Common use of Annual Budget Clause in Contracts

Annual Budget. Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 (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 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. Prior Borrowers' Designee (on behalf of Borrowers) shall prepare and submit (or shall cause Manager to the date hereof, Borrower has submitted prepare and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower shall submit submit) to Lender within 30 days after a Cash Trap Period and by November 1 December 15th of each year thereafter during the Annual Budget relating to the Properties Term until such Cash Trap Period has ended, for the succeeding Fiscal Year. During the continuance of a Trigger Periodapproval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditionedwithheld or delayed, delayed or withheld so long as no Event of Default is continuing). An a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved by Lender during 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 Trigger Period or 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 submitted has been approved by Lender, the prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall be reduced apply for all purposes hereunder (with such adjustments 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(including increases for any non-discretionary expenses). 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 (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 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. Prior (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 date hereof, Borrower has submitted and Lender has approved an “Annual Budget”). The initial Annual Budget for the 2015 calendar year period beginning on the Effective Date and ending on December 31, 2018, including the related variances, is attached hereto as Schedule B-1 (the “Approved Initial Annual Budget”). Borrower For each Fiscal Year thereafter, the Asset Manager shall submit to Lender by November 1 of each year the Annual Budget relating be responsible for preparing and submitting to the Properties Company Board for approval as a Major Decision in accordance with the succeeding Fiscal Year. During terms of the continuance of Company LLC Agreement a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved proposed updated Annual Budget”, including the related variances. In the event of a Transfer of any Property the Approved The Annual Budget shall be reduced as reasonably determined prepared by Lender the Asset Manager in consultation accordance with Borrower in order to reflect the removal protocols (including the preparation of such Property and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in back-up materials on the event such Transfer is made in connection with a substitution under Section 2.4.3(a). If Lender has timetable set forth therein) set forth on Schedule B-2 hereto (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 (which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuingDevelopment Protocols”). The “Monthly Budgeted Amount” Annual Budget for each Monthly Payment Date Fiscal Year shall mean be prepared with the monthly amount same detail and line items as 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 Trigger Period, Borrower has submitted an 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 has not been approved prior or such other information as is necessary or desirable to enable review of such proposed Annual Budget, and the commencement 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) receipt of such proposed Annual Budget or (ii) receipt of all additional information that is, in the determination of the calendar year Preferred Board Members, necessary or desirable to which enable review of such budget relates then proposed Annual Budget. The Asset Manager shall comply with the previous Approved Budget Development Protocols regarding the Preliminary Budget for each Fiscal Year. The Annual Budget shall continue 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 be deemed to be the Approved following Fiscal Year. The Annual Budget for that calendar yeareach 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, except that the line item Asset Manager shall also prepare and submit to the Company Board an annual business plan for Capital Expenditures shall not exceed Parent and its Subsidiaries, including a responsible five-year operations forecast, including the Capital Expenditures 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 information, data, reports, models and analyses relied on in developing the Approved Initial BudgetAnnual Plan (including, for the avoidance of doubt, all financial and silvicultural assumptions, constraints, supporting stand level data, merchantable timber volumes, pre-merchantable acres by species and age class, and acres by land classification).

Annual Budget. Prior to the date hereof, (a) Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower or Operating Lessee shall submit to Lender by November 1 December 31 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year; Borrower shall also submit any updates to such Annual Budget; provided that during the continuance 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 properties similar in size, location and nature to the Properties. During the continuance of a 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 conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing) and shall further have the right to require Borrower to furnish Lender on a biannual basis for 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). The 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 in accordance with Section 4.9.5(b) hereof, shall hereinafter be referred to as an “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 Budget”. During the Interest Period related to such Monthly Payment Date. If during any continuance of a Trigger Period, Borrower has submitted an Annual Budget and until such time that any Annual Budget has not been approved by Lender, the prior to the commencement of the calendar year to which such budget relates then the previous Approved Annual Budget shall continue apply for all purposes hereunder (with 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 deemed to 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 the required and Borrower may change or modify an Approved Annual Budget for that calendar year, except that in accordance with the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budgetterms of this Section 4.9.5).

Annual Budget. Prior to the date hereofClosing Date, Borrower has submitted and Lender has approved an Annual Budget for the 2015 2014 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Yearcalendar year. During the continuance of a Trigger Cash Sweep Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditionedunreasonably, conditioned or delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Cash Sweep Period or any Annual Budget submitted prior to the commencement of a Trigger Cash Sweep Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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(a2.4.2(a). If Lender has the right to approve an Annual Budget pursuant to this Section 6.8.34.3.2, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (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, 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 Trigger 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, except that the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budget.

Annual Budget. Prior to For the partial year period commencing on the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 each calendar year (thereafter, the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the an Annual Budget relating not later than sixty (60) days prior to the Properties 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 budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted for the succeeding Fiscal Year. During the continuance of calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, Lender shall have the right be subject to approve each Annual Budget (Lender's written approval, which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An (each such Annual Budget as approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger PeriodLender, shall each hereinafter be referred to as an “"Approved Annual Budget”"). In the event that Lender objects to a proposed Annual Budget submitted by Borrower or an Operating Lessee, Lender shall advise Borrower of such objections within thirty (30) days after receipt thereof (and deliver to such party a Transfer reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any Property 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, or cause Operating Lessee to revise, the same in accordance with the process described in this subsection until the Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be reduced as reasonably determined by Lender in consultation with Borrower in order adjusted to reflect the removal of such Property actual increases in real estate taxes, insurance premiums 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 (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 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 Budgetutilities expenses.

Annual Budget. Prior to the date hereof, Borrower has submitted and Lender has approved an The initial Annual Budget for shall be agreed upon by the 2015 calendar year parties before the execution of this Professional Business Management Agreement. Thereafter, annually and at least thirty (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted 30) days prior to the commencement of a Trigger Periodeach fiscal year of the Practice, the Professional Business Manager, in consultation with the Practice, shall each hereinafter prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be referred submitted to as an “Approved Annual Budget”the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of a Transfer of any Property the Approved Annual fiscal year, until an agreement is reached, the Budget shall 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 for the prior written consent of Lender (which consent year 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 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 adopted as the Approved Annual Budget for that calendar the current year, except that the with each line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial BudgetBudget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. Prior (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 date hereof, Borrower has submitted and Lender has approved an “Annual Budget”). The initial Annual Budget for the 2015 calendar year period beginning on the Effective Date and ending on December 31, 2018, including the related variances, is attached hereto as Schedule B-1 (the “Approved Initial Annual Budget”). Borrower For each Fiscal Year thereafter, the Asset Manager shall submit to Lender by November 1 of each year the Annual Budget relating be responsible for preparing and submitting to the Properties Company Board for approval as a Major Decision in accordance with the succeeding Fiscal Year. During terms of the continuance of Company LLC Agreement a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved proposed updated Annual Budget”, including the related variances. In the event of a Transfer of any Property the Approved The Annual Budget shall be reduced as reasonably determined prepared by Lender the Asset Manager in consultation accordance with Borrower in order to reflect the removal protocols (including the preparation of such Property and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in back-up materials on the event such Transfer is made in connection with a substitution under Section 2.4.3(a). If Lender has timetable set forth therein) set forth on Schedule B-2 hereto (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 (which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuingDevelopment Protocols”). The “Monthly Budgeted Amount” Annual Budget for each Monthly Payment Date Fiscal Year shall mean be prepared with the monthly amount same detail and line items as 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 Trigger Period, Borrower has submitted an 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 has not been approved prior or such other information as is necessary or desirable to enable review of such proposed Annual Budget, and the commencement 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) receipt of such proposed Annual Budget or (ii) receipt of all additional information that is, in the determination of the calendar year Preferred Board Members, necessary or desirable to which enable review of such budget relates then proposed Annual Budget. The Asset Manager shall comply with the previous Approved Budget Development Protocols regarding the Preliminary Budget for each Fiscal Year. The Annual Budget shall continue be prepared and submitted annually by the Asset Manager no later than December 10 of each year with respect to be deemed to be the Approved following Fiscal Year. The Annual Budget for that calendar yeareach 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, except that the line item Asset Manager shall also prepare and submit to the Company Board an annual business plan for Capital Expenditures shall not exceed Parent and its Subsidiaries, including a responsible five-year operations forecast, including the Capital Expenditures 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 information, data, reports, models and analyses relied on in developing the Approved Initial BudgetAnnual Plan (including, for the avoidance of doubt, all financial and silvicultural assumptions, constraints, supporting stand level data, merchantable timber volumes, pre-merchantable acres by species and age class and acres by land classification).

Annual Budget. Prior to For the date hereofyear commencing on January 1, Borrower has submitted 2000, and Lender has approved an Annual Budget for the 2015 each calendar year (the “Approved Initial Budget”). thereafter, Borrower shall submit to Lender by November 1 of each year the an Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget not later than forty-five (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted 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 Trigger Periodbudget is delivered to Borrower by Operating Lessee pursuant to the terms of the Operating Lease in substantially the same form approved by Lender in connection with the closing 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 be subject to Lender's written approval (each hereinafter be referred to such Annual Budget as approved by Lender, an “"Approved Annual Budget”"); provided, that, Borrower shall deliver to Lender on or prior to twenty (20) 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 proposed Annual Budget submitted by Borrower or Operating Lessee, Lender shall advise Borrower of such objections within thirty (30) days after receipt thereof (and deliver to such party a Transfer reasonably detailed description of such objections) and Borrower shall promptly revise, or shall cause Operating Lessee to revise, such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any Property 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, or shall cause Operating Lessee to revise, the same in accordance with the process described in this subsection until the Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be reduced as reasonably determined by Lender in consultation with Borrower in order adjusted to reflect the removal of such Property actual increases in real estate taxes, insurance premiums 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 (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 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 Budgetutilities expenses.

Annual Budget. Prior to the date hereof, Borrower has submitted Annually and Lender has approved an Annual Budget for the 2015 calendar year at least thirty (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted 30) days prior to the commencement of each fiscal year of the Practice, the Practice Advisory Council shall prepare and deliver to the Practice a Trigger Periodproposed budget, setting forth an estimate of the Practice's revenues and expenses for the upcoming fiscal year (including, without limitation, the Management Fee associated with the Management Services provided by Business Manager hereunder and the salaries and benefits of all non-shareholder Professionals employed by the Practice). The Budget may be amended by the Practice Advisory Council from time-to-time during any applicable fiscal year to reflect changing circumstances affecting the Practice. Disputes concerning the Budget will, at the request of either Party hereto, be submitted to the accounting firm of Ernst & Young LLP, any successor thereof, or such other big six accounting firm agreed to by the Parties, which shall each hereinafter determine an appropriate resolution of the dispute. Such determination shall be referred binding upon the Practice and the Business Manager, subject to either Party's right to petition the National Appeals Council to consider the determination of Ernst & Young LLP (or its successor or replacement), which petition may be granted at the discretion of the National Appeals Council. In all situations described in this Agreement in which Ernst & Young LLP or its successor or replacement is to act as an “Approved Annual Budget”. In the event of a Transfer arbitrator of any Property matter relating to this Agreement, Ernst & Young LLP (or its successor or replacement) shall act as an impartial and independent arbitrator. The Parties hereby waive and release and agree to indemnify and hold harmless Ernst & Young LLP (and its successor or replacement) from and for any and all claims, demands, liabilities, losses, damages, costs and expenses relating to its determinations made in good faith pursuant to this Agreement and agree to execute any documents reasonably requested by Ernst & Young LLP (or its successor or replacement) to effectuate the Approved Annual same. Any final decision of Ernst & Young LLP or its successor or replacement, or the National Appeals Council concerning the Budget shall be reduced as reasonably determined by Lender retroactive to the first day of the Budget period in consultation with Borrower question. Notwithstanding the above, should Business Manager be in order material default hereunder, the Practice shall have the exclusive right to reflect establish the removal of such Property and Budget. Additionally, notwithstanding the Operating Expenses associated therewith; providedabove, further, that no such reduction change in an adopted Budget 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 (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 Trigger Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior contrary to the commencement terms and spirit of this Agreement nor shall it have any effect on the calendar year Management Fee expressly agreed to which such budget relates then herein, unless approved in advance in writing by 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 BudgetParties hereto.

Annual Budget. Prior to the date hereof, (a) Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower or Leasehold Pledgor shall submit (or cause Owner or Operating Lessee to submit) to Lender by November 1 December 31 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year; Borrower shall also submit any updates to such Annual Budget; provided that during the continuance 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 properties similar in size, location and nature to the Properties. During the continuance of a 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 conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing) and shall further have the right to require Borrower to furnish Lender on a biannual basis for 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). The 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 in accordance with Section 4.9.5(b) hereof, shall hereinafter be referred to as an “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 Budget”. During the Interest Period related to such Monthly Payment Date. If during any continuance of a Trigger Period, Borrower has submitted an Annual Budget and until such time that any Annual Budget has not been approved by Lender, the prior to the commencement of the calendar year to which such budget relates then the previous Approved Annual Budget shall continue apply for all purposes hereunder (with 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 (nor 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 deemed 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 be the change or modify) an Approved Annual Budget for that calendar year, except that in accordance with the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budgetterms of this Section 4.9.5.

Annual Budget. Prior to the date hereofClosing Date, Borrower has submitted and Lender has approved an Annual Budget for the 2015 remaining portion of the 2016 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Yearcalendar year. During the continuance of a Trigger Cash Sweep Period, Lender shall have the right to approve each Annual Budget or portion thereof, as applicable (which approval shall not be unreasonably conditionedunreasonably, conditioned or delayed or withheld so long as no Event of Default is continuing). An Annual Budget so approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, Cash Sweep Period shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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(a2.4.2(a). If Lender has the right to approve an Annual Budget (or portion thereof) pursuant to this Section 6.8.34.3.2, neither Borrower nor Manager 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 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, 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 Trigger 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, except that the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budgetyear (or applicable portion thereof).

Annual Budget. Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). a) Borrower shall submit (or cause Owner to submit) to Lender by November 1 December 31 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year; Borrower shall also submit any updates to such Annual Budget; provided that during the continuance 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 properties similar in size, location and nature to the Properties. During the continuance of a any Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditionedwithheld, conditioned or delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, ) and shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 further have the right to approve require Borrower to furnish Lender on a biannual basis for its approval an update of such 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 (which consent 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). The 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 in accordance with Section 4.9.5(b) hereof, shall hereinafter be referred to as an “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 Budget”. During the Interest Period related to such Monthly Payment Date. If during any continuance of a Trigger Period, Borrower has submitted an Annual Budget and until such time that any Annual Budget has not been approved by Lender, the prior to the commencement of the calendar year to which such budget relates then the previous Approved Annual Budget shall continue 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 to reflect actual increases 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 deemed 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 be the change or modify) an Approved Annual Budget for that calendar year, except that in accordance with the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budgetterms of this Section 4.9.5.

