maintenance and repair budget amounts (in the aggregate or for any specific line item), for the preceding three (3) calendar years (a "APPROVED OPERATING BUDGETMATERIAL REDUCTION"), Tenant shall include a written justification of such reduced amount. If landlord, acting reasonably and in good faith, rejects Tenant's justification of the Material Reduction, Landlord shall notify Tenant in writing within (30) days following Landlord's receipt of Tenant's justification that Landlord reasonably disputes same and Tenant shall promptly thereafter revise such budget to increase the amount budgeted for Tenant's maintenance and repair required under the terms of this Lease to the lowest actual amounts incurred by Tenant for such maintenance and repair over the preceding three (3) calendar years. Within sixty (60) days after the expiration of each lease year, Tenant shall deliver to Landlord a detailed statement (I) setting forth the actual expenses incurred by Tenant in maintaining the Premises during such lease year and (ii) a Capital Expense budget showing, on a month-by-month basis, stating in reasonable detail, each line item of anticipated Capital Expenses (comparative form the expenses actually incurred by Tenant in maintaining the Premises during the lease year in question and once the amounts set forth in such Annual Budget has been lease year's approved by Lender, budget. Each such Capital Expense budget statement shall be referred certified by the either chief financial officer to herein Tenant or Tenant's vice president over facilities as the "APPROVED CAPITAL BUDGET")being true and correct in all material respects. Until such time that any Annual Budget has been approved by LenderNOTWITHSTANDING ANY OTHER PROVISIONS OF THIS SUBSECTION 7F, the prior Approved Annual Budget shall apply for all purposes hereunder IT IS UNDERSTOOD AND AGREED THAT NO APPROVAL BY LANDLORD OF ANY BUDGET OR ANY ITEM THEREIN, NOR ANY FAILURE OF LANDLORD TO OBJECTION TO ANY BUDGET OR ANY ITEM THEREIN, NOR ANY REASONS EXPRESSED FOR ANY OBJECTION BY LANDLORD, NOR THE AMOUNT OF ANY BUDGET ITEM, WHETHER LESS THAN OR MORE THAN PRIOR YEARS', SHALL IN ANY WAY INDICATE ANY CONSENT OF OR WAIVER BY LANDLORD, OR IN ANY WAY PERTAIN TO OR AFFECT, (with such adjustments as reasonably determined by Lender I) ANY OF TENANT'S OBLIGATIONS UNDER THIS LEASE WITH RESPECT TO MAINTAINING THE PREMISES AT THE ZALE HEADQUARTERS STANDARD, OR (including increases for any non-discretionary expenses))2) ANY OTHER PROVISIONS OF THIS LEASE PERTAINING TO TENANT'S MAINTENANCE AND REPAIR OBLIGATIONS.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 not later than thirty (30) days after a Cash Trap Period and by December 15th prior to the commencement of each year thereafter during the Term until such Cash Trap Period has endedFiscal Year, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each an Annual Budget approved by Lender is referred for such Fiscal Year with respect to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budgeteach Property. The Annual Budget shall consist be subject to Lender’s reasonable approval (each such Annual Budget, an “Approved Annual Budget”). In the event that Lender objects to a proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (i15) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder Business Days after receipt thereof (and once deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget has been approved by and resubmit the same to Lender, . Lender shall advise Borrower of any objections to such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and revised Annual Budget within ten (ii10) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses Business Days after receipt thereof (and once deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this Section 4.1.6(h) until Lender approves the Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET")Budget. Until such time that any Lender approves a proposed Annual Budget has been approved by LenderBudget, the prior most recent Approved Annual Budget shall apply apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Property Taxes, Insurance Premiums and Other Charges. In the event that Borrower must incur an extraordinary operating expense or capital expense not set forth in the applicable Approved Annual Budget (each, an “Extraordinary Expense”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))Lender’s approval.

Annual Budget. Borrowers' Designee (For the partial year period commencing on behalf of Borrowers) the date hereof, and for each Fiscal Year thereafter, Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 an Annual Budget not later than sixty (60) days after a Cash Trap Period and by December 15th prior to the commencement of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lenderperiod or Fiscal Year, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showingset forth, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income Borrower’s good faith estimate of Gross Income from Operations, Operating Expenses and operating expenses Capital Expenditures for such period or Fiscal Year and shall otherwise be in form reasonably satisfactory to Lender. The Annual Budget shall be subject to Lender’s reasonable approval (on each such Annual Budget, an “Approved Annual Budget”). In the event that Lender objects to a cash and accrual basis)proposed Annual Budget submitted by Borrower, including amounts required to establish, maintain and/or increase any monthly payments required hereunder Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and once deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget has been approved by and resubmit the same to Lender, . Lender shall advise Borrower of any objections to such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and revised Annual Budget within ten (ii10) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses days after receipt thereof (and once deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this Section 4.1.6(h) until Lender approves the Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET")Budget. Until such time that any Lender approves a proposed Annual Budget has been approved by LenderBudget, the prior most recent Approved Annual Budget shall apply apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums and Other Charges. In the event that Borrower must incur an extraordinary operating expense or capital expense not set forth in the applicable Approved Annual Budget (each, an “Extraordinary Expense”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))Lender’s approval.

Annual Budget. Borrowers' Designee (on behalf of Borrowersa) Borrower or Leasehold Pledgor shall prepare and submit (or shall cause Manager Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th 31 of each year thereafter the Annual Budget for the succeeding Fiscal Year; Borrower shall also submit any updates to such Annual Budget; provided that during the Term until such Cash Trap Period has endedcontinuance of any Trigger Period, Borrower shall submit an Annual Budget to Lender by December 1 of each year. Each Annual Budget shall include Operating Expenses and Capital Expenditure which are based upon, and consistent with, what is reasonable and customary for approval by Lenderproperties similar in size, location and nature to the Properties. During the continuance of any Trigger Period, the Annual Budget then currently in place which shall be deemed approved, but Lender shall have the right to approve any amendment thereto and each subsequent Annual Budget (which approval shall not be unreasonably withheld withheld, conditioned or delayed, delayed so long as no Event of Default is continuing) and shall further have the right to require Borrower to furnish Lender on a proposed pro forma budget biannual basis for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each its approval an update of such Annual Budget (which update shall be subject to Lender’s approval, such approval not to be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). Annual Budgets and/or updates thereof submitted to Lender in accordance herewith and, if Lender approval is then required hereunder, approved or deemed approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET"))in accordance with Section 4.9.5(b) hereof, and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as an “Approved Annual Budget”. During the "APPROVED OPERATING BUDGET")continuance of a Trigger Period, and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender to reflect actual increases in Taxes, Insurance Premiums and utilities expenses and variable Operating Expenses that directly relate to increases in revenue). None of Borrower, Leasehold Pledgor nor Manager shall (including increases for any non-discretionary expensesnor shall they cause or permit Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to) change or modify an Approved Annual Budget, as it may be updated in accordance herewith, that has been approved or deemed approved by Lender without the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed so long as there is no Event of Default then continuing (until such time as the applicable Trigger Period ends, after which unless and until a new Trigger Period shall begin))., no Lender consent shall be required and Borrower may change or modify (or permit Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to change or modify) an Approved Annual Budget in accordance with the terms of this Section 4.9.5. -97- Mezzanine B Loan Agreement

Annual Budget. Borrowers' Designee Not later than forty five (on behalf 45) days after the date of Borrowersthis Agreement, and thereafter not later than ninety (90) days prior to the commencement of each Calendar Year for the Property, Property Manager shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, for Owner’s approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma an itemized budget for the management and operation of the Property for during such Calendar Year prepared in accordance with GAAP (such budget as approved by Owner the succeeding calendar year “Annual Budget”); provided that Property Manager shall submit to Owner a preliminary budget not less than one hundred twenty (120) days prior to the "ANNUAL BUDGET", and each commencement of said Calendar Year. The parties agree that the initial Annual Budget approved by Lender is referred to herein as shall include 2004 pro forma budgets and the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such actual Annual BudgetBudget for 2005. The Annual Budget shall consist of (i) an operating expense budget showingbe accompanied by supporting, back-up documentation and shall show in detail all projected receipts and expenditures, capital or otherwise for the next calendar year, or for appropriate time periods as specified in the Real Estate Accounting Policies on a month-by-month, or other time period as specified in the Real Estate Accounting Policies, accrual basis. Each Annual Budget will show Property Manager’s month basisby month, or other time periods specified in reasonable the Real Estate Accounting Policies, estimate of projected revenues, expenses, and net operating cash flow from or for the Property for the upcoming Calendar Year, or for appropriate time periods as specified in the Real Estate Accounting Policies. The budget shall use the same chart of accounts and be in substantially the same format shown in Exhibit H subject to changes from time to time, so as to allow for comparability of actual results to budget. Property Manager, Owner and such other personnel or representatives as Owner may designate from time to time shall meet to discuss the Annual Budget in detail, each line item of Borrowers' anticipated operating including the rationale behind income and operating expenses (on a cash and accrual basis)expense projections. Any item or amount contained in the budget which is disapproved by Owner will be eliminated or revised, as the case may be, to the extent necessary to obtain Owner’s approval. Such Annual Budget, including amounts required to establish, maintain and/or increase any monthly payments required hereunder the annual Leasing Plan and the Capital Improvements Budget (and once such Annual Budget has been as hereinafter defined) which are approved by Lender, such operating expense budget shall be referred to herein as part of the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined be subject to a quarterly review by Lender (including increases for any non-discretionary expenses)).Owner. The Annual Budget shall include the following:

Annual Budget. Borrowers' Designee Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2013 calendar year (on behalf of Borrowers) the “Approved Initial Budget”). Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th November 1 of each year thereafter during the Term until such Cash Trap Period has endedAnnual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, for approval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably unreasonably, conditioned or delayed withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each so long as no Event of Default is continuing). An Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, during a Trigger Period or any revisions to such Annual Budget. The Annual Budget submitted prior to the commencement of a Trigger Period, shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as an “Approved Annual Budget”. In the "APPROVED OPERATING BUDGET"), and (ii) event of a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item Transfer of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as any Property the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments be reduced as reasonably determined by Lender in consultation with Borrower in order to reflect the removal of such Property and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in the event such Transfer is made in connection with a substitution under Section 2.4.3(a). If Lender has the right to approve an Annual Budget pursuant to this Section 6.8.3, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (including increases which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). The “Monthly Budgeted Amount” for each Monthly Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses and Capital Expenditures for the Interest Period related to such Monthly Payment Date. If during any non-discretionary expenses))Trigger Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior to the commencement of the calendar year to which such budget relates then the previous Approved Annual Budget shall continue to be deemed to be the Approved Annual Budget for that calendar year, except that the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budget.

