Common use of Approved Budget Clause in Contracts

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

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

Approved Budget. (a) Subject to subsection Section 6.7 hereof, the Chief Executive Officer of the Company shall be responsible for the preparation of a budget and business plan for each Fiscal Year, and shall, by the date designated by the Chief Financial Officer of OM(US)H (busually on or about September 15 and in any event no later than September 15 of the year immediately preceding such Fiscal Year) and subsection (c) belowunless otherwise extended by the Chief Financial Officer of OM(US)H, none submit such proposed budget and business plan to the Board of Managers for preliminary approval. If approved by the Board of Managers, such proposed budget and business plan shall be submitted by the Chief Executive Officer of the Credit Parties Company or his designee to OM(US)H for final approval. Such proposed budget and business plan shall pay become final and binding upon approval of such proposed budget and business plan by Old Mutual unless OM(US)H objects within 90 days of receipt of such proposed budget and plan, provided that such budget and business plan shall become final and binding prior to the end of such 90 day period if OM(US)H expressly consents prior to the end of such 90 day period. If OM(US)H notifies the Chief Executive Officer of the Company of any obligations objection(s) to the proposed budget and business plan within such period, the Chief Executive Officer of the Company shall revise and resubmit such proposed budget and business plan to the Board of Managers, and, if then approved by the Board of Managers, such proposed budget and business plan shall be resubmitted by the Chief Executive Officer of the Company to OM(US)H. The same procedures for approval, objection, revision and resubmission shall be applicable until final approval of a proposed budget and business plan by OM(US)H, provided that if such final approval is not obtained, the budget and business plan then in effect will continue. Upon such final approval or expenses (includingexpiry of the review period set forth in this Section, without limitationsuch budget and business plan shall be the “Approved Budget” for the relevant period. Subject to Section 6.7 hereof, bonus payments not later than 30 days prior to any fiscal quarter, the Chief Executive Officer of the Company may submit proposed changes to the then Approved Budget for such subsequent fiscal quarter as he or other compensation she shall deem necessary. Such changes shall be subject to senior management personnel, but excluding legal fees the same approval process as the initially proposed budget and expenses) except to the extent expressly contemplated and permitted in finally approved by OM(US)H shall modify the Current Period of the Approved Budget applicable at the time of such payment. On or before the Wednesday prior to the first Monday of each Fiscal Month of the Borrower, commencing with the Wednesday prior to the first Monday of October 2010, the Borrower shall deliver an updated budget (for the period of 13 weeks commencing with the first day of such Fiscal Month) (each, a “Proposed Budget”) to Agent. Each such Proposed Budget shall be accompanied by a variance report setting forth actual cash receipts and disbursements from the Petition Date through the last day of the preceding month and all variances, on an aggregate basis and, with respect to Specified Budget Line Items, on a line-item basis, for such period from the amounts set forth for the corresponding period in the preceding Approved Budgets (including explanations for each such material variance), certified by the Chief Restructuring Officer as being prepared in good faith and fairly presenting in all material respects the information set forth therein. Each Proposed Budget provided to Agent shall be of no force and effect unless and until it is approved in writing by the Requisite Lenders, and until such approval is given the prior Approved Budget shall remain in effect and no Credit Party may pay any obligations or expenses (excluding legal fees and expenses) other than as permitted (subject to subsection (b) below) in the Current Period of such prior Approved Budget. The Requisite Lenders shall approve or reject each Proposed Budget within four Business Days after delivery by the Borrower to Agent as set forth above, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budget. Any such Proposed Budget, upon the written approval of the Requisite Lenders shall become, as of the date of such approval and for the period of time covered thereby, the previously Approved Budget, and the modified budget and business plan shall prospectively replace any prior thereupon be the Approved BudgetBudget for the relevant period.