Annual Budget. Prior to For the partial year period commencing on the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). each Fiscal Year thereafter, Borrower shall submit to Lender by November 1 of each year the an Annual Budget relating not later than thirty (30) days prior to the Properties for the succeeding commencement of such period or Fiscal Year, which Annual Budget shall set forth, on a month-by-month basis, in reasonable detail, each line item of Borrower’s good faith estimate of Gross Income from Operations, Operating Expenses and Capital Expenditures (it is being acknowledged and agreed that, for so long as (x) the 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”). During In the continuance of event that Lender objects to a Trigger Periodproposed Annual Budget submitted by Borrower for Lender's approval, Lender shall have 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 promptly revise such Annual Budget and resubmit the right same to approve each 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 the same in accordance with the process described in this Section 4.1.6(h) until Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget, the most recent Approved Annual Budget shall 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 Lender’s approval, which approval shall not be unreasonably conditioned, delayed withheld or withheld so long as no Event of Default is continuing)delayed. An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior Notwithstanding anything to the commencement of a Trigger Periodcontrary contained in this Section 4.1.6(h), shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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, extent that no such reduction shall be made in the event such Transfer Lender's approval is made required in connection with a substitution under Section 2.4.3(a). If Lender has the right to approve an any proposed Annual Budget pursuant (including any proposed revised Annual Budget) submitted by Borrower, Lender's approval shall be deemed to this Section 6.8.3have been given; provided that (A)(1) Borrower's initial request for 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, neither Borrower nor Manager shall change all caps and fourteen (14) point or modify larger font and is accompanied by 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 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 Trigger Period, Borrower has submitted an applicable proposed Annual Budget and such Annual Budget has not been approved prior 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 commencement 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 calendar year to which such budget relates then first request for approval, and (B)(1) Borrowers submits a second request for approval with 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 Budgetnotation “SECOND AND FINAL NOTICE.

Annual Budget. Prior With the assistance of the Executive Director, the Operations Committee shall develop and recommend to the date hereof, Borrower has submitted Finance Advisory Subcommittee an annual budget by mid- January of each year. The Finance Advisory Subcommittee shall recommend an annual budget to the Board of Directors on or before February 1st of each year. The annual budget shall set forth all anticipated expenses and Lender has approved an Annual Budget revenues for the 2015 calendar following fiscal year and contingency funds for unanticipated operating and capital expenses. The annual budget shall include: (1) the “Approved Initial Budget”)operating budget, (2) the capital budget, (3) the operating reserve budget and (4) the capital reserve budget. Borrower The budget shall submit include any planned or future capital expenses and the salaries and benefits for all persons employed by the NMRECC District, which shall be subject to Lender the budget approval process set forth herein. The useful life of equipment and other assets shall be considered when formulating the annual budget. Funds allocated to the operating reserve budget or the capital reserve budget may only be expended with the express approval of the Board of Directors. Any unspent portion of a reserve budget shall be carried forward to the next fiscal year in addition to the reserve allocation for each such fiscal year. The total budget, upon which the assessment against each of the Participating Communities is based, will be reduced by November 1 revenue from entities not a party hereto, by unexpected or unencumbered funds available at the end of each fiscal year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Periodyear for which the budget is applicable, shall each hereinafter be referred or by other revenues available to as an “Approved Annual Budget”the District. In the event that emergency expenditures are required to maintain system integrity in excess of the amount budgeted, the NMRECC District is authorized to incur the same amount, first from the reserve fund and second from any other available funds. Any debt incurred by NMRECC shall not be subject to the limit of indebtedness prescribed in Section 10, Chapter 44 per section 18R (g) of Chapter 500 of the Acts of 2014. The NMRECC may incur debt for a Transfer term not exceeding 25 years to acquire land, buildings and equipment to construct or site and maintain a regional 911 emergency communication center, provided, however, that written notice of the amount of debt and of the general purposes for which it would be authorized shall first be given by the district board to the finance advisory subcommittee for approval, which shall require a majority vote. The finance advisory subcommittee shall vote on the proposed debt within 14 days of receiving notice. If the finance advisory subcommittee approves the debt, the debt may be authorized by the district board and written notice of the amount of debt and its general purposes shall be given to the Boards of Selectmen of each Participating Community not later than 7 days after the date on which the debt was authorized by the district board. No debt shall be incurred until the expiration of 60 days from the date the debt was authorized by the district board. If, prior to the expiration period, the Board of Selectmen of any Property member municipality votes to disapprove of the Approved Annual Budget amount authorized by the district board, the debt shall not be incurred. All financial obligations of the Participating Communities shall at all times be subject to annual municipal appropriation, including, but not limited to the Participating Communities' indemnification obligations under Paragraph 16 below. Notwithstanding the above, in the event that a Participating Community does not pay the District its allocated share of the expenses of the District in any year, such community's membership in the NMRECC District shall be reduced as reasonably determined by Lender in consultation with Borrower in order subject to reflect the removal of such Property and the Operating Expenses associated therewith; providedtermination, further, that no such reduction shall which may be made in accordance with the event such Transfer is made in connection with a substitution under Section 2.4.3(aprovisions of Paragraph 12(B). 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 (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 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. Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within thirty (30) days after a Cash Management Period and by November 1 30th of each year thereafter during the Annual Budget relating to the Properties Term until such Cash Management Period has ended, for the succeeding Fiscal Year. During the continuance of a Trigger Periodapproval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed so long 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 6.3.6) by Lender is referred to herein as no Event of Default is continuingthe “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 “Monthly Budgeted Amount” for each Monthly Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of the Borrower’s anticipated operating income and Capital Expenditures for the Interest Period related operating expenses (on an accrual basis), including amounts required to such Monthly Payment Date. If during establish, maintain and/or increase any Trigger Period, Borrower has submitted an Annual Budget monthly payments required hereunder (and once such Annual Budget has not been approved prior (or deemed approved pursuant to the commencement terms of this Section 6.3.6) by Lender, such operating expense budget shall be referred to herein as the calendar year “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 which the terms of this Section 6.3.6) by Lender, such Capital Expense budget relates then shall be referred to herein as the previous “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 continue to be deemed to be the Approved Annual Budget apply for that calendar year, except that the line item all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budgetany non-discretionary expenses)).

Annual Budget. Prior Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender by December 15 of each year during the date hereofTerm a proposed pro forma budget for the Property during the succeeding fiscal year commencing January 1 and ending December 31 (the "Annual Budget") and, Borrower has submitted promptly after preparation thereof, any subsequent revisions to such Annual Budget. The Annual Budget shall consist of (a) an operating expense budget (the "Operating Budget") showing, on a month-by-month basis, in reasonable detail, each line item of the Borrower's anticipated income and Lender has approved Operating Expenses (on an accrual basis), including amounts required to establish, maintain and/or increase reserves, and (b) a Capital Expense Budget (the "Capital Budget") showing, on an annual basis, in reasonable detail, each line item of anticipated Capital Expenses. A copy of the Annual Budget for the 2015 calendar year (period commencing on the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year date hereof and ending on December 31, 1998 is attached hereto as Exhibit C. From and after the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance occurrence of a Trigger PeriodCash Management Event, Lender the Capital Budget shall have the right be subject to approve each Annual Budget (Lender's approval, which approval shall not be unreasonably conditionedwithheld 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 Optional Prepayment Date, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Operating Budget shall be reduced as reasonably determined by Lender in consultation with Borrower in order subject to reflect the removal of such Property and the Operating Expenses associated therewith; providedLender's approval, 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 (which consent approval shall not be unreasonably withheld, conditioned withheld or delayed so long as no Event of Default is continuing)delayed. The “Monthly Budgeted Amount” for each Monthly Payment Date Lender's failure to approve or disapprove any Operating Budget within thirty (30) days after Lender's receipt thereof 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 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 constitute Lender's approval thereof. Following the Approved Annual Budget 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 that calendar yearexpenditure without Lender's prior approval, except that the line item for Capital Expenditures which approval shall not exceed the Capital Expenditures set forth in the Approved Initial Budget.be unreasonably withheld or delayed. (s)

Annual Budget. Prior (a) Each Borrower shall prepare and submit (or shall cause Property Manager to prepare and submit) to Lender, by December 31st of each year during the date hereofTerm, a budget for the Property owned by such Borrower has submitted and Lender has approved an for the succeeding calendar year and, promptly after preparation thereof, any revisions to such Annual Budget for the 2015 calendar year (such budget and any revisions being the “Approved Initial Annual Budget”). Borrower shall submit to Lender by November 1 of each year Upon the Annual Budget relating to the Properties for the succeeding Fiscal Year. During occurrence and during the continuance of a Trigger Cash Management Period, Lender shall have the right to approve each such Annual Budget (shall be subject to the approval of Lender, which approval shall not be unreasonably conditioned, delayed withheld or withheld so long 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). An Annual Budget approved by Lender during a Trigger Period , 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 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 prior to Lender or, during a Cash Management Period been approved (or deemed approved pursuant to the commencement terms of a Trigger Periodthis Section 6.3.5) by Lender, such operating expense budget shall each hereinafter be referred to herein as an the “Approved Annual 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”). In Until such time that any Annual Budget has been approved (or deemed to have been approved) by Lender, the event of a Transfer of any Property the prior Approved Annual Budget shall be reduced 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 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(including increases for any non-discretionary expenses). 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 (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 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. Prior The General Partner agrees to prepare and deliver to the date hereofPartners within forty-five (45) days after the execution of this Agreement with respect to the initial Fiscal Year, Borrower has submitted and Lender has approved an at least forty-five (45) days prior to the beginning of each subsequent Fiscal Year, a proposed Annual Budget for such Fiscal Year for the 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 forthcoming Fiscal Year, (b) any discretionary expenditures which the 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 (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 2015 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding forthcoming Fiscal Year. During the continuance Once approved by a Majority in Interest of a Trigger PeriodLimited Partners, Lender shall have the right to approve each such approved Annual Budget for the period of time covered thereby shall be binding upon the Partners unless otherwise mutually agreed. Notwithstanding the foregoing, (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event i) should any Partner fail to notify the General Partner of Default is continuing). An its disapproval of the proposed Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement expiration of a Trigger Periodthe twenty (20) day review period described above, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved proposed Annual Budget shall be reduced as reasonably determined deemed to be approved by Lender such Partner, and (ii) should any Partnership lender require that the Partnership make expenditures or establish reserves during any Fiscal Year, all such required expenditures and reserves shall be deemed Approved by a Majority in consultation with Borrower Interest of Limited Partners after such lender requirements are sent to 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 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 determine whether to approve an Annual Budget pursuant same, or to this Section 6.8.3make such revisions thereto as they may mutually agree, neither Borrower nor Manager shall change or modify to agree not to revise 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 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 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. Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted At least 30 days prior to the commencement of a Trigger Periodeach ------------- calendar year, Service Company, in consultation with Provider, shall prepare and deliver to the Policy Board for its approval a proposed Budget, setting forth an estimate of Provider's revenue and expenses for the upcoming calendar year (including without limitation the Service and Performance Fees associated with the services provided by Service Company hereunder). The Budget with respect to the remainder of calendar year 1996 will allocate to Provider Expenses an amount necessary to cover Provider's current obligations to its professional personnel and its other obligations identified herein, all of which shall be consistent with such similar expenditures as were incurred by Service Company prior to the acquisition of Service Company by Parent. The Budget with respect to calendar year 1997 shall provide, among other things, that [*] of the Adjusted Gross Revenue shall be allocated to Provider Expenses. In each hereinafter succeeding Budget, unless the Parties otherwise mutually agree, such percentage of the Adjusted Gross Revenue shall be referred allocated to as an “Approved Annual Budget”Provider Expenses. * This information has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission. In the event of a Transfer of any Property proposed Budget is disapproved by either the Approved Annual Policy Board or Parent (pursuant to (S)3.2(b)(i)) or the Policy Board recommends revisions to the then-current Budget shall be reduced as reasonably determined by Lender (pursuant to (S)3.2(b)(ii)), Service Company, in consultation with Borrower in order Provider, shall promptly revise such Budget, taking into consideration the comments of the Policy Board or Parent, as applicable, and shall deliver such revised Budget to reflect the removal of such Property and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in Policy Board for approval. In the event such Transfer is made in connection with that 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 (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 Trigger Period, Borrower has submitted an Annual Budget and such Annual proposed Budget has not been approved prior to by both the commencement Policy Board and Parent by the beginning of the calendar year, the Budget for the prior year to which such budget relates then the previous Approved Annual Budget shall continue to be deemed to be adopted as the Approved Annual Budget for that calendar year, except that the line item for Capital Expenditures shall not exceed current year until a new Budget has been approved by both the Capital Expenditures set forth in the Approved Initial BudgetPolicy Board and Parent.

Annual Budget. Prior At least 30 days prior to the date hereofcommencement of each calendar year, Borrower Service Company, in consultation with Provider, shall prepare and deliver to the Policy Board for its review and approval a proposed Budget, setting forth an estimate of Provider’s revenue and expenses for the upcoming calendar year (including without limitation the Service Fee associated with the services provided by Service Company hereunder). In the event that a proposed Budget is not approved by either the Policy Board or Parent (pursuant to Section 3.2(b)), Service Company, in consultation with Provider, shall promptly revise such Budget, taking into consideration the comments of the Policy Board or Parent, as applicable, and shall deliver such revised Budget to the Policy Board for approval. In the event that a proposed Budget has submitted not been approved by both the Policy Board and Lender Parent by the beginning of the calendar year, then, until a new Budget has been approved an Annual by both the Policy Board and Parent, the Budget for the 2015 calendar prior year (shall be deemed to be adopted as the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During then-current year except that (i) the continuance Budget for Clinic Expenses shall be adjusted to account for any changes beyond the reasonable control of a Trigger PeriodService Company, Lender 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 approve each Annual 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 (iii) 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 (which approval shall not e.g., if the Budget requires a dentist to be unreasonably conditionedpaid a base salary, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget that salary shall be reduced used for purposes of such calculations, and if the Budget requires that a dentist be paid formula-based 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 reasonably determined by Lender in consultation with Borrower in order necessary to reflect the removal changes in Provider’s staff of such Property and the Operating dentists and/or compensation and/or other budgeted Provider Expenses associated therewith; provided, further, (it being understood that no such reduction neither Party shall be made in the event obligated to agree to Budget adjustments deemed by 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 (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 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 Party to be deemed to be unreasonable under 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 Budgetthen-relevant circumstances).

Annual Budget. Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). a) Borrower shall submit to Lender by November 1 December 31 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year; Borrower shall also submit any updates to such Annual Budget; provided that during the continuance 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 properties similar in size, location and nature to the Properties. During the continuance of a any Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditionedwithheld, conditioned or delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, ) and shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 further have the right to approve require Borrower to furnish Lender on a biannual basis for its approval an update of such 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 (which consent 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). The 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 in accordance with Section 4.9.5(b) hereof, shall hereinafter be referred to as an “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 Budget”. During the Interest Period related to such Monthly Payment Date. If during any continuance of a Trigger Period, Borrower has submitted an Annual Budget and until such time that any Annual Budget has not been approved by Lender, the prior to the commencement of the calendar year to which such budget relates then the previous Approved Annual Budget shall continue 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 to reflect actual increases 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 deemed to 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 the required and Borrower may change or modify an Approved Annual Budget for that calendar year, except that in accordance with the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budgetterms of this Section 4.9.5.