Annual Budget. Borrowers' Designee (on behalf a) Prior to the Closing Date, Borrower has provided to Lender, for informational purposes, an Annual Budget for the 2014 Fiscal Year. Provided no Trigger Period has occurred and is continuing, Borrower shall provide to Lender, for informational purposes, no later than thirty (30) days following the end of Borrowersthe prior Fiscal Year (commencing with the Fiscal Year ending December 31, 2014) the Annual Budget for the current Fiscal Year; provided, however, that, if any Trigger Period commences, Borrower shall prepare and submit (or shall cause Manager to prepare and submit) deliver to Lender within 30 days after a Cash Trap Period an Annual Budget for Lender’s review and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, (which approval shall not be unreasonably withheld withheld, conditioned or delayed, subject to the provisions of Section 4.9.5(b)) within thirty (30) days of the commencement of such Trigger Period. During the continuance of a proposed pro forma budget for Trigger Period, Lender shall have the Property for the succeeding calendar year (the "ANNUAL BUDGET", and right to approve each Annual Budget Budget, including extraordinary operating expenses and Capital Expenditures (which approval shall not be unreasonably withheld, conditioned or delayed, subject to the provisions of Section 4.9.5(b)). Annual Budgets delivered to Lender (other than during the continuance of a Trigger Period) or approved by Lender is referred to herein as during the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget continuance of a Trigger Period shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as the "APPROVED OPERATING BUDGET")an “Approved Annual Budget”, and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once any such Annual Budget has been extraordinary operating expenses approved by Lender, such Capital Expense budget Lender during any Trigger Period pursuant to this Section 4.9.5(a) shall hereinafter be referred to herein as “Approved Extraordinary Expenses”. During the "APPROVED CAPITAL BUDGET"). Until continuance of a Trigger Period, until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including necessary to reflect actual increases for any in Taxes, Insurance Premiums, utilities expenses and other non-discretionary expensesitems). During the continuance of a Trigger Period, subject to the immediately previous sentence, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed, subject to the provisions of Section 4.9.5(b)).

Annual Budget. Borrowers' Designee Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2018 calendar year (on behalf of Borrowers) the “Approved Initial Budget”). Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th November 1 of each year thereafter during the Term until such Cash Trap Period has endedAnnual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, for approval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each so long as no Event of Default is continuing). An Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, during a Trigger Period or any revisions to such Annual Budget. The Annual Budget submitted prior to the commencement of a Trigger Period, shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as an “Approved Annual Budget”. In the "APPROVED OPERATING BUDGET"), and (ii) event of a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item Transfer of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as any Property the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments be reduced as reasonably determined by Lender in consultation with Borrower in order to reflect the removal of such Property and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in the event such Transfer is made in connection with a Substitution under Section 2.4.3(a). If Lender has the right to approve an Annual Budget pursuant to this Section 6.8.3, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (including increases which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). The “Monthly Budgeted Amount” for each Monthly Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses and Capital Expenditures for the Interest Period related to such Monthly Payment Date. If during any non-discretionary expenses))Trigger Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior to the commencement of the calendar year to which such budget relates then the previous Approved Annual Budget shall continue to be deemed to be the Approved Annual Budget for that calendar year, except that the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budget.

Annual Budget. Borrowers' Designee (For the partial year period commencing on behalf of Borrowers) the date hereof, and for each Fiscal Year thereafter, Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each an Annual Budget approved by Lender is referred not later than sixty (60) days prior to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions commencement of such period or Fiscal Year in form reasonably satisfactory to such Annual BudgetLender. The Annual Budget shall consist be subject to Lender’s approval (each such Annual Budget, an “Approved Annual Budget”). In the event that Lender reasonably objects to a proposed Annual Budget submitted by Borrower which requires the approval of Lender hereunder, Lender shall advise Borrower of such objections in writing within fifteen (i15) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder days after receipt thereof (and once deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget has been approved by and resubmit the same to Lender, . Lender shall advise Borrower of any further reasonable objections to such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and revised Annual Budget within ten (ii10) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses days after receipt thereof (and once deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this subsection until Lender approves the Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET")Budget. Until such time that any Lender approves a proposed Annual Budget has been approved by Lenderwhich requires the approval of Lender hereunder, the prior most recently Approved Annual Budget shall apply for all purposes hereunder (with apply; provided, that such adjustments as reasonably determined by Lender (including Approved Annual Budget shall be adjusted to reflect actual increases for any non-discretionary in Taxes, Insurance Premiums and utilities expenses)).

Annual Budget. Borrowers' Designee (on behalf At least 30 days prior to the commencement of Borrowers) each calendar year, Service Company, in consultation with Provider, shall prepare and submit (or shall cause Manager deliver to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, Policy Board for its approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget Budget, setting forth an estimate of Provider’s revenue and expenses for the Property for the succeeding upcoming calendar year (including without limitation the "ANNUAL BUDGET", and each Annual Service Fee associated with the services provided by Service Company hereunder). In the event that a proposed Budget is not approved by Lender is referred either the Policy Board or Parent (pursuant to herein as the "APPROVED ANNUAL BUDGET"Section 3.2(b)), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basisService Company, in reasonable detailconsultation with Provider, each line item shall promptly revise such Budget, taking into consideration the comments of Borrowers' anticipated operating income the Policy Board or Parent, as applicable, and operating expenses (on shall deliver such revised Budget to the Policy Board for approval. In the event that a cash proposed Budget has not been approved by both the Policy Board and accrual basis)Parent by the beginning of the calendar year, including amounts required to establishthen, maintain and/or increase any monthly payments required hereunder (and once such Annual until a new Budget has been approved by Lenderboth the Policy Board and Parent, such operating expense budget the Budget for the prior year shall be referred deemed to herein be adopted as the "APPROVED OPERATING BUDGET")Budget for the then-current year, except that (i) the Budget for Clinic Expenses shall be adjusted to account for any changes beyond the control of Service Company, including without limitation changes in laboratory fees or supply costs and automatic increases in rent or other occupancy costs, (ii) Service Company shall have the right to adjust the Budget for reasonable compensation increases for Service Company employees, and (iiiii) the Budget for capital expenditures shall include only expenditures for maintenance or emergency needs and any other capital expenditures expressly approved by the Policy Board from time to time. Notwithstanding any provisions of this Agreement to the contrary, for purposes of all calculations related to the Service Fee for any period the amount of Provider Expense used in such calculations for that period shall be determined by applying the methodology for compensating dentists and paying other budgeted Provider Expenses contained in the then-applicable Budget (e.g., if the Budget requires a Capital Expense budget showingdentist to be paid a base salary, on that salary shall be used for purposes of such calculations, and if the Budget requires that a monthdentist be paid formula-by-month basisbased compensation, that formula shall be used for purposes of such calculations); provided that the Parties shall exercise reasonable efforts to adjust the Budget from time to time as necessary to reflect changes in reasonable detail, each line item Provider’s staff of anticipated Capital dentists and/or compensation and/or other budgeted Provider Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget it being understood that neither Party shall be referred obligated to herein as agree to Budget adjustments deemed by such Party to be unreasonable under the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any nonthen-discretionary expenses)relevant circumstances).

Annual Budget. Borrowers' Designee (For the partial year period commencing on behalf of Borrowers) the date hereof, and for each Fiscal Year thereafter, Borrower or Op Co Pledgor shall prepare and submit (or shall cause Manager Mortgage Borrower or Operating Lessee to prepare and submit) to Lender within 30 an Annual Budget not later than thirty (30) days after a Cash Trap Period and by December 15th prior to the commencement of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lenderperiod or Fiscal Year, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showingset forth, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income Borrower’s (or Mortgage Borrower’s) good faith estimate of Gross Income from Operations, Operating Expenses and operating expenses Capital Expenditures (in each case on a cash an Individual Property-by-Individual Property basis) for such period or Fiscal Year and accrual basisshall otherwise be in form reasonably satisfactory to Lender. The Annual Budget and any revisions thereto shall be subject to Lender’s written approval (each such Annual Budget, an “Approved Annual Budget”), including amounts required which shall not be unreasonably withheld, conditioned, or delayed. In the event that Lender objects to establisha proposed Annual Budget submitted by Borrower, maintain and/or increase any monthly payments required hereunder Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and once deliver to Borrower a reasonably detailed description of such reasonable objections) and Borrower shall promptly revise such Annual Budget has been approved by and resubmit the same to Lender, . Lender shall advise Borrower of any objections to such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and revised Annual Budget within ten (ii10) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses days after receipt thereof (and once deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this Section 4.1.6(h) until Lender approves the Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET")Budget. Until such time that any Lender approves a proposed Annual Budget has been approved by LenderBudget, the prior most recently Approved Annual Budget shall apply for all purposes hereunder apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums and Other Charges. At any time that Lender’s approval is required under this Section 4.1.6(h) with respect to an Annual Budget, Lender’s approval shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto. In the event that Borrower must incur an extraordinary operating expense or capital expense not set forth in the applicable Approved Annual Budget or which results in an increase of more than ten percent (with such adjustments as reasonably determined by Lender (including increases 10%) of any individual line item for any non-discretionary expensesIndividual Property (each, an “Extraordinary Expense”)), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval, which shall not be unreasonably withheld, conditioned, or delayed.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma An annual operating expense budget for the Property Manager, which shall include allocations of such budget to the Company, SCL, SPL and any other subsidiaries, the form of which will be agreed upon by Manager and RDH, will be approved subject to the following terms. The budget approved by RDH for the succeeding calendar year (balance of Fiscal Year 2016 subsequent to the "ANNUAL BUDGET", Effective Date and each Annual Budget for Fiscal Year 2017 is attached hereto as Exhibit E. Each of the annual budgets attached hereto and any annual budgets approved by Lender is pursuant to this Section 7.1 are referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget". The Annual Budget shall consist be presented in the form of a budget of Manager regarding the Company, SPL, SDL and SCL with detailed allocations of certain expenses expected to be incurred directly by the Company, SPL, SDL and SCL as well as the operating expenses of Manager that are necessary for Manager to perform MEC’s duties under this Agreement and Manager’s duties under the Management Agreement, the SCL Operating Agreement, the SDL Operating Agreement and the SPL Operating Agreement, it being acknowledged and agreed that Manager’s operating expenses will be paid directly by Manager and reimbursed under the Management Agreement and through the Administrative Member Cost Reimbursement Fee paid by SCL, SDL and SPL pursuant to the allocation set forth in the SCL Operating Agreement, the SDL Operating Agreement, the SPL Operating Agreement and the Management Agreement. The Manager shall prepare and deliver to RDH, on or before November 15th of each then current calendar year, a proposed Annual Budget for the upcoming calendar year. RDH shall approve or reject the proposed Annual Budget within thirty (30) days after its receipt of the proposed Annual Budget and satisfactory responses to all of its questions in respect thereof. To the extent that the Annual Budget is not approved by RDH prior to the commencement of the calendar year to which such budget is to relate, unless and until an Annual Budget is approved, the Company shall be operated for that calendar year based on the Annual Budget for the prior calendar year with an inflation factor of three percent (3%) per line item. The Manager may propose amendments to the Annual Budget each fiscal quarter to allow the Company to adjust the last-approved Annual Budget to the current set of Investments and Company expenses. Once approved by RDH, such amended Annual Budget shall supersede the prior Annual Budget. Furthermore, RDH and MEC agree that, at any time that there are members in SCL or SPL which are not Affiliates of RDH or MEC (the “Pre-Approval Period”), (i) an operating expense MEC or Manager, as applicable, will obtain RDH’s approval of any budget showing, on a monthto be submitted to any such third-byparty member(s) in accordance with the terms of the SCL Operating Agreement and the SPL Operating Agreement prior to submission of such budget to any such third-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basisparty member(s), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a monthRDH will have ultimate authority to approve or reject any changes to such budgets proposed by any such third-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses party member(s) and (and once such iii) the Annual Budget has been approved by Lenderwill be reduced proportionally to reflect any lesser amounts agreed with Fundamental in the budgets for SCL and SPL, such Capital Expense budget as opposed to the corollary amounts set forth in the Annual Budget, provided, that, during the Pre-Approval Period, the Manager shall be referred first prepare and deliver to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any RDH a proposed preliminary Annual Budget has been approved by Lender, for the prior Approved Annual Budget shall apply upcoming calendar year no later than October 1st of each then current calendar year for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))RDH’s initial review and comment.”