Approved Budget. (a) Subject to subsection (b) The use of Loans and subsection (c) below, none other extensions of credit by the Credit Loan Parties under this Agreement and the other Loan Documents shall pay any obligations or expenses (including, without limitation, bonus payments or other compensation to senior management personnel, but excluding legal fees and expenses) except to the extent expressly contemplated and permitted be limited in the Current Period of accordance with the Approved Budget applicable (subject to variances permitted under this Section 5.14) and the terms hereof. The initial Approved Budget shall depict, on a weekly basis, cash receipts, expenses, and disbursements, net cash flows, inventory receipts, sales and costs of sales at stores being closed and proposed to be closed, Total Cash Receipts, Total Operating Disbursements, Total Non-Operating Disbursements, Professional Fees, the time of projected Borrowing Base, Availability and the other items set forth therein, for the first thirteen (13) week period from the Closing Date and such payment. On or before initial Approved Budget shall be approved by, and in form and substance satisfactory to, the Wednesday prior Administrative Agent in its Permitted Discretion (it being acknowledged and agreed that the initial Approved Budget attached hereto as Annex A is approved by and satisfactory to the first Monday Administrative Agent). The Approved Budget shall be updated, modified or supplemented by the Borrower with the written consent of the Administrative Agent, and upon the request of the Administrative Agent from time to time, but in any event the Approved Budget shall be updated by the Borrower not less than one time in each Fiscal Month of three (3) consecutive week period, and each such updated, modified or supplemented budget shall be approved in writing (including by email) by, and shall be in form and substance satisfactory to, the Administrative Agent in its sole discretion and no such updated, modified or supplemented budget shall be effective until so approved and once so approved shall be deemed an Approved Budget; provided, however, that in the event the Administrative Agent, on the one hand, and the Borrower, commencing with on the Wednesday other hand, cannot agree as to an updated, modified or supplemented budget, such disagreement shall give rise to an Event of Default once the period covered by the prior Approved Budget has terminated. Each Approved Budget delivered to the first Monday of October 2010, the Borrower shall deliver an updated budget (for the period of 13 weeks commencing with the first day of such Fiscal Month) (each, a “Proposed Budget”) to Agent. Each such Proposed Budget Administrative Agent shall be accompanied by a variance report setting forth actual cash receipts and disbursements from the Petition Date through the last day of the preceding month and all variances, on an aggregate basis and, with respect to Specified Budget Line Items, on a line-item basis, for such period from the amounts set forth for the corresponding period in the preceding Approved Budgets (including explanations for each such material variance), certified supporting documentation as reasonably requested by the Chief Restructuring Officer as being Administrative Agent. Each Approved Budget shall be prepared in good faith and fairly presenting in all material respects the information set forth therein. Each Proposed Budget provided to Agent shall be of no force and effect unless and until it is approved in writing by the Requisite Lenders, and until such approval is given the prior Approved Budget shall remain in effect and no Credit Party may pay any obligations or expenses (excluding legal fees and expenses) other than as permitted (subject to subsection (b) below) in the Current Period of such prior Approved Budget. The Requisite Lenders shall approve or reject each Proposed Budget within four Business Days after delivery by based upon assumptions which the Borrower believe to Agent as set forth above, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budgetbe reasonable. Any such Proposed Budget, upon the written approval of the Requisite Lenders shall become, as of the date of such approval and for the period of time covered thereby, the Approved Budget, and shall prospectively replace any prior Approved Budget.91