Annual Budget. Prior Borrower has previously delivered to Lender the Annual Budget for the Property for the 2003 Fiscal Year. At least 30 days prior to the date hereofcommencement of each subsequent Fiscal Year during the term of the Loan, Borrower has submitted and shall deliver to Lender has approved an Annual Budget for the 2015 calendar year Property for the ensuing Fiscal Year and, promptly after preparation thereof, any subsequent revisions to the Annual Budget. 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 Initial Budget”). ; provided, however, that (1) in the absence of Lender’s request for Modification as provided above during an Event of Default, Borrower shall submit to Lender by November 1 of each year the not Modify any Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Periodmore than once in any 30-day period, Lender shall have the right to approve each Annual Budget and (which approval shall not be unreasonably conditioned, delayed or withheld 2) so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to , the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 (which consent to any such Annual Budget and any such Modifications shall not be unreasonably withheld, conditioned withheld or delayed so long as no Event delayed. Lender shall respond within ten (10) Business Days after Lender’s receipt of Default is continuing)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 “Monthly Budgeted Amount” for each Monthly Payment Date shall mean the monthly amount written request to be delivered by Borrower as set forth in the Approved immediately prior sentence, shall consist of a letter containing a legend in bold letters stating that Lender’s failure to respond within said ten (10) or five (5) Business Days, as applicable, shall be deemed consent or approval. Lender shall be deemed to have approved or consented to the Annual Budget for Operating Expenses and Capital Expenditures for the Interest Period related or Modification thereto if Lender fails to respond to such Monthly Payment Datewritten request before the expiration of such ten (10) or five (5) Business Day period, as applicable. If during During any Trigger Period, Borrower period that Lender has submitted an not approved or been deemed to have approved a proposed Annual Budget and such Annual Budget has not been approved prior submitted to the commencement of the calendar year to which such budget relates then Lender, the previous Approved Annual Budget shall continue to be deemed to be the Approved Annual Budget for that calendar yearremain in effect, except that for Non-Discretionary Items, which shall be adjusted to reflect the line item for Capital Expenditures shall not exceed actual costs thereof during the Capital Expenditures set forth in the Approved Initial Budgetrelevant period.

Annual Budget. Prior The Company shall deliver to Acquisition Company and the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year Foundation at least fifteen (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget 15) days but not more than ninety (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted 90) days prior to the commencement beginning of a Trigger Periodeach fiscal year, shall each hereinafter be referred to as an “Approved Annual Budget”. In annual budget for the event of a Transfer of Company and its subsidiaries for such fiscal year and, promptly upon preparation thereof, any Property other significant budgets prepared by the Approved Annual Budget shall be reduced as reasonably determined by Lender in consultation with Borrower in order to reflect the removal Company and any revisions of such Property annual or other budgets, and, within forty-five (45) days after any quarterly period in which there is a material adverse deviation from the annual budget, a letter from the Company's chief executive officer or chief financial officer explaining the deviation and what actions the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in the event such Transfer is made in connection Company has taken and proposes to take with a substitution under Section 2.4.3(a)respect thereto. If Lender has the right to approve an Annual Budget Each annual budget delivered pursuant to this Section 6.8.3, neither Borrower nor Manager 12(d) shall change or modify be prepared in a manner that is consistent with GAAP and shall include (i) an income statement prepared on an accrual basis which shall show in reasonable detail in accordance with past practice the Annual Budget that has been approved by Lender without revenues and expenses projected for the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed so long Company's business as no Event of Default is continuing). The “Monthly Budgeted Amount” a whole and for each Monthly Payment Date shall mean of the monthly amount set forth in the Approved Annual Budget for Operating Expenses and Capital Expenditures Company's operating segments on a quarterly basis for the Interest Period related to such Monthly Payment Date. If during any Trigger Periodforthcoming fiscal year, Borrower has submitted an Annual Budget (ii) a balance sheet which shall show in reasonable detail in accordance with past practice the assets and such Annual Budget has not been approved prior to liabilities projected for the commencement Company's business as a whole and for each of the calendar year to which such budget relates then Company's operating segments on a quarterly basis for the previous Approved Annual Budget shall continue to be deemed to be the Approved Annual Budget for that calendar forthcoming fiscal year, except that (iii) a cash flow statement which shall show in reasonable detail in accordance with past practice the line item receipts and disbursements projected for Capital Expenditures the Company's business as a whole and for each of the Company's operating segments on a quarterly basis for the forthcoming fiscal year and the amount of any corresponding cash deficiency or surplus, (iv) the projected capital requirements, if any, including any contemplated borrowings of the Company, and (v) a proposed business plan for the forthcoming fiscal year which shall not exceed show in reasonable detail in accordance with past practice the Capital Expenditures set forth in proposed business operations of the Approved Initial BudgetCompany as a whole and for each of the Company's operating segments, including staffing levels, and operating strategy of the Company.

Annual Budget. Prior to the date hereofClosing Date, Borrower has submitted and Lender has approved an Annual Budget for the 2015 2017 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Yearcalendar year. During the continuance of a Trigger Cash Sweep Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditionedunreasonably, conditioned or delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Cash Sweep Period or any Annual Budget submitted prior to the commencement of a Trigger Cash Sweep Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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(a2.4.2(a). If Lender has the right to approve an Annual Budget pursuant to this Section 6.8.34.3.2, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (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, 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 Trigger 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, except that the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budget.

Annual Budget. Prior to the date hereof, (a) Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower or Leasehold Pledgor shall submit (or cause Owner or Operating Lessee to submit) to Lender by November 1 December 31 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year; Borrower shall also submit any updates to such Annual Budget; provided that during the continuance 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 properties similar in size, location and nature to the Properties. During the continuance of a 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 conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing) and shall further have the right to require Borrower to furnish Lender on a biannual basis for 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). The 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 in accordance with Section 4.9.5(b) hereof, shall hereinafter be referred to as an “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 Budget”. During the Interest Period related to such Monthly Payment Date. If during any continuance of a Trigger Period, Borrower has submitted an Annual Budget and until such time that any Annual Budget has not been approved by Lender, the prior to the commencement of the calendar year to which such budget relates then the previous Approved Annual Budget shall continue apply for all purposes hereunder (with 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 (nor 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 deemed 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 be the change or modify) an Approved Annual Budget for that calendar year, except that in accordance with the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budgetterms of this Section 4.9.5.

Annual Budget. Prior to the date hereof, Borrower has submitted and Lender has approved an The initial Annual Budget for fiscal 2005 has been agreed upon by the 2015 calendar year parties before the execution of this Professional Business Management Agreement. Thereafter, annually and at least thirty (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted 30) days prior to the commencement of a Trigger Periodeach fiscal year of the Practice, the Professional Business Manager, in consultation with the Practice, shall each hereinafter prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be referred submitted to as an “Approved Annual Budget”the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of a Transfer of any Property the Approved Annual fiscal year, until an agreement is reached, the Budget shall 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 for the prior written consent of Lender (which consent year 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 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 adopted as the Approved Annual Budget for that calendar the current year, except that the with each line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial BudgetBudget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender by November 1 December 15th of each year during the Annual Budget relating to the Properties Term, for the succeeding Fiscal Year. During the continuance of a Trigger Periodapproval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditionedwithheld or delayed, delayed or withheld so long as no Event of Default is continuing). An 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 6.3.5) by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be is referred to herein as an the “Approved Annual Budget”)), and, promptly after preparation thereof, any revisions to such Annual Budget. In 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 Borrower’s anticipated operating income and operating expenses (on 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 event terms of this Section 6.3.5) by Lender, such operating expense budget shall be referred to herein as the “Approved Operating Budget”), and (ii) a Transfer 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/FF&E Budget”). Until such time that any Property Annual Budget has been approved (or deemed to have been approved) by Lender, the prior Approved Annual Budget shall be reduced apply for all purposes hereunder (with such adjustments as reasonably determined by Lender in consultation with (including increases for any Taxes, Insurance Premiums or utilities)). 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 permitted to approve an Annual submit revisions to any Approved Operating Budget pursuant to this Section 6.8.3or any Approved Capital/FF&E Budget for approval by Lender, 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 approval shall not be unreasonably withheld, conditioned withheld or delayed so long as no Event of Default is continuing)delayed. The “Monthly Budgeted Amount” for each Monthly Payment Date shall mean On 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 Trigger Period, date hereof Borrower has submitted delivered to Lender, an Annual Approved Operating Budget, which Approved Operating 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 Budgetis attached hereto as Schedule 6.

Annual Budget. Prior to the date hereof, Borrower has submitted and Lender has approved an The initial Annual Budget for shall be agreed upon by the 2015 calendar year parties before the execution of this Professional Business Management Agreement. Thereafter, annually and at least thirty (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted 30) days prior to the commencement of a Trigger Periodeach fiscal year of the Practice, the Professional Business Manager, in consultation with the Practice, shall each hereinafter prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice's revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be referred submitted to as an “Approved Annual Budget”the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of a Transfer of any Property the Approved Annual fiscal year, until an agreement is reached, the Budget shall 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 for the prior written consent of Lender (which consent year 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 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 adopted as the Approved Annual Budget for that calendar the current year, except that the with each line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial BudgetBudget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i)the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. Prior Borrower shall (or shall cause Senior Borrower to) submit to Lender on the date hereof, Borrower has submitted and Lender has approved an Closing Date the Annual Budget for the 2015 calendar year (the “Approved Initial Budget”)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 November December 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default then exists), further provided that (i) tenant improvement costs, landlord work costs and leasing commissions that Senior Borrower is continuing). An Annual Budget approved by Lender during obligated to pay for or perform pursuant to a Lease, (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 each case under clauses (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 Trigger Period or and (iii) Permitted Leasing Expenses, are deemed to be approved in any Annual Budget submitted prior for Lender’s approval as required in this subsection). Annual Budgets delivered to Lender (other than during the commencement continuance of a Trigger Period, ) or approved by Lender (during the continuance of a Trigger Period) shall each hereinafter be referred to as an “Approved Annual Budget”. In During the event continuance of a Transfer of Trigger Period, until such time that any Property Annual Budget has been approved by Lender, the then-current Approved Annual Budget with the Permitted Budget Variances therefrom shall be reduced as reasonably determined by Lender in consultation with Borrower in order to reflect apply for all purposes hereunder. During the removal continuance 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 6.8.3Trigger 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 (or cause Senior Borrower to furnish) to Lender for approval (which consent approval 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 then exists) an updated Annual Budget for Operating Expenses and Capital Expenditures for the Interest Period related to such Monthly Payment Date. If during any 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. Prior to On the date hereof, hereof Borrower has submitted delivered to Lender an Approved Operating Budget (as defined below) and Lender has approved an Annual Approved Capital Budget for the 2015 calendar year (the “Approved Initial Budget”as defined below). Borrower shall submit to Lender On or about May 1, 2005 and thereafter, by November 1 30th of each year during the Annual Budget relating Term, Borrower shall prepare and submit (or shall cause Manager to the Properties prepare and submit) to Lender, for the succeeding Fiscal Year. During the continuance of a Trigger Periodapproval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event delayed, a proposed pro forma operating expense budget for the Property for the succeeding calendar year (or, with respect to the budgets delivered on or about May 1, 2005, the remainder of Default is continuingthe 2005 calendar year). The 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 “Monthly Budgeted Amount” for Annual Budget”, and each Monthly Payment Date shall mean Annual Budget approved (or deemed approved pursuant to the monthly amount set forth in terms of this Section 6.3.6) by Lender is referred to herein as the “Approved Annual Budget for Operating Expenses and Capital Expenditures for the Interest Period related Budget”)), and, promptly after preparation thereof, any revisions to such Monthly Payment DateAnnual Budget. If during Lender’s failure to approve or disapprove any Trigger Period, Borrower has submitted an 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 the Borrower’s anticipated operating income and operating expenses (on an accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has not been approved prior (or deemed approved pursuant to the commencement terms of this Section 6.3.6) by Lender, such operating expense budget shall be referred to herein as the calendar year “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 which the terms of this Section 6.3.6) by Lender, such Capital Expense budget relates then shall be referred to herein as the previous “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 continue 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 be Lender as of the date hereof shall remain effective until Borrower has prepared and submitted, and Lender has approved (or deemed to be have approved), a proposed pro forma budget for the Approved Annual Budget Property for that the remainder of the 2005 calendar year, except that the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budgetas contemplated above.

Annual Budget. Prior Within ninety (90) days after the Effective Date, the Authority and Master Developer shall meet and confer to create a base line budget ("Base Line Budget") that includes projected Authority Costs and Authority Revenues. On or before May 1 with respect to Fiscal Year 2012-13 and each subsequent Authority Fiscal Year during the date hereofterm of this DDA, Borrower has submitted the Authority and Lender has approved an Annual Budget for Master Developer shall meet and confer regarding the 2015 calendar year (the “Approved Initial Budget”). Borrower shall submit Authority Costs reasonably expected to Lender by November 1 of each year the Annual Budget relating be incurred and Authority Revenues reasonably expected to the Properties for the be received during that succeeding Authority Fiscal Year. During Prior to such meetings, the continuance Authority shall prepare a preliminary budget (the "Annual Preliminary Budget") estimating the anticipated Authority Cost and Authority Revenues. The preliminary budget of Authority Costs shall include (i) the staff positions for all Authority staff, (ii) a Trigger Period, Lender shall have general description of the right to approve duties of each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior such staff person relative to the commencement Project, (iii) an identification of each third-party professional expected to be paid by the Authority during such year together with a Trigger Perioddescription of the expected duties of such professional, shall each hereinafter be referred the method of compensation and the expected total cost of such professional for such year, (iv) a general description of the costs and expenses related to as an “Approved the operation and maintenance of NSTI, including compliance with the terms of the TIHDI Agreement to provide assistance to TIHDI and its Member Organizations, subject to Section 19.3 below, and (v) a general description of the costs and expenses related to the management and implementation of the Project. The Annual Budget”. In the event of a Transfer of any Property the Approved Annual Preliminary Budget shall be reduced as reasonably determined include a projection of anticipated revenues payable to Authority for the year, including projected Authority Revenues. Based on such meetings and other relevant information available to the Authority, the Authority shall update such Annual Preliminary Budget for Authority Costs for such Authority Fiscal Year, broken down by Lender in consultation with Borrower in order to reflect fiscal quarter and including 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 (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 information set forth in clauses (i) through (v) above (an “Annual Authority Draft Budget”) and deliver the Approved same to Master Developer. The Parties acknowledge that the Annual Authority Draft Budget for Operating Expenses is subject to review and Capital Expenditures for approval by the Interest Period related to such Monthly Payment DateAuthority Board and the Board of Supervisors in their sole and absolute discretion. If during any Trigger Period, Borrower has submitted an The Parties further acknowledge and agree that the Annual Authority 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 may need to be deemed modified by the Authority and the Board of Supervisors from time to be time during 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 BudgetAuthority Fiscal Year.

Annual Budget. Prior As soon as available, and in any event within ten (10) days prior to the date hereofbeginning of each Fiscal Year, Borrower has submitted a budget for such Fiscal Year for ESCO and Lender has approved its Subsidiaries on a consolidated basis, in the form utilized by ESCO as of the Effective Date for such purpose (each, an “Annual Budget”) (substantially similar to the budget set forth in Schedule I-AGAEC), including 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, (ii) be accompanied by a certification of the chief financial officer or controller of ESCO as to the truthfulness and correctness thereof based upon the express assumptions stated therein. The Annual Budget shall 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 the 2015 calendar year such Fiscal Year for ESCO on a consolidated basis by giving Originator at least fifteen (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted 15) days written notice prior to the commencement requested effective date of a Trigger Period, shall each hereinafter be referred the requested revision to as an “Approved the Annual Budget”. In Requested revisions to the event of a Transfer of any Property the Approved Annual Budget shall be reduced (i) prepared in good faith and based upon reasonable assumptions, and (ii) accompanied by a certification of the chief financial officer or controller of ESCO as reasonably determined by Lender in consultation with Borrower in order to reflect the removal true and correctness thereof based upon the express assumptions stated therein. Annual Budget revision requests shall include projected statements of such Property cash flows and the Operating Expenses associated therewith; provided, further, that no such reduction projected statements of income and expenses on a monthly basis. The Annual Budget shall be made in the event deemed modified after ESCO receives Originator’s prior written consent to incorporate any such Transfer is made revisions consented to by Originator 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 (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 any such Monthly Payment Date. If during any 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 Budgetquarterly review.