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 thirty (30) days after a Cash Trap Management Period and by December 15th November 30th of each year thereafter during the Term until such Cash Trap Management Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved (or deemed approved pursuant to the terms of this Section 28(h)) by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. Lender's failure to approve or disapprove any Annual Budget or revision within 30 days after Lender's receipt thereof shall be deemed to constitute Lender's approval thereof. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' the Borrower's anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 28(h)) by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 28(h)) by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved (or deemed to have been approved pursuant to the terms of this Section 28(h)) by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)).

Annual Budget. Borrowers' Designee At least fifteen (on behalf 15) days prior to the commencement of Borrowers) each Fiscal Year, Borrower and Maryland Owner shall prepare and submit (or shall cause Manager to prepare and submit) deliver to Lender within 30 days after the Annual Budget for informational purposes or, if the Annual Budget has not yet been adopted the then most current draft, which shall be superseded upon Borrower’s adoption of the Annual Budget; provided, however, that, upon the occurrence and during the continuance of a Cash Trap Period Sweep Event, Borrower and by December 15th Maryland Owner shall deliver to Lender the Annual Budget for Lender’s review and approval of each year thereafter during the Term until discretionary items contained therein at least thirty (30) days prior to the commencement of such Cash Trap Period has ended, for approval by Lender, Fiscal Year (which approval shall not be unreasonably withheld withheld, conditioned or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist submitted pursuant to this Section 11.2.4 and, if required pursuant hereto as a result of (i) an operating expense budget showinga Cash Sweep Event, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget for any calendar year shall herein be referred to herein as the "APPROVED OPERATING BUDGET")“Approved Annual Budget”. During the continuance of a Cash Sweep Event, and (ii) a Capital Expense budget showingneither Borrower, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget Maryland Owner nor Manager shall be referred to herein as materially change or modify the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget without first obtaining the prior written consent of Lender, which consent shall apply not be unreasonably withheld, delayed or conditioned. If Borrower and/or Maryland Owner shall fail to deliver the Annual Budget and/or obtain Lender’s approval if required pursuant to this Section 11.2.4 because of the continuance of a Cash Sweep Event, the Approved Annual Budget for all purposes hereunder (with such adjustments the preceding calendar year, as reasonably determined increased by Lender (including increases for any actual increase in non-discretionary expenses)), shall constitute the Approved Annual Budget for the then applicable Fiscal Year until Borrower and Maryland Owner submit a new Annual Budget and, if applicable, obtains Lender’s approval thereof, for such Fiscal Year as required pursuant to this Section 11.2.4. Each request for approval under this Section 11.2.4 shall contain a legend in capitalized bold letters on the top of the first page stating: “THIS IS A REQUEST FOR LENDER’S APPROVAL. LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S APPROVAL BEING DEEMED TO HAVE BEEN GRANTED.” In the event that Lender fails to grant or withhold its approval to such request within such ten (10) Business Day period, then Lender’s approval shall be deemed to have been granted. Any disapproval of a proposed Annual Budget shall be accompanied with Lender’s reasonably detailed explanation of the reasons therefor.

Annual Budget. Borrowers' Designee (on behalf of Borrowersa) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th November 30th of each year thereafter during the Term until such Cash Trap Period has endedTerm, for approval by Lender, which approval shall not be unreasonably withheld withheld, conditioned or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET"“Annual Budget”, and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")“Approved Annual Budget”), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' Borrower’s anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by LenderLender (or deemed approved), such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"“Approved Operating Budget”), ; and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by LenderLender (or deemed approved by Lender pursuant to the terms of Section 6.3.6 hereof), such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"“Approved Capital Expense Budget”). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)). In no event will Lender or Servicer be permitted to charge a fee in connection with Lender’s or Servicer’s review of an Annual Budget.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) For each Fiscal Year, Borrower shall prepare or cause to be prepared and submit (or shall cause Manager to prepare and submit) delivered to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lenderits approval, which approval shall not be unreasonably withheld or delayedwithheld, a proposed pro forma budget for promptly upon its completion, an Annual Budget (including all drafts of such Annual Budget and including all amendments and drafts of such amendments) as it is prepared in respect of the Property for each Fiscal Year. In the succeeding calendar year (event Borrower engages a third party Property Manager in accordance with the "ANNUAL BUDGET"provisions of this Agreement to manage the Property, and each to the extent the Borrower has the right to approve any Annual Budget approved by or amendment to any Annual Budget under the Property Management Agreement pursuant to which such Property Manager is engaged or to the extent the Borrower has the right to approve or consent to any variance from the Annual Budget in excess of 5% of any line-item under such Property Management Agreement, Borrower shall not approve any such Annual Budget or any such amendment to any Annual Budget or approve or consent to any variance from such Annual Budget without the consent of Lender, which consent shall not be unreasonably withheld. Lender is referred shall have fifteen (15) Business Days after Lender’s receipt thereof to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, approve or disapprove any revisions to such Annual Budget. The If, at the expiration of such fifteen (15) Business Day approval period, Lender has not either approved or disapproved the Annual Budget in question, Borrower shall consist deliver a second notice to Lender. Lender shall advise Borrower of any objections to such budget within five Business Days (i5) an operating expense budget showing, on a month-by-month basis, days after receipt of such second notice and Borrower shall revise and resubmit same to Lender in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such accordance with the process described in this Section until Lender has approved the Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as in writing. Unless and until Lender approves the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such new Annual Budget has been approved by Lenderin writing, such Capital Expense budget Borrower shall be referred continue to herein as operate the "APPROVED CAPITAL BUDGET"). Until such time that any Property in accordance with the then existing Annual Budget has been approved by Lender, with increases in expenditures in an amount equal to the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))CPI.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 thirty (30) days after a Cash Trap Management Period and by December 15th November 30th of each year thereafter during the Term until such Cash Trap Management Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property owned by such Borrower for the succeeding calendar year (the "ANNUAL BUDGETAnnual Budget", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGETApproved Annual Budget")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' such Borrower's anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGETApproved Operating Budget"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGETApproved Capital Expense Budget"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)).

Annual Budget. Borrowers' Designee (on behalf of Borrowers) shall prepare and submit (or shall cause Manager to prepare and submit) Borrower has previously delivered to Lender within 30 the Annual Budget (covering both Operating Expenses and Capital Expenditures) for the Properties for the 2008 Fiscal Year. At least 15 days after a Cash Trap Period and by December 15th prior to the commencement of each year thereafter subsequent Fiscal Year during the Term until such Cash Trap Period has endedterm of the Loan, Borrower shall deliver to Lender for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget informational purposes only an Annual Budget for the Property Properties prepared by Operating Lessee in good faith for the succeeding calendar year ensuing Fiscal Year (the "ANNUAL BUDGET", covering both Operating Expenses and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), Capital Expenditures) and, promptly after preparation thereof, any subsequent revisions to thereto. The Operating Expense budget contained in such Annual Budget. The Annual Budget , and any revisions thereto, shall consist be subject to Lender’s approval during the continuance of an Event of Default (i) an operating expense budget showing, on a month-by-month basissuch Operating Expense budget, in reasonable detailthe absence of an Event of Default, each line item as so delivered, and during the continuance of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis)an Event of Default, including amounts required to establishas so approved or deemed approved, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be is referred to herein as the "APPROVED OPERATING BUDGET"“Approved Annual Operating Expense Budget”). The Capital Expenditure budget contained in such Annual Budget, and any revisions thereto, shall be subject to Lender’s approval during the continuance of an Event of Default, (ii) a such Capital Expense budget showing, on a month-by-month basisExpenditure Budget, in reasonable detailthe absence of an Event of Default, each line item as so delivered, and during the continuance of anticipated Capital Expenses (and once such Annual Budget has been an Event of Default, as so approved by Lenderor deemed approved, such Capital Expense budget shall be is referred to herein as the "APPROVED CAPITAL BUDGET"“Approved Annual Capital Expenditure Budget” and, together with the Approved Annual Operating Expense Budget, the “Approved Annual Budget”). Until such time that Notwithstanding the foregoing, but subject to Section 3.8, any revision of the Annual Budget has been approved by Lender, the prior or Approved Annual Budget relating to the application of the Capital Expenditure Amount shall apply be subject to Lender’s reasonable approval at all times, provided, however, that if, at least 20 days prior to the effectiveness of any such revision, Borrower shall deliver to Lender an Officer’s Certificate setting forth the details of such revision and certifying that net projected cash flows of the relevant Property for all purposes hereunder the term of the Loan are expected to be greater after giving effect to such revision than the net projected cash flows of the relevant Property for the term of the Loan before giving effect thereto (which Officer’s Certificate shall contain a reasonably detailed cash flow analysis in support thereof and shall be delivered to Lender in an envelope marked URGENT – LENDER’S ATTENTION REQUIRED WITHIN 20 DAYS), then Lender’s consent to such revision shall be deemed granted to the extent that Lender does not object to the accuracy of such cash flow analysis, or request additional supporting material with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))respect thereto, within 20 days of Lender’s receipt thereof.