Approved Budget. (a) Subject to subsection (b) The use of Loans by the Loan Parties under this Agreement and subsection (c) below, none of the Credit Parties other Loan Documents shall pay any obligations or expenses (including, without limitation, bonus payments or other compensation to senior management personnel, but excluding legal fees and expenses) except to the extent expressly contemplated and permitted be limited in the Current Period of accordance with the Approved Budget applicable at (subject to Permitted Variances). The Approved Budget shall set forth, on a weekly basis, for the time of such payment. On or before 13-week period covered thereby, the Wednesday prior to Budgeted Cash Receipts, Budgeted Disbursement Amounts, Budgeted Liquidity and Budgeted Borrower Professional Fees for the first Monday of each Fiscal Month of the Borrower, 13-week period commencing with the Wednesday prior week that includes the Effective Date and shall be approved by, and be in form and substance reasonably satisfactory to, the Lenders party hereto (it being acknowledged and agreed that the form of Approved Budget set forth as Exhibit S hereto is approved by and reasonably satisfactory to such Lenders and is and shall be the first Monday Approved Budget unless and until replaced in accordance with terms of October 2010this Section 5.21; provided, that the Borrower shall deliver provide an updated budget (for in form and substance acceptable to the period of 13 weeks commencing Required Lenders two Business Days prior to any Withdrawal from the Loan Proceeds Account, and such updated budget shall be the Approved Budget unless and until replaced in accordance with the first day terms of such Fiscal Month) (each, a “Proposed Budget”) to Agentthis Section 5.21. Each such Proposed The Approved Budget shall include a 13-week cash flow forecast, which shall (i) include line-item reporting, the nature and scope of which shall be accompanied by a variance report setting forth actual cash receipts satisfactory to the Required Lenders, (ii) otherwise be in form and disbursements from substance satisfactory to, and subject to the Petition Date through approval of, the last day of the preceding month and all variances, on an aggregate basis andRequired Lenders (or, with respect to Specified Budget Line Itemsthe initial Approved Budget, on a lineall Lenders as of the Effective Date) (it being acknowledged and agreed that the form of the 13-item basis, for such period from week cash flow forecast provided by the amounts set forth for Borrower to the corresponding period in Lenders prior to the preceding Approved Budgets (including explanations for each such material varianceEffective Date shall be deemed satisfactory), certified by and (iii) update the Chief Restructuring Officer as being prepared in good faith and fairly presenting in all material respects the information set forth therein. Each Proposed Budget provided to Agent shall be of no force and effect unless and until it is approved in writing by the Requisite Lenders, and until such approval is given 13-week cash flow forecast from the prior Approved Budget shall remain to add additional weeks to the forecast in effect and no Credit Party may pay any obligations or expenses (excluding legal fees and expenses) other than as permitted (subject order to subsection (b) below) in the Current Period of such prior Approved Budget. The Requisite Lenders shall approve or reject each Proposed Budget within four Business Days after delivery by the Borrower to Agent as set forth above, provided that any failure to approve present a Proposed Budget shall constitute a rejection of such Proposed Budget. Any such Proposed Budget, upon the written approval of the Requisite Lenders shall become, as of the date of such approval and for the period of time covered thereby, the Approved Budget, and shall prospectively replace any prior Approved Budget13-week forecast period.

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

Approved Budget. (a) Subject to subsection Section 6.7 hereof, the Chief Executive Officer of the Company shall be responsible for the preparation of a budget and business plan for each Fiscal Year, and shall, by the date designated by the Chief Financial Officer of OM(US)H (busually on or about September 15 and in any event no later than September 15 of the year immediately preceding such Fiscal Year) and subsection (c) belowunless otherwise extended by the Chief Financial Officer of OM(US)H, none submit such proposed budget and business plan to the Board of Managers for preliminary approval. If approved by the Board of Managers, such proposed budget and business plan shall be submitted by the Chief Executive Officer of the Credit Parties Company or his designee to OM(US)H for final approval. Such proposed budget and business plan shall pay become final and binding upon approval of such proposed budget and business plan by OMAM unless OM(US)H objects within 90 days of receipt of such proposed budget and plan, provided that such budget and business plan shall become final and binding prior to the end of such 90 day period if OM(US)H expressly consents prior to the end of such 90 day period. If OM(US)H notifies the Chief Executive Officer of the Company of any obligations objection(s) to the proposed budget and business plan within such period, the Chief Executive Officer of the Company shall revise and resubmit such proposed budget and business plan to the Board of Managers, and, if then approved by the Board of Managers, such proposed budget and business plan shall be resubmitted by the Chief Executive Officer of the Company to OM(US)H. The same procedures for approval, objection, revision and resubmission shall be applicable until final approval of a proposed budget and business plan by OM(US)H, provided that if such final approval is not obtained, the budget and business plan then in effect will continue. Upon such final approval or expenses (includingexpiry of the review period set forth in this Section, without limitationsuch budget and business plan shall be the “Approved Budget” for the relevant period. Subject to Section 6.7 hereof, bonus payments not later than 30 days prior to any fiscal quarter, the Chief Executive Officer of the Company may submit proposed changes to the then Approved Budget for such subsequent fiscal quarter as he or other compensation she shall deem necessary. Such changes shall be subject to senior management personnel, but excluding legal fees the same approval process as the initially proposed budget and expenses) except to the extent expressly contemplated and permitted in finally approved by OM(US)H shall modify the Current Period of the Approved Budget applicable at the time of such payment. On or before the Wednesday prior to the first Monday of each Fiscal Month of the Borrower, commencing with the Wednesday prior to the first Monday of October 2010, the Borrower shall deliver an updated budget (for the period of 13 weeks commencing with the first day of such Fiscal Month) (each, a “Proposed Budget”) to Agent. Each such Proposed Budget shall be accompanied by a variance report setting forth actual cash receipts and disbursements from the Petition Date through the last day of the preceding month and all variances, on an aggregate basis and, with respect to Specified Budget Line Items, on a line-item basis, for such period from the amounts set forth for the corresponding period in the preceding Approved Budgets (including explanations for each such material variance), certified by the Chief Restructuring Officer as being prepared in good faith and fairly presenting in all material respects the information set forth therein. Each Proposed Budget provided to Agent shall be of no force and effect unless and until it is approved in writing by the Requisite Lenders, and until such approval is given the prior Approved Budget shall remain in effect and no Credit Party may pay any obligations or expenses (excluding legal fees and expenses) other than as permitted (subject to subsection (b) below) in the Current Period of such prior Approved Budget. The Requisite Lenders shall approve or reject each Proposed Budget within four Business Days after delivery by the Borrower to Agent as set forth above, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budget. Any such Proposed Budget, upon the written approval of the Requisite Lenders shall become, as of the date of such approval and for the period of time covered thereby, the previously Approved Budget, and the modified budget and business plan shall prospectively replace any prior thereupon be the Approved BudgetBudget for the relevant period.