Annual Budget. Prior to On the date hereof, hereof Borrower has submitted delivered to Lender an Approved Operating Budget (as defined below) and Lender has approved an Annual Approved Capital Budget for the 2015 calendar year (the “Approved Initial Budget”as defined below). Borrower shall submit to Lender On or about May 1, 2005 and thereafter, by November 1 30th of each year during the Annual Budget relating Term, Borrower shall prepare and submit (or shall cause Manager to the Properties prepare and submit) to Lender, for the succeeding Fiscal Year. During the continuance of a Trigger Periodapproval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event delayed, a proposed pro forma operating expense budget for the Property for the succeeding calendar year (or, with respect to the budgets delivered on or about May 1, 2005, the remainder of Default is continuingthe 2005 calendar year). The 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 “Monthly Budgeted Amount” for Annual Budget”, and each Monthly Payment Date shall mean Annual Budget approved (or deemed approved pursuant to the monthly amount set forth in terms of this Section 6.3.6) by Lender is referred to herein as the “Approved Annual Budget for Operating Expenses and Capital Expenditures for the Interest Period related Budget”)), and, promptly after preparation thereof, any revisions to such Monthly Payment DateAnnual Budget. If during Lender’s failure to approve or disapprove any Trigger Period, Borrower has submitted an 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 the Borrower’s anticipated operating income and operating expenses (on an accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget has not been approved prior (or deemed approved pursuant to the commencement terms of this Section 6.3.6) by Lender, such operating expense budget shall be referred to herein as the calendar year “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 which the terms of this Section 6.3.6) by Lender, such Capital Expense budget relates then shall be referred to herein as the previous “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 continue 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 be 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 be have approved), a proposed pro forma budget for the Approved Annual Budget Property for that the remainder of the 2005 calendar year, except that the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budgetas contemplated above.

Annual Budget. Prior An annual operating expense budget for the Manager, which shall include allocations of such budget to the date hereofCompany, Borrower has submitted SCL, SPL and Lender has any other subsidiaries, the form of which will be agreed upon by Manager and RDH, will be approved an subject to the following terms. The budget approved by RDH for the balance of Fiscal Year 2016 subsequent to the Effective Date and for Fiscal Year 2017 is attached hereto as Exhibit E. Each of the annual budgets attached hereto and any annual budgets approved pursuant to this Section 7.1 are referred to as the "Annual Budget". The Annual Budget shall 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 2015 upcoming calendar year year. RDH shall approve or reject the proposed Annual Budget within thirty (30) days after its receipt of the “Approved Initial Budget”)proposed Annual Budget and satisfactory responses to all of its questions in respect thereof. Borrower shall submit to Lender by November 1 of each year To the extent that the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall is not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 (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 Trigger Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved RDH prior to the commencement of the calendar year to which such budget relates then is to relate, unless and until an Annual Budget is approved, the previous Approved 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 continue 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) MEC will obtain RDH’s approval of any budget to be deemed submitted to be any such third-party member(s) in accordance with the Approved terms of the SCL Operating Agreement and the SPL Operating Agreement prior to submission of such budget to any such third-party member(s), (ii) RDH will have ultimate authority to approve or reject any changes to such budgets proposed by any such third-party member(s) and (iii) the Annual Budget will be reduced proportionally to reflect any lesser amounts agreed with Fundamental in the budgets for that calendar yearSCL and SPL, except that as opposed to the line item for Capital Expenditures shall not exceed the Capital Expenditures corollary amounts set forth in the Approved Initial Annual Budget, provided, that, during the Pre-Approval Period, the Manager shall first prepare and deliver to RDH a proposed preliminary Annual Budget for the upcoming calendar year no later than October 1st of each then current calendar year for RDH’s initial review and comment.

Annual Budget. Prior to For the partial year period commencing on the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). each Fiscal Year thereafter, Borrower shall submit to Lender by November 1 of each year the an Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget not later than thirty (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted 30) days prior to the commencement of such period or Fiscal Year, which Annual Budget shall set forth, on a Trigger Periodmonth-by-month basis, in reasonable detail, each line item of Borrower’s good faith estimate of Gross Income from Operations, Operating Expenses and 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 (each hereinafter be referred to as 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 proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within ten (10) Business Days after receipt thereof (and deliver to Borrower a Transfer reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any Property 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, 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 deemed to have approved such proposed Annual Budget or revised Annual Budget. Until such time that Lender approves a proposed Annual Budget or a proposed Annual Budget is deemed approved, the most recent Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be reduced as reasonably determined by Lender in consultation with Borrower in order adjusted to reflect actual increases in Taxes, Insurance Premiums and Other Charges. In the removal 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 Property and expense exceeds the Operating Expenses associated therewith; providedbudgeted amount as set forth in such Approved Annual Budget) (each, furtheran “Extraordinary Expense”), that no then Borrower shall promptly deliver to Lender a reasonably detailed explanation of 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 6.8.3proposed Extraordinary Expense for Lender’s approval, 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 approval shall not be unreasonably withheld, conditioned or delayed so long as no Event 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 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 any such Monthly Payment Date. If during any Trigger Periodemergency expense, Borrower has submitted an Annual Budget and shall deliver to Lender a reasonably detailed explanation of such Annual Budget has not been approved prior to expense promptly after incurring 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 Budgetsame.

Annual Budget. Prior The Managing Partner shall prepare (or cause to be prepared) an annual operating budget for the Partnership (such annual budget as Approved by the Partners and as amended from time to time with the Approval of the Partners being referred to herein as the "Annual Budget"), which shall include, among other things, budgeted revenues (including contemplated proceeds of capital transactions) and expenses, projected capital improvements, repairs or replacements, reserves, and a pro forma cash flow projection for the Project for such year. The Annual Budget shall be accompanied by notes or other narrative setting forth in reasonable detail any material assumptions made or relied upon in generating such budget. The Annual Budget initially shall be prepared (or caused to be prepared) each year in proposed form by the Managing Partner and delivered to the date hereofPartners no later than November 15 of the year preceding the year for which such Budget is to be effective. The partners or their Representatives shall diligently review such proposed budget and meet to review and discuss such budget no later than December 15 of such year. If any Partner, Borrower through its Representatives, makes written objections to, or comments on, the proposed Annual Budget on or before such meeting, or at any time thereafter prior to Approval of such budget by the Partners, the Partners shall use their best and good faith efforts to agree as soon as possible on a revised Annual Budget acceptable to both Partners. The Managing Partner shall have no authority to undertake or implement the actions described in, or operate the Partnership in accordance with, any proposed Annual Budget, as revised by the Partners, until such Annual Budget has submitted and Lender has been Approved by the Partners. The Managing Partner may, however, on its own initiative propose for the Partners, consideration amendments or modifications to any Annual Budget previously approved an by the Partners as, in the Managing Partner's reasonable discretion, are necessary or desirable due to changed or uncontemplated business conditions or other circumstances or considerati6ns. If, after following the procedure set forth in this Section 10.3, the Partners are unable to approve the Annual Budget for the 2015 calendar ensuing fiscal year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 January I of each year such year, then, pending Approval of the Annual Budget relating Budget, the Managing Partner shall continue to operate the Properties for Partnership in a manner which is as consistent as possible with the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved previous year's Annual Budget”, as most recently revised, with suitable adjustments in revenues and expenses as dictated by inflationary factors or as otherwise dictated by necessary changes in operations. In the event of a Transfer of any Property the Approved The first Annual Budget shall be reduced prepared for the remainder of the year in which the Rent Commencement Date (as reasonably determined by Lender defined in consultation with Borrower in order to reflect the removal of such Property C&P Lease) occurs, and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in prepared and Approved on a timetable analogous to that described above as if the event such Transfer is made in connection with a substitution under Section 2.4.3(a). If Lender has Rent Commencement Date were 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 (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 Trigger Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior to the commencement beginning 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. Prior (i) Borrower shall prepare and deliver to Lender, on or before the date that is eighty (80) days prior to the date hereofend of each Fiscal Year, Borrower has submitted and Lender has approved an Annual Budget for in respect of the 2015 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Mortgaged Properties for the succeeding ensuing Fiscal Year. During The Annual Budget shall include a capital expenditures budget (y) with respect to any Mortgaged Property in the continuance 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 Trigger Periodfive percent (5%) variance on year-to-date expenses (such variance shall be applied on a line-item basis, Lender 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 approve each Annual Budget submit proposed modifications to the approved budget, not more than one time during any quarter, which modifications shall be subject to Lender's approval (which approval shall not to be unreasonably conditioned, delayed withheld or withheld so long as no Event of Default is continuingdelayed). An Annual Budget approved by Lender during a Trigger Period Lender's failure to approve or disapprove any Annual Budget submitted within thirty (30) days after Lender's receipt thereof shall be deemed to constitute Lender's approval thereof; provided (i) Borrower shall have delivered to Lender a second notice not earlier than fifteen (15) days prior to expiration of such approval period and not later than ten (10) days prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall be reduced as reasonably determined by Lender in consultation with Borrower in order to reflect the removal expiration of such Property approval period and the Operating Expenses associated therewith; provided, further, that no such reduction (ii) Borrower 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 have delivered the Annual Budget to Lender with a cover letter stating that has been approved by Lender without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned Lender's failure to approve or delayed so long as no Event of Default is continuing). The “Monthly Budgeted Amount” for each Monthly Payment Date shall mean disapprove 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 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 within thirty days (30) days will result in its 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 Budgetapproval.

Annual Budget. Prior As soon as available, and in any event within ten (10) days prior to the date hereofbeginning of each Fiscal Year, Borrower has submitted a budget for such Fiscal Year for ESCO and Lender has approved its Subsidiaries on a consolidated basis, in the form utilized by ESCO as of the Original Effective Date for such purpose (each, an “Annual Budget”) (substantially similar to the budget set forth in Schedule I-AGAEC), including 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, (ii) be accompanied by a certification of the chief financial officer or controller of ESCO as to the truthfulness and correctness thereof based upon the express assumptions stated therein. The Annual Budget shall 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 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 the 2015 calendar year such Fiscal Year for ESCO on a consolidated basis by giving EDF at least fifteen (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted 15) days written notice prior to the commencement requested effective date of a Trigger Period, shall each hereinafter be referred the requested revision to as an “Approved the Annual Budget”. In Requested revisions to the event of a Transfer of any Property the Approved Annual Budget shall be reduced (i) prepared in good faith and based upon reasonable assumptions, and (ii) accompanied by a certification of the chief financial officer or controller of ESCO as reasonably determined by Lender in consultation with Borrower in order to reflect the removal true and correctness thereof based upon the express assumptions stated therein. Annual Budget revision requests shall include projected statements of such Property cash flows and the Operating Expenses associated therewith; provided, further, that no such reduction projected statements of income and expenses on a monthly basis. The Annual Budget shall be made in the event deemed modified after ESCO receives EDF’s prior written consent to incorporate any such Transfer is made revisions consented to by EDF 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 (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 any such Monthly Payment Date. If during any 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 Budgetquarterly review.

Annual Budget. Prior Borrower has previously delivered to Lender the Annual Budget (covering both Operating Expenses and Capital Expenditures) for the Properties for the 2008 Fiscal Year. At least 15 days prior to the date hereofcommencement of each subsequent Fiscal Year during the term of the Loan, Borrower has submitted and shall deliver to Lender has approved for informational purposes only an Annual Budget for the 2015 calendar year Properties prepared by Operating Lessee in good faith for the ensuing Fiscal Year (covering both Operating Expenses and Capital Expenditures) and, promptly after preparation thereof, any subsequent revisions thereto. The Operating Expense 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 (such Operating Expense budget, in the absence of an Event of Default, as so delivered, and during the continuance of an Event of Default, as so approved or deemed approved, is referred to herein as the “Approved Initial Annual Operating Expense Budget”). Borrower The Capital Expenditure budget contained in such Annual Budget, and any revisions thereto, shall submit be subject to Lender by November 1 Lender’s approval during the continuance of each year an Event of Default, (such Capital Expenditure Budget, in the absence of an Event of Default, as so delivered, and during the continuance of an Event of Default, as so approved or deemed approved, is referred to herein as the “Approved Annual Capital Expenditure Budget” and, together with the Approved Annual Operating Expense Budget, the “Approved Annual Budget”). Notwithstanding the foregoing, but subject to Section 3.8, any revision of the Annual Budget or Approved Annual Budget relating to the Properties for application of the succeeding Fiscal Year. During the continuance of a Trigger PeriodCapital Expenditure Amount shall be subject to Lender’s reasonable approval at all times, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditionedprovided, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted however, that if, at least 20 days prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer 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 the Approved Annual Budget 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 reduced as reasonably determined by delivered to Lender in consultation with Borrower in order an envelope marked URGENT – LENDER’S ATTENTION REQUIRED WITHIN 20 DAYS), then Lender’s consent to reflect such revision shall be deemed granted to the removal extent that Lender does not object to the accuracy of such Property and the Operating Expenses associated therewith; providedcash flow analysis, furtheror request additional supporting material with respect thereto, 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 within 20 days 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 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 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 BudgetLender’s receipt thereof.