Annual Budget. Borrowers' Designee (on behalf Within 30 days following the commencement of Borrowers) each Fiscal Year during the term of the Loan, Borrower shall prepare and submit (or deliver to Lender, for informational purposes only, an Annual Budget for such Fiscal Year and, promptly after preparation thereof, any subsequent revisions to the Annual Budget. In addition, Borrower shall cause Manager to prepare and submit) deliver to Lender an Annual Budget for the then-current Fiscal Year within 30 days after a Cash Trap the commencement of any Trigger Period or Event of Default (provided that, in the case of an Event of Default, the same has not been waived within such 30 day period), which Annual Budget and by December 15th of each year thereafter during any revisions thereto shall be subject to Lender’s approval, which shall not be unreasonably withheld (the Term until Annual Budget, as so approved, the “Approved Annual Budget”); provided, however, that Borrower shall not amend any Approved Annual Budget more than once in any 60-day period. For so long as Lender shall withhold its consent to any Annual Budget or any revisions thereto, the Annual Budget in effect prior to any such Cash Trap Period has ended, request for approval by shall remain in effect. Without the prior written consent of Lender, which approval consent shall not be unreasonably withheld or delayed, during the continuance of a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET"Trigger Period, and each Annual Budget approved by Borrower shall not make any expenditures that are not Budgeted Operating Expenses. If Lender is referred shall fail to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions respond to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required Borrower’s request to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that approve or disapprove any Annual Budget has been approved by or expenditure that is not a Budgeted Operating Expenses within five Business Days of Lender’s receipt thereof, Borrower may deliver to Lender a second request for consent stating in bold and capitalized that “LENDER’S FAILURE TO RESPOND TO THE ENCLOSED REQUEST WITHIN TEN BUSINESS DAYS SHALL BE DEEMED LENDER’S APPROVAL.” In the prior Approved Annual Budget event Lender fails to approve or disapprove such request within ten Business Days of Lender’s receipt of such second request, such request shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))be deemed approved.

Annual Budget. Borrowers' Designee (on behalf Each calendar year during the term of Borrowers) the Loan, as soon as made available to Borrower and/or Operating Lessee in accordance with the terms of Sections 6.02 and 6.03 of the Approved Management Agreement, Borrower or Operating Lessee shall prepare and submit (deliver or shall cause Approved Property Manager to prepare and submit) deliver to Lender within 30 days Lender, for informational purposes only, the Annual Budget and, promptly after a Cash Trap Period and by December 15th of each year thereafter preparation thereof, any subsequent revisions to the Annual Budget. If the budget approval process under the Approved Management Agreement shall be ongoing during the Term until continuance of a Trigger Period or an Event of Default, neither Borrower nor Operating Lessee shall exercise any budget approval right they may have under the Approved Management Agreement without the approval of Lender, such Cash Trap Period has endedapproval not to be unreasonably conditioned, withheld or delayed. For so long as Lender shall withhold its consent to any Annual Budget or any revisions thereto, the Annual Budget in effect prior to any such request for approval by shall remain in effect. Without the prior written consent of Lender, which approval consent shall not be unreasonably withheld or delayed, during the continuance of a proposed pro forma budget Trigger Period neither Borrower nor Operating Lessee shall make or approve any expenditures that are either not provided for in the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Approved Annual Budget approved by Lender is referred to herein as or that would, in the "APPROVED ANNUAL BUDGET"))aggregate, and, promptly after preparation thereof, cause any revisions to such Annual Budget. The line item in the Approved Annual Budget shall consist of (i) to be exceeded by 5% or more measured on an operating expense budget showing, on a month-by-month annual basis, in reasonable detailother than expenditures for non-discretionary items and expenditures required to be made by reason of the occurrence of any emergency (i.e., each an unexpected event that threatens imminent harm to persons or property at the Property) and with respect to which it would be impracticable, under the circumstances, to obtain Lender’s prior consent thereto. For the avoidance of doubt, decreases made or approved to any line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as in the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments not require Lender’s consent. Borrower and/or Operating Lessee shall deliver, or cause to be delivered, the 2011 Annual Budget as reasonably determined by Lender (including increases for any non-discretionary expenses))soon as is practical.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 thirty (30) days after a Cash Trap Management Period and by December 15th November 30th of each year thereafter during the Term until such Cash Trap Management Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGETAnnual Budget", and each Annual Budget approved (or deemed approved pursuant to the terms of this Section 28(h)) by Lender is referred to herein as the "APPROVED ANNUAL BUDGETApproved Annual Budget")), and, promptly after preparation thereof, any revisions to such Annual Budget. Lender's failure to approve or disapprove any Annual Budget or revision within 30 days after Lender's receipt thereof shall be deemed to constitute Lender's approval thereof. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' the Borrower's anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 28(h)) by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGETApproved Operating Budget"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 28(h)) by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGETApproved Capital Budget"). Until such time that any Annual Budget has been approved (or deemed to have been approved pursuant to the terms of this Section 28(h)) by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)).

Annual Budget. Borrowers' Designee (For the partial year period commencing on behalf of Borrowers) the date hereof, and for each Fiscal Year thereafter, Borrower shall prepare and submit (submit, or shall cause Manager to prepare and submit) be submitted, to Lender within 30 an Annual Budget not later than thirty (30) days after a Cash Trap Period and by December 15th prior to the commencement of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lenderperiod or Fiscal Year, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showingset forth, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income Borrower's good faith estimate of Gross Income from Operations, Operating Expenses and operating expenses Capital Expenditures for such period or Fiscal Year and shall otherwise be in form reasonably satisfactory to Lender. The Annual Budget shall be subject to Lender's reasonable approval (on each such Annual Budget, an "Approved Annual Budget") and shall include the notation "IMMEDIATE RESPONSE REQUIRED. FAILURE TO RESPOND TO THIS REQUEST FOR APPROVAL WITIDN TEN (10) BUSINESS DAYS AFTER LENDER'S RECEIPT SHALL ENABLE BORROWER TO DELIVER A SECOND NOTICE, WHICH THE FAILURE OF LENDER TO RESPOND TO WITHIN SEVEN (7) BUSINESS DAYS AFTER LENDER'S RECEIPT SHALL CONSTITUTE DEEMED APPROVAL BY LENDER" prominently displayed in bold, all caps and fourteen (14) point or larger font. In the event that Lender objects to a cash and accrual basis)proposed Annual Budget submitted by Borrower, including amounts required to establish, maintain and/or increase any monthly payments required hereunder Lender shall advise Borrower of such objections within ten (10) Business Days after receipt thereof (and once deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget has been approved by and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this Section 4.1.6(h) until Lender approves the Annual Budget. In the event that Lender fails to respond to a proposed Annual Budget or a revised Annual Budget within ten (10) Business Days after Lender's receipt thereof, such operating expense budget Borrower shall resubmit the proposed Annual Budget or revised Annual Budget with the notation "IMMEDIATE RESPONSE REQUIRED. FAILURE TO RESPOND TO TIDS REQUEST FOR APPROVAL WITIHIN SEVEN (7) BUSINESS DAYS AFTER LENDER'S RECEIPT SHALL CONSTITUTE DEEMED APPROVAL BY LENDER" prominently displayed in bold, all caps and fourteen (14) point or larger font. If Lender does not approve or advise Borrower of any objections to the proposed Annual Budget or revised Annual Budget within seven (7) Business Days after Lender's receipt of the resubmitted request, Lender shall be referred deemed to herein as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once have approved such proposed Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET")or revised Annual Budget. Until such time that any Lender approves a proposed Annual Budget has been approved by Lenderor a proposed Annual Budget is deemed approved, the prior most recent Approved Annual Budget shall apply apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums and Other Charges. In the event that Borrower must incur an extraordinary operating expense or capital expense not set forth in the applicable Approved Annual Budget (or, if such expense is set forth in the applicable Approved Annual Budget, the actual cost of such expense exceeds the budgeted amount as set forth in such Approved Annual Budget) (each, an "Extraordinary Expense"), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for all purposes hereunder (Lender's approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that Lender's approval shall not be required in connection with emergency expenses to preserve and protect the Property and occupants thereof from imminent danger to health or safety. In the event of any such adjustments as emergency expense, Borrower shall deliver, or cause to be delivered, to Lender a reasonably determined by Lender (including increases for any non-discretionary expenses))detailed explanation of such expense promptly after incurring the same.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period or Cash Sweep Period and by December 15th of each year thereafter during the Term until such Cash Trap Period or Cash Sweep Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)).

Annual Budget. Borrowers' Designee (For the partial year period commencing on behalf of Borrowers) the date hereof, and for each Fiscal Year thereafter, Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 an Annual Budget not later than thirty (30) days after a Cash Trap Period and by December 15th prior to the commencement of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lenderperiod or Fiscal Year, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showingset forth, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income Borrower’s good faith estimate of Gross Income from Operations, Operating Expenses and operating expenses Capital Expenditures for such period or Fiscal Year and shall otherwise be in form reasonably satisfactory to Lender. The Annual Budget shall be subject to Lender’s reasonable approval (on each such Annual Budget, an “Approved Annual Budget”) and shall include the notation “IMMEDIATE RESPONSE REQUIRED. FAILURE TO RESPOND TO THIS REQUEST FOR APPROVAL WITHIN TEN (10) BUSINESS DAYS AFTER LENDER’S RECEIPT SHALL ENABLE BORROWER TO DELIVER A SECOND NOTICE, WHICH THE FAILURE OF LENDER TO RESPOND TO WITHIN SEVEN (7) BUSINESS DAYS AFTER LENDER’S RECEIPT SHALL CONSTITUTE DEEMED APPROVAL BY LENDER” prominently displayed in bold, all caps and fourteen (14) point or larger font. In the event that Lender objects to a cash and accrual basis)proposed Annual Budget submitted by Borrower, including amounts required to establish, maintain and/or increase any monthly payments required hereunder Lender shall advise Borrower of such objections within ten (10) Business Days after receipt thereof (and once deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget has been approved by and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this Section 4.1.6(h) until Lender approves the Annual Budget. In the event that Lender fails to respond to a proposed Annual Budget or a revised Annual Budget within ten (10) Business Days after Lender’s receipt thereof, such operating expense budget Borrower shall resubmit the proposed Annual Budget or revised Annual Budget with the notation “IMMEDIATE RESPONSE REQUIRED. FAILURE TO RESPOND TO THIS REQUEST FOR APPROVAL WITHIN SEVEN (7) BUSINESS DAYS AFTER LENDER’S RECEIPT SHALL CONSTITUTE DEEMED APPROVAL BY LENDER” prominently displayed in bold, all caps and fourteen (14) point or larger font. If Lender does not approve or advise Borrower of any objections to the proposed Annual Budget or revised Annual Budget within seven (7) Business Days after Lender’s receipt of the resubmitted request, Lender shall be referred deemed to herein as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once have approved such proposed Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET")or revised Annual Budget. Until such time that any Lender approves a proposed Annual Budget has been approved by Lenderor a proposed Annual Budget is deemed approved, the prior most recent Approved Annual Budget shall apply apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums and Other Charges. In the event that Borrower must incur an extraordinary operating expense or capital expense not set forth in the applicable Approved Annual Budget (or, if such expense is set forth in the applicable Approved Annual Budget, the actual cost of such expense exceeds the budgeted amount as set forth in such Approved Annual Budget) (each, an “Extraordinary Expense”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for all purposes hereunder (Lender’s approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that Lender’s approval shall not be required in connection with emergency expenses to preserve and protect the Property and occupants thereof from imminent danger to health or safety. In the event of any such adjustments as emergency expense, Borrower shall deliver to Lender a reasonably determined by Lender (including increases for any non-discretionary expenses))detailed explanation of such expense promptly after incurring the same.