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

Approved Budget. The use of proceeds of Loans by the Loan Parties under this Agreement and the other Loan Documents shall be limited solely in accordance with the Approved Budget which shall be in form and substance satisfactory to the Required Lenders (a) Subject subject to subsection (b) and subsection (c) belowthe variances set forth in Section 5.13(a)(i)); provided that, none no proceeds of the Credit Parties shall pay any obligations or expenses Loans will be used in connection with (including, including without limitation, bonus payments to fund or prefund) any executive retention plan without the express written consent of the Required Lenders; provided further that, for the avoidance of doubt, the initial Approved Budget does not contemplate or include the funding or prefunding of any executive retention plan. The Approved Budget shall set forth, on a weekly basis, among other compensation things, Budgeted Cash Receipts, Budgeted Operating Disbursement Amounts, and Budgeted Restructuring Related Amounts for the 13-week period commencing with the week that includes the New Incremental Loan Closing Date (as defined in the Pre-Petition Credit Agreement) and such Approved Budget shall be approved in writing by, and be in form and substance reasonably satisfactory to, the Required Lenders (it being acknowledged and agreed that the initial Approved Budget attached to senior management personnel, but excluding legal fees this Agreement is approved by and expenses) except satisfactory to the extent expressly contemplated Required Lenders and permitted in the Current Period of is and shall be the Approved Budget applicable unless and until replaced in accordance with terms of this Section) and disclosed in writing to the Administrative Agent. The Approved Budget shall be updated, modified or supplemented by the Borrower from time to time in writing transmitted to the Administrative Agent and the Lenders with the written consent of and/or at the time request of the Required Lenders (with a copy of such payment. On written consent or before the Wednesday prior request concurrently delivered to the first Monday of Administrative Agent), but in any event not less than one time in each Fiscal Month of the Borrowerfour (4) consecutive week period, commencing with the Wednesday prior first full week after the New Incremental Loan Closing Date (as defined in the Pre-Petition Credit Agreement), and each such updated, modified or supplemented budget shall be in form and substance satisfactory to, the Required Lenders in their reasonable discretion, and no such updated, modified or supplemented budget shall be effective if Required Lenders (or the Specified Lender Advisors at the direction of the Required Lenders) object in writing within three days of receipt (with a copy of such objection concurrently delivered to the first Monday Administrative Agent) and if no written objection is received within three days of October 2010receipt, the Borrower updated, modified or supplemented budget shall deliver be deemed the newly approved Approved Budget; provided, however, that in the event the Required Lenders, on the one hand, and the Borrower, on the other hand, cannot agree as to an updated budget (for updated, modified or supplemented budget, such disagreement shall constitute an immediate Event of Default once the period of 13 weeks commencing with the first day of such Fiscal Month) (each, a “Proposed Budget”) to Agent. Each such Proposed Budget shall be accompanied by a variance report setting forth actual cash receipts and disbursements from the Petition Date through the last day of the preceding month and all variances, on an aggregate basis and, with respect to Specified Budget Line Items, on a line-item basis, for such period from the amounts set forth for the corresponding period in the preceding Approved Budgets (including explanations for each such material variance), certified covered by the Chief Restructuring Officer as being prepared in good faith prior approved Approved Budget has terminated (and fairly presenting in at all material respects the information set forth therein. Each Proposed Budget provided to Agent shall be of no force and effect unless and until it is times thereafter such then current approved in writing by the Requisite Lenders, and until such approval is given the prior Approved Budget shall remain in effect unless and no Credit Party may pay any obligations until a new New Incremental Loan Budget is not objected to by the Required Lenders (or expenses (excluding legal fees the Specified Lender Advisors on behalf of the Required Lenders)). Each Approved Budget delivered to the Lenders and expenses) other than the Administrative Agent shall be accompanied by such supporting documentation as permitted (subject to subsection (b) below) reasonably requested by the Required Lenders. Each Approved Budget shall be prepared in the Current Period of such prior Approved Budget. The Requisite Lenders shall approve or reject each Proposed Budget within four Business Days after delivery good faith based upon assumptions believed by the Borrower to Agent as set forth above, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budget. Any such Proposed Budget, upon the written approval of the Requisite Lenders shall become, as of the date of such approval and for the period of time covered thereby, the Approved Budget, and shall prospectively replace any prior Approved Budgetbe reasonable.