Annual Budget. Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 2017 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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, provided 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)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 (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 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. Prior The Manager will, within one hundred twenty (120) days after the date hereof and within thirty (30) days prior to the date hereofend of each calendar year thereafter, Borrower has submitted submit a preliminary budget which reflects on a monthly basis the estimated receipts, disbursements, operational expenditures and Lender has approved an Annual Budget capital expenditures for the 2015 ensuing calendar year and which will include: (a) a schedule projecting amounts to be collected as Maintenance Charges from owners of the “Approved Initial Budget”)Property; (b) a schedule of amounts which the Manager estimates will be spent for salaries, repairs, maintenance, replacements and capital improvements; and (c) any other item reasonably requested by the Owner. Borrower shall submit to Lender by November 1 of each year the Annual Budget relating The preliminary budget will be submitted in writing to the Properties Owner for approval and the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall Owner will have the right to approve each make any changes thereto and finalize the budget in form satisfactory to the Owner in the Owner's sole discretion (hereafter the "Annual Budget"). The Owner will inform the Manager of any change to the preliminary budget submitted by the Manager before commencement of the period covered by the Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An and the Annual Budget approved by Lender shall constitute the standard pursuant to which the Manager will operate the Common Areas of the Property during a Trigger Period or any Annual Budget submitted the ensuing calendar year. The Manager will thereafter prepare and deliver to the Owner prior to the commencement beginning of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In quarter during the event of a Transfer of ensuing year any Property the Approved Annual Budget shall 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 changes in the event such Transfer is made information and estimates contained 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 necessary to reflect current conditions. At the sole option of the Owner, the Annual Budget, as amended, will thereafter constitute the standard pursuant to which the Manager will operate the Common Areas of the Property. The Manager will not, without the prior written consent of Lender (which consent shall not be unreasonably withheldthe Owner, 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 incur any non-utility expense in the Approved Annual Budget for Operating Expenses operation, maintenance and Capital Expenditures for management of the Interest Period related to such Monthly Payment Date. If during Common Areas of the Property which would, if annualized, exceed by five percent (5%) or more any Trigger Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior single annualized amount allocated to the commencement particular classification 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 expense in the Approved Initial Annual Budget.. 3.3

Annual Budget. Prior The Managing Partner shall prepare (or cause to be prepared) an annual budget for the date hereofPartnership (such annual budget as Approved by the General Partners and as amended from time to time with the Approval of the General Partners being referred to herein as the Annual Budget), Borrower has submitted which shall include, among other things, budgeted revenues (including contemplated proceeds of capital transactions) and Lender has approved an expenses projected capital improvements, repairs or replacements, reserves, and management, marketing and leasing plans for the Partnership. The Annual Budget shall be accompanied, by notes or other narrative setting forth in reasonable detail any material assumptions made or relied upon in generating such budget. The initial Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger PeriodPartnership, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget unanimously approved by Lender during the Partners, is attached hereto as Exhibit G and by this reference made a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing)part hereof. The “Monthly Budgeted Amount” for each Monthly Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses each succeeding year shall be prepared (or caused to be prepared) each year in proposed form by the Managing Partner and Capital Expenditures delivered to the General Partners no later than November 15 of the year preceding the year for the Interest Period related which such budget is to be effective. The General Partners or their Representatives shall diligently review such Monthly Payment Dateproposed budget and meet to review and discuss such budget no later than December 15 of such year. If during any Trigger PeriodGeneral Partner, Borrower has submitted an through its Representatives, makes written objections to, or comments on, the proposed Annual Budget on or before such meeting, or at any time thereafter prior to Approval of such budget by the General Partners, the General Partners shall use their best and good faith efforts to agree as soon as possible on a revised Annual Budget acceptable to the General Partners. The Managing Partner shall have no authority to undertake or implement the actions described in, or operate the Partnership in accordance with, any proposed Annual Budget, as revised by the General Partners, until such Annual Budget has not been Approved by the General Partners. The Managing Partner may, however, on its own initiative propose for the General Partners' consideration amendments or modifications to any Annual Budget previously approved prior by the General Partners as, in the Managing Partner's reasonable discretion, are necessary or desirable due to changed or uncontemplated business conditions or other circumstances or considerations. If, after following the commencement procedure set forth in this Section 10.1, the General Partners are unable to approve the Annual Budget, for the ensuing fiscal year by January 1 of the calendar year to which such budget relates year, then the previous Approved Annual Budget Managing Partner shall continue to be deemed to be operate the Approved Partnership in a manner which is as consistent as possible with the previous year's Annual Budget for that calendar yearBudget, except that the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth as most recently revised, with suitable adjustments in the Approved Initial Budgetrevenues and expenses as dictated by inflationary factors or as otherwise dictated by necessary changes in operations.

Annual Budget. (a) Prior to the date hereofClosing Date, Borrower has submitted and Lender has approved provided to Lender, for informational purposes, an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”)2017 Fiscal Year. Provided no Trigger Period has occurred and is continuing, Borrower shall submit provide to Lender by November 1 Lender, for informational purposes, no later than thirty (30) days following the end of each year the prior Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) the Annual Budget relating for the current Fiscal Year; provided, however, that, if any Trigger Period commences, Borrower shall deliver to Lender an Annual Budget for Lender’s review and approval (which approval shall not be unreasonably withheld, conditioned or delayed, subject to the Properties for provisions of Section 4.9.5(b)) within thirty (30) days of the succeeding Fiscal Yearcommencement of such Trigger Period. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget Budget, including extraordinary operating expenses and Capital Expenditures (which approval shall not be unreasonably conditionedwithheld, delayed conditioned or withheld so long as no Event delayed, subject to the provisions of Default is continuingSection 4.9.5(b)). An Annual Budget Budgets delivered to Lender (other than during the continuance of a Trigger Period) or approved by Lender during the continuance of a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”, and any such extraordinary operating expenses approved by Lender during any Trigger Period pursuant to this Section 4.9.5(a) shall hereinafter be referred to as “Approved Extraordinary Expenses”. In During the event continuance of a Transfer of Trigger Period, until such time that any Property Annual Budget has been approved by Lender, the prior Approved Annual Budget shall be reduced apply for all purposes hereunder (with such adjustments as reasonably determined by Lender in consultation with Borrower in order necessary to reflect the removal of such Property actual increases in Taxes, Insurance Premiums, utilities expenses 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(aother non-discretionary items). If Lender has During the right continuance of a Trigger Period, subject to approve an Annual Budget pursuant to this Section 6.8.3the 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 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 Trigger Perioddelayed, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior subject to the commencement provisions 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 BudgetSection 4.9.5(b)).

Annual Budget. Prior to the date hereofClosing Date, Borrower has submitted and Lender has approved an Annual Budget for the 2015 remaining portion of the 2017 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Yearcalendar year. During the continuance of a Trigger Cash Sweep Period, Lender shall have the right to approve each Annual Budget or portion thereof, as applicable (which approval shall not be unreasonably conditionedunreasonably, conditioned or delayed or withheld so long as no Event of Default is continuing). An Annual Budget so approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, Cash Sweep Period shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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(a2.4.2(a). If Lender has the right to approve an Annual Budget (or portion thereof) pursuant to this Section 6.8.34.3.2, neither Borrower nor Manager 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 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, 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 Trigger 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, except that the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budgetyear (or applicable portion thereof).

Annual Budget. Prior By January 1st of each calendar year during the term of this Agreement, Service Company shall prepare and deliver to the date hereof, Borrower has submitted and Lender has approved Investors for their reasonable approval an Annual Budget annual budget for Service Company for the 2015 upcoming calendar year (the “Approved Initial Annual Budget”). Borrower , which shall submit to Lender by November 1 include (a) an estimate of each year the Annual Budget relating to Service Fee and (b) such other information as the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”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 Transfer of any Property revised Annual Budget that reasonably reflects such increase or decrease in IBP’s business, and the Approved amended Annual Budget shall be reduced treated as a proposed Annual Budget for 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 proposed Annual Budget shall be deemed to be final and shall be the Annual Budget for such calendar year. If, within such 30-day period, the Investors reasonably determined object to any matter contained in the proposed Annual Budget by Lender delivering to Service Company a written notice setting forth in consultation with Borrower in order to reflect reasonable detail the removal basis for such objection (an “Objection Notice”), which Objection Notice shall include the Investors’ reasonable resolution of such Property objection, and Service Company disagrees with the Investor’s objection or resolution, then Service Company and the Operating Expenses associated therewithInvestors will cooperate in good faith to resolve any such disputed matter; provided, however, that if Service Company and the Investors do not mutually resolve any such disputed matter within thirty (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 no such reduction shall be made in if the event such Transfer is made in connection with a substitution under Section 2.4.3(a). If Lender has the right to Investors 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 (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 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 proposed Annual Budget, such budget relates then the previous Approved proposed Annual Budget shall continue to be deemed to be final and shall be the Approved Annual Budget for that such 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. Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 Each calendar year (during the “term of 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 Initial Budget”). Borrower Management Agreement, Maryland Guarantor or Operating Lessee shall submit deliver or shall cause Approved Property Manager to Lender by November 1 of each year deliver to Lender, for informational purposes only, the Annual Budget relating and, promptly after preparation thereof, any subsequent revisions to the Properties for Annual Budget. If the succeeding Fiscal Year. During budget approval process under the Approved Management Agreement shall be ongoing during the continuance of a Trigger PeriodPeriod or an Event of Default, Lender neither Maryland Guarantor nor Operating Lessee shall exercise any budget approval right they may have under the right Approved Management Agreement without the approval of Lender, such approval not to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed withheld or withheld delayed. For so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or shall withhold its consent to any Annual Budget submitted prior to the commencement of a Trigger Periodor any revisions thereto, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 in effect prior to any such request for approval shall remain in effect. Without the prior written consent of Lender (Lender, which consent shall not be unreasonably withheldwithheld or delayed, conditioned during the continuance of a Trigger Period neither Maryland Guarantor nor Operating Lessee shall make or delayed so long as no Event of Default is continuing). The “Monthly Budgeted Amount” approve any expenditures that are either not provided for each Monthly Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses and Capital Expenditures for or that would, in the Interest Period related to such Monthly Payment Date. If during aggregate, cause any Trigger Period, Borrower has submitted an line item in the Approved Annual Budget to be exceeded by 5% or more measured on an annual basis, other than expenditures for non-discretionary items and such Annual Budget has not been approved prior expenditures required to the commencement be made by reason of the calendar year occurrence of any emergency (i.e., an unexpected event that threatens imminent harm to persons or property at the Property) and with respect to which such budget relates then it would be impracticable, under the previous circumstances, to obtain Lender’s prior consent thereto. For the avoidance of doubt, decreases made or approved to any line item in the Approved Annual Budget shall continue not require Lender’s consent. Borrower and/or Operating Lessee shall deliver, or cause to be deemed to be delivered, the Approved 2011 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 Budgetas soon as is practical.

Annual Budget. Prior to the date hereof, Borrower has submitted (a) The Manager shall prepare a proposed annual budget and Lender has approved an Annual Budget operating plan for the 2015 calendar Property and Company Assets for each Fiscal Year together with five (5) year forward projections (which shall include a budget applicable to Company costs and expenses (including a contingency line item), the “Approved Initial Annual Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted ) at least 60 days prior to the commencement of such Fiscal Year for the applicable Fiscal Year (provided if the Manager should fail to timely prepare and submit a Trigger Period, shall each hereinafter be referred to as an “Approved proposed form of Annual Budget”, Investor shall be authorized to prepare such Annual Budget). Each Annual Budget must be Approved by all of the Members. All portions of the proposed Annual Budget which are objected to by the Members shall be deemed “Rejected Portions.” The Members and the Manager shall work in good faith to agree upon revisions to the Rejected Portions that would result in the proposed Annual Budget being approved by all of the Members. In formulating the event comprehensive Annual Budget, to the extent reasonably feasible at the time of preparation thereof, the Manager will develop (for Approval by the Members) proposed strategies regarding (i) plans for renovation, leasing, financing, sale and rehabilitation of the Property and any other real property and proposed reductions to operating expenses and other Company costs and expenses and increases in Revenues, (ii) preparation and release of all promotional and advertising relating to, and a Transfer marketing plan for, the Company Assets or concerning the Company, (iii) terms for any proposed sale or disposition of any Property Company Asset, or acquisition of additional Company Assets, and (iv) selection of legal counsel, accountants, appraisers and other consultants for the Approved Company to efficiently implement the Annual Budget. The Manager will also consider and make recommendations to the extent it deems the same appropriate regarding the financing, amendment, modification, alteration, change, cancellation, or prepayment of any Financing affecting any Company Assets, and procurement of title insurance and other insurance for the Company, or decrease or vary the insurance carried by or on behalf of the Company and any other matters affecting the Company’s business. The Members and the Manager may from time to time review the Annual Budget and make such amendments or modifications thereto as they shall jointly determine to 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 therewithappropriate or necessary; provided, furtherhowever, that no such reduction shall be made the Manager, acting alone, may apply or re-allocate amounts included 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 “contingency” line item of 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 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 to other line items in the Approved Annual Budget applicable budget for Operating Expenses and Capital Expenditures for the Interest Period related to such Monthly Payment Date. If during any 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 BudgetFiscal Year.

Annual Budget. Prior to the date hereof(a) Provided no Trigger Period has occurred and is continuing, Borrower has submitted and shall provide to Lender, for informational purposes, no later than sixty (60) days following the end of the 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 deliver to Lender has approved an Annual Budget for Lender’s review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) within thirty (30) days of the 2015 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 commencement of each year the Annual Budget relating to the Properties for the succeeding Fiscal Yearsuch Trigger Period. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget Budget, including extraordinary operating expenses and Capital Expenditures (which approval shall not be unreasonably conditionedwithheld, delayed conditioned or withheld so long as no Event of Default is continuingdelayed). An Annual Budget Budgets delivered to Lender (other than during the continuance of a Trigger Period) or approved by Lender during the continuance of a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”, any such extraordinary operating expenses approved by Lender pursuant to this Section 4.9.5(a) shall hereinafter be referred to as “Approved Extraordinary Expenses”. In During the event continuance of a Transfer of Trigger Period, until such time that any Property Annual Budget has been approved by Lender, the prior Approved Annual Budget shall be reduced apply for all purposes hereunder (with such adjustments as reasonably determined by Lender in consultation with Borrower in order necessary to reflect the removal of such Property actual increases in Taxes, Insurance Premiums, utilities expenses 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(aother non-discretionary items). If Lender has During the right to approve an Annual Budget pursuant to this Section 6.8.3continuance 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 so long 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). The “Monthly Budgeted Amount” for each Monthly Payment Date , Lender’s approval and consent 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 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 Budgethave been granted.

Annual Budget. Prior At least fifteen (15) days prior to the date hereofcommencement of each Fiscal Year, Borrower has submitted and Maryland Owner shall deliver to Lender has approved an the Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year informational purposes or, if the Annual Budget relating to has not yet been adopted the Properties for then most current draft, which shall be superseded upon Borrower’s adoption of the succeeding Fiscal Year. During Annual Budget; provided, however, that, upon the occurrence and during the continuance of a Trigger PeriodCash Sweep Event, Borrower and Maryland Owner shall deliver to Lender shall have the right to approve each Annual Budget for Lender’s review and approval of the discretionary items contained therein at least thirty (30) days prior to the commencement of such Fiscal Year (which approval shall not be unreasonably conditionedwithheld, delayed conditioned or withheld so long as no Event of Default is continuingdelayed). An Annual Budget approved by Lender during a Trigger Period or any The Annual Budget submitted prior pursuant to the commencement this Section 11.2.4 and, if required pursuant hereto as a result of a Trigger PeriodCash Sweep Event, approved by Lender, for any calendar year shall each hereinafter herein be referred to as an the “Approved Annual Budget”. In During the event continuance of a Transfer of any Property Cash Sweep Event, neither Borrower, Maryland Owner nor Manager shall materially change or modify the Approved Annual Budget shall 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 first obtaining the prior written consent of Lender (Lender, which consent shall not be unreasonably withheld, conditioned delayed or delayed so long as no Event 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 Default is continuing). The “Monthly Budgeted Amount” for each Monthly Payment Date shall mean the monthly amount set forth in continuance of a Cash Sweep Event, the Approved Annual Budget for Operating Expenses and Capital Expenditures for the Interest Period related to such Monthly Payment Date. If during preceding calendar year, as increased by any Trigger Periodactual increase in non-discretionary expenses, 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 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 calendar yearLender fails to grant or withhold its approval to such request within such ten (10) Business Day period, except that 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 line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budgetreasons therefor.