Annual Budget. Borrowers' Designee (For the partial year period commencing on behalf of Borrowers) the date hereof, and for each Fiscal Year thereafter, Borrower or Operating Lessee shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 an Annual Budget not later than thirty (30) days after a Cash Trap Period and by December 15th prior to the commencement of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lenderperiod or Fiscal Year, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showingset forth, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income Borrower’s good faith estimate of Gross Income from Operations, Operating Expenses and operating expenses Capital Expenditures (in each case on a cash an Individual Property-by-Individual Property basis) for such period or Fiscal Year and accrual basisshall otherwise be in form reasonably satisfactory to Lender. The Annual Budget and any revisions thereto shall be subject to Lender’s written approval (each such Annual Budget, an “Approved Annual Budget”), including amounts required which shall not be unreasonably withheld, conditioned, or delayed. In the event that Lender objects to establisha proposed Annual Budget submitted by Borrower, maintain and/or increase any monthly payments required hereunder Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and once deliver to Borrower a reasonably detailed description of such reasonable objections) and Borrower shall promptly revise such Annual Budget has been approved by and resubmit the same to Lender, . Lender shall advise Borrower of any objections to such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and revised Annual Budget within ten (ii10) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses days after receipt thereof (and once deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this Section 4.1.6(h) until Lender approves the Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET")Budget. Until such time that any Lender approves a proposed Annual Budget has been approved by LenderBudget, the prior most recently Approved Annual Budget shall apply for all purposes hereunder apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums and Other Charges. At any time that Lender’s approval is required under this Section 4.1.6(h) with respect to an Annual Budget, Lender’s approval shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto. In the event that Borrower must incur an extraordinary operating expense or capital expense not set forth in the applicable Approved Annual Budget or which results in an increase of more than ten percent (with such adjustments as reasonably determined by Lender (including increases 10%) of any individual line item for any non-discretionary expensesIndividual Property (each, an “Extraordinary Expense”)), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval, which shall not be unreasonably withheld, conditioned, or delayed.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) the Annual Budget to Lender within 30 not later than thirty (30) days after prior to the commencement of each Fiscal Year. During a Cash Trap Period and by December 15th of each year thereafter during Sweep Period, the Term until Annual Budget, shall be subject to Lender’s written approval, such Cash Trap Period has ended, for approval by Lender, which approval shall not to be unreasonably withheld withheld, delayed or delayed, a proposed pro forma budget for the Property for the succeeding calendar year qualified (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget, an “Approved Annual Budget”). The In the event that Lender objects to a proposed Annual Budget submitted by Borrower, Lender shall consist advise Borrower of such objections within fifteen (i15) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder days after receipt thereof (and once deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget has been approved by and resubmit the same to Lender, . Lender shall advise Borrower of any objections to such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and revised Annual Budget within ten (ii10) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses days after receipt thereof (and once deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this subsection until Lender approves the Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET")Budget. Until such time that any Lender approves a proposed Annual Budget has been approved by LenderBudget, the prior most recently Approved Annual Budget shall apply for all purposes hereunder (with apply; provided that, such adjustments as reasonably determined by Lender (including Approved Annual Budget shall be adjusted to reflect actual increases for any non-discretionary in real estate taxes, insurance premiums, utilities expenses)), labor rates and similar expenses that are not subject to Borrower’s control.

Annual Budget. Borrowers' Designee Attached hereto as Exhibit C is an “Annual Budget” that has been approved by the KBS Member (on behalf except as set forth in this Section 2.10(a)) and sets forth, by category, the estimated costs that are projected to be incurred for the remainder of Borrowersthe 2016 fiscal year and the 2017 fiscal year in connection with the ownership, renovation, construction, and leasing of the Project by the Company. The initial Annual Budget (and each subsequent Annual Budget to the extent applicable until the completion of the renovations to be made by the Company at the Project as described in the Business Plan (the “Renovations”)) shall prepare includes a budget setting forth the estimated renovation costs to be incurred by the Company in connection with the renovation and submit construction of the Project (the “Renovation Budget”). On or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th before the last business day of November of each year thereafter during (each an “Update Date”), Managing Member shall prepare a new Annual Budget for the Term until such Cash Trap Period has ended, for approval upcoming calendar year which shall be required to be approved by Lenderthe KBS Member as a Major Decision under Section 2.02(b), which approval shall not set forth, by individual category, the costs and expenses projected to be unreasonably withheld or delayed, a proposed pro forma budget incurred by the Company for the Property for ensuing fiscal year. In the succeeding calendar year (event the "ANNUAL BUDGET", and each KBS Member does not respond to the proposed Annual Budget approved within fifteen (15) business days after receipt of such budget, Managing Member may send a second notice by Lender is referred certified mail, return receipt requested, containing a statement in all caps that the failure to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions respond to such proposed Annual Budget within ten (10) days will result in deemed approval of such Annual Budget. The If KBS Member does not timely respond to the second notice, then the Annual Budget shall consist of (i) an operating expense budget showingbe deemed approved. Notwithstanding anything to the contrary herein, on a month-by-month basis, the estimated Renovation Budget included in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such the initial Annual Budget attached hereto as Exhibit C-1 has not been approved by LenderKBS Member and the Company shall not commence (nor shall Managing Member cause the commencement of) the Renovations or expend any funds with respect to the Renovations unless and until KBS Member has approved a detailed Renovation Budget prepared by Managing Member; provided, however, KBS Member shall not withhold its consent if such operating expense budget shall be referred Renovation Budget is necessary to herein as commence work in order to comply with the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item terms of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))Mortgage Loan.

Annual Budget. Borrowers' Designee (on behalf of Borrowersi) Borrower shall prepare and submit deliver to Lender, on or before the date that is eighty (or shall cause Manager 80) days prior to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th the end of each year thereafter Fiscal Year, an Annual Budget in respect of the Mortgaged Properties for the ensuing Fiscal Year. The Annual Budget shall include a capital expenditures budget (y) with respect to any Mortgaged Property in the event that the Master Tenant is no longer responsible for all Capital Expenditures with respect to such Mortgaged Property pursuant to the related Master Lease and (z) with respect to the Mortgaged Properties for any period after the Anticipated Prepayment Date. The Annual Budget shall be subject to Lender's approval, with respect to any period after (A) the Anticipated Prepayment Date, (B) the occurrence of an Low Debt Service Reserve Trigger Event or (C) the occurrence of an Event of Default. Once approved, such budget shall be complied with, subject to a five percent (5%) variance on year-to-date expenses (such variance shall be applied on a line-item basis, except that immaterial items may be aggregated for such variance and except for emergencies, but only to the extent necessary to prevent personal injury or imminent material damage to any Mortgaged Property). In addition, Borrower shall have the right to submit proposed modifications to the approved budget, not more than one time during the Term until such Cash Trap Period has ended, for approval by Lenderany quarter, which modifications shall be subject to Lender's approval shall (not to be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each ). Lender's failure to approve or disapprove any Annual Budget approved by Lender is referred within thirty (30) days after Lender's receipt thereof shall be deemed to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation constitute Lender's approval thereof, any revisions to such Annual Budget. The Annual Budget shall consist of ; provided (i) an operating expense budget showing, on Borrower shall have delivered to Lender a month-by-month basis, in reasonable detail, each line item second notice not earlier than fifteen (15) days prior to expiration of Borrowers' anticipated operating income such approval period and operating expenses not later than ten (on a cash and accrual basis), including amounts required 10) days prior to establish, maintain and/or increase any monthly payments required hereunder (and once the expiration of such Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), approval period and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Borrower shall have delivered the Annual Budget has been approved by to Lender with a cover letter stating that the Lender, such Capital Expense budget shall be referred 's failure to herein as approve or disapprove the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder within thirty days (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))30) days will result in its deemed approval.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 thirty (30) days after a Cash Trap Management Period and by December 15th November 30th of each year thereafter during the Term until such Cash Trap Management Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved (or deemed approved pursuant to the terms of this Section 28(h)) by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. Lender's failure to approve or disapprove any Annual Budget or revision within 30 days after Lender's receipt thereof shall be deemed to constitute Lender's approval thereof. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month bymonth basis, in reasonable detail, each line item of Borrowers' the Borrower's anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 28(h)) by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 28(h)) by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved (or deemed to have been approved pursuant to the terms of this Section 28(h)) by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)).

Annual Budget. Borrowers' Designee (on behalf Simultaneously with the execution of Borrowers) shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget this Agreement for the Property for period commencing on the succeeding calendar year (the "ANNUAL BUDGET"date hereof and ending on December 31, 1997, and thereafter for each Annual Budget approved by Lender is referred calendar year, the Company shall submit to herein as the "APPROVED ANNUAL BUDGET"))PAT, andxxr PAT's written approval, promptly after preparation thereofan annual budget, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, broken down on a month-by-month basisbasis (an "Annual Operating Budget") for the Company not later than November 30th of each calendar year, provided, that the Managing Member shall use good faith efforts to provide the Annual Operating Budget for the initial fiscal year of the Company to PAT xx the end of the first quarter of such initial fiscal year, in form reasonably satisfactory to PAT xxxting forth in reasonable detail, each line item of Borrowers' anticipated detail budgeted monthly operating income and monthly operating capital and other expenses for the Property. Each Annual Operating Budget shall contain, among other things, limitations on management fees, third party service fees, and other expenses as the Company may reasonably determine and shall include a separate statement comparing Affiliated Party Expense, and management fees for such period to amounts paid with respect thereto for the previous fiscal year. PAT xxxll have the right to reasonably approve such Annual Operating Budget and, in the event that PAT xxxects to the proposed Annual Operating Budget submitted by the Company, PAT xxxll advise the Company of such objections within twenty (20) days after receipt thereof (and deliver to the Company a reasonably detailed description of such objection) and the Company shall promptly revise such Annual Operating Budget and resubmit the same to PAT. XAT xxxll advise the Company of any objections to such revised Annual Operating Budget within ten (10) days after receipt thereof (and deliver to the Company a reasonably detailed description of such objection) and the Company shall promptly revise the same in accordance with the process described in this sentence until PAT xxxroves an Annual Operating Budget; provided that if the proposed Annual Operating Budget is not finalized on a cash and accrual basis), including amounts or prior to the date on which such Annual Operating Budget is required to establish, maintain and/or increase any monthly payments required hereunder be submitted to the Lender pursuant to the terms of the Loan Documents (and once the Company and PAT xxxe acted in good faith to resolve any disputes they have with respect to such Annual Operating Budget has been in accordance with Section 10.16, then the Company shall submit its original Annual Operating Budget to the Lender for informational purposes under the Loan Documents. Each such Annual Operating Budget approved by Lender, such operating expense budget PAT xx accordance with terms hereof shall hereinafter be referred to herein as the an "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Approved Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Operating Budget." Until such time that any PAT xxxroves a proposed Annual Budget has been approved by LenderOperating Budget, the prior most recently Approved Annual Operating Budget shall apply for all purposes hereunder (with apply; provided that, such adjustments as reasonably determined by Lender (including Approved Annual Operating Budget shall be adjusted to reflect actual increases for any non-discretionary expenses))in real estate taxes, insurance premiums and utilities expenses and increases in revenues.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 thirty (30) days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' the Borrower's anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)).