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

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

Approved Budget. The Loan Parties shall continue to prepare and deliver to the Administrative Agent no later than 4:00 pm Central Time on each Friday every two weeks (awith the next such delivery to be on May 10, 2019, no later than 4:00 pm Central Time (or such later date as the Administrative Agent may agree in writing in its sole discretion): (i) Subject an updated rolling cash flow forecast for the succeeding 13 weeks, in each case, for Holdings, Parent, Borrower, its Subsidiaries, and other parties whose cash flows contribute to subsection the Borrower’s revenues (bthe “Contributing Loan Parties”) in each case showing projected daily cash receipts, cash disbursements to fund costs and expenses that are critical to (x) operate and maintain the overall operational value of the Loan Parties' Assets (as defined below) and subsection (cy) belowfund the critical expenses to maintain the core assets identified on Schedule 1 hereto, none of which Schedule may be amended in writing from time to time by the Credit Loan Parties shall pay any obligations or expenses following notice to and written approval by the Administrative Agent (the “Core Assets”), and other financial information required by the Administrative Agent including, without limitationlimitation (A) payables by facility and/or subsidiary, bonus payments or other compensation to senior management personnel(B) receivables by facility and/or subsidiary, but excluding legal fees (C) cash at each subsidiary and expenses(D) except to the extent major vendors by facility and/or subsidiary (as expressly contemplated and permitted in the Current Period of the Approved Budget applicable at the time of such payment. On or before the Wednesday prior to the first Monday of each Fiscal Month of the Borrower, commencing with the Wednesday prior to the first Monday of October 2010, the Borrower shall deliver an updated budget (for the period of 13 weeks commencing with the first day of such Fiscal Month) (each, a “Proposed Budget”) to Agent. Each such Proposed Budget shall be accompanied by a variance report setting forth actual cash receipts and disbursements from the Petition Date through the last day of the preceding month and all variances, on an aggregate basis and, with respect to Specified Budget Line Items, on a line-item basis, for such period from the amounts set forth for the corresponding period in the preceding Approved Budgets (including explanations for each such material variance), certified by the Chief Restructuring Officer as being prepared in good faith and fairly presenting in all material respects the information set forth therein. Each Proposed Budget provided to Agent shall be of no force and effect unless and until it is approved in writing by the Requisite LendersAdministrative Agent from time to time, the “Approved Budget”) and until (ii) a certificate of the chief financial officer and the Chief Restructuring Officer of the Borrower to the effect that such approval is given Cash Flow Forecast reflects the prior Borrower’s good faith projection of such weekly cash receipts and disbursements and ending balance of available cash (as of the last Business Day of each week) for the Borrower, its Subsidiaries and the Contributing Loan Parties on a consolidated basis. Such Approved Budget shall remain in effect separate the costs and no Credit Party may pay any obligations or expenses (excluding legal fees critical to maintain the Core Assets from the costs and expenses) other than as permitted (subject expenses to subsection (b) below) in operate and maintain the Current Period of such prior Approved Budget. The Requisite Lenders shall approve or reject each Proposed Budget within four Business Days after delivery by the Borrower to Agent as set forth above, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budget. Any such Proposed Budget, upon the written approval value of the Requisite Lenders shall becomeLoan Parties' Assets. “Assets” mean any and all equity interests held directly or indirectly by any Loan Party or any other assets of any Loan Party, as of the date of such approval and for the period of time covered therebyincluding without limitation, the Approved Budget, and shall prospectively replace any prior Approved Budget.personal or real property. (i) [Reserved]. (j)

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

Approved Budget. (a) Subject The use of proceeds of Loans by the Loan Parties under this Agreement and the other Loan Documents shall be limited solely in accordance with the Approved Budget which shall be in form and substance satisfactory to subsection (b) and subsection (c) belowthe Required Lenders; provided that, none no proceeds of the Credit Parties shall pay any obligations or expenses Loans will be used in connection with (including, including without limitation, bonus payments to fund or prefund) any executive retention plan without the express written consent of the Required Lenders; provided further that, for the avoidance of doubt, the initial Approved Budget does not contemplate or include the funding or prefunding of any executive retention plan. The Approved Budget shall set forth, on a weekly basis, among other compensation things, Budgeted Cash Receipts, Budgeted Operating Disbursement Amounts, and Budgeted Restructuring Related Amounts for the 13-week period commencing with the week that includes the Closing Date and ending with the week that includes December 31, 2022, and such Approved Budget shall be approved in writing by, and be in form and substance reasonably satisfactory to, the Required Lenders (it being acknowledged and agreed that the initial Approved Budget attached to senior management personnel, but excluding legal fees this Agreement is approved by and expenses) except satisfactory to the extent expressly contemplated Required Lenders and permitted in the Current Period of is and shall be the Approved Budget applicable unless and until replaced in accordance with terms of this Section) and disclosed in writing to the Administrative Agent. The Approved Budget shall be updated, modified or supplemented by Borrower from time to time in writing transmitted to the Administrative Agent and the Lenders with the written consent of and/or at the time request of the Required Lenders (with a copy of such payment. On written consent or before the Wednesday prior request concurrently delivered to the first Monday of Administrative Agent), but in any event not less than one time in each Fiscal Month of the Borrowerfour (4) consecutive week period, commencing with the Wednesday prior first full week after the Closing Date, and each such updated, modified or supplemented budget shall be in form and substance satisfactory to, the Required Lenders in their reasonable discretion, and no such updated, modified or supplemented budget shall be effective if Required Lenders (or the Specified Lender Advisors at the direction of the Required Lenders) object in writing within three days of receipt (with a copy of such objection concurrently delivered to the first Monday Administrative Agent) and if no written objection is received within three days of October 2010receipt, the Borrower shall deliver an updated updated, modified or supplemented budget (for the period of 13 weeks commencing with the first day of such Fiscal Month) (each, a “Proposed Budget”) to Agent. Each such Proposed Budget shall be accompanied by a variance report setting forth actual cash receipts and disbursements from deemed the Petition Date through newly Approved Budget; provided, however, that in the last day of event the preceding month and all variancesRequired Lenders, on an aggregate basis andthe one hand, with respect to Specified Budget Line Itemsand Borrower, on a line-item basisthe other hand, for cannot agree as to an updated, modified or supplemented budget, then at all times thereafter such period from the amounts set forth for the corresponding period in the preceding Approved Budgets (including explanations for each such material variance), certified by the Chief Restructuring Officer as being prepared in good faith and fairly presenting in all material respects the information set forth therein. Each Proposed Budget provided to Agent shall be of no force and effect unless and until it is then current approved in writing by the Requisite Lenders, and until such approval is given the prior Approved Budget shall remain in effect unless and no Credit Party may pay any obligations or expenses (excluding legal fees and expenses) other than as permitted (subject until a new Approved Budget is not objected to subsection (b) below) in the Current Period of such prior Approved Budget. The Requisite Lenders shall approve or reject each Proposed Budget within four Business Days after delivery by the Required Lenders. Each Approved Budget delivered to the Lenders and the Administrative Agent shall be accompanied by such supporting documentation as reasonably requested by the Required Lenders. Each Approved Budget shall be prepared in good faith based upon assumptions believed by Borrower to Agent as set forth above, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budgetbe reasonable. Any such Proposed Budget, upon the written approval of the Requisite Lenders shall become, as of the date of such approval and for the period of time covered thereby, the Approved Budget, and shall prospectively replace any prior Approved Budget.101

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

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

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

Approved Budget. (a) Subject The use of Extensions of Credit by the Loan Parties under this Agreement and the other Loan Documents and the use of cash collateral shall be limited in accordance with the Approved Budget (subject to subsection (bthe Permitted Variance) and subsection Section 2.14. The Approved Budget shall depict, on a weekly and line item basis, (ci) below(A) projected cash receipts (including from asset sales), none (B) projected disbursements (including ordinary course operating expenses, bankruptcy-related expenses (including fees and expenses of the Credit Parties professionals and advisors of the Debtors and the Creditors’ Committee (as defined in the Interim Financing Order), and any other fees and expenses relating to the Loan Documents), (C) projected Net Cash Flow, and (D) projected inventory receipts and levels, and (E) the projected Excess Availability (ii) a report listing the Stores subject to Specified Store Closing Sales and the other remaining Stores, and (iii) such other information requested by the Agent for the first thirteen (13) week period from the Effective Date, and such Approved Budget shall pay any obligations be approved by, and in form and substance satisfactory to, the Agent in its reasonable discretion (it being acknowledged and agreed that the Approved Budget is approved by and satisfactory to the Agent in its reasonable discretion). The Approved Budget shall be updated, modified or expenses supplemented by the Borrowers (includingx) with the written consent of the Agent in its reasonable discretion and (y) upon the request of Agent or the Collateral Agent from time to time (which request may, without limitation, bonus payments be made in connection with any Specified Transaction or other compensation the commencement, or during the continuation, of the Specified Stores Closing Sales); provided, however, that in the event the Agent, the Collateral Agent and the Loan Parties cannot agree as to senior management personnelan updated, but excluding legal fees and expenses) except modified or supplemented budget, the then-current Approved Budget shall continue in effect, with weekly details for any periods after the 13-week period covered by the then-current Approved Budget to be derived in a manner satisfactory to the extent expressly contemplated Agent and permitted the Collateral Agent in their sole and absolute discretion based on the Current Period then-current Approved Budget (each such period so approved, an “Extended Budget Period”), and such disagreement shall give rise to an Event of Default upon the later of (x) the end of the period covered by the then-current Approved Budget applicable at and (y) the time end of such paymentthe then-current Extended Budget Period. On or before the Wednesday prior Each Approved Budget delivered to the first Monday of each Fiscal Month of Agent and the Borrower, commencing with the Wednesday prior to the first Monday of October 2010, the Borrower shall deliver an updated budget (for the period of 13 weeks commencing with the first day of such Fiscal Month) (each, a “Proposed Budget”) to Agent. Each such Proposed Budget Collateral Agent shall be accompanied by a variance report setting forth actual cash receipts and disbursements from the Petition Date through the last day of the preceding month and all variances, on an aggregate basis and, with respect to Specified Budget Line Items, on a line-item basis, for such period from the amounts set forth for the corresponding period in the preceding Approved Budgets (including explanations for each such material variance), certified supporting documentation as reasonably requested by the Chief Restructuring Officer as being Agent or the Collateral Agent. Each Approved Budget shall be prepared in good faith faith, with due care and fairly presenting in all material respects based upon assumptions which the information set forth therein. Each Proposed Budget provided Loan Parties believe to Agent shall be of no force and effect unless and until it is approved in writing by the Requisite Lenders, and until such approval is given the prior Approved Budget shall remain in effect and no Credit Party may pay any obligations or expenses (excluding legal fees and expenses) other than as permitted (subject to subsection (b) below) in the Current Period of such prior Approved Budget. The Requisite Lenders shall approve or reject each Proposed Budget within four Business Days after delivery by the Borrower to Agent as set forth above, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budget. Any such Proposed Budget, upon the written approval of the Requisite Lenders shall become, as of the date of such approval and for the period of time covered thereby, the Approved Budget, and shall prospectively replace any prior Approved Budgetreasonable.

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

Approved Budget. All borrowings under the DIP Facility, and the use of Cash Collateral, shall at all times comply with the Approved Budget (subject to Permitted Variances) and the DIP Loan Documents. The Debtors shall (a) Subject to subsection provide copies of the reporting required under Section 8.01 of the DIP Credit Agreement as and when required under the DIP Credit Agreement (the “DIP Reporting”), including delivery of (1) an Approved Budget certified by a financial officer of the DIP Borrower every seven weeks on a Thursday during the Chapter 11 Cases, beginning on the Thursday of the seventh (7th) week anniversary of the Petition Date and (2) a Variance Report (as defined in the DIP Credit Agreement), certified by a financial officer of the DIP Borrower every other Thursday during the Chapter 11 Cases, commencing the Thursday following the first full calendar week after the Closing Date and (b) and subsection (c) below, none of the Credit Parties shall pay any obligations or expenses (including, without limitation, bonus payments comply with all financial or other compensation to senior management personnelreporting, but excluding legal fees lender or advisor call, budget, variance reporting and expenses) except to the extent expressly contemplated and permitted testing requirements as set forth in the Current Period of the Approved Budget applicable at the time of such paymentDIP Loan Documents. On or before __:__ _.m., prevailing Central Time, on the Wednesday prior Thursday of each seventh (7th) calendar week anniversary of the Petition Date, the Debtors shall deliver to the first Monday of each Fiscal Month of DIP Agent (with a copy to the BorrowerPrepetition Agents), commencing as described in the DIP Loan Documents, updates to the Initial Budget (or the previously supplemented Approved Budget, as the case may be), covering the 13-week period that commences with the Wednesday prior beginning of such week in which the supplemental budget is delivered, consistent with the form and level of detail set forth in the Initial Budget and otherwise in form and substance acceptable to the first Monday of October 2010Required Lenders (as defined in the DIP Credit Agreement, the Borrower shall deliver “Required DIP Lenders”) in their reasonable discretion (each such supplemental budget, an updated budget (for the period of 13 weeks commencing with the first day of such Fiscal Month) (each, a “Proposed Updated Budget”) to Agent. Each ), and once so approved by the Required DIP Lenders in their reasonable discretion, such Proposed Updated Budget shall be accompanied by a variance report setting forth actual cash receipts and disbursements from constitute the Petition Date through the last day of the preceding month and all variances, on an aggregate basis and, with respect to Specified Budget Line Items, on a linethen-item basis, for such period from the amounts set forth for the corresponding period in the preceding approved “Approved Budgets (including explanations for each such material variance), certified by the Chief Restructuring Officer as being prepared in good faith and fairly presenting in all material respects the information set forth therein. Each Proposed Budget Budget”; provided to Agent shall be of no force and effect that unless and until it is approved in writing by the Requisite LendersRequired DIP Lenders approve such Updated Budget, and until such approval is given the prior then-current Approved Budget shall remain in effect and no Credit Party may pay any obligations or expenses (excluding legal fees and expenses) other than as permitted (subject to subsection (b) below) in the Current Period of such prior Approved Budget. The Requisite Lenders shall approve or reject each Proposed Budget within four Business Days after delivery by the Borrower to Agent as set forth aboveeffect, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budget. Any such Proposed Budget, upon the written approval of the Requisite Lenders shall become, effective as of the date beginning of such approval and for the period of time covered thereby, the Approved Budget, and shall prospectively replace any prior Approved Budgetweek in which it was delivered.