Annual Budget. Prior to the date hereof, (a) Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower or Leasehold Pledgor shall submit (or cause Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to submit) to Lender by November 1 December 31 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year; Borrower shall also submit any updates to such Annual Budget; provided that during the continuance 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 properties similar in size, location and nature to the Properties. During the continuance of a 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 conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing) and shall further have the right to require Borrower to furnish Lender on a biannual basis for 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). The 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 in accordance with Section 4.9.5(b) hereof, shall hereinafter be referred to as an “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 Budget”. During the Interest Period related to such Monthly Payment Date. If during any continuance of a Trigger Period, Borrower has submitted an Annual Budget and until such time that any Annual Budget has not been approved by Lender, the prior to the commencement of the calendar year to which such budget relates then the previous Approved Annual Budget shall continue apply for all purposes hereunder (with 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 (nor 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 deemed 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 be the change or modify) an Approved Annual Budget for that calendar year, except that in accordance with the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budget.terms of this Section 4.9.5. -97- Mezzanine B Loan Agreement

Annual Budget. Prior to For each Fiscal Year commencing with the date hereofFiscal Year commencing January 1, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). 2014, Borrower shall submit to Lender by November 1 of each year the an Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget not later than thirty (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted 30) days prior to the commencement of such period or Fiscal Year, which Annual Budget shall set forth, on a Trigger Periodmonth-by-month basis, in reasonable detail, each line item of Borrower’s good faith estimate of Gross Income from Operations, Operating Expenses and 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 (each hereinafter be referred to as 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 (15) days after receipt thereof (and deliver to Borrower a Transfer reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any Property 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 the same in accordance with the process described in this Section 4.1.6(h) until Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget, the most recent Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be reduced as reasonably determined by Lender in consultation with Borrower in order adjusted to reflect the removal of such Property actual increases in Taxes, Insurance Premiums and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in Other Charges. 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 that Borrower must incur an Annual Budget pursuant to this Section 6.8.3, neither Borrower nor Manager shall change extraordinary operating expense or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (which consent shall capital expense 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 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 Operating Expenses and Capital Expenditures for the Interest Period related to such Monthly Payment Date. If during any 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 BudgetLender’s approval.

Annual Budget. Prior to For the partial year period commencing on the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). each Fiscal Year thereafter, Borrower shall submit to Lender by November 1 of each year the an Annual Budget relating not later than forty-five (45) days prior to the Properties for the succeeding commencement of such period or Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each which Annual Budget (which approval shall set forth, on a month-by-month basis, in reasonable detail, each line item of Borrower’s good faith estimate of Gross Income from Operations, Operating Expenses and 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 conditioned, delayed or withheld so long as no Event of Default is continuing). An exists (each such Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger PeriodBudget, shall each hereinafter be referred to as 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 (15) days after receipt thereof (and deliver to Borrower a Transfer reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any Property 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 the same in accordance with the process described in this Section 4.1.6(h) until Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget, the most recent Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be reduced as reasonably determined by Lender in consultation with Borrower in order adjusted to reflect the removal of such Property actual increases in Taxes, Insurance Premiums and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in Other Charges. 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 that Borrower must incur an Annual Budget pursuant to this Section 6.8.3, neither Borrower nor Manager shall change extraordinary operating expense or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (which consent shall capital expense 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 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 Operating Expenses and Capital Expenditures for the Interest Period related to such Monthly Payment Date. If during any 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 BudgetLender’s approval.

Annual Budget. Prior to Not later than forty five (45) days after the date hereofof this Agreement, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year thereafter not later than ninety (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted 90) days prior to the commencement of a Trigger Periodeach Calendar Year for the Property, Property Manager shall each hereinafter be referred to prepare and submit for Owner’s approval an itemized budget for the management and operation of the Property during such Calendar Year prepared in accordance with GAAP (such budget as an approved by Owner the “Approved Annual Budget”. In the event of a Transfer of any ); provided that Property the Approved Annual Budget shall 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 submit to Owner a preliminary budget not less than one hundred twenty (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 Trigger Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved 120) days prior to the commencement of said Calendar Year. The parties agree that the calendar year to which such budget relates then the previous Approved initial Annual Budget shall continue to be deemed to be include 2004 pro forma budgets and the Approved actual Annual Budget for that 2005. The Annual Budget shall be accompanied by supporting, back-up documentation and shall show in detail all projected receipts and expenditures, capital or otherwise for the next calendar year, except that or for appropriate time periods as specified in the line 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 by month, or other time periods specified in 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, including the rationale behind income and expense projections. Any item for Capital Expenditures shall not exceed 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 the annual Leasing Plan and the Capital Expenditures set forth in Improvements Budget (as hereinafter defined) which are approved as part of the Approved Initial Budget.Annual Budget shall be subject to a quarterly review by Owner. The Annual Budget shall include the following:

Annual Budget. Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 2013 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditionedunreasonably, conditioned or delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 (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 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. Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long Attached hereto as no Event of Default Exhibit C is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 KBS Member (which consent shall not be unreasonably withheld, conditioned or delayed so long except as no Event of Default is continuing). The “Monthly Budgeted Amount” for each Monthly Payment Date shall mean the monthly amount set forth in this Section 2.10(a)) and sets forth, by category, the Approved estimated costs that are projected to be incurred for the remainder of the 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”)) includes a budget setting forth the estimated renovation costs to be incurred by the Company in connection with the renovation and construction of the Project (the “Renovation Budget”). On or before the last business day of November of each year (each an “Update Date”), Managing Member shall prepare a new Annual Budget for Operating Expenses the upcoming calendar year which shall be required to be approved by the KBS Member as a Major Decision under Section 2.02(b), which shall set forth, by individual category, the costs and Capital Expenditures expenses projected to be incurred by the Company for the Interest Period related ensuing fiscal year. In the event the KBS Member does not respond to the proposed Annual Budget within fifteen (15) business days after receipt of such budget, Managing Member may send a second notice by certified mail, return receipt requested, containing a statement in all caps that the failure to respond to such Monthly Payment Dateproposed Annual Budget within ten (10) days will result in deemed approval of such Annual Budget. If during any Trigger PeriodKBS Member does not timely respond to the second notice, Borrower has submitted an then the Annual Budget and such shall be deemed approved. Notwithstanding anything to the contrary herein, the estimated Renovation Budget included in the initial Annual Budget attached hereto as Exhibit C-1 has not been approved prior by KBS 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 commencement 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 Renovation Budget is necessary to commence work in order to comply with the terms 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 BudgetMortgage Loan.

Annual Budget. Prior to the date hereof, Borrower has submitted (a) The Manager shall prepare a proposed annual budget and Lender has approved an Annual Budget operating plan for the 2015 calendar year Property and Company Assets for each Fiscal Year (which shall include a budget for costs and expenses related to operation and maintenance of the Property under the Hotel Management Agreement (the “Approved Initial Annual Hotel Operations Budget”) and a budget applicable to other Company costs and expenses (including a contingency line item), the “Annual Company Budget”) within fifteen (15) days after the Hotel Operator delivers to Manager the proposed “Asset Development Plan” for the applicable Fiscal Year, and the Manager shall deliver five (5) year forward projections (collectively with the Annual Hotel Operations Budget and the Annual Company Budget, the “Annual Budget”) of each of the Annual Hotel Operations Budget and the Annual Company Budget within five (5) days after receipt thereof from Hotel Operator (provided if the Manager should fail to timely prepare and submit a proposed form of Annual Budget, Investor shall be authorized to prepare such Annual Budget). Borrower Each Annual Budget must be Approved by all of the Members. All portions of the proposed Annual Budget which are objected to by the Members shall submit be deemed “Rejected Portions.” The Members and the Manager shall work in good faith to Lender agree upon revisions to the Rejected Portions that would result in the proposed Annual Budget being approved by November 1 all of each year the Members. In formulating the comprehensive Annual Budget, to the extent reasonably feasible at the time of preparation thereof, the Manager will develop (for Approval by the Members) proposed strategies regarding (i) plans for renovation, leasing, financing, and rehabilitation of the Property and any other real property and proposed reductions to operating expenses and other Company costs and expenses and increases in Revenues, (ii) preparation and release of all promotional and advertising relating to, and a marketing plan for, the Company Assets or concerning the Company, (iii) terms for any proposed sale or disposition of any Company Asset, or acquisition of additional Company Assets, and (iv) selection of legal counsel, accountants, appraisers and other consultants for the Company to efficiently implement the Annual Budget. The Manager will also consider and make recommendations to the extent it deems the same appropriate regarding the financing, amendment, modification, alteration, change, cancellation, or prepayment of any Financing affecting any Company Assets, and procurement of title insurance and other insurance for the Company, or decrease or vary the insurance carried by or on behalf of the Company and any other matters affecting the Company’s business. The Members and the Manager may from time to time review the Annual Budget relating and make such amendments or modifications thereto as they shall jointly determine to be appropriate or necessary; provided, however, that the Manager, acting alone, may approve changes from time to time to the Properties Annual Hotel Operations Budget that do not, individually or in the aggregate during the applicable Fiscal Year, exceed $10,000 or 10%, whichever is greater, of the aggregate Annual Hotel Operations Budget. In addition, the Manager, acting alone, may apply or re-allocate amounts included in the “contingency” line item of the Annual Company Budget to other line items in the applicable budget for the succeeding such Fiscal Year. During Nothing in this Agreement shall affect the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 (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 Trigger Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior to the commencement budget provisions 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 BudgetHotel Management Agreement.

Annual Budget. Prior to the date hereof, Borrower has submitted and Lender has approved an The initial Annual Budget for fiscal 2005 has been agreed upon by the 2015 calendar year parties before the execution of this Retail Business Management Agreement. Thereafter, annually and at least thirty (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted 30) days prior to the commencement of a Trigger Periodeach fiscal year of the Practice, the Retail Business Manager, in consultation with the Practice, shall each hereinafter prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be referred submitted to as an “Approved Annual Budget”the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of a Transfer of any Property the Approved Annual fiscal year, until an agreement is reached, the Budget shall 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 for the prior written consent of Lender (which consent year 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 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 adopted as the Approved Annual Budget for that calendar the current year, except that the with each line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial BudgetBudget (with the exception of the Management Fee which shall be established pursuant to the terms of this Retail Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. Prior to For the partial year period commencing on the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). each Fiscal Year thereafter, Borrower shall submit to Lender by November 1 of each year the an Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget not later than sixty (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted 60) days prior to the commencement of such period or Fiscal Year, which Annual Budget shall set forth, on a Trigger Periodmonth-by-month basis, in reasonable detail, each line item of Borrower’s good faith estimate of Gross Income from Operations, Operating Expenses and 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 (each hereinafter be referred to as 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 (15) days after receipt thereof (and deliver to Borrower a Transfer reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any Property 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 the same in accordance with the process described in this Section 4.1.6(h) until Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget, the most recent Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be reduced as reasonably determined by Lender in consultation with Borrower in order adjusted to reflect the removal of such Property actual increases in Taxes, Insurance Premiums and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in Other Charges. 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 that Borrower must incur an Annual Budget pursuant to this Section 6.8.3, neither Borrower nor Manager shall change extraordinary operating expense or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (which consent shall capital expense 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 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 Operating Expenses and Capital Expenditures for the Interest Period related to such Monthly Payment Date. If during any 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 BudgetLender’s approval.

Annual Budget. Prior The Parties shall reasonably cooperate to develop the Budget for each calendar year during the Term. To accomplish this: (i) Provider shall 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 dental hygienist to be utilized by Provider to provide Dental Care, and Provider Expenses for that calendar year; and (ii) Service Company, in consultation with Provider, shall exercise commercially reasonable efforts to prepare and deliver to the date hereofPolicy Board, Borrower has submitted and Lender has approved an Annual Budget for the 2015 not less than 30 days prior to each calendar year (assuming Provider has timely provided the “Approved Initial Budget”information as required under the immediately preceding clause). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of , a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 (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 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 proposed Budget for that calendar year, setting forth an estimate of Provider’s revenue and expenses for that year (including without limitation the 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 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 both the Policy Board and Parent for a calendar year, then, until a new Budget has been approved by both the Policy Board and Parent, the Budget in effect for the prior calendar year shall be deemed to be adopted as the Budget for the then-current year except that (i) the line item Budget for Capital Expenditures Clinic Expenses and all related items shall not exceed be adjusted to account for any changes beyond the Capital Expenditures set forth 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 (iii) 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 Approved Initial Budgetthen-applicable Budget (e.g., if the Budget requires a dentist to be paid a base salary, that salary shall be used for purposes of such calculations, and if the Budget requires that a dentist be paid formula-based 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 Provider’s staff of dentists and/or compensation and/or other budgeted Provider Expenses (it being understood that neither Party shall be obligated to agree to Budget adjustments deemed by such Party to be unreasonable under the then-relevant circumstances).

Annual Budget. Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within thirty (30) days after a Cash Management Period and by November 1 30th of each year thereafter during the Annual Budget relating to the Properties Term until such Cash Management Period has ended, for the succeeding Fiscal Year. During the continuance of a Trigger Periodapproval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditionedwithheld or delayed, delayed or withheld so long as no Event of Default is continuing). An 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 6.3.6) by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be is referred to herein as an the “Approved Annual Budget”)), and, promptly after preparation thereof, any revisions to such Annual Budget. In 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 the event Borrower’s anticipated operating income and operating expenses (on 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”), and (ii) a Transfer 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”). Until such time that any Property Annual Budget has been approved (or deemed to have been approved) by Lender, the prior Approved Annual Budget shall be reduced apply for all purposes hereunder (with such adjustments 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(including increases for any non-discretionary expenses). 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 (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 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. Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 2018 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 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 (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 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. Prior to the date hereofClosing Date, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Yearcalendar year. During the continuance of a Trigger PeriodCash Sweep Period and with respect to any portion of the Annual Budget that will extend from and after the Anticipated Repayment Date, Lender shall have the right to approve each Annual Budget or portion thereof, as applicable (which approval shall not be unreasonably conditionedunreasonably, conditioned or delayed or withheld so long as no Event of Default is continuing). An Annual Budget so approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger PeriodCash Sweep Period that commences prior to the Anticipated Repayment Date, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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(a2.4.2(a). If Lender has the right to approve an Annual Budget (or portion thereof) pursuant to this Section 6.8.34.3.2, 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 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, 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 Trigger PeriodCash 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, except that the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budgetyear (or applicable portion thereof).

Annual Budget. Prior The Executive Managing Director (or 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 such other date as may be designated by the General Partner) for approval by the Holdco Executive Committee in consultation with the Holdco Leadership Team prior to submission to the date General Partner in accordance with the terms hereof. The Annual Budget and Business Plan shall be submitted by the Budget Officers to the General Partner both in hard copy and in an electronic format, Borrower has that conforms with the General Partner’s reasonable internal requirements. The Annual Budget shall set forth, in addition to any other information deemed relevant by the General Partner, the projected income, expenses, capital expenditures and financing needs for the Partnership for the next Fiscal Year, together with any other information reasonably requested by the General Partner (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 Super Majority Vote. If the Voting Right Holders fail to approve the Annual Budget and Lender has approved Business Plan, the same will be revised and resubmitted for approval as set forth above; this process will be followed until an Annual Budget for and Business Plan is approved by the 2015 calendar year (the “Approved Initial Budget”)Voting Right Holders as set forth above. Borrower shall submit to Lender by November 1 of each year Upon such approval, the Annual Budget relating and Business Plan will then be submitted as a non-binding recommendation to the Properties for General Partner. The General Partner may revise in any and all respects the succeeding Fiscal Yearprocess by which the Annual Budget and Business Plan is prepared at any time and from time to time in its discretion. During As discussed above, the continuance of a Trigger Period, Lender duly authorized Officers shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event incur expenses and make expenditures in accordance with the terms of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall be reduced as reasonably determined by Lender Budget. As used in consultation with Borrower in order to reflect this Agreement 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 (which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). The term “Monthly Budgeted AmountBusiness Plan” for each Monthly Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses and Capital Expenditures a narrative business/operating plan for the Interest Period related Partnership for the coming Fiscal Year and being in such detail and covering such matters as the General Partner may from time to such Monthly Payment Date. If during any 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 Budgettime request.