Annual Budget. Borrowers' Designee (on behalf of Borrowers) For each Fiscal Year during such time as the Pre-Approved Manager Conditions are satisfied, Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap (for informational purposes only for so long as no Trigger Period and exists) (a) by December 15th 31st of each year thereafter during a preliminary Annual Budget for the Term until succeeding Fiscal Year and (b) promptly upon such Cash Trap Annual Budget being mutually agreed to by Borrower and Manager, the final Annual Budget for such Fiscal Year. During the continuance of a Trigger Period has endedor at any time that the Pre-Approved Manager Conditions are not satisfied, (i) Lender may require Borrower to furnish to Lender, on the first day of each calendar quarter, an updated Annual Budget for the Property, (ii) the preliminary Annual Budget submitted to Lender as provided above shall be subject to Lender's review and comment and (iii) Borrower shall not exercise any approval by rights relating to the Annual Budget (referred to as the "Yearly Budget" under the current Management Agreement) or any amendment or supplements thereto without the consent of Lender, which approval consent shall not be unreasonably delayed, withheld or delayed, conditioned or otherwise exercised in a proposed pro forma budget for manner that violates the Property for Management Agreement of Current Manager or a Pre-Approved Manager. Final Annual Budgets (and updates thereof) delivered to Lender (other than during the succeeding calendar year (continuance of a Trigger Period or such time as the "ANNUAL BUDGET", and each Annual Budget Pre-Approved Manager Conditions are not satisfied) or approved by Lender is referred to herein during the continuance of a Trigger Period or at such time as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual BudgetPre-Approved Manager Conditions are not satisfied. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as an “Approved Annual Budget”. During the continuance of a Trigger Period or such time as the "APPROVED OPERATING BUDGET")Pre-Approved Manager Conditions are not satisfied, and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until until such time that any Annual Budget has been approved by LenderLender (as provided above), the provisions of Section 6.02(d) of the current Management Agreement shall apply with respect to unapproved portions of the Yearly Budget or if the current Management Agreement has been replaced, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including to reflect actual increases for any non-discretionary in Taxes, Insurance Premiums and utilities expenses)). To the extent Lender has approval rights over an Annual Budget pursuant to this Section 4.9.5, Borrower shall not consent to any change or modification to an Annual Budget that has been approved by Lender without the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed. Borrower shall promptly advise Lender in the event that either Manager or Borrower submits a dispute regarding a "Yearly Budget" is submitted to arbitration pursuant to Section 22.17 of the Management Agreement.

Annual Budget. Borrowers' Designee Within sixty (on behalf 60) days prior to each Lease Year following the first Lease Year, Landlord, Tenant and Landlord's management company shall in good faith agree upon a pro-forma budget setting forth the estimated repairs, maintenance, cost and scope of Borrowers) shall prepare services and submit (or shall cause Manager other Operating Costs anticipated to prepare and submit) to Lender within 30 days after a Cash Trap Period and be incurred by December 15th of each year thereafter Landlord during the Term until coming Lease Year. Upon approval of the same by Landlord and Tenant, such Cash Trap Period has ended, for approval by Lender, which approval budget shall not be unreasonably withheld or delayed, a proposed pro forma budget constitute the "Approved Budget" for the Property following Lease Year for all purposes hereof. Until an Approved Budget for such Lease Year has been agreed upon (a) the actual Operating Costs incurred by Landlord for the succeeding calendar year (previous Lease Year shall be used as the "ANNUAL BUDGET"basis for calculating the amount of Tenant's estimated payments of Tenant's Share of Expense Increases for the then current Lease Year, and each Annual Budget approved by Lender is referred (b) Landlord shall continue to herein provide services and other items within the definition of Operating Costs utilizing the same scope of services as was utilized in the "APPROVED ANNUAL BUDGET"))previous Lease Year. Further, and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) until an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Approved Budget has been approved by Lenderagreed upon, Tenant shall remain responsible for the entirety of Tenant's Share of Expense Increases with respect to all Operating Costs incurred in the provision of such operating expense budget scope of services as set forth above for such period, even if the Operating Costs applicable to the same scope of services in the current Lease Year exceeds that applicable to the previous Lease Year, as a result of (among other things) increases in market rate unit prices applicable to such services or items, or differences in the frequency of utilization of such services or items (i.e., increased frequency of repairs or snow removal) (subject, however, to Tenant's option in accordance with Section 8.4, above, to reduce services for such Lease Year). Nothing in this Section 9.5 shall be referred construed to herein as require Landlord, pending the "APPROVED OPERATING BUDGET")agreement of the parties on an Approved Budget in any Lease Year, to reduce, curtail or eliminate any services deemed by Landlord in its good faith judgment to be necessary for the proper maintenance and (ii) repair of the Premises in a Capital condition comparable to similar properties in the Fairfax, Virginia area, or to constitute a waiver of or bar to Landlord's right to recover Tenant's Share of Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (Increases with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))respect thereto.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) The CID Board shall prepare and submit (prepare, or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayedprepared, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income capital and operating expenses for the District’s first fiscal year and submit that budget to the City’s Director of Finance (on “Finance Director”) within sixty (60) days after the date the City Council approves an ordinance to establish the District. For each subsequent fiscal year of the District, the CID Board shall prepare, or cause to be prepared, a cash budget for capital and accrual basisoperating expenses for the District’s upcoming fiscal year and, no earlier than one hundred eighty (180) days and no later than ninety (90) days prior to the first day of each fiscal year, shall submit a proposed budget to the Finance Director, for review and approval (the “Annual Budget”). Within a reasonable time after obtaining the Finance Director’s approval of the Annual Budget, the CID Board shall approve the same. If the Finance Director rejects the Annual Budget initially submitted by the CID Board within a reasonable time (not to exceed ten (10) business days), including amounts required the Finance Director shall request, in writing, with written reasons for rejection of the Annual Budget, that the CID Board submit to establishthe Finance Director an alternate budget. If an alternate budget is requested, maintain and/or increase any monthly payments required hereunder the CID Board shall submit the alternate budget to the Finance Director, within ten (10) business days following the request, for the Finance Director’s review and once such approval. In the event that the alternate budget is also rejected by the Finance Director within a reasonable time (not to exceed ten (10) business days), the Finance Director shall submit to the District written reasons for the rejection of the alternate budget along with a budget that meets the City’s approval (the “City’s Proposed Budget”) for the CID Board’s review and approval. In the event that the City-Proposed Budget is not acceptable to the CID Board, then the immediately preceding year’s approved Annual Budget, adjusted for inflation by a factor of the most current Consumer Price Index (CPI) for each expense category identified therein, which the City’s Finance Director shall verify and approve, shall be deemed to be the approved Annual Budget has been approved by Lender, such operating expense budget for the then upcoming fiscal year. Each Annual Budget for the District shall be referred to herein prepared in accordance with all applicable state statutes including Section 67.010 RSMo, as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))amended.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma An annual operating expense budget for the Property Manager, which shall include allocations of such budget to the Company, SCL, SPL and any other subsidiaries, the form of which will be agreed upon by Manager and RDH, will be approved subject to the following terms. The budget approved by RDH for the succeeding calendar year (balance of Fiscal Year 2016 subsequent to the "ANNUAL BUDGET", Effective Date and each Annual Budget for Fiscal Year 2017 is attached hereto as Exhibit E. Each of the annual budgets attached hereto and any annual budgets approved by Lender is pursuant to this Section 7.1 are referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget". The Annual Budget shall consist be presented in the form of a budget of MEC with detailed allocations of certain expenses expected to be incurred directly by the Company, SPL, SDL and SCL as well as the operating expenses of MEC that are necessary for MEC to perform its duties under this Agreement and the Management Agreement, the SCL Operating Agreement, the SDL Operating Agreement and the SPL Operating Agreement, it being acknowledged and agreed that MEC’s operating expenses will be paid directly by MEC and reimbursed under the Management Agreement and through the Administrative Member Cost Reimbursement Fee paid by the SCL, SDL and SPL pursuant to the allocation set forth in the SCL Operating Agreement, the SDL Operating Agreement, the SPL Operating Agreement and the Management Agreement. The Manager shall prepare and deliver to RDH, on or before November 15th of each then current calendar year, a proposed Annual Budget for the upcoming calendar year. RDH shall approve or reject the proposed Annual Budget within thirty (30) days after its receipt of the proposed Annual Budget and satisfactory responses to all of its questions in respect thereof. To the extent that the Annual Budget is not approved by RDH prior to the commencement of the calendar year to which such budget is to relate, unless and until an Annual Budget is approved, the Company shall be operated for that calendar year based on the Annual Budget for the prior calendar year with an inflation factor of three percent (3%) per line item. MEC may propose amendments to the Annual Budget each fiscal quarter to allow the Company to adjust the last-approved Annual Budget to the current set of Investments and Company expenses. Once approved by RDH, such amended Annual Budget shall supersede the prior Annual Budget. Furthermore, RDH and MEC agree that, at any time that there are members in SCL or SPL which are not Affiliates of RDH or MEC (the “Pre-Approval Period”), (i) an operating expense MEC will obtain RDH’s approval of any budget showing, on a monthto be submitted to any such third-byparty member(s) in accordance with the terms of the SCL Operating Agreement and the SPL Operating Agreement prior to submission of such budget to any such third-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basisparty member(s), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a monthRDH will have ultimate authority to approve or reject any changes to such budgets proposed by any such third-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses party member(s) and (and once such iii) the Annual Budget has been approved by Lenderwill be reduced proportionally to reflect any lesser amounts agreed with Fundamental in the budgets for SCL and SPL, such Capital Expense budget as opposed to the corollary amounts set forth in the Annual Budget, provided, that, during the Pre-Approval Period, the Manager shall be referred first prepare and deliver to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any RDH a proposed preliminary Annual Budget has been approved by Lender, for the prior Approved Annual Budget shall apply upcoming calendar year no later than October 1st of each then current calendar year for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))RDH’s initial review and comment.

Annual Budget. Borrowers' Designee The Parties shall reasonably cooperate to develop the Budget for each calendar year during the Term. To accomplish this: (on behalf of Borrowersi) Provider shall prepare exercise commercially reasonable efforts to provide to Service Company, not less than 90 days prior to each calendar year, Provider’s anticipated hours for providing Dental Care, gross production per hour goals for each dentist and submit dental hygienist to be utilized by Provider to provide Dental Care, and Provider Expenses for that calendar year; and (or ii) Service Company, in consultation with Provider, shall cause Manager exercise commercially reasonable efforts to prepare and submit) deliver to Lender within the Policy Board, not less than 30 days after a Cash Trap Period and by December 15th of prior to each calendar year thereafter during (assuming Provider has timely provided the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayedinformation as required under the immediately preceding clause), a proposed pro forma budget Budget for the Property that calendar year, setting forth an estimate of Provider’s revenue and expenses for the succeeding calendar that year (including without limitation the "ANNUAL BUDGET"Service Fee). Each Budget shall be subject to the approval of the Policy Board. Each Budget also shall be subject to the approval of Parent since Parent is the primary source of working capital and other capital for Provider’s and Service Company’s operations. If a proposed Budget is not approved by either the Policy Board or Parent, Service Company, in consultation with Provider and Parent, shall promptly revise such proposed Budget, taking into consideration the comments of the Policy Board and Parent, and each Annual shall deliver such revised Budget to the Policy Board and Parent for approval. Notwithstanding any other provisions of this Agreement to the contrary, if a proposed Budget has not been approved by Lender is referred to herein as both the "APPROVED ANNUAL BUDGET"))Policy Board and Parent for a calendar year, andthen, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on until a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual new Budget has been approved by Lenderboth the Policy Board and Parent, such operating expense budget the Budget in effect for the prior calendar year shall be referred deemed to herein be adopted as the "APPROVED OPERATING BUDGET")Budget for the then-current year except that (i) the Budget for Clinic Expenses and all related items shall be adjusted to account for any changes beyond the reasonable control of Service Company, including without limitation changes in laboratory fees or supply costs and automatic increases in rent or other occupancy costs, (ii) Service Company shall have the right to adjust the Budget for reasonable compensation increases for its employees, for changes in employee benefits or related costs, and for expenses related to new employees reasonably necessary for Service Company to perform the Services, and (iiiii) the Budget for capital expenditures shall include only expenditures for maintenance or emergency needs and any other capital expenditures expressly approved by both the Policy Board and Parent from time to time. Notwithstanding any provisions of this Agreement to the contrary, for purposes of all calculations related to the Service Fee for any period the amount of Provider Expense used in such calculations for that period shall be determined by applying the methodology for compensating dentists and paying other budgeted Provider Expenses contained in the then-applicable Budget (e.g., if the Budget requires a Capital Expense budget showingdentist to be paid a base salary, on that salary shall be used for purposes of such calculations, and if the Budget requires that a monthdentist be paid formula-by-month basisbased compensation, that formula shall be used for purposes of such calculations); provided that the Parties shall exercise reasonable efforts to adjust the Budget from time to time as necessary to reflect changes in reasonable detail, each line item Provider’s staff of anticipated Capital dentists and/or compensation and/or other budgeted Provider Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget it being understood that neither Party shall be referred obligated to herein as agree to Budget adjustments deemed by such Party to be unreasonable under the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any nonthen-discretionary expenses)relevant circumstances).

Annual Budget. Borrowers' Designee (on behalf Each calendar year during the term of Borrowers) the Loan, as soon as made available to Maryland Guarantor and/or Operating Lessee in accordance with the terms of Section 7.02 of the Approved Management Agreement, Maryland Guarantor or Operating Lessee shall prepare and submit (deliver or shall cause Approved Property Manager to prepare and submit) deliver to Lender within 30 days Lender, for informational purposes only, the Annual Budget and, promptly after a Cash Trap Period and by December 15th of each year thereafter preparation thereof, any subsequent revisions to the Annual Budget. If the budget approval process under the Approved Management Agreement shall be ongoing during the Term until continuance of a Trigger Period or an Event of Default, neither Maryland Guarantor nor Operating Lessee shall exercise any budget approval right they may have under the Approved Management Agreement without the approval of Lender, such Cash Trap Period has endedapproval not to be unreasonably conditioned, withheld or delayed. For so long as Lender shall withhold its consent to any Annual Budget or any revisions thereto, the Annual Budget in effect prior to any such request for approval by shall remain in effect. Without the prior written consent of Lender, which approval consent shall not be unreasonably withheld or delayed, during the continuance of a proposed pro forma budget Trigger Period neither Maryland Guarantor nor Operating Lessee shall make or approve any expenditures that are either not provided for in the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Approved Annual Budget approved by Lender is referred to herein as or that would, in the "APPROVED ANNUAL BUDGET"))aggregate, and, promptly after preparation thereof, cause any revisions to such Annual Budget. The line item in the Approved Annual Budget shall consist of (i) to be exceeded by 5% or more measured on an operating expense budget showing, on a month-by-month annual basis, in reasonable detailother than expenditures for non-discretionary items and expenditures required to be made by reason of the occurrence of any emergency (i.e., each an unexpected event that threatens imminent harm to persons or property at the Property) and with respect to which it would be impracticable, under the circumstances, to obtain Lender’s prior consent thereto. For the avoidance of doubt, decreases made or approved to any line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as in the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments not require Lender’s consent. Borrower and/or Operating Lessee shall deliver, or cause to be delivered, the 2011 Annual Budget as reasonably determined by Lender (including increases for any non-discretionary expenses))soon as is practical.

Annual Budget. Borrowers' Designee On the date hereof Borrower has delivered to Lender an Approved Operating Budget (on behalf as defined below) and an Approved Capital Budget (as defined below). On or about May 1, 2005 and thereafter, by November 30th of Borrowers) each year during the Term, Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has endedLender, for approval by Lender, which approval shall not be unreasonably withheld withheld, conditioned or delayed, a proposed pro forma operating expense budget for the Property for the succeeding calendar year (or, with respect to the "ANNUAL BUDGET"budgets delivered on or about May 1, 2005, the remainder of the 2005 calendar year). In addition by November 30th of each year during the Term, Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender, for approval by Lender, which approval shall not be unreasonably withheld, conditioned or delayed, a proposed pro forma Capital Expense budget for the Property for the succeeding calendar year (such operating expenses budget and Capital Expense budget, hereinafter referred to as, the “Annual Budget”, and each Annual Budget approved (or deemed approved pursuant to the terms of this Section 6.3.6) by Lender is referred to herein as the "APPROVED ANNUAL BUDGET"“Approved Annual Budget”)), and, promptly after preparation thereof, any revisions to such Annual Budget. Lender’s failure to approve or disapprove any Annual Budget or revision within thirty (30) days after Lender’s receipt thereof shall be deemed to constitute Lender’s approval thereof. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' the Borrower’s anticipated operating income and operating expenses (on a cash and an accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 6.3.6) by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"“Approved Operating Budget”), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 6.3.6) by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"“Approved Capital Budget”). Until such time that any Annual Budget has been approved (or deemed to have been approved) by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)). The Approved Operating Budget and the Approved Capital Budget delivered to Lender as of the date hereof shall remain effective until Borrower has prepared and submitted, and Lender has approved (or deemed to have approved), a proposed pro forma budget for the Property for the remainder of the 2005 calendar year, as contemplated above.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Manager to prepare and submitSenior Borrower to) submit to Lender within 30 days after a Cash Trap on the Closing Date the Annual Budget for the current Fiscal Year. Thereafter, Borrower shall (or shall cause Senior Borrower to) submit to Lender (for informational purposes only so long as no Trigger Period has occurred and is continuing) by December 15th 1 of each year thereafter during the Term until such Cash Trap Period has endedAnnual Budget for the succeeding Fiscal Year. During the continuance of a Trigger Period, for approval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein so long as the "APPROVED ANNUAL BUDGET")no Event of Default then exists), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of further provided that (i) an operating expense budget showingtenant improvement costs, on landlord work costs and leasing commissions that Senior Borrower is obligated to pay for or perform pursuant to a month-by-month basisLease, (ii) Capital Expenditures required to be made to the Property pursuant to the terms of a Lease or otherwise required pursuant to Legal Requirements, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses case under clauses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), i) and (ii) provided such Lease was entered into in accordance with the terms of this Agreement (including Lender’s approval if required hereunder) prior to the occurrence of a Capital Expense budget showingTrigger Period and (iii) Permitted Leasing Expenses, on a month-by-month basis, are deemed to be approved in reasonable detail, each line item of anticipated Capital Expenses (and once such any Annual Budget has been submitted for Lender’s approval as required in this subsection). Annual Budgets delivered to Lender (other than during the continuance of a Trigger Period) or approved by Lender, such Capital Expense budget Lender (during the continuance of a Trigger Period) shall hereinafter be referred to herein as an “Approved Annual Budget”. During the "APPROVED CAPITAL BUDGET"). Until continuance of a Trigger Period, until such time that any Annual Budget has been approved by Lender, the prior then-current Approved Annual Budget with the Permitted Budget Variances therefrom shall apply for all purposes hereunder (with such adjustments as reasonably determined hereunder. During the continuance of a Trigger Period, neither Borrower, Senior Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender. In addition, during a Trigger Period, Lender may require Borrower, on a quarterly basis, to furnish (including increases or cause Senior Borrower to furnish) to Lender for any non-discretionary expenses))approval (which approval shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default then exists) an updated Annual Budget.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 thirty (30) days after a Cash Trap Management Period and by December 15th November 30th of each year thereafter during the Term until such Cash Trap Management Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET"“Annual Budget”, and each Annual Budget approved (or deemed approved pursuant to the terms of this Section 6.3.6) by Lender is referred to herein as the "APPROVED ANNUAL BUDGET"“Approved Annual Budget”)), and, promptly after preparation thereof, any revisions to such Annual Budget. Lender’s failure to approve or disapprove any Annual Budget or revision within thirty (30) days after Lender’s receipt thereof shall be deemed to constitute Lender’s approval thereof. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' the Borrower’s anticipated operating income and operating expenses (on a cash and an accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 6.3.6) by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"“Approved Operating Budget”), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 6.3.6) by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"“Approved Capital Budget”). Until such time that any Annual Budget has been approved (or deemed to have been approved) by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)).

Annual Budget. Borrowers' Designee Borrower shall deliver to Lender the Annual Budget for Lender’s approval (on behalf a) with respect to the Property, within five Business Day following receipt of Borrowers83 the initial draft of such Annual Budget from Manager, and (b) with respect to Borrower and Tenant, if different than the Annual Budget prepared by Manager, at least 60 days prior to the end of each Fiscal Year. With respect to the Annual Budget for the Property, Lender shall prepare be deemed to have approved such portions of the Annual Budget that neither Borrower nor Tenant nor any of their respective Affiliates have any right to approve or disapprove under the terms of the Management Agreement. Upon the occurrence and submit during the continuation of a Lockbox Event, Lender shall have the right to require (or and Borrower shall use commercially reasonable efforts to cause Manager to prepare and submitprovide) quarterly updates to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has endedAnnual Budget, for which quarterly updates shall (i) with respect to the Property, shall be subject to Lender’s approval by Lender, (which approval shall not be unreasonably withheld in Lender’s sole and absolute discretion) except as to those portions of the update thereto that neither Borrower nor or delayed, Tenant nor any of their respective Affiliates have a proposed pro forma budget for right to approve or disapprove under the Property for terms of the succeeding calendar year Management Agreement and (ii) with respect to the "ANNUAL BUDGET", Borrower and each Tenant (if different than the Annual Budget approved prepared by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")Manager), andbe subject to Lender’s approval (which approval shall be in Lender’s sole and absolute discretion). Neither Borrower nor Tenant nor any of their respective Affiliates shall, promptly after preparation thereofto the extent permitted or required by the Management Agreement, any revisions (A) consent to such Annual Budget. The a change or modification (or fail to object to a change or modification) in the Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget prepared by Manager that has been approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and or (iiB) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such change or modify any Annual Budget otherwise prepared with respect to Borrower or Tenant that has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lenderin each case, without the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))written consent of Lender.