Annual Budget. Prior Borrower shall deliver to Lender the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger PeriodLender’s review and approval, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditionedwithheld, delayed or withheld so long as no Event at least sixty (60) days prior the end of Default is continuing)each Fiscal Year, provided that Lender’s approval shall not be required for Capital Expenditure line items in the Annual Budget. An 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 Annual Budget is not approved or deemed approved by Lender during a Trigger Period with respect to any Individual Property on or any Annual Budget submitted prior to the commencement first day of a Trigger PeriodFiscal Year, shall each hereinafter be referred to as an “Approved Annual Budget”. In then the event of a Transfer of any Property the Approved Annual Budget applicable to such Individual Property for the prior Fiscal Year shall be reduced continue as reasonably determined the 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 for such Individual Property; (ii) actual increases in consultation Impositions; and (iii) changes in Capital Expenditure line items with Borrower in order respect to reflect the removal of such Property and the Operating Expenses associated therewith; providedIndividual Property, further, that no such reduction shall be made in the event such Transfer is made in connection with until a substitution under Section 2.4.3(a). If Lender has the right to approve an new Annual Budget pursuant to is approved by Lender for such Individual Property. Except as provided in this Section 6.8.3Section, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by without first providing a copy to 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 Monthly Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses its review and Capital Expenditures for the Interest Period related to such Monthly Payment Date. If during any 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 Budgetapproval.

Annual Budget. Prior Borrower shall deliver to Lender the Annual Budget for Lender’s approval (a) with respect to the date hereofProperty, within five Business Day following receipt of 83 the initial draft of such Annual Budget from Manager, and (b) with respect to Borrower has submitted and Lender has approved an 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 2015 calendar year (the “Approved Initial Budget”). Borrower Property, Lender shall submit be deemed to Lender by November 1 have approved such portions of each year the Annual Budget relating that neither Borrower nor Tenant nor any of their respective Affiliates have any right to approve or disapprove under the Properties for terms of the succeeding Fiscal YearManagement Agreement. During Upon the continuance occurrence and during the continuation of a Trigger PeriodLockbox Event, Lender shall have the right to approve each require (and Borrower shall use commercially reasonable efforts to cause Manager to prepare and provide) quarterly updates to the Annual Budget Budget, which quarterly updates shall (i) with respect to the Property, shall be subject to Lender’s approval (which approval shall not be unreasonably conditioned, delayed in Lender’s sole and absolute discretion) except as to those portions of the update thereto that neither Borrower nor or withheld so long as no Event Tenant nor any of Default is continuing). An Annual Budget approved by Lender during their respective Affiliates have a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 or disapprove under the terms of the Management Agreement and (ii) with respect to this Section 6.8.3, neither the Borrower nor Manager shall change or modify and Tenant (if different than the Annual Budget prepared by Manager), be 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, to the extent permitted or required by the Management Agreement, (A) consent to a change or modification (or fail to object to a change or modification) in the Annual Budget prepared by Manager that has been approved by Lender Lender, or (B) change or modify any Annual Budget otherwise prepared with respect to Borrower or Tenant that has been approved by Lender, in each case, 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 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 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 BudgetLender.

Annual Budget. Prior The executive Directors shall every year by no later than 90 days prior to the date hereofstart of the financial year of the Company, Borrower has submitted and Lender has approved an submit to the Shareholder for approval a proposed Annual Budget for the 2015 calendar year (Company, in the “Approved Initial Budget”)form and level of detail determined by the Board from time to time. Borrower shall submit to Lender by November 1 of each year the The Annual Budget relating to the Properties shall include but not be limited to: a projected income statement, balance sheet and cash flow statement for the succeeding Fiscal Yearensuing financial year; and a capital expenditure programme specifying amounts outstanding on approved capital expenditure brought forward from the prior year as well as proposed future capital expenditure commitments of the Company. During The Board shall evaluate, amend and approve the continuance of a Trigger Period, Lender shall have the right to approve each proposed Annual Budget (which approval shall not be unreasonably conditionedno later than 30 days before the start of the financial year, delayed or withheld so long as no Event taking into account any recommendations and amendments of Default is continuing)the Shareholder. An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved The Annual Budget shall be reduced considerate of the following effectiveness, efficiency and funding factors: the need for isolating and eliminating as reasonably determined by Lender in consultation with Borrower in order far as possible duplications on expenditure items to reflect those of the removal of such Property shareholder; the need to optimise service delivery utilising available resources; and the Operating Expenses associated therewith; provided, further, that no need to generate revenue for the Company and ultimately the Shareholder. Until such reduction shall be made in time as 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 new Annual Budget pursuant to this Section 6.8.3, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved in accordance with this clause 13.1, the previous Annual Budget will be applied by Lender without the prior written consent of Lender (which consent shall not Board and will be unreasonably withheld, conditioned or delayed so long binding on the Parties as no Event of Default is continuing)if it had been approved in accordance with this clause 13. The “Monthly Budgeted Amount” for Board shall no later than 7 (seven) Business Days after the end of each Monthly Payment Date shall mean month submit to the monthly amount set forth in Shareholder a statement on the Approved state of the current Annual Budget reflecting actual earnings and expenditure for Operating Expenses that month and Capital Expenditures for the Interest Period related financial year up to such Monthly Payment Datethe end of that month. If during any Trigger Period, Borrower has submitted an The draft Annual Budget of the Company shall be considered by the Group Technical Budget Forum chaired by the Parent Municipality’s Chief Financial Officer and such Annual Budget has not been approved the Budget, IDP and Performance Steering Committee chaired by the responsible Member of the Mayoral Committee prior to final consideration by the commencement of Board and approval by 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 BudgetShareholder.

Annual Budget. Prior to the date hereof, Borrower has submitted and Lender has approved an The initial Annual Budget for shall be agreed upon by the 2015 calendar year parties before the execution of this Professional Business Management Agreement. Thereafter, annually and at least thirty (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted 30) days prior to the commencement of a Trigger Periodeach fiscal year of the Practice, the Professional Business Manager, in consultation with the Practice, shall each hereinafter prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice's revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be referred submitted to as an “Approved Annual Budget”the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of a Transfer of any Property the Approved Annual fiscal year, until an agreement is reached, the Budget shall 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 for the prior written consent of Lender (which consent year 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 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 adopted as the Approved Annual Budget for that calendar the current year, except that the with each line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial BudgetBudget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index -Health/Medical Services for the relevant region; or (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within thirty (30) days after a Cash Management Period and by November 1 30th of each year thereafter during the Annual Budget relating to the Properties Term until such Cash Management Period has ended, for the succeeding Fiscal Year. During the continuance of a Trigger Periodapproval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditionedwithheld or delayed, delayed or withheld so long as no Event of Default is continuing). An 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 during a Trigger Period 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 submitted prior 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 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 commencement terms of a Trigger Periodthis Section 28(h)) by Lender, such operating expense budget shall each hereinafter be referred to herein as an “Approved 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”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"). In Until such time that any Annual Budget has been approved (or deemed to have been approved pursuant to the event terms of a Transfer of any Property this Section 28(h)) by Lender, the prior Approved Annual Budget shall be reduced apply for all purposes hereunder (with such adjustments 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(including increases for any non-discretionary expenses). 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 (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 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. Prior to For each Fiscal Year during such time as the date hereofPre-Approved Manager Conditions are satisfied, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender (for informational purposes only for so long as no Trigger Period exists) (a) by November 1 December 31st of each year the a preliminary Annual Budget relating to the Properties for the succeeding Fiscal Year and (b) promptly upon such Annual Budget being mutually agreed to by Borrower and Manager, the final Annual Budget for such Fiscal Year. During the continuance of a Trigger PeriodPeriod or 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 have be subject to Lender's review and comment and (iii) Borrower shall not exercise any approval rights relating to the right to approve each 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 conditioneddelayed, delayed withheld or withheld so long conditioned or otherwise exercised in a manner that violates the Management Agreement of Current Manager or a Pre-Approved Manager. Final Annual Budgets (and updates thereof) delivered to Lender (other than during the continuance of a Trigger Period or such time as no Event of Default is continuing). An Annual Budget the Pre-Approved Manager Conditions are not satisfied) or approved by Lender during the continuance of a Trigger Period or any Annual Budget submitted prior to at such time as the commencement of a Trigger Period, Pre-Approved Manager Conditions are not satisfied. shall each hereinafter be referred to as an “Approved Annual Budget”. In During the event continuance of a Transfer Trigger Period or such time as the Pre-Approved Manager Conditions are not satisfied, until such time that any Annual Budget has been approved by Lender (as provided above), the provisions of any Property 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 be reduced apply for all purposes hereunder (with such adjustments as reasonably determined by Lender in consultation with Borrower in order to reflect the removal of such Property actual increases in Taxes, Insurance Premiums 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(autilities expenses). If To the extent Lender has the right to approve approval rights over an Annual Budget pursuant to this Section 6.8.34.9.5, neither Borrower nor Manager shall not consent to any change or modify the modification to an Annual Budget that has been approved by Lender without the prior written consent of Lender (which consent shall Lender, not to be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing)delayed. The “Monthly Budgeted Amount” for each Monthly Payment Date Borrower shall mean the monthly amount set forth promptly advise Lender in the Approved Annual Budget for Operating Expenses and Capital Expenditures for the Interest Period related event that either Manager or Borrower submits a dispute regarding a "Yearly Budget" is submitted to such Monthly Payment Date. If during any Trigger Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior arbitration pursuant to the commencement Section 22.17 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 BudgetManagement Agreement.

Annual Budget. Prior Borrower has previously delivered to Lender the Annual Budget for the Property for the 2005 Fiscal Year. At least 45 days prior to the date hereofcommencement of each subsequent Fiscal Year during the term of the Loan, Borrower has submitted and shall deliver to Lender has approved for informational purposes only an Annual Budget for the 2015 calendar year (Property for the “Approved Initial Budget”). Borrower shall submit ensuing Fiscal Year and, promptly after preparation thereof, any subsequent revisions to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal YearBudget. During the continuance of a Trigger Periodany Cash Trap Period or Event of Default, Lender shall have the right to approve each such Annual Budget (and any such revisions shall be subject to Lender's approval, which approval shall not be unreasonably conditioned, delayed withheld. Lender shall not withhold its consent or withheld so long as no Event of Default is continuing). An 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 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, the Annual Budget (or any subsequent revisions thereto) shall be deemed approved by Lender during a Trigger Period or (the Annual Budget, as so approved, the "Approved Annual Budget"); provided, however, that Borrower shall not amend any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of more than once in any Property the Approved Annual Budget shall 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 (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 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 Budget60-day period.

Annual Budget. (a) Prior to the date hereofClosing Date, Borrower has submitted and Lender has approved provided to Lender, for informational purposes, an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”)2014 Fiscal Year. Provided no Trigger Period has occurred and is continuing, Borrower shall submit provide to Lender by November 1 Lender, for informational purposes, no later than thirty (30) days following the end of each year the prior Fiscal Year (commencing with the Fiscal Year ending December 31, 2014) the Annual Budget relating for the current Fiscal Year; provided, however, that, if any Trigger Period commences, Borrower shall deliver to Lender an Annual Budget for Lender’s review and approval (which approval shall not be unreasonably withheld, conditioned or delayed, subject to the Properties for provisions of Section 4.9.5(b)) within thirty (30) days of the succeeding Fiscal Yearcommencement of such Trigger Period. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget Budget, including extraordinary operating expenses and Capital Expenditures (which approval shall not be unreasonably conditionedwithheld, delayed conditioned or withheld so long as no Event delayed, subject to the provisions of Default is continuingSection 4.9.5(b)). An Annual Budget Budgets delivered to Lender (other than during the continuance of a Trigger Period) or approved by Lender during the continuance of a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”, and any such extraordinary operating expenses approved by Lender during any Trigger Period pursuant to this Section 4.9.5(a) shall hereinafter be referred to as “Approved Extraordinary Expenses”. In During the event continuance of a Transfer of Trigger Period, until such time that any Property Annual Budget has been approved by Lender, the prior Approved Annual Budget shall be reduced apply for all purposes hereunder (with such adjustments as reasonably determined by Lender in consultation with Borrower in order necessary to reflect the removal of such Property actual increases in Taxes, Insurance Premiums, utilities expenses 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(aother non-discretionary items). If Lender has During the right continuance of a Trigger Period, subject to approve an Annual Budget pursuant to this Section 6.8.3the 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 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 Trigger Perioddelayed, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior subject to the commencement provisions 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 BudgetSection 4.9.5(b)).

Annual Budget. Prior to the date hereofClosing Date, Borrower has submitted and Lender has approved an Annual Budget for the 2015 2016 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Yearcalendar year. During the continuance of a Trigger Cash Sweep Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditionedunreasonably, conditioned or delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Cash Sweep Period or any Annual Budget submitted prior to the commencement of a Trigger Cash Sweep Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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(a2.4.2(a). If Lender has the right to approve an Annual Budget pursuant to this Section 6.8.34.3.2, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (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, 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 Trigger 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, except that the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budget.

Annual Budget. Prior Borrower shall (or shall cause Operating Tenant to) prepare and submit (or shall cause Manager to prepare and submit) to Lender by December 1st of each year during the date hereofTerm, Borrower has submitted and Lender has approved an Annual Budget a pro forma budget for the 2015 Property for the succeeding calendar year (the “Approved Initial Annual Budget”), and, promptly after preparation thereof, any revisions to such Annual Budget. Borrower shall submit to Lender by November 1 of each year Upon the Annual Budget relating to the Properties for the succeeding Fiscal Year. During occurrence and during the continuance of a Trigger Cash Trap Period, Lender shall have the right to approve each such Annual Budget (shall be subject to approval by Lender, which approval shall not be unreasonably conditioned, delayed withheld or withheld delayed. Each Annual Budget (and any revisions to such Annual Budget) (i) that is delivered to Lender (for so long as no Event of Default Cash Trap Period is continuing). An Annual Budget ) and (ii) that is approved or deemed approved pursuant to the terms of this Section 6.3.5 by Lender (during a Trigger Period or any Annual Budget submitted prior to the commencement continuance of a Trigger Cash Trap Period), shall each hereinafter be is referred to herein as an the “Approved Annual Budget”. In 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 the event 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 Lender (as applicable), such operating expense budget shall be referred to herein as the “Approved Operating Budget”), and (ii) a Transfer 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 Lender (as applicable), such Capital Expense budget shall be referred to herein as the “Approved Capital Budget”). Until such time that any Property Annual Budget has been delivered to Lender or approved or deemed approved pursuant to the terms of this Section 6.3.5 by Lender (as applicable), the prior Approved Annual Budget shall be reduced apply for all purposes hereunder (with such adjustments as reasonably determined by Lender, if Lender in consultation with Borrower in order approval is required due to reflect the removal continuance 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(aCash Trap Period (including increases for any non-discretionary expenses)). 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 acknowledges that the Annual Budget that for the remainder of 2010 has been approved by delivered to 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 and 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 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 Budget2010.

Annual Budget. Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within thirty (30) days after a Cash Management Period and by November 1 30"' of each year thereafter during the Annual Budget relating to the Properties Term until such Cash Management Period has ended, for the succeeding Fiscal Year. During the continuance of a Trigger Periodapproval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditionedwithheld or delayed, delayed or withheld so long as no Event of Default is continuing). An 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 during a Trigger Period 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 submitted prior 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-bymonth basis, in reasonable detail, each line item of 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 commencement terms of a Trigger Periodthis Section 28(h)) by Lender, such operating expense budget shall each hereinafter be referred to herein as an “Approved 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”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"). In UNTIL such time that any Annual Budget has been approved (or deemed to have been approved pursuant to the event terms of a Transfer of any Property this Section 28(h)) by Lender, the prior Approved Annual Budget shall be reduced apply for all purposes hereunder (with such adjustments 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(including increases for any non-discretionary expenses). 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 (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 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. Prior to The Company’s anticipated budget for Fiscal Year 2022 shall be based on the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year budget set forth on Exhibit B attached hereto (the “Approved Anticipated Initial Annual Budget”). Borrower The Manager shall submit to Lender by November 1 of each year set the Annual Budget relating to the Properties annual budgets for the succeeding Fiscal Year. During the continuance of a Trigger PeriodYears beginning after December 31, Lender shall have the right to approve each Annual Budget 2022 at least sixty (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted 60) days prior to the commencement end of a Trigger Periodthe Fiscal Year preceding the Fiscal Year to which the annual budget relates. Notwithstanding the foregoing, and for the avoidance of doubt, the Manager shall each hereinafter have absolute and sole discretion to determine any and all deviations by the Company from the Anticipated Initial Annual Budget during Fiscal Year 2022, and to determinate all budgets of the Company and all deviations by the Company therefrom for all periods thereafter; provided, however, that, (a) in setting any annual budget or approving any deviations therefrom, the Manager shall act in good faith and without the actual intention to cause the Adjustment Amount to be referred payable by the Xcel Member or to as an “Approved cause the Earn-Out Event not to occur, and (b) the event the Manager determines that, (i) during Fiscal Year 2022, the Company will materially deviate from the Anticipated Initial Annual Budget”. In , the event of a Transfer of Manager shall afford the Xcel Member the opportunity to consult with the Manger and provide the Manager with input into the decision making process relating to such material budget deviations for Fiscal Year 2022, and (ii) in setting any Property the Approved Annual Budget annual budget for any subsequent Fiscal Year, that overall annual budget will materially deviate from the annual budget from the prior Fiscal Year, or after setting the annual budget for any subsequent Fiscal Year the Company will materially deviate from that annual budget, the Manager shall be reduced as reasonably determined by Lender in consultation afford the Xcel Member the opportunity to consult with Borrower in order the Manager and provide the Manager with input into the decision making process relating to reflect the removal of setting such Property and the Operating Expenses associated therewithannual budget or such material budget deviations during such Fiscal Year; provided, further, however, 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 Xcel Member’s right to approve an Annual Budget pursuant provide such input shall in no way limit the Manager’s absolute and sole discretion to this Section 6.8.3, neither Borrower nor Manager shall change or modify set all annual budgets and to determine any and all deviations by 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 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 Company from any such Monthly Payment Date. If during any 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 Budgetbudgets.

Annual Budget. Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender 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 November December 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default then exists), further provided that (i) tenant improvement costs, landlord work costs and leasing commissions that Borrower is continuing). An Annual Budget approved by Lender during obligated to pay for or perform pursuant to a Lease, (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 each case under clauses (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 Trigger Period or and (iii) Permitted Leasing Expenses (the items in clauses (i), (ii) and (iii) are, collectively, “Pre-approved Budget Items”), are deemed to be approved in any Annual Budget submitted prior for Lender’s approval as required in this subsection). Annual Budgets delivered to Lender (other than during the commencement continuance of a Trigger Period, ) or approved by Lender (during the continuance of a Trigger Period) shall each hereinafter be referred to as an “Approved Annual Budget”. In During the event continuance of a Transfer of Trigger Period, until such time that any Property Annual Budget has been approved by Lender, the then-current Approved Annual Budget with the Permitted Budget Variances therefrom shall be reduced as reasonably determined by Lender in consultation with Borrower in order to reflect apply for all purposes hereunder. During the removal continuance 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 6.8.3Trigger 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 (which consent approval 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 then exists) an updated Annual Budget for Operating Expenses and Capital Expenditures for the Interest Period related to such Monthly Payment Date. If during any 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. Prior to the date hereof, Borrower Xxxxxxxx has submitted and Lender has approved an Annual Budget for the 2015 remainder of the 2024 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender Year and Xxxxxx shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default has occurred and is continuing). During the continuance of a Trigger Period, 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 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 any reason so long as no Event of Default has occurred and is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 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 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 so long as no Event of Default has occurred and is continuing). The “Monthly Budgeted Amount” for each Monthly Payment Date shall mean means 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 Trigger PeriodUntil such time that Lender approves a proposed Annual Budget, Borrower has submitted an the Approved Annual Budget and such Annual Budget has not been approved from the prior approval period shall apply to the commencement of the calendar year to which then current approval period; provided, that such budget relates then the previous Approved Annual Budget shall continue be adjusted to be deemed to be the Approved Annual Budget for that calendar yearreflect actual increases in Taxes, except that the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budget.Insurance Premiums, utilities and other non-discretionary expenses. 6.8.4

Annual Budget. Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within thirty (30) days after a Cash Management Period and by November 1 30th of each year thereafter during the Annual Budget relating to the Properties Term until such Cash Management Period has ended, for the succeeding Fiscal Year. During the continuance of a Trigger Periodapproval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditionedwithheld or delayed, delayed or withheld so long as no Event of Default is continuing). An 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 during a Trigger Period 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 submitted prior 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 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 commencement terms of a Trigger Periodthis Section 28(h)) by Lender, such operating expense budget shall each hereinafter be referred to herein as an “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”"). In Until such time that any Annual Budget has been approved (or deemed to have been approved pursuant to the event terms of a Transfer of any Property this Section 28(h)) by Lender, the prior Approved Annual Budget shall be reduced apply for all purposes hereunder (with such adjustments 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(including increases for any non-discretionary expenses). 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 (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 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. Prior to For the partial year period commencing on the date hereof, and for each Fiscal Year thereafter, Borrower has submitted and shall submit, or cause to be submitted, to Lender has approved an Annual Budget for the 2015 calendar year not later than thirty (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted 30) days prior to the commencement of such period or Fiscal Year, which Annual Budget shall set forth, on a Trigger Periodmonth-by-month basis, in reasonable detail, each line item of Borrower's good faith estimate of Gross Income from Operations, Operating Expenses and 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 (each hereinafter be referred to as 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 proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within ten (10) Business Days after receipt thereof (and deliver to Borrower a Transfer reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any Property 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, 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 deemed to have approved such proposed Annual Budget or revised Annual Budget. Until such time that Lender approves a proposed Annual Budget or a proposed Annual Budget is deemed approved, the most recent Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be reduced as reasonably determined by Lender in consultation with Borrower in order adjusted to reflect actual increases in Taxes, Insurance Premiums and Other Charges. In the removal 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 Property and expense exceeds the Operating Expenses associated therewith; providedbudgeted amount as set forth in such Approved Annual Budget) (each, furtheran "Extraordinary Expense"), that no then Borrower shall promptly deliver to Lender a reasonably detailed explanation of 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 6.8.3proposed Extraordinary Expense for Lender's approval, 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 approval shall not be unreasonably withheld, conditioned or delayed so long as no Event 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 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 any such Monthly Payment Date. If during any Trigger Periodemergency expense, 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 deliver, or cause to be deemed delivered, to be Lender a reasonably detailed explanation of such expense promptly after incurring 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 Budgetsame.

Annual Budget. Prior to the date hereofClosing Date, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Yearcalendar year. During the continuance of a Trigger Cash Sweep Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditionedunreasonably, conditioned or delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Cash Sweep Period or any Annual Budget submitted prior to the commencement of a Trigger Cash Sweep Period, shall each hereinafter be referred to as an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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(a2.4.2(a). If Lender has the right to approve an Annual Budget pursuant to this Section 6.8.34.3.2, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (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, 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 Trigger 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, except that the line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the Approved Initial Budget.

Annual Budget. Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget not later than thirty (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted 30) days prior to the commencement of a Trigger Periodeach Fiscal Year, an Annual Budget for such Fiscal Year with respect to each Property. The Annual Budget shall be subject to Lender’s reasonable approval (each hereinafter be referred to as 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 (15) Business Days after receipt thereof (and deliver to Borrower a Transfer reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any Property 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. Until such time that Lender approves a proposed Annual Budget, the most recent Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be reduced as reasonably determined by Lender in consultation with Borrower in order adjusted to reflect the removal of such actual increases in Property Taxes, Insurance Premiums and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in Other Charges. 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 that Borrower must incur an Annual Budget pursuant to this Section 6.8.3, neither Borrower nor Manager shall change extraordinary operating expense or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (which consent shall capital expense 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 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 Operating Expenses and Capital Expenditures for the Interest Period related to such Monthly Payment Date. If during any 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 BudgetLender’s approval.

Annual Budget. Prior to For the partial year period commencing on the date hereof, and for each Fiscal Year thereafter, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower or Operating Lessee shall submit to Lender by November 1 of each year the an Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget not later than thirty (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted 30) days prior to the commencement of such period or Fiscal Year, which Annual Budget shall set forth, on a Trigger Periodmonth-by-month basis, in reasonable detail, each line item of Borrower’s good faith estimate of Gross Income from Operations, Operating Expenses and Capital Expenditures (in each case on an Individual Property-by-Individual Property basis) for such period or Fiscal Year and shall otherwise be in form reasonably satisfactory to Lender. The Annual Budget and any revisions thereto shall be subject to Lender’s written approval (each hereinafter be referred to as such Annual Budget, an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed so long as no Event delayed. In the event that Lender objects to a proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of Default such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such reasonable objections) and Borrower shall promptly revise such Annual Budget 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 the same in accordance with the process described in this Section 4.1.6(h) until Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall 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 continuing)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. The “Monthly Budgeted Amount” for each Monthly Payment Date shall mean In the monthly amount event that Borrower must incur an extraordinary operating expense or capital expense not set forth in the applicable Approved Annual Budget for Operating Expenses and Capital Expenditures for the Interest Period related to such Monthly Payment Date. If during or which results in an increase of more than ten percent (10%) of any 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 individual line item for Capital Expenditures any Individual 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 exceed the Capital Expenditures set forth in the Approved Initial Budgetbe unreasonably withheld, conditioned, or delayed.

Annual Budget. Prior Within 30 days following the commencement of each Fiscal Year during the term of the Loan, Borrower shall deliver to Lender, for informational purposes only, an Annual Budget for such Fiscal Year and, promptly after preparation thereof, any subsequent revisions to the date hereofAnnual Budget. In addition, Borrower has submitted and shall deliver to Lender has approved an Annual Budget for the 2015 calendar year then-current Fiscal Year within 30 days after 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 any revisions thereto shall be subject to Lender’s approval, which shall not be unreasonably withheld (the Annual Budget, as so approved, the “Approved Initial Annual Budget”). ; provided, however, that Borrower shall submit not amend any Approved Annual Budget more than once in any 60-day period. For so long as Lender shall withhold its consent to Lender by November 1 of each year any Annual Budget or any revisions thereto, the Annual Budget relating in effect prior to any such request for approval shall remain in effect. Without the Properties for the succeeding Fiscal Year. During prior written consent of Lender, which consent shall not be unreasonably withheld or delayed, during the continuance of a Trigger Period, Borrower shall not make any expenditures that are not Budgeted Operating Expenses. If Lender shall have the right fail to respond to Borrower’s request to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or disapprove any Annual Budget submitted prior or expenditure that is not a Budgeted Operating Expenses within five Business Days of Lender’s receipt thereof, Borrower may deliver to the commencement of Lender a Trigger Period, shall each hereinafter be referred to as an second request for consent stating in bold and capitalized that “Approved Annual Budget”. LENDER’S FAILURE TO RESPOND TO THE ENCLOSED REQUEST WITHIN TEN BUSINESS DAYS SHALL BE DEEMED LENDER’S APPROVAL.” In the event Lender fails to approve or disapprove such request within ten Business Days of a Transfer Lender’s receipt of any Property the Approved Annual Budget such second request, such request shall 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 (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 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 Budgetapproved.

Annual Budget. Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (the “Approved Initial Budget”). Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within thirty (30) days after a Cash Management Period and by November 1 30th of each year thereafter during the Annual Budget relating to the Properties Term until such Cash Management Period has ended, for the succeeding Fiscal Year. During the continuance of a Trigger Periodapproval by Lender, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditionedwithheld or delayed, delayed or withheld so long as no Event of Default is continuing). An 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 during a Trigger Period 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 submitted prior 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-bymonth basis, in reasonable detail, each line item of 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 commencement terms of a Trigger Periodthis Section 28(h)) by Lender, such operating expense budget shall each hereinafter be referred to herein as an “Approved 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”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"). In Until such time that any Annual Budget has been approved (or deemed to have been approved pursuant to the event terms of a Transfer of any Property this Section 28(h)) by Lender, the prior Approved Annual Budget shall be reduced apply for all purposes hereunder (with such adjustments 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(including increases for any non-discretionary expenses). 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 (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 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. Prior to For the partial year period commencing on the date hereof, and for each Fiscal Year thereafter, Borrower has submitted and or Op Co Pledgor shall submit (or cause Mortgage Borrower or Operating Lessee to submit) to Lender has approved an Annual Budget for the 2015 calendar year not later than thirty (the “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted 30) days prior to the commencement of such period or Fiscal Year, which Annual Budget shall set forth, on a Trigger Periodmonth-by-month basis, in reasonable detail, each line item of Borrower’s (or Mortgage Borrower’s) good faith estimate of Gross Income from Operations, Operating Expenses and Capital Expenditures (in each case on an Individual Property-by-Individual Property basis) for such period or Fiscal Year and shall otherwise be in form reasonably satisfactory to Lender. The Annual Budget and any revisions thereto shall be subject to Lender’s written approval (each hereinafter be referred to as such Annual Budget, an “Approved Annual Budget”. In the event of a Transfer of any Property the Approved Annual Budget shall 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 (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed so long as no Event delayed. In the event that Lender objects to a proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of Default such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such reasonable objections) and Borrower shall promptly revise such Annual Budget 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 the same in accordance with the process described in this Section 4.1.6(h) until Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall 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 continuing)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. The “Monthly Budgeted Amount” for each Monthly Payment Date shall mean In the monthly amount event that Borrower must incur an extraordinary operating expense or capital expense not set forth in the applicable Approved Annual Budget for Operating Expenses and Capital Expenditures for the Interest Period related to such Monthly Payment Date. If during or which results in an increase of more than ten percent (10%) of any 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 individual line item for Capital Expenditures any Individual 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 exceed the Capital Expenditures set forth in the Approved Initial Budgetbe unreasonably withheld, conditioned, or delayed.