Annual Budget. Borrowers' Designee As soon as available, and in any event within ten (on behalf of Borrowers10) shall prepare and submit (or shall cause Manager days prior to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th the beginning of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayedFiscal Year, a proposed pro forma budget for such Fiscal Year for ESCO and its Subsidiaries on a consolidated basis, in the Property form utilized by ESCO as of the Effective Date for such purpose (each, an “Annual Budget”) (substantially similar to the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")budget set forth in Schedule I-AGAEC), andincluding projected statements of cash flows and projected statements of income and expenses on a monthly basis. Such budget shall (i) be prepared in good faith and based upon reasonable assumptions, promptly after preparation thereof, any revisions (ii) be accompanied by a certification of the chief financial officer or controller of ESCO as to such Annual Budgetthe truthfulness and correctness thereof based upon the express assumptions stated therein. The Annual Budget shall consist include an itemized budget for General and Administrative Expenses for ESCO and its Subsidiaries on a consolidated basis for each calendar quarter of the related Fiscal Year. The budgeted General and Administrative DB1/ 92444200.8 [PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] Expenses for ESCO and its Subsidiaries on a consolidated basis for any Fiscal Year shall not exceed the Annual General and Administrative Expenses Cap for such Fiscal Year. ESCO shall review its Annual Budget on a quarterly basis and may, at such time, request a revision to the then-current Annual Budget for such Fiscal Year for ESCO on a consolidated basis by giving Originator at least fifteen (15) days written notice prior to the requested effective date of the requested revision to the Annual Budget. Requested revisions to the Annual Budget shall be (i) an operating expense budget showing, on a month-by-month basis, prepared in good faith and based upon reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET")assumptions, and (ii) accompanied by a Capital Expense budget showing, certification of the chief financial officer or controller of ESCO as to the true and correctness thereof based upon the express assumptions stated therein. Annual Budget revision requests shall include projected statements of cash flows and projected statements of income and expenses on a month-by-month monthly basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved The Annual Budget shall apply for all purposes hereunder (be deemed modified after ESCO receives Originator’s prior written consent to incorporate any such revisions consented to by Originator in connection with any such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))quarterly review.

Annual Budget. Borrowers' Designee (a) For the partial year period ------------- commencing on behalf the date hereof, and for each calendar year thereafter, Borrower shall submit or cause Operating Lessees to submit to the Lender an Annual Budget not later than sixty (60) days prior to the commencement of Borrowers) shall prepare such period or calendar year in form reasonably satisfactory to Lender. The Annual Budget submitted for the calendar year in which the Anticipated Payment Date occurs and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th of for each calendar year thereafter during the Term until shall be subject to Lender's written approval (each such Cash Trap Period has ended, for approval Annual Budget as approved by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the an "APPROVED ANNUAL BUDGET")); provided, andhowever, promptly that, notwithstanding anything contained in this Section 2.3(h) to the contrary, the Annual Budget for the calendar year in which the Anticipated Payment Date occurs shall not be subject to Lender's written approval until and unless the Debt is not repaid in full on the Anticipated Payment Date. In the event that Lender objects to a proposed Annual Budget submitted by Borrower or Operating Lessees which requires Lender's approval, Lender shall advise Borrower and/or Operating Lessees of such objections within thirty (30) days after preparation thereof, any revisions receipt thereof (and deliver to such Annual Budget. The Annual Budget party a reasonably detailed description of such objections) and Borrower shall consist of (i) an operating expense budget showingrevise, on a month-by-month basisor shall cause Operating Lessees to revise, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by and resubmit the same to Lender, . Lender shall advise Borrower of any objections to such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and revised Annual Budget within ten (ii10) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses days after receipt thereof (and once deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessees to revise, the same in accordance with the process described in this subsection until Lender approves the Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET")Budget. Until such time that any Lender approves a proposed Annual Budget has been approved by LenderBudget, the prior most recently Approved Annual Budget shall apply for all purposes hereunder apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expenses. (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expensesi)).

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Owner or Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by December 15th of each year thereafter during the Term until such Cash Trap Period has endedTerm, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET"“Annual Budget”, and each Annual Budget approved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender is referred to herein as the "APPROVED ANNUAL BUDGET"“Approved Annual Budget”)), and, promptly after preparation thereof, any revisions to such Annual Budget. Lender’s failure to approve or disapprove any Annual Budget or revision within 30 days after Lender’s receipt thereof shall be deemed to constitute Lender’s approval thereof. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' the Borrower’s anticipated operating income and operating expenses (on a cash and an accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"“Approved Operating Budget”), and (ii) a Capital Expense/FF&E Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses and FF&E Expenses (and once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender, such Capital Expense/FF&E Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"“Approved Capital/FF&E Budget”). Until such time that any Annual Budget has been approved (or deemed to have been approved) by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expensesTaxes, Insurance Premiums or utilities)). Borrower shall be permitted to submit revisions to any Approved Operating Budget or any Approved Capital/FF&E Budget for approval by Lender, which approval shall not be unreasonably withheld or delayed. On the date hereof Borrower has delivered to Lender, an Approved Operating Budget, which Approved Operating Budget is attached hereto as Schedule 5.

Annual Budget. Borrowers' Designee (on behalf of Borrowers) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period commences and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' Borrower's anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall be referred to herein as the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lender, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)).

Annual Budget. Borrowers' Designee (on behalf Provided no Event of Borrowers) Default has occurred and is continuing, Borrower shall prepare and submit (deliver to Lender, for informational purposes only, on or shall cause Manager to prepare and submit) to Lender within 30 days after a Cash Trap Period and by before December 15th 1 of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for an Annual Budget in respect of the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender is referred to herein as the "APPROVED ANNUAL BUDGET")), ensuing Fiscal Year and, promptly after preparation thereof, any subsequent revisions to such Annual Budget. The It is hereby understood and agreed that provided no Event of Default exists hereunder, and prior to the Anticipated Prepayment Date, Borrower may make revisions to the Annual Budget shall consist when and if it desires, without Lender’s consent or approval. From and after the Anticipated Prepayment Date or if an Event of Default has occurred and is continuing, (i) an operating expense budget showingBorrower shall prepare and deliver such Annual Budget to Lender for its approval, on or before November 1 of each year during the Term and, promptly after preparation thereof, any subsequent revisions to such Annual Budget necessitated by unforeseeable events; provided that no more than one (1) such subsequent revision shall be permitted in any two (2) month period, (ii) such Annual Budget and any such subsequent revisions thereto shall be subject to Lender’s approval (which shall not be unreasonably withheld, conditioned or delayed), (iii) Borrower shall operate the Property in accordance with each such Annual Budget, subject to a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses five percent (5%) variance on Operating Expenses on a cash and accrual basisline-item basis (except that up to three (3) line items totaling no more than $250,000 may be aggregated for such variance), including amounts required but in no event shall such additional amount exceed more than five percent (5%) of such month’s budgeted amount for all Operating Expenses, and (iv) if the period as to establishwhich any Annual Budget relates has expired and an Annual Budget for the next period has not been approved, maintain and/or increase any monthly payments required hereunder (and once such then Borrower shall operate the Property in accordance with the last approved Annual Budget until a new Annual Budget has been approved; provided, however, that Borrower agrees to promptly submit revised Annual Budgets to Lender for its approval and shall work diligently and in good faith to respond to Lender’s objections to any Annual Budget. Notwithstanding the foregoing, Borrower shall have the right, without obtaining Lender’s prior approval (but subject to notifying Lender of the same and the amount thereof as soon as possible) to incur expenses in excess of the approved by Lender, such operating expense budget shall be referred to herein as Annual Budget in the "APPROVED OPERATING BUDGET"), and (ii) a Capital Expense budget showing, on a month-by-month basisevent of an emergency which, in the reasonable detailjudgement of Borrower, each line item of anticipated Capital Expenses (and once such Annual Budget has been approved by Lenderrequires immediate action to avoid imminent personal injury, such Capital Expense budget shall be referred to herein as the "APPROVED CAPITAL BUDGET"). Until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses))material physical property damage or material devaluation or criminal liability.

Annual Budget. Borrowers' Designee (on behalf a) Provided no Trigger Period has occurred and is continuing, Borrower shall provide to Lender, for informational purposes, no later than sixty (60) days following the end of Borrowersthe prior Fiscal Year (commencing with the Fiscal Year ending December 31, 2013) the Annual Budget for the current Fiscal Year; provided, however, that, if any Trigger Period commences, Borrower shall prepare and submit (or shall cause Manager to prepare and submit) deliver to Lender within 30 days after a Cash Trap Period an Annual Budget for Lender’s review and by December 15th of each year thereafter during the Term until such Cash Trap Period has ended, for approval by Lender, (which approval shall not be unreasonably withheld withheld, conditioned or delayed) within thirty (30) days of the commencement of such Trigger Period. During the continuance of a Trigger Period, a proposed pro forma budget for Lender shall have the Property for the succeeding calendar year (the "ANNUAL BUDGET", and right to approve each Annual Budget Budget, including extraordinary operating expenses and Capital Expenditures (which approval shall not be unreasonably withheld, conditioned or delayed). Annual Budgets delivered to Lender (other than during the continuance of a Trigger Period) or approved by Lender is referred to herein as during the "APPROVED ANNUAL BUDGET")), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget continuance of a Trigger Period shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of Borrowers' anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has been approved by Lender, such operating expense budget shall hereinafter be referred to herein as the "APPROVED OPERATING BUDGET")an “Approved Annual Budget”, and (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once any such Annual Budget has been extraordinary operating expenses approved by Lender, such Capital Expense budget Lender pursuant to this Section 4.9.5(a) shall hereinafter be referred to herein as “Approved Extraordinary Expenses”. During the "APPROVED CAPITAL BUDGET"). Until continuance of a Trigger Period, until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including necessary to reflect actual increases for any in Taxes, Insurance Premiums, utilities expenses and other non-discretionary expensesitems). During the continuance of a Trigger Period, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary contained in this Section 4.9.5, whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.9.5, Lender shall have ten (10) Business Days from receipt of written request and all reasonably requested information and documentation relating thereto in which to approve or disapprove such matter, provided that such request to Lender is marked at the top in bold lettering with the following language: “THIS IS A REQUEST FOR APPROVAL OF A BUDGET. LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER AND FAILURE OF LENDER TO RESPOND SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and the envelope containing the request must be marked “PRIORITY”. Borrower shall provide Lender with such information and documentation as may be reasonably required by Lender to evaluate such request. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail, it being understood that a request for such additional information and documentation shall be deemed to be acceptable grounds), then provided no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted.