Common use of Annual Budget Clause in Contracts

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, 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 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 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 adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expenses.

Annual Budget. For Prior to the partial year period commencing on Closing Date, Borrower has submitted and Lender has approved an Annual Budget for the date hereof, and for each 2014 calendar year thereafter, (the “Approved Initial Budget”). Borrower shall submit to Lender an by November 1 of each year the Annual Budget relating to the Properties for the succeeding calendar year. During the continuance of a Cash Sweep Period, Lender shall have the right to approve each Annual Budget (which approval shall not later than sixty (60) days be unreasonably, conditioned or delayed withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Cash Sweep Period or any Annual Budget submitted prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Cash Sweep Period, shall each hereinafter be subject referred to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, an "“Approved Annual Budget")”. In the event that Lender objects to of 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 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 Transfer 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, or cause Operating Lessee to revise, Property 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 adjusted reduced as reasonably determined by Lender in consultation with Borrower in order to reflect actual increases the removal of such Property and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in real estate taxesthe event such Transfer is made in connection with a substitution under Section 2.4.2(a). If Lender has the right to approve an Annual Budget pursuant to this Section 4.3.2, insurance premiums 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 Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses for the Interest Period related to such Payment Date, but excluding management fees, Property Taxes that are required to be deposited into the Tax Subaccount pursuant to Section 6.1 and utilities expensesInsurance Premiums that are required to be deposited into the Insurance Subaccount pursuant to Section 6.2. If during any Cash Sweep Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior to the commencement of the calendar year to which such budget relates then the previous Approved Annual Budget shall continue to be deemed to be the Approved Annual Budget for that calendar year.

Annual Budget. For Prior to the partial year period commencing on Closing Date, Borrower has submitted and Lender has approved an Annual Budget for the date hereof, and for each remaining portion of the 2016 calendar year thereafter, (the “Approved Initial Budget”). Borrower shall submit to Lender an by November 1 of each year the Annual Budget relating to the Properties for the succeeding calendar year. During the continuance of a Cash Sweep Period, Lender shall have the right to approve each Annual Budget or portion thereof, as applicable (which approval shall not later than sixty (60) days be unreasonably, conditioned or delayed withheld so long as no Event of Default is continuing). An Annual Budget so approved by Lender or any Annual Budget submitted prior to the commencement of such period or calendar year in form reasonably satisfactory a Cash Sweep Period shall each hereinafter be referred 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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, an "“Approved Annual Budget")”. In the event that Lender objects to of 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 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 Transfer 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, or cause Operating Lessee to revise, Property 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 adjusted reduced as reasonably determined by Lender in consultation with Borrower in order to reflect actual increases the removal of such Property and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in real estate taxesthe event such Transfer is made in connection with a substitution under Section 2.4.2(a). If Lender has the right to approve an Annual Budget (or portion thereof) pursuant to this Section 4.3.2, insurance premiums Borrower shall not change or modify the Annual Budget (or such portion) that has been approved by Lender without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). The “Monthly Budgeted Amount” for each Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses for the Interest Period related to such Payment Date, but excluding management fees, Property Taxes that are required to be deposited into the Tax Subaccount pursuant to Section 6.1 and utilities expensesInsurance Premiums that are required to be deposited into the Insurance Subaccount pursuant to Section 6.2. If during any Cash Sweep Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior to the commencement of the calendar year (or applicable portion thereof) to which such budget relates then the previous Approved Annual Budget (or applicable portion thereof) shall continue to be deemed to be the Approved Annual Budget for that calendar year (or applicable portion thereof).

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the (a) Borrower or Operating Lessee shall submit to Lender by December 31 of each year the Annual Budget 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 not later than sixty (60) days prior 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 commencement Properties. During the continuance of such period any Trigger Period, the Annual Budget then currently in place shall be deemed approved, but Lender shall have the right to approve any amendment thereto and each subsequent Annual Budget (which approval shall not be unreasonably withheld, conditioned or calendar year in form reasonably satisfactory to Lender, or for 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). 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 “Approved Annual Budget”. During the continuance of a Trigger Period, until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with adjustments as reasonably determined by Lender to reflect actual increases in Taxes, Insurance Premiums and utilities expenses and variable Operating Lease remains Expenses that directly relate to increases in effectrevenue). None of Borrower, Operating Lessee, or Manager shall change or modify an Approved Annual Budget, as it may be updated in accordance herewith, that has been approved or deemed approved by Lender without the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed so long as there is no Event of Default then continuing (until such time as the applicable Trigger Period ends, after which unless and until a new Trigger Period shall begin, no later than Lender consent shall be required and Borrower may change or modify an Approved Annual Budget in accordance with the terms of this Section 4.9.5). (b) In the event Borrower is required to obtain Lender’s approval of a proposed Annual Budget (or any proposed modification thereof) pursuant to this Section 4.9.5, Lender’s approval shall be deemed given by Lender if (I) the first correspondence from Borrower to Lender requesting such approval (A) is enclosed in an envelope marked “PRIORITY”, (B) contains a legend, prominently displayed at the top of each page thereof, in bold, all caps and fourteen (14) point or larger font stating that Borrower is requesting the Lender’s approval of the proposed Annual Budget (or the proposed modification thereof) under Section 4.9.5 of the Loan Agreement and that Lender’s failure to respond to such request within ten (10) Business Days following its receipt of such request may result in such request being deemed granted, and (C) is accompanied by a copy of the proposed Annual Budget (or the proposed modification thereof) and all information and documentation (and in such detail) as is reasonably necessary to allow Lender to adequately and completely evaluate the request (which information may be provided electronically in the form of a CD Rom or other portable electronic media enclosed with such notice), (II) Lender shall fail to respond to such request within ten (10) Business Days following its receipt of such request, (III) Borrower shall deliver to Lender a second written request for approval, which request is delivered in the same form and manner as contemplated in clause (I) above and states that Lender’s failure to respond to such request within five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms following its receipt of an Operating Lease. The Annual Budget submitted for the calendar year such second request, shall result in which a Trigger Event occurssuch request being deemed granted, and for each calendar year thereafter during a Trigger Period, (IV) Lender shall be subject fail to Lender's written approval, which approval shall not be unreasonably withheld respond to such request in the manner contemplated in clause (each III) above within such Annual Budget as approved by Lender, an "Approved Annual Budget")five (5) Business Day period. In the event that Lender timely objects (stating the basis for its objection in reasonable detail) to a proposed Annual Budget submitted by Borrower (or an Operating Lesseethe proposed modification thereof) in accordance with the foregoing, Lender shall advise Borrower of such objections within thirty (30) days after receipt thereof (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revisebe revised, such Annual Budget (or the proposed modification thereof) and resubmit the same to Lender. Lender shall advise Borrower Lender’s approval of any objections to such a revised Annual Budget within ten (10or revised modification thereof) days after receipt thereof (and deliver shall be deemed given by Lender if such revision is submitted to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, the same Lender in accordance with the process described clauses (I) and (III) above and Lender shall fail to respond 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 adjusted to reflect actual increases in real estate taxes, insurance premiums accordance with clauses (II) and utilities expenses(IV) above.

Annual Budget. For Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender by December 15 of each year during the partial Term a proposed pro forma budget for the Property during the succeeding fiscal year commencing January 1 and ending December 31 (the "Annual Budget") and, 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 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 period commencing on the date hereofhereof and ending on December 31, 1998 is attached hereto as Exhibit C. From and for each calendar year thereafterafter the occurrence of a Cash Management Event, the Borrower shall submit to Lender an Annual Capital Budget not later than sixty (60) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual or delayed. Lender's failure to approve or disapprove any Capital Budget as approved by Lender, 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 Lender's receipt thereof (and deliver shall be deemed to such party a reasonably detailed description of such objections) and Borrower constitute Lender's approval thereof. Following the Optional Prepayment Date, the Operating Budget shall promptly revise, or cause Operating Lessee to revise, such Annual Budget and resubmit the same be subject to Lender's approval, which approval shall not be unreasonably withheld or delayed. Lender shall advise Borrower of Lender's failure to approve or disapprove any objections to such revised Annual Operating Budget within ten thirty (1030) days after Lender's receipt thereof (and deliver shall be deemed to Borrower a reasonably detailed description of such objections) and constitute Lender's approval thereof. Following the Optional Prepayment Date, Borrower shall promptly revisemake no expenditure related to the Property in excess of one hundred five percent (105%) of the amount budgeted for that expenditure without Lender's prior approval, which approval shall not be unreasonably withheld 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 adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expensesdelayed.

Annual Budget. For the partial year period commencing on the date hereofJanuary 1, 2000, and for each calendar year thereafter, the Borrower shall submit to Lender an Annual Budget not later than sixty forty-five (6045) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an the Operating Lease remains in effect, no later than five three (53) Business Days days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an the Operating LeaseLease 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 in which a Trigger Event occursbeginning on the Anticipated Payment Date, and the Annual Budget submitted for each calendar year thereafter during a Trigger Periodthereafter, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each 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 an Operating Lessee, Lender shall advise Borrower of such objections within thirty (30) days after receipt thereof (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or shall cause Operating Lessee to revise, such Annual Budget 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, 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 adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expenses.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year Fiscal Year thereafter, the Borrower shall submit to Lender an Annual Budget not later than sixty thirty (6030) days prior to the commencement of such period or calendar year 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, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a which budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's prior written approval, which approval shall (not be unreasonably withheld or delayed) (each such Annual Budget as approved by upon Lender's approval, an "“Approved Annual Budget"”). In the event that Lender objects to a proposed Annual Budget submitted by Borrower or an Operating Lesseefor Lender's approval, Lender shall advise Borrower of such objections within thirty fifteen (3015) days after receipt thereof (and deliver to such party Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, 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, or cause Operating Lessee to revise, revise the same in accordance with the process described in this subsection Section 4.1.6(h) until the Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget, the most recently recent Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxesTaxes, insurance premiums Insurance Premiums, Other Charges and utilities 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 withheld or delayed. Notwithstanding anything to the contrary contained in this Section 4.1.6(h), to the extent that Lender's approval is required in connection with any proposed Annual Budget (including any proposed revised Annual Budget) submitted by Borrower, Lender's approval shall be deemed to have been given; provided that (A)(1) Borrower's initial request for approval is submitted with the notation “FIRST NOTICE. FAILURE TO RESPOND TO THIS REQUEST FOR APPROVAL WITHIN FIFTEEN (15) DAYS AFTER LENDER’S RECEIPT MAY RESULT IN THE REQUEST BEING DEEMED APPROVED BY LENDER” prominently displayed in bold, all caps and fourteen (14) point or larger font and is accompanied by the applicable proposed Annual Budget and such other documents and information as Borrower believes in good faith are reasonably required for Lender to adequately evaluate such request and (2) Lender fails to approve or object to the proposed Annual Budget, or request additional documents and information reasonably required for Lender to adequately evaluate such request, within fifteen (15) days after Lender’s receipt of the first request for approval, and (B)(1) Borrowers submits a second request for approval with the notation “SECOND AND FINAL NOTICE.

Annual Budget. For A. The GOVERNING BOARD of the partial AUTHORITY shall, on or before March 1 of each year, prepare and submit to each party hereto a budget estimate of the expense of conducting the AUTHORITY operations for the ensuing year. B. The budget estimate shall be in such form as the GOVERNING BOARD may prescribe using the guidelines of the California State Controller. The budget estimate shall contain a summary of the fiscal policy of the AUTHORITY for the budget year period commencing on and shall include data showing the date hereofrelation between the total proposed expenditures and the total anticipated income or other means of financing the budget for the ensuing year, and contrasted with the corresponding data for each calendar the current year. The budget estimates may include unappropriated balance item to be available for appropriation in the ensuing fiscal year thereafterto meet contingencies other than contingencies resulting from temporary insufficiencies in the revenues of the AUTHORITY. C. After submission of the budget estimate, the Borrower GOVERNING BOARD shall submit to Lender an Annual Budget not later than sixty (60) days prior to fix a time and a place for hearing by the commencement GOVERNING BOARD thereon. The GOVERNING BOARD shall cause notice of such period or calendar year in form reasonably satisfactory hearing 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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, 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 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 objections to such revised Annual Budget within published at least ten (10) days after receipt thereof (prior tb the date set for hearing in a newspaper of general circulation in the area pursuant to Sections 6060 and deliver to Borrower a reasonably detailed description 6061 of the Government Code of the State of California, and shall give mailed notice of such objections) hearing to each party to this Agreement. At the budget hearing the GOVERNING BOARD may increase or decrease any item in the budget estimate and Borrower may delete any item therefrom or add any new item thereto. Upon the conclusion of the budget hearing and not later than May 1 of each year the GOVERNING BOARD shall promptly reviseapprove the budget estimate as submitted to the parties hereto or as revised by the GOVERNING BOARD, or cause Operating Lessee to revise, and thereupon the same in accordance with shall constitute the process described in this subsection until final budget for the Lender approves ensuing fiscal year. The several items of 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 final budget shall be adjusted to reflect actual increases deemed appropriated for the ensuing fiscal year in real estate taxes, insurance premiums the amounts and utilities expensesfor the purposes specified in the final budget.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender an Annual Budget not later than sixty within thirty (6030) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower Cash Management Period and by an Operating Lessee pursuant to the terms November 30th of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Periodthe Term until such Cash Management Period has ended, shall be subject to for approval by Lender's written approval, which approval shall not be unreasonably withheld withheld, conditioned or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the “Annual Budget”, and each such Annual Budget approved (or deemed approved pursuant to the terms of this Section 6.3.6) by Lender is referred to herein as approved by Lender, an "the “Approved Annual Budget"”)), and, promptly after preparation thereof, any revisions to such Annual Budget. In the event that Lender objects Lender’s failure to a proposed approve or disapprove any Annual Budget submitted by Borrower or an Operating Lessee, Lender shall advise Borrower of such objections 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 deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, 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 resubmit the same to Lender. Lender shall advise Borrower (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of any objections to anticipated Capital Expenses (and once such revised Annual Budget within ten has been approved (10or deemed approved pursuant to the terms of this Section 6.3.6) days after receipt thereof (and deliver by Lender, such Capital Expense budget shall be referred to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, herein as the same in accordance with the process described in this subsection until the Lender approves the Annual “Approved Capital Budget”). Until such time that Lender approves a proposed any Annual BudgetBudget has been approved (or deemed to have been approved) by Lender, the most recently prior Approved Annual Budget shall apply; provided that, apply for all purposes hereunder (with such Approved Annual Budget shall be adjusted to reflect actual adjustments as reasonably determined by Lender (including increases in real estate taxes, insurance premiums and utilities for any non-discretionary expenses)).

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the (a) Borrower shall submit to Lender by December 31 of each year the Annual Budget 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 not later than sixty (60) days prior 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 commencement Properties. During the continuance 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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a any Trigger Period, Lender shall be subject have the right to Lender's written approval, approve each Annual Budget (which approval shall not be unreasonably withheld (each 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). 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 “Approved Annual Budget”. During the continuance of a Trigger Period, until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with 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 unreasonably withheld, conditioned or delayed so long as there is no Event of Default then continuing (until such time as the applicable Trigger Period ends, after which unless and until a new Trigger Period shall begin). , no Lender consent shall be required and Borrower may change or modify an Approved Annual Budget in accordance with the terms of this Section 4.9.5. (b) In the event that Lender objects Borrower is required to obtain Lender’s approval of a proposed Annual Budget submitted (or any proposed modification thereof) pursuant to this Section 4.9.5, Lender’s approval shall be deemed given by Lender if (I) the first correspondence from Borrower to Lender requesting such approval (A) is enclosed in an envelope marked “PRIORITY”, (B) contains a legend, prominently displayed at the top of each page thereof, in bold, all caps and fourteen (14) point or an Operating Lessee, Lender shall advise larger font stating that Borrower is requesting the Lender’s approval of the proposed Annual Budget (or the proposed modification thereof) under Section 4.9.5 of the Loan Agreement and that Lender’s failure to respond to such objections request within thirty (30) days after following its receipt thereof of such request may result in such request being deemed granted, and (C) is accompanied by a copy of the proposed Annual Budget (or the proposed modification thereof) and all information and documentation (and in such detail) as is reasonably necessary to allow Lender to adequately and completely evaluate the request (which information may be provided electronically in the form of a CD Rom or other portable electronic media enclosed with such notice), (II) Lender shall fail to respond to such request within thirty (30) days following its receipt of such request, (III) Borrower shall deliver to Lender a second written request for approval, which request is delivered in the same form and manner as contemplated in clause (I) above and states that Lender’s failure to respond to such party a reasonably detailed description request within fifteen (15) days following its receipt of such objectionssecond request, shall result in such request being deemed granted, and (IV) and Lender shall fail to respond to such request in the manner contemplated in clause (III)(B) above within such fifteen (15) day period. In the event Lender timely objects (stating the basis for its objection in reasonable detail) to a proposed Annual Budget (or the proposed modification thereof) in accordance with the foregoing, Borrower shall promptly revise, or cause Operating Lessee to revisebe revised, such Annual Budget (or the proposed modification thereof) and resubmit the same to Lender. Lender shall advise Borrower Lender’s approval of any objections to such a revised Annual Budget within ten (10or revised modification thereof) days after receipt thereof (and deliver shall be deemed given by Lender if such revision is submitted to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, the same Lender in accordance with the process described clauses (I) and (III) above and Lender shall fail to respond 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 adjusted to reflect actual increases in real estate taxes, insurance premiums accordance with clauses (II) and utilities expenses(IV) above.

Annual Budget. For (a) A copy of the partial year initial Annual Budget for the Project for the period commencing on from the date hereofhereof through the end of fiscal year 2013 is attached as Exhibit B, which budget has been approved by the Concessionaire. (b) For each Agreement Year and for each calendar year thereafterpartial Agreement Year from and after the Financial Close Date, the Borrower Operating Company shall submit deliver to Lender the Concessionaire an Annual Budget not later than sixty (60) for the Project for such full or partial Agreement Year at least 120 days prior to the commencement start of such period Agreement Year or calendar year partial Agreement Year. The Operating Company acknowledges and agrees that each such Annual Budget shall be in a form reasonably satisfactory acceptable to Lenderthe Concessionaire and the Department and show in reasonable detail all management and coordination expenses payable to the Operating Company under this Agreement. During the Operating Period, such Annual Budget shall show, where appropriate, projected Gross Revenues, projected Operating Costs (including all amounts payable to the Department), projected maintenance expenses (including the costs of Major Maintenance activities to be performed pursuant to the Life Cycle Maintenance Plan), projected capital expenses, projected debt service and other amounts payable with respect to Concessionaire Debt (identifying separately projected debt service), contributions to individual reserves, projected Distributions, and such other information as the Concessionaire or for so long as an the Department may reasonably require. Each Annual Budget, approved in accordance with this Section, shall be provided by the Operating Lease remains Company (on behalf of the Concessionaire) to the Department not later than 90 days prior to the start of each Agreement Year or partial Agreement Year. While the Shared Facilities Agreement is in effect, no the Annual Budget shall reflect the Concessionaire’s allocated costs for the Shared Services, using the allocation percentage provided by the Concessionaire from time to time. (c) Not later than ten (10) Business Days after receipt by the Concessionaire of a proposed Annual Budget, the Concessionaire may deliver a notice (an “Objection Notice”) to the Operating Company stating that the Concessionaire objects to any information contained in or omitted from such proposed Annual Budget and setting forth the nature of such objections. With respect to all or any portion of such proposed Annual Budget as to which no Objection Notice is timely delivered, the proposed Annual Budget or such portion thereof will be deemed to have been approved and accepted by the Concessionaire. If an Objection Notice is timely delivered, the Operating Company shall modify the proposed Annual Budget, taking into account the Concessionaire’s objections, and shall resubmit the same to the Concessionaire for its approval within five (5) Business Days after a budget thereafter, and the Concessionaire may deliver further Objection Notices (if any) within five (5) Business Days thereafter (in which event, the re-submission and review process described above in this sentence shall continue until such Annual Budget is delivered approved and accepted by the Concessionaire or deemed to Borrower by an be so approved and accepted). During any Agreement Year, the Operating Lessee pursuant Company shall have the right at any time subsequent to the terms approval and acceptance of the Annual Budget for such Agreement Year to propose and submit an Operating Leaseamended Annual Budget to the Concessionaire for approval. The approval process for such amended Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such as set forth above for Annual Budgets. The Annual Budget as approved by Lenderthe Concessionaire from time-to-time is the “Approved Budget.” (d) In addition, an "Approved Annual Budget"no later than 120 days before the beginning of each calendar year after the Service Commencement Date, the Operating Company shall annually prepare and provide to the Concessionaire for its review (in accordance with Section 3.01) a full five-year period maintenance plan on a rolling basis that describes life cycle asset maintenance for the Project in conformance with the Concessionaire’s obligations under Section 9.04 of the CA (the “Life Cycle Maintenance Plan”), which shall be subject to approval by the Concessionaire and (following approval by the Concessionaire) the Department. In the event that Lender objects to The Life Cycle Maintenance Plan shall include 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 reasonably detailed description of all Major Maintenance to be undertaken during such objections) and Borrower shall promptly revisefive-year period, by component, item or cause Operating Lessee to revise, such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten discrete project (10) days after receipt thereof (and deliver to Borrower each a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise“Task”), the same estimated costs and timing relating to each Task, the underlying assumptions used to develop such plans, including the assumptions arising from the re-evaluations of the conditions of the Assets conducted pursuant to Section 9.04(c) of the CA and such other information as may be reasonably requested by the Concessionaire or the Department. The Operating Company shall reasonably consider any changes or additions proposed by the Concessionaire or the Department (as conveyed to the Operating Company through the Concessionaire or directly from the Department) to the proposed Life Cycle Maintenance Plan and modify the Life Cycle Maintenance Plan to reflect those changes and additions which are consistent with Good Industry Practice, applicable Law, Technical Requirements or Governmental Approvals and the other requirements of the CA and this Agreement. The Department is to approve the Life Cycle Maintenance Plans in accordance with the process described in this subsection until terms of the Lender approves CA. The Life Cycle Maintenance Plan as approved by the Annual Budget. Until such time that Lender approves a proposed Annual Budget, Concessionaire and the most recently Department is the “Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expensesLife Cycle Maintenance Plan.”

Annual Budget. For Prior to the partial year period commencing on the date hereofClosing Date, and for each calendar year thereafter, the Borrower shall submit to Lender an Annual Budget annually thereafter not later than sixty thirty (6030) days prior to the commencement of such period or the calendar year in form reasonably satisfactory to Lenderyear, 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 shall submit to the terms of an Operating Lease. The Annual Budget submitted Lender for the calendar year in which a Trigger Event occursLender’s written approval an annual budget setting forth Borrower’s good faith estimate of Gross Income from Operations, Operating Expenses, and Capital Expenditures for each calendar year thereafter the applicable Fiscal Year. Lender shall have the right to approve such budget (such approval to be in the Lender’s sole and absolute discretion during a Trigger Periodany period where Lender is taking action to remove the Manager, shall and otherwise to be subject to in Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, an "Approved Annual Budget"’s reasonable discretion). In the event that If Lender objects to a the proposed Annual Budget submitted by Borrower or an Operating Lesseebudget, Lender shall advise Borrower of such objections within thirty fifteen (30) days after receipt thereof (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (1015) 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, within ten (10) days after receipt of notice of any such objections revise such budget and resubmit the same to Lender, with such procedure to be repeated until such time as Lender shall approve such budget. Each such budget approved by Lender in accordance with terms hereof, as well as the process described in this subsection until budget for the current calendar year approved by Lender approves on the Closing Date, shall hereinafter be referred to as an “Annual Budget. .” Until such time that Lender approves has approved a proposed Annual Budget, the most recently Approved approved Annual Budget shall apply; , provided that, that such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expensesexpenses and shall otherwise be adjusted to reflect any change during the preceding year in the Consumer Price Index. Borrower may at any time propose an amendment to an Annual Budget for the remainder of the then current calendar year, and, when approved as provided below, such amended Annual Budget shall be deemed to be and shall be effective as the Annual Budget for such calendar year. Prior to making any expenditures not reflected in the then current Annual Budget in excess of an aggregate amount of five percent (5%) of the Annual Budget per annum, Borrower shall propose an amendment to the Annual Budget to Lender for its reasonable approval. Copies of any such proposed amended Annual Budget shall be furnished at least thirty (30) days before final adoption thereof to Lender for its approval. Lender shall have thirty (30) days after receipt of any proposed amendment to the Annual Budget to approve or disapprove such proposed amendment. Borrower’s request for approval of the proposed amendment to the Annual Budget shall be deemed approved if (i) Lender shall have failed to notify Borrower of its approval or disapproval within such thirty (30) day period following Lender’s receipt of Borrower’s written request together with any and all information and documentation relating thereto reasonably requested by Lender to reach a decision and provided the request to Lender is marked in bold lettering with the following: “LENDER’S RESPONSE IS REQUIRED WITHIN THIRTY (30) DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the request must be marked “PRIORITY”, (ii) Borrower shall have delivered to Lender a written notice of Lender’s failure to respond to Borrower’s request on or after the end of such 30-day period, and (iii) Lender shall have failed to notify Borrower of its approval or disapproval within ten (10) days following Lender’s receipt of the notice described in clause (ii). Notwithstanding the foregoing, Borrower shall be permitted to expend an amount up to $500,000 per annum to make emergency repairs to the Property or otherwise to respond to an emergency affecting the Property.

Annual Budget. For (a) The initial Annual Budget for the partial remainder of calendar year 2018 for the period commencing beginning on the date hereofEffective Date and ending on December 31, and for 2018, including the related variances, is attached hereto as Exhibit C-1 (the “Initial Annual Budget”). For each calendar year Fiscal Year thereafter, the Borrower Common Board Members shall submit be responsible for causing to Lender an Annual Budget not later than sixty be prepared and submitting (60or causing to be prepared and submitted) days prior to the commencement of such period or calendar year in form reasonably satisfactory to LenderBoard for approval as a Major Decision a proposed updated Annual Budget, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after including the related variances. “Annual Budget” means a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Leaseapproved in accordance with this Agreement. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject caused to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved prepared by Lender, 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 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 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 Common Board Members in accordance with the process described Budget Development Protocols (including the preparation of the back-up materials on the timetable set forth therein) set forth in this subsection until Exhibit C-2. The Annual Budget for each Fiscal Year shall be prepared with the Lender approves same detail and line items as set forth in the Initial Annual BudgetBudget and such other detail as Preferred Board Members may reasonably request. Until such time that Lender approves In connection with the review of a proposed Annual Budget, the most recently Approved Preferred Board Members may reasonably request additional information regarding the materials supporting the proposed Annual Budget or such other information as is necessary or desirable to enable review of such proposed Annual Budget, and the Common Board Members shall apply; cause to be provided thatsuch requested information. The Preferred Board Members shall consent to or reject the proposed Annual Budget, or request additional information, within ten (10) Business Days following (i) receipt of such Approved proposed Annual Budget or (ii) receipt of all additional information that is, in the determination of the Preferred Board Members, necessary or desirable to enable review of such proposed Annual Budget. The Common Board Members shall cause to be prepared and submitted annually the Annual Budget no later than December 10, 2018 for the next Fiscal Year and thereafter by December 10 of each year with respect to the following Fiscal Year. The Annual Budget for each Fiscal Year shall include the projected use of the Pre-Funded Expense Account, including as shown on Exhibit C-1 for the four Fiscal Quarters comprising such Fiscal Year. In connection with the submission of the Annual Budget, the Common Board Members shall cause to be prepared or submitted to the Board an annual business plan for Company and its Subsidiaries including a responsible five-year forecast for Company’s operations including the operating metrics set forth in Exhibit C-4. The Preferred Board Members, or their designated representative, shall be adjusted provided reasonable access to reflect actual increases all information, data, reports, models, and analyses relied on in real estate taxesdeveloping the Annual Plan (including, insurance premiums for the avoidance of doubt, all financial and utilities expensessilvicultural assumptions, constraints, supporting stand level data, merchantable timber volumes, pre-merchantable acres by species and age class, and acres by land classification).

Annual Budget. For (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 partial year “Annual Budget”). The initial Annual Budget for the period commencing beginning on the date hereofEffective Date and ending on December 31, and for 2018, including the related variances, is attached hereto as Schedule B-1 (the “Initial Annual Budget”). For each calendar year Fiscal Year thereafter, the Borrower Asset Manager shall submit to Lender an Annual Budget not later than sixty (60) days prior be responsible for preparing and submitting to the commencement of such period or calendar year Company Board for approval as a Major Decision 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 accordance with the terms of an Operating Leasethe Company LLC Agreement a proposed updated Annual Budget, including the related variances. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved prepared by Lender, 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 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 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 Asset Manager in accordance with the process described protocols (including the preparation of the back-up materials on the timetable set forth therein) set forth on Schedule B-2 hereto (the “Budget Development Protocols”). The Annual Budget for each Fiscal Year shall be prepared with the same detail and line items as set forth in this subsection until the Lender approves Initial Annual Budget and such other detail as the Annual Budgetmembers 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. Until such time that Lender approves In connection with the review of a proposed Annual Budget, the most recently Approved Preferred Board Members may reasonably request additional information regarding the materials supporting the proposed Annual Budget or such other information as is necessary or desirable to enable review of such proposed Annual Budget, and the Asset Manager shall apply; provide such requested information. The Preferred Board Members shall consent to or reject the proposed Annual Budget, or request additional information (as provided thatfor above), within ten (10) Business Days following (i) receipt of such Approved proposed Annual Budget or (ii) receipt of all additional information that is, in the determination of the Preferred Board Members, necessary or desirable to enable review of such proposed Annual Budget. The Asset Manager shall comply with the Budget Development Protocols regarding the Preliminary Budget for each Fiscal Year. The Annual Budget shall be adjusted prepared and submitted annually by the Asset Manager no later than December 10 of each year with respect to reflect actual increases the following Fiscal Year. The Annual Budget for each Fiscal Year shall include use of the pre-funded reserve amounts as shown on Schedule B-3 hereto for the four Fiscal Quarters comprising such Fiscal Year. In connection with the submission of the Annual Budget, the Asset Manager shall also prepare and submit to the Company Board an annual business plan for Parent and its Subsidiaries, including a responsible five-year operations forecast, including the operating metrics set forth on Schedule B-4 hereto (the “Annual Plan”). The Preferred Board Members, or their designated representatives, shall be provided reasonable access to all information, data, reports, models and analyses relied on in real estate taxesdeveloping the Annual 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). (b) Pursuant to this Agreement, the Asset Manager is charged with implementing each Annual Budget following the approval thereof, in accordance with the terms of such approved Annual Budget and the terms of this Agreement. In doing so, the Asset Manager shall at all times act in a manner consistent with the Annual Budget; provided, however, that the Asset Manager may in its discretion expend funds for Non-Controllable Expenses (as defined below) not otherwise reflected in the Annual Budget. In implementing the Annual Budget, the Asset Manager may in its discretion vary material line items in the applicable Annual Budget within the variances set forth in Exhibit A appended hereto (such variances being referred to herein as “Allowable Variances”). Asset Manager shall not exceed any Allowable Variance without having first obtained the approval of the Company Board. (c) In the event the Asset Manager is unable to obtain the approval of the Company Board of any Annual Budget prior to the intended period for such Annual Budget, then a “Budget Impasse” shall be deemed to exist, until such time as such Annual Budget is approved in accordance with this Agreement, the Parent LP Agreement and Company LLC Agreement. During any Budget Impasse, the Asset Manager shall perform the Services and otherwise fulfill its obligations under this Agreement in accordance with the most recently approved Annual Budget, except that (i) the Asset Manager may make or cause to be made any expenditure not contemplated by such Annual Budget which is (1) an emergency expenditure to protect the health, safety and welfare of people or property (in which event the Asset Manager shall notify the Company Board immediately) or (2) an expenditure to satisfy (A) any outstanding taxes and related fees, costs and expenses, (B) any obligations for interest, principal (except at maturity), escrows, fees and expenses due under the Senior Credit Documents and any other indebtedness approved as a Major Decision or (C) premiums for insurance premiums required under this Agreement, the Parent LP Agreement or the Company LLC Agreement, and utilities Senior Credit Documents, any loan document relating to indebtedness approved as a Major Decision or any other contract to which the Parent or any of its Subsidiaries is a party that are entered into in accordance with the Parent LP Agreement (such expenses, “Non-Controllable Expenses”) and (ii) the Asset Manager acting alone shall otherwise have no authority to make any other expenditure without the approval of the Company Board as a Major Decision.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the (a) Borrower shall submit to Lender an Agent by November 15 of each year the Annual Budget not later than sixty (60) days prior relating to each Property for the commencement of such period or calendar year in form reasonably satisfactory to Lendersucceeding Fiscal Year, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to the Borrower at its option shall submit by an Operating Lessee pursuant to the terms of an Operating Lease. The such date such Annual Budget submitted for all the calendar year Properties in which a Trigger Event occursthe aggregate; provided, and for however, Borrower may submit to Agent the Annual Budget with respect to Fiscal Year 2015 by December 15, 2014. Agent shall have the right to approve each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, Annual Budget (which approval shall not be unreasonably withheld (each such so long as no Event of Default is continuing). Annual Budget as Budgets approved by Lender, Agent shall 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 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 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 any Annual BudgetBudget has been approved by Agent, the most recently prior Approved Annual Budget shall apply; provided that, apply for all purposes hereunder (with such Approved Annual Budget shall be adjusted adjustments as reasonably determined by Agent to reflect actual increases in real estate taxesTaxes, insurance premiums Insurance Premiums and utilities expenses). Neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Agent without the prior written consent of Agent. (b) Notwithstanding anything to the contrary contained in this Section 4.9.5, provided no Event of Default is continuing, whenever Agent’s approval or consent is required pursuant to the provisions of this Section 4.9.5, Agent’s approval or consent, as the case may be, shall be deemed given if: (i) the first correspondence from Borrower to Agent requesting such approval or consent is in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY DEUTSCHE BANK AG, NEW YORK BRANCH, AS AGENT, TO 50 XXXXXX XXXXXX ACQUISITION LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN FIFTEEN (15) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, and is accompanied by the information and documents required above, and any other information reasonably requested by Agent in writing prior to the expiration of such fifteen (15) Business Day period in order to adequately review the same has been delivered; and (ii) if Agent fails to respond or to deny such request for approval in writing within the first ten (10) Business Days of such fifteen (15) Business Day period, a second notice requesting approval is delivered to Agent from Borrower in an envelope marked “PRIORITY” containing a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY DEUTSCHE BANK AG, NEW YORK BRANCH, AS AGENT, TO 50 XXXXXX XXXXXX ACQUISITION LLC. IF YOU FAIL TO PROVIDE A SUBSTANTIVE RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Agent fails to provide a substantive response to such request for approval within such five (5) Business Day period.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall submit to Lender an by June 1 of each year the Annual Budget not later than sixty (60) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall be subject have the right to Lender's written approval, approve each Annual Budget (which approval shall not be unreasonably withheld so long as no Event of Default is continuing). Annual Budgets delivered to Lender (each other than during the continuance of a Trigger Period) or approved by Lender during the continuance of a Trigger Period) shall hereinafter be referred to as an “Approved Annual Budget”. During the continuance of a Trigger Period, until such time that any Annual Budget as has been approved by Lender, 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 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 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 prior Approved Annual Budget shall apply; provided that, apply for all purposes hereunder (with such Approved Annual Budget shall be adjusted adjustments as reasonably determined by Lender to reflect actual increases in real estate taxesTaxes, insurance premiums Insurance Premiums and utilities expenses). To the extent Lender has approval rights over an Annual Budget pursuant to this Section 4.9.5, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender. During the continuance of a Trigger Period, Lender may require Borrower, on a quarterly basis, to furnish to Lender for approval (which approval shall not be unreasonably withheld provided no Event of Default exists) an updated Annual Budget.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall submit has previously delivered to Lender an the Annual Budget not later than sixty (60) for the Property for the 2003 Fiscal Year. At least 30 days prior to the commencement of each subsequent Fiscal Year during the term of the Loan, Borrower shall deliver to Lender an Annual Budget for the 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 period or calendar year in form reasonably satisfactory 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, or as so approved, the “Approved Budget”); provided, however, that (1) in the absence of Lender’s request for Modification as provided above during an Event of Default, Borrower shall not Modify any Annual Budget more than once in any 30-day period, and (2) so long as an Operating Lease remains in effectno Event of Default is continuing, no later than the consent of Lender to any such Annual Budget and any such Modifications shall not be unreasonably withheld or delayed. Lender shall respond within ten (10) Business Days after Lender’s receipt of Borrower’s written request for approval of any Annual Budget and within five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms Lender’s receipt of an Operating LeaseBorrower’s written request for any proposed Modification thereof. The Annual Budget submitted for written request to be delivered by Borrower as set forth in the calendar year immediately prior sentence, shall consist of a letter containing a legend in which a Trigger Event occursbold letters stating that Lender’s failure to respond within said ten (10) or five (5) Business Days, and for each calendar year thereafter during a Trigger Periodas applicable, shall be subject deemed consent or approval. Lender shall be deemed to Lender's written approval, which approval shall not be unreasonably withheld (each such have approved or consented to the Annual Budget or Modification thereto if Lender fails to respond to such written request before the expiration of such ten (10) or five (5) Business Day period, as approved by Lender, an "Approved Annual Budget")applicable. In the event During any period that Lender objects has not approved or been deemed to have approved 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 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 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 previous Approved Annual Budget shall apply; provided thatremain in effect, such Approved Annual Budget except for Non-Discretionary Items, which shall be adjusted to reflect the actual increases in real estate taxes, insurance premiums and utilities expensescosts thereof during the relevant period.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year Fiscal Year thereafter, the Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior to the commencement of such period or calendar year 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 for such period or Fiscal Year and shall otherwise be 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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which ’s reasonable approval shall not be unreasonably withheld (each such Annual Budget as approved by LenderBudget, an "“Approved Annual Budget"”). In the event that Lender objects to a proposed Annual Budget submitted by Borrower or an Operating LesseeBorrower, Lender shall advise Borrower of such objections within thirty fifteen (3015) days after receipt thereof (and deliver to such party Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, 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, or cause Operating Lessee to revise, revise the same in accordance with the process described in this subsection Section 4.1.6(h) until the Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget, the most recently recent Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxesTaxes, insurance premiums Insurance Premiums and utilities expensesOther Charges. In the event that Borrower must incur an extraordinary operating expense or capital expense not set forth in the applicable Approved Annual Budget (each, an “Extraordinary Expense”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval.

Annual Budget. For the partial year period commencing on Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for each the 2018 calendar year thereafter, (the “Approved Initial Budget”). Borrower shall submit to Lender an by November 1 of each year the Annual Budget not later than sixty (60) days prior relating to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted Properties for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall be subject have the right to Lender's written approval, approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld (each such so long as no Event of Default is continuing). An Annual Budget as approved by LenderLender 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 that Lender objects to of 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 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 Transfer 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, or cause Operating Lessee to revise, Property 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 adjusted reduced as reasonably determined by Lender in consultation with Borrower in order to reflect actual increases the removal of such Property and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in real estate taxesthe 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, insurance premiums 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 utilities expensesCapital 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. For (i) Not later than March 1 of each Fiscal Year hereafter, Borrowers shall cause the partial year period commencing on the date hereofProperty Owners to prepare or cause to be prepared and deliver to Lender, and for each calendar year thereafterinformational purposes only, the Borrower shall submit to Lender an Annual Budget not later than sixty in respect of the Properties for the Fiscal Year in which such delivery date falls. If the Property Owners subsequently amend the Annual Budget, Borrowers shall cause the Property Owners to promptly deliver the amended Annual Budget to Lender. (60ii) days prior Notwithstanding the foregoing clause (i), if a Low DSCR Period has occurred and is continuing, Borrowers shall cause the Property Owners to prepare or cause to be prepared and deliver to Lender, upon the commencement of such period or calendar year in form reasonably satisfactory to Lender, or Low DSCR Period and for so long as such Low DSCR Period is continuing, for each Fiscal Year commencing thereafter, an Operating Lease remains Annual Budget (including all drafts of such Annual Budget and including all amendments and drafts of such amendments) as it is prepared in effectrespect of the Properties for such Fiscal Year. During any Low DSCR Period, 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 extent any Property Owner has the right to approve any Annual Budget submitted for or amendment to any Annual Budget under any Property Management Agreement or to the calendar year extent any Property Owner has the right to approve or consent to any variance from the Annual Budget in which a Trigger Event occursexcess of 5% of any line-item under any Property Management Agreement, and for each calendar year thereafter during a Trigger Period, Borrowers shall be subject not permit any Property Owner to approve any such Annual Budget or any such amendment to any Annual Budget or approve or consent to any variance from such Annual Budget without the prior written consent of Lender's written approval, which approval consent shall not be unreasonably withheld (each such withheld. To the extent Lender has the right to approve or disapprove any Annual Budget as approved by Lender, an "Approved Annual Budget"or variance therefrom in accordance with this Section 5.1(q)(ii). 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 have thirty (30) days after Lender’s receipt thereof (and deliver to such party a reasonably detailed description approve or disapprove any Annual Budget. If, at the expiration of such objectionsthirty (30) and Borrower day approval period, Lender has not either approved or disapproved the Annual Budget in question, Borrowers shall promptly revise, cause Property Owners to deliver a second notice to Lender. Lender’s failure to approve or cause Operating Lessee to revise, disapprove such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten fifteen (1015) days after Lender’s 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 second notice from Borrowers shall be adjusted deemed to reflect actual increases in real estate taxes, insurance premiums and utilities expensesconstitute Lender’s approval thereof.

Annual Budget. For the partial year period commencing on the date hereof, and for each Each calendar year thereafterduring the term of the Loan, as soon as made available to Maryland Guarantor and/or Operating Lessee in accordance with the Borrower terms of Section 7.02 of the Approved Management Agreement, Maryland Guarantor or Operating Lessee shall submit deliver or shall cause Approved Property Manager to Lender an Annual Budget not later than sixty (60) days prior to the commencement of such period or calendar year in form reasonably satisfactory deliver to Lender, for informational purposes only, the Annual Budget and, promptly after preparation thereof, any subsequent revisions to the Annual Budget. If the budget approval process under the Approved Management Agreement shall be ongoing during the continuance of a Trigger Period or for an Event of Default, neither Maryland Guarantor nor Operating Lessee shall exercise any budget approval right they may have under the Approved Management Agreement without the approval of Lender, such approval not to be unreasonably conditioned, withheld or delayed. For so long as an Operating Lease remains Lender shall withhold its consent to any Annual Budget or any revisions thereto, the Annual Budget in effect prior to any such request for approval shall remain in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to . Without the terms prior written consent of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval consent shall not be unreasonably withheld (each such or delayed, during the continuance of a Trigger Period neither Maryland Guarantor nor Operating Lessee shall make or approve any expenditures that are either not provided for in the Approved Annual Budget as approved or that would, in the aggregate, cause any line item in the Approved Annual Budget to be exceeded by Lender5% or more measured on an annual basis, other than expenditures for non-discretionary items and expenditures required to be made by reason of the occurrence of any emergency (i.e., an "Approved Annual Budget"). In the unexpected event that Lender objects threatens imminent harm to a proposed Annual Budget submitted by Borrower persons or an Operating Lessee, Lender shall advise Borrower of such objections within thirty (30) days after receipt thereof (and deliver to such party a reasonably detailed description of such objectionsproperty at the Property) and Borrower shall promptly revisewith respect to which it would be impracticable, under the circumstances, to obtain Lender’s prior consent thereto. For the avoidance of doubt, decreases made or cause Operating Lessee approved to revise, such Annual Budget and resubmit any line item in 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, 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 thatnot require Lender’s consent. Borrower and/or Operating Lessee shall deliver, such Approved or cause to be delivered, the 2011 Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expensesas soon as is practical.

Annual Budget. For (A) By November 1 of each Fiscal Year, AMR shall deliver to the partial year period commencing Owner a draft Annual Budget for the immediately following Fiscal Year, on the understanding that such Annual Budget shall be prepared using as a framework the financial and business projections delivered by AMR to the Owner on the execution date hereofof this Agreement, which will be updated 6 (six) months in advance of the Commencement Date and which are attached hereto as Exhibit “F-1”; in order for the Owner to review such draft Annual Budget and provide its comments to AMR. The Annual Budget shall include, among other items, estimates of: (i) additions to reserves; (ii) Gross Revenues; (iii) Operating Expenses; (iv) Capital Expenditures; and (v) Gross Operating Income. The Owner will have a term of 30 (thirty) Calendar Days, following the date of delivery by AMR, to review the draft Annual Budget and submit to AMR in writing its approval or its comments with respect thereto; on the understanding that the approval by the Owner may not be delayed or denied without cause. Upon expiration of the aforementioned term, if the Owner has not made any comments regarding the Annual Budget, it will be deemed that the Owner agrees with the document, and will be considered the Approved Annual Budget. In the event that the Owner agrees with the draft Annual Budget prepared by AXX, such draft Annual Budget will be deemed to be the Approved Annual Budget for each calendar year thereafterthe immediately following Fiscal Year. Otherwise, the Borrower Owner, within such term of 10 (ten) Business Days, shall submit send AMR its comments in writing so that AMR may make the adjustments it deems appropriate and prepare a new version of the draft Annual Budget, which will be sent to Lender the Owner as soon as possible. (B) The Parties agree to use their best efforts to reach agreement on the Annual Approved Budget by December 31 of the Fiscal Year preceding the Fiscal Year to which the Annual Approved Budget applies. (C) In the event that the Parties are unable to reach an agreement regarding the Annual Budget not later than sixty (60) days for any Fiscal Year prior to the commencement of such period or calendar year in form reasonably satisfactory to LenderFiscal Year, 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 AMR shall continue with the terms Operation of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, 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 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 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 Hotel in accordance with the process described Annual Approved Budget for the immediately preceding Fiscal Year, plus the increase in this subsection until the Lender approves Consumer Price Index (CPI) published by the Annual BudgetTreasury of the United States of America. Until such time that Lender approves a proposed Annual Budget, This document will be considered temporarily the most recently Approved Annual Budget shall apply; provided that, until such time as the Parties agree on the final content of the Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expensesfor the respective Fiscal Year under the terms of this Clause.

Annual Budget. For each Fiscal Year during such time as the partial year period commencing on the date hereofPre-Approved Manager Conditions are satisfied, and for each calendar year thereafter, the Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for informational purposes only for so long as no Trigger Period exists) (a) by December 31st of each year a preliminary Annual Budget 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 Period 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 Operating Lease remains in effectupdated Annual Budget for the Property, no later than five (5ii) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The preliminary Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, to Lender as provided above shall be subject to Lender's written approvalreview and comment and (iii) Borrower shall not exercise any approval rights relating to the Annual Budget (referred to as the "Yearly Budget" under the current Management Agreement) or any amendment or supplements thereto without the consent of Lender, which approval consent shall not be unreasonably delayed, withheld or conditioned or otherwise exercised in a manner that violates the Management Agreement of Current Manager or a Pre-Approved Manager. Final Annual Budgets (each and updates thereof) delivered to Lender (other than during the continuance of a Trigger Period or such Annual Budget time as the Pre-Approved Manager Conditions are not satisfied) or approved by Lender, Lender during the continuance of a Trigger Period or at such time as the Pre-Approved Manager Conditions are not satisfied. shall hereinafter be referred to as an "“Approved Annual Budget")”. In During the event that Lender objects to continuance of a proposed Annual Budget submitted by Borrower Trigger Period or an Operating Lesseesuch time as the Pre-Approved Manager Conditions are not satisfied, Lender shall advise Borrower of such objections within thirty (30) days after receipt thereof (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, such Annual Budget 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, 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 any Annual Budget has been approved by Lender approves a proposed Annual Budget(as provided above), the most recently provisions of Section 6.02(d) of the current Management Agreement shall apply with respect to unapproved portions of the Yearly Budget or if the current Management Agreement has been replaced, the prior Approved Annual Budget shall apply; provided that, apply for all purposes hereunder (with such Approved Annual Budget shall be adjusted adjustments as reasonably determined by Lender to reflect actual increases in real estate taxesTaxes, insurance premiums Insurance Premiums and utilities expenses). To the extent Lender has approval rights over an Annual Budget pursuant to this Section 4.9.5, Borrower shall not consent to any change or modification to an Annual Budget that has been approved by Lender without the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed. Borrower shall promptly advise Lender in the event that either Manager or Borrower submits a dispute regarding a "Yearly Budget" is submitted to arbitration pursuant to Section 22.17 of the Management Agreement.

Annual Budget. For the partial year period commencing on Prior to the date hereof, Borrower has submitted and Lender has approved an Annual Budget for each the 2017 calendar year thereafter, (the “Approved Initial Budget”). Borrower shall submit to Lender an by November 1 of each year the Annual Budget not later than sixty (60) days prior relating to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted Properties for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall be subject have the right to Lender's written approval, approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld (each such so long as no Event of Default is continuing). An Annual Budget as approved by LenderLender 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 that Lender objects to of 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 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 Transfer 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, or cause Operating Lessee to revise, Property 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 adjusted reduced as reasonably determined by Lender in consultation with Borrower in order to reflect actual increases the removal of such Property and the Operating Expenses associated therewith; provided that no such reduction shall be made in real estate taxesthe event such Transfer is made in connection with a Substitution. If Lender has the right to approve an Annual Budget pursuant to this Section 6.8.3, insurance premiums 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 utilities expensesCapital 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. For the partial year period commencing on the date hereofAs soon as available, and for each calendar year thereafter, the Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, an "Approved Annual Budget"). In the any 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 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 objections to such revised Annual Budget within ten (10) days after receipt prior to the beginning of each Fiscal Year, a budget for such Fiscal Year for ESCO and 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 such Fiscal Year for ESCO on a consolidated basis by giving Originator at least fifteen (and deliver 15) days written notice prior to Borrower a reasonably detailed description the requested effective date of such objections) and Borrower shall promptly revise, or cause Operating Lessee the requested revision 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, Requested revisions to the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted (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 to reflect actual increases the true and correctness thereof based upon the express assumptions stated therein. Annual Budget revision requests shall include projected statements of cash flows and projected statements of income and expenses on a monthly basis. The Annual Budget shall be deemed modified after ESCO receives Originator’s prior written consent to incorporate any such revisions consented to by Originator in real estate taxes, insurance premiums and utilities expensesconnection with any such quarterly review.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall submit has previously delivered to Lender an the Annual Budget not later than sixty (60covering both Operating Expenses and Capital Expenditures) for the Properties for the 2008 Fiscal Year. At least 15 days prior to the commencement of such period or calendar year in form reasonably satisfactory each subsequent Fiscal Year during the term of the Loan, Borrower shall deliver to Lender, or Lender for so long as informational purposes only an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower Annual Budget for the Properties prepared by an Operating Lessee pursuant to in good faith for the terms of an ensuing Fiscal Year (covering both Operating LeaseExpenses and Capital Expenditures) and, promptly after preparation thereof, any subsequent revisions thereto. The Operating Expense budget contained in such Annual Budget submitted for the calendar year in which a Trigger Event occursBudget, and for each calendar year thereafter during a Trigger Periodany revisions thereto, shall be subject to Lender's written approval’s approval during the continuance of an Event of Default (such Operating Expense budget, which approval shall not be unreasonably withheld (each 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 Operating Expense Budget”). The Capital Expenditure budget contained in such Annual Budget Budget, and any revisions thereto, shall be subject to Lender’s approval during the continuance of 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 by Lenderor deemed approved, an "is referred to herein as the “Approved Annual Capital Expenditure Budget” and, together with the Approved Annual Operating Expense Budget, the “Approved Annual Budget"”). In Notwithstanding the event that Lender objects foregoing, but subject to a proposed Section 3.8, any revision of the Annual Budget submitted by or Approved Annual Budget relating to the application of the Capital Expenditure Amount shall be subject to Lender’s reasonable approval at all times, provided, however, that if, at least 20 days prior to the effectiveness of any such revision, Borrower or shall deliver to Lender an Operating Lessee, Lender shall advise Borrower Officer’s Certificate setting forth the details of such objections within thirty (30) days revision and certifying that net projected cash flows of the relevant Property for the term of the Loan are expected to be greater after receipt thereof (and deliver giving effect to such party 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 description cash flow analysis in support thereof and shall be delivered to Lender in an envelope marked URGENT – LENDER’S ATTENTION REQUIRED WITHIN 20 DAYS), then Lender’s consent to such revision shall be deemed granted to the extent that Lender does not object to the accuracy of such objections) and Borrower shall promptly revisecash flow analysis, or cause Operating Lessee to reviserequest additional supporting material with respect thereto, such Annual Budget and resubmit the same to within 20 days of Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after ’s 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 adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expensesthereof.

Annual Budget. For Within 30 days following the partial year period commencing on commencement of each Fiscal Year during the date hereofterm of the Loan, and for each calendar year thereafter, the Borrower shall submit deliver to Lender, for informational purposes only, an Annual Budget for such Fiscal Year and, promptly after preparation thereof, any subsequent revisions to the Annual Budget. In addition, Borrower shall deliver to Lender an Annual Budget not later than sixty (60) for the then-current Fiscal Year within 30 days prior to after the commencement of such period any Trigger Period or calendar year Event of Default (provided that, 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 case of an Operating Lease. The Event of Default, the same has not been waived within such 30 day period), which Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, any revisions thereto shall be subject to Lender's written ’s approval, which approval shall not be unreasonably withheld (each such the Annual Budget Budget, as approved by Lenderso approved, an "the “Approved Annual Budget"”); provided, however, that Borrower shall not amend any Approved Annual Budget more than once in any 60-day period. For so long as Lender shall withhold its consent to any Annual Budget or any revisions thereto, the Annual Budget in effect prior to any such request for approval shall remain in effect. Without the 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 fail to respond to Borrower’s request to approve or disapprove any Annual Budget or expenditure that is not a Budgeted Operating Expenses within five Business Days of Lender’s receipt thereof, Borrower may deliver to Lender a second request for consent stating in bold and capitalized that “LENDER’S FAILURE TO RESPOND TO THE ENCLOSED REQUEST WITHIN TEN BUSINESS DAYS SHALL BE DEEMED LENDER’S APPROVAL.” In the event that Lender objects fails to a proposed Annual Budget submitted by Borrower approve or an Operating Lessee, Lender shall advise Borrower disapprove such request within ten Business Days of Lender’s receipt of such objections within thirty (30) days after receipt thereof (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revisesecond request, 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, 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 request shall be adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expensesdeemed approved.

Annual Budget. (a) For the partial year period ------------- commencing on the date hereof, and for each calendar year thereafter, the Borrower shall submit or cause Operating Lessees to submit to the Lender an Annual Budget not later than sixty (60) days prior to the commencement of 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 calendar year in which a Trigger Event occurs, the Anticipated Payment Date occurs and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, an "Approved Annual BudgetAPPROVED ANNUAL BUDGET"); provided, however, that, notwithstanding anything contained in this Section 2.3(h) to the contrary, the Annual Budget for the calendar year in which the Anticipated Payment Date occurs shall not be subject to Lender's written approval until and unless the Debt is not repaid in full on the Anticipated Payment Date. In the event that Lender objects to a proposed Annual Budget submitted by Borrower or an Operating LesseeLessees which requires Lender's approval, Lender shall advise Borrower and/or Operating Lessees of such objections within thirty (30) days after receipt thereof (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or shall cause Operating Lessee Lessees to 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 such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee Lessees 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 adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expenses.

Annual Budget. For Commencing with the partial budget for the calendar year period commencing on the date hereof, 2000 and for each calendar year thereafter, the Borrower shall submit to Lender Administrative Agent for Administrative Agent's written approval an annual budget (an "Annual Budget Budget") not later than sixty (60) days prior to December 20th of the commencement of such period or previous calendar year year, in form reasonably satisfactory to Lender, or Administrative Agent setting forth in reasonable detail budgeted monthly Operating Revenues and monthly Operating Expenses for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered the Project. Administrative Agent shall have the right to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The approve such Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject (such approval not to Lender's written approval, which approval shall not be unreasonably withheld (each or conditioned except during any period where Administrative Agent is taking action to remove the Manager, in which event Administrative Agent shall have the right to exercise such Annual Budget as approved by Lender, an "Approved Annual Budget"). In approval right in its sole discretion) and in the event that Lender Administrative Agent objects to a the proposed Annual Budget submitted by Borrower or an Operating LesseeBorrower, Lender Administrative Agent shall advise Borrower of such objections within thirty fifteen (30) days after receipt thereof (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (1015) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall within five (5) days after receipt of notice of any such objections revise such Annual Budget and resubmit the same to Administrative Agent. Administrative Agent shall advise Borrower of any objections to such revised Annual Budget (and deliver to Borrower a reasonably detailed description of such objections) within five (5) days after receipt thereof and Borrower shall promptly revise, or cause Operating Lessee to revise, revise the same in accordance with the process described foregoing procedures until the Administrative Agent approves (such approval not to be unreasonably withheld or conditioned except during any period where Administrative Agent is taking action to remove the Manager, in which event Administrative Agent shall have the right to exercise such approval right in its sole discretion) an Annual Budget; provided, however, that if Administrative Agent shall not advise Borrower of its objections to any proposed Annual Budget within the applicable time period set forth in this subsection until subsection, then such proposed Annual Budget shall be deemed approved by Administrative Agent (unless a Trigger Period exists, in which case the Lender approves the proposed Annual Budget shall be deemed disapproved). Each such Annual Budget approved by Administrative Agent in accordance with terms hereof shall hereinafter be referred to as an "Approved Annual Budget". Until such time that Lender approves Administrative Agent has approved a proposed Annual Budget, the most recently Approved Annual Budget shall apply; , provided that, that such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expensesexpenses and shall otherwise be adjusted to reflect any change during the preceding year in the Consumer Price Index.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall submit deliver to Lender an the Annual Budget not later than sixty (60) days prior to the commencement of such period or calendar year in form reasonably satisfactory to for 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 calendar year in which a Trigger Event occurs, ’s review and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld withheld, at least sixty (60) days prior the end of each such Annual Budget as approved by Fiscal Year, provided that Lender, an "Approved ’s approval shall not be required for Capital Expenditure line items in the Annual Budget"). Any such request for approval shall state in prominent bold-faced type that “YOUR RESPONSE TO THIS REQUEST FOR APPROVAL IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST.” In the event Lender fails to respond to such first request for approval, Borrower shall send Lender a second request for such approval, which second request shall state in prominent bold-faced type that “THIS IS A SECOND REQUEST FOR YOUR APPROVAL. YOUR RESPONSE TO THIS SECOND REQUEST FOR APPROVAL IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST. FAILURE TO RESPOND TO THIS REQUEST WITHIN FIVE (5) BUSINESS DAYS WILL BE DEEMED TO BE YOUR APPROVAL OF THE ANNUAL BUDGET REQUESTED IN THIS NOTICE.” In the event Lender objects 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 submitted is not approved or deemed approved by Borrower Lender with respect to any Individual Property on or an prior to the first day of a Fiscal Year, then the Annual Budget applicable to such Individual Property for the prior Fiscal Year shall continue as the Annual Budget with respect to such Individual Property, subject only to variation for (i) increases in actual Operating Lessee, Lender shall advise Borrower Expense line items not to exceed 20% of the amount of such objections within thirty (30) days after receipt thereof (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, such line item provided in the 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, 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 applyapproved by Lender for such Individual Property; provided that, such Approved Annual Budget shall be adjusted to reflect (ii) actual increases in real estate taxesImpositions; and (iii) changes in Capital Expenditure line items with respect to such Individual Property, insurance premiums until a new Annual Budget is approved by Lender for such Individual Property. Except as provided in this Section, neither Borrower nor Manager shall change or modify the Annual Budget without first providing a copy to Lender for its review and utilities expensesapproval.

Annual Budget. For the partial year period commencing on the date hereofeach Fiscal Year, and for each calendar year thereafter, the Borrower shall submit prepare or cause to be prepared and delivered to Lender for its approval, which shall not be unreasonably withheld, promptly upon its completion, an Annual Budget not later than sixty (60including all drafts of such Annual Budget and including all amendments and drafts of such amendments) days prior as it is prepared in respect of the Property for each Fiscal Year. In the event Borrower engages a third party Property Manager in accordance with the provisions of this Agreement to manage the Property, to the commencement extent the Borrower has the right to approve any Annual Budget or amendment to any Annual Budget under the Property Management Agreement pursuant to which such Property Manager is engaged or to the extent the Borrower has the right to approve or consent to any variance from the Annual Budget in excess of 5% of any line-item under such period Property Management Agreement, Borrower shall not approve any such Annual Budget or calendar year in form reasonably satisfactory any such amendment to any Annual Budget or approve or consent to any variance from such Annual Budget without the consent of Lender, or for so long as an Operating Lease remains in effect, no later than five which consent shall not be unreasonably withheld. Lender shall have fifteen (515) Business Days after a budget is delivered Lender’s receipt thereof to Borrower by an Operating Lessee pursuant to approve or disapprove any Annual Budget. If, at the terms expiration of an Operating Lease. The such fifteen (15) Business Day approval period, Lender has not either approved or disapproved the Annual Budget submitted for the calendar year in which a Trigger Event occursquestion, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, 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 reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, such Annual Budget and resubmit the same deliver a second notice to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget budget within ten five Business Days (105) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) second notice and Borrower shall promptly revise, or cause Operating Lessee revise and resubmit same to revise, the same Lender in accordance with the process described in this subsection Section until Lender has approved the Annual Budget in writing. Unless and until Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget, the most recently Approved new Annual Budget in writing, Borrower shall apply; provided that, such Approved continue to operate the Property in accordance with the then existing Annual Budget shall be adjusted to reflect actual with increases in real estate taxes, insurance premiums and utilities expensesexpenditures in an amount equal to the CPI.

Annual Budget. For The CID Board shall prepare, or cause to be prepared, a budget for capital and operating expenses for the partial District’s first fiscal year period commencing on and submit that budget to the date hereof, and for each calendar year thereafter, the Borrower shall submit to Lender an Annual Budget not later than City’s Director of Finance (“Finance Director”) within sixty (60) days after the date the City Council approves an ordinance to establish the District. For each subsequent fiscal year of the District, the CID Board shall prepare, or cause to be prepared, a budget for capital and operating expenses for the District’s upcoming fiscal year and, no earlier than one hundred eighty (180) days and no later than ninety (90) days prior to the commencement first day of such period or calendar year each fiscal year, shall submit a proposed budget to the Finance Director, for review and approval (the “Annual Budget”). Within a reasonable time after obtaining the Finance Director’s approval of the Annual Budget, the CID Board shall approve the same. If the Finance Director rejects the Annual Budget initially submitted by the CID Board within a reasonable time (not to exceed ten (10) business days), the Finance Director shall request, in form reasonably satisfactory writing, with written reasons for rejection of the Annual Budget, that the CID Board submit to Lender, or for so long as the Finance Director an Operating Lease remains in effect, no later than five (5) Business Days after a alternate budget. If an alternate budget is delivered to Borrower by an Operating Lessee pursuant requested, the CID Board shall submit the alternate budget to the terms of an Operating Lease. The Annual Budget submitted Finance Director, within ten (10) business days following the request, for the calendar year in which a Trigger Event occurs, Finance Director’s review and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, an "Approved Annual Budget"). In the event that Lender objects the alternate budget is also rejected by the Finance Director within a reasonable time (not 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 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 objections to such revised Annual Budget within exceed 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 revisebusiness days), the same Finance Director shall submit to the District written reasons for the rejection of the alternate budget along with a budget that meets the City’s approval (the “City’s Proposed Budget”) for the CID Board’s review and approval. In the event that the City-Proposed Budget is not acceptable to the CID Board, then the immediately preceding year’s approved Annual Budget, adjusted for inflation by a factor of the most current Consumer Price Index (CPI) for each expense category identified therein, which the City’s Finance Director shall verify and approve, shall be deemed to be the approved Annual Budget for the then upcoming fiscal year. Each Annual Budget for the District shall be prepared 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 Budgetall applicable state statutes including Section 67.010 RSMo, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expensesas amended.

Annual Budget. For (a) Not less than 60 days prior to the partial year period commencing on end of each Fiscal Year, Xxxxxxxx will deliver to Lender a detailed comparative budget (the date hereof“Budget”) for the Property for the then current and succeeding Fiscal Year showing anticipated Rents and Operating Expenses, including projected capital and tenant improvement costs, and any other information Lender requests; and (b) Following the occurrence of an Event of Default and/or in the event the Debt Service Coverage Ratio as determined by Lender (based on a 30 year amortization schedule) shall at any time decline below 1.10 : 1.00 for each a period of three (3) consecutive calendar year thereaftermonths, the Borrower shall submit to Lender an Annual Budget not later than (within sixty (60) days of Lender’s notice to Borrower of such Event of Default or such decline in the Debt Service Coverage Ratio) deliver to Lender for Lender’s review and approval a lease rollover schedule for the current and subsequent two Fiscal Years, a marketing plan (if applicable), and a leasing plan (collectively, the “Leasing Plan”) for the Property, which shall include projected market rents, a marketing plan and projections for rollover spaces, vacancies, leasing commissions, tenant improvement costs and other capital costs in the Property. Additionally, from and after the date of delivery of the initial Leasing Plan, not less than 60 days prior to the commencement end of such period each Fiscal Year, Borrower shall deliver to Lender for Xxxxxx’s review and approval an updated Leasing Plan for the subsequent two Fiscal Years. (c) Without limiting the foregoing or calendar year any other provisions set forth herein and in the other Loan Documents, (i) during any Low DSCR Period, Borrower shall submit a monthly leasing report to Lender in form reasonably satisfactory and substance acceptable to Lender detailing all leasing activity in connection with the Property and (ii) during an Event of Default Borrower shall deliver to Lender a monthly update to the Leasing Report for Xxxxxx’s review and approval. (d) Borrower waives any defense or right of offset to the Obligations, and any claim or counterclaim against Lender, arising out of any discussions between Borrower and Lender regarding any Budget or revised Budget delivered to Lender, including any defense, right of offset, claim or for so long as an Operating Lease remains counterclaim alleging in effectsubstance, no later than five (5) Business Days after a budget is delivered to Borrower that by an Operating Lessee pursuant to the terms virtue of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurssuch delivery, and for each calendar year thereafter during a Trigger Perioddiscussions or resolution, shall be subject to Lender's written approvalLender has interfered with, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, an "Approved Annual Budget"). In the event that Lender objects to a proposed Annual Budget submitted by influenced or controlled 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 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 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, operations at 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 adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expensesProperty.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the (a) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender an Annual Budget not later than sixty (60) days prior to by November 30th of each year during the commencement of such period or calendar year in form reasonably satisfactory to Term, for approval by 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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld withheld, conditioned or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the “Annual Budget”, and each Annual Budget approved by Lender is referred to herein as the “Approved Annual Budget”), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist 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 a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual Budget as has been approved by LenderLender (or deemed approved), an "such operating expense budget shall be referred to herein as the “Approved Annual Operating Budget"”). In the event that Lender objects to ; and (ii) a proposed Annual Budget submitted by Borrower or an Operating LesseeCapital Expense budget showing, Lender shall advise Borrower on a month-by-month basis, in reasonable detail, each line item of such objections within thirty (30) days after receipt thereof anticipated Capital Expenses (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, once such Annual Budget and resubmit has been approved by Lender (or deemed approved by Lender pursuant to the same terms of Section 6.3.6 hereof), such Capital Expense budget shall be referred 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, or cause Operating Lessee to revise, herein as the same in accordance with the process described in this subsection until the Lender approves the Annual “Approved Capital Expense Budget”). Until such time that Lender approves a proposed any Annual BudgetBudget has been approved by Lender, the most recently prior Approved Annual Budget shall apply; provided that, apply for all purposes hereunder (with such Approved adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)). In no event will Lender or Servicer be permitted to charge a fee in connection with Lender’s or Servicer’s review of an Annual Budget. (b) Lender’s failure to deny any written request by Borrower for Lender’s approval of the Annual Budget required under this Section 6.3.6 shall be adjusted deemed to reflect actual increases constitute Lender’s consent to such Annual Budget provided Borrower has sent written request to Lender as provided in real estate taxesthe following sentence and Lender has failed to respond to each of the notices required therein in the time-frame specified therein. In order to comply with the foregoing notice requirements to obtain Lender’s deemed approval of the Annual Budget, insurance premiums Borrower shall provide a copy of such Annual Budget together with a written notice sent in accordance with Section 6.1 hereof to Lender marked “PRIORITY” and utilities expensesshall conspicuously state in 14 point or larger bold type “PURSUANT TO SECTION 6.3.6 OF THE LOAN AGREEMENT, THIS IS BORROWER’S FIRST NOTICE OF REQUEST FOR APPROVAL OF THE ANNUAL BUDGET HEREIN PROVIDED. IF LENDER DOES NOT DECLINE APPROVAL IN WRITING OR REQUEST ADDITIONAL INFORMATION IN WRITING WITHIN THIRTY (30) DAYS OF ITS RECEIPT OF THIS LETTER THE ANNUAL BUDGET SHALL BE DEEMED APPROVED” and if Lender has failed to so respond by the twentieth (20) day, Borrower shall send a second notice also marked “PRIORITY” and conspicuously stating in 14 point or larger bold type “PURSUANT TO SECTION 6.3.6 OF THE LOAN AGREEMENT, THIS IS BORROWER’S SECOND AND FINAL NOTICE OF REQUEST FOR APPROVAL OF THE ANNUAL BUDGET HEREIN PROVIDED. IF LENDER DOES NOT DECLINE APPROVAL IN WRITING OR REQUEST ADDITIONAL INFORMATION IN WRITING WITHIN TEN (10) DAYS OF ITS RECEIPT OF THIS LETTER THE ANNUAL BUDGET SHALL BE DEEMED APPROVED.”

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender an Annual Budget not later than sixty within thirty (6030) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower Cash Management Period and by an Operating Lessee pursuant to the terms November 30th of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Periodthe Term until such Cash Management Period has ended, shall be subject to for approval by Lender's written approval, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the “Annual Budget”, and each such Annual Budget approved (or deemed approved pursuant to the terms of this Section 6.3.6) by Lender is referred to herein as approved by Lender, an "the “Approved Annual Budget"”)), and, promptly after preparation thereof, any revisions to such Annual Budget. In the event that Lender objects Lender’s failure to a proposed approve or disapprove any Annual Budget submitted by Borrower or an Operating Lessee, Lender shall advise Borrower of such objections 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 deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, 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 resubmit the same to Lender. Lender shall advise Borrower (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of any objections to anticipated Capital Expenses (and once such revised Annual Budget within ten has been approved (10or deemed approved pursuant to the terms of this Section 6.3.6) days after receipt thereof (and deliver by Lender, such Capital Expense budget shall be referred to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, herein as the same in accordance with the process described in this subsection until the Lender approves the Annual “Approved Capital Budget”). Until such time that Lender approves a proposed any Annual BudgetBudget has been approved (or deemed to have been approved) by Lender, the most recently prior Approved Annual Budget shall apply; provided that, apply for all purposes hereunder (with such Approved Annual Budget shall be adjusted to reflect actual adjustments as reasonably determined by Lender (including increases in real estate taxes, insurance premiums and utilities for any non-discretionary expenses)).

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall (or shall cause Senior Borrower to) submit to Lender an on the Closing Date the Annual Budget not later than sixty for the current Fiscal Year. Thereafter, Borrower shall (60or shall cause Senior Borrower to) days prior submit to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or Lender (for informational purposes only so long as an Operating Lease remains in effect, no later than five (5Trigger Period has occurred and is continuing) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to December 1 of each year the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall be subject have the right to Lender's written approval, approve each Annual Budget (which approval shall not be unreasonably 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 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 and (iii) Permitted Leasing Expenses, are deemed to be approved in any Annual Budget submitted for Lender’s approval as required in this subsection). Annual Budgets delivered to Lender (other than during the continuance of a Trigger Period) or approved by Lender (during the continuance of a Trigger Period) shall hereinafter be referred to as an “Approved Annual Budget”. During the continuance of a Trigger Period, until such time that any Annual Budget has been approved by Lender, 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 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 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 then-current Approved Annual Budget with the Permitted Budget Variances therefrom shall apply; provided thatapply for all purposes hereunder. During the continuance of a Trigger Period, such Approved 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 approval shall not be adjusted to reflect actual increases in real estate taxesunreasonably withheld, insurance premiums and utilities expensesconditioned or delayed so long as no Event of Default then exists) an updated Annual Budget.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall submit (or cause Owner to submit) to Lender an by November 1 of each year the Annual Budget for the succeeding Fiscal Year. During the continuance of a Trigger Period (as defined in the Senior Loan Agreement), Lender may require, on a quarterly basis, an updated Annual Budget. Lender shall have the right to approve each Annual Budget delivered (which approval shall not later than sixty (60) days prior to the commencement of such period be unreasonably withheld, conditioned or calendar year in form reasonably satisfactory to Lender, or for delayed so long as no Event of Default is continuing). Annual Budgets approved (or deemed approved) by Lender shall hereinafter be referred to 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“Approved Annual Budget”. The Until such time that any Annual Budget submitted has been approved (or deemed approved) by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender to reflect actual increases in Taxes, Insurance Premiums and utilities expenses). Borrower shall not (and shall not permit Owner to) change or modify the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Annual Budget that has been approved (or deemed approved) by Lender without the prior written consent of Lender's written approval, which approval shall not be unreasonably withheld withheld, conditioned or delayed. Provided no Event of Default is continuing, whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.9.5, Lender’s consent shall be deemed given only if: (each i) the first correspondence from Borrower to Lender requesting such Annual Budget as approved approval or consent is in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE MEZZANINE LOAN BY GERMAN AMERICAN CAPITAL CORPORATION AND BANK OF AMERICA, N.A. TO WWP MEZZ, LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN TWENTY (20) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, and is accompanied by Lenderthe information and documents required above, an "Approved Annual Budget"). In and any other information reasonably requested by Lender in writing prior to the event that Lender objects to a proposed Annual Budget submitted by Borrower or an Operating Lessee, Lender shall advise Borrower expiration of such objections within thirty twenty (3020) days after receipt thereof (and deliver Business Day period in order to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, such Annual Budget and resubmit adequately review 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, 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 applyhas been delivered; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expenses.and

Annual Budget. For each Fiscal Year during the partial year period commencing on the date hereofcontinuance of a Trigger Event and upon Administrative Agent’s request, and for each calendar year thereafter, the Borrower shall submit to Lender an Annual Budget Administrative Agent not later than sixty thirty (6030) days prior to the commencement of such period or calendar year Fiscal Year in form reasonably satisfactory to Lender, or for so long as Administrative Agent 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 LeaseAnnual Budget. The Each such Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, such Fiscal Year shall be subject to Lender's written Administrative Agent’s approval, which approval shall not be unreasonably withheld or delayed (each such Annual Budget as approved by LenderBudget, an "“Approved Annual Budget"”). In the event that Lender Administrative Agent reasonably objects to a proposed Annual Budget submitted by Borrower or an Operating LesseeBorrower, Lender Administrative Agent shall advise Borrower of such objections within thirty fifteen (3015) days after receipt thereof (and deliver to such party Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, revise such Annual Budget and resubmit the same to LenderAdministrative Agent. Lender Administrative Agent 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, or cause Operating Lessee to revise, revise the same in accordance with the process described in this subsection until the Lender Administrative Agent approves the Annual BudgetBudget provided that Administrative Agent’s failure to object to any Annual Budget within the applicable time set forth in this Section shall be deemed to be approval of same. Until such time that Lender Administrative Agent approves or is deemed to have approved 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 real estate taxesTaxes, insurance premiums Insurance Premiums and utilities expenses. The Annual Budget in effect upon the occurrence of a Trigger Event shall be deemed to be an Approved Annual Budget.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall submit to Lender an on the Closing Date the Annual Budget not later than sixty for the current Fiscal Year. Thereafter, Borrower shall submit to Lender (60) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for informational purposes only so long as an Operating Lease remains in effect, no later than five (5Trigger Period has occurred and is continuing) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to December 1 of each year the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall be subject have the right to Lender's written approval, approve each Annual Budget (which approval shall not be unreasonably 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 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 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 for Lender’s approval as required in this subsection). Annual Budgets delivered to Lender (other than during the continuance of a Trigger Period) or approved by Lender (during the continuance of a Trigger Period) shall hereinafter be referred to as an “Approved Annual Budget”. During the continuance of a Trigger Period, until such time that any Annual Budget has been approved by Lender, 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 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 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 then-current Approved Annual Budget with the Permitted Budget Variances therefrom shall apply; provided thatapply for all purposes hereunder. During the continuance of a Trigger Period, such Approved 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 approval shall not be adjusted to reflect actual increases in real estate taxesunreasonably withheld, insurance premiums and utilities expensesconditioned or delayed so long as no Event of Default then exists) an updated Annual Budget.

Annual Budget. For (a) Prior to the partial year period commencing on Closing Date, Borrower has provided to Lender, for informational purposes, an Annual Budget for the date hereof2017 Fiscal Year. Provided no Trigger Period has occurred and is continuing, and for each calendar year thereafter, the Borrower shall submit provide to Lender, for informational purposes, no later than thirty (30) days following the end of the prior Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) the Annual Budget for the current Fiscal Year; provided, however, that, if any Trigger Period commences, Borrower shall deliver to Lender an Annual Budget not later than sixty for Lender’s review and approval (60) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lenderwithheld, an "Approved Annual Budget"conditioned or delayed, subject to the provisions of Section 4.9.5(b). 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 reasonably detailed description of the commencement of such objections) and Borrower shall promptly reviseTrigger Period. During the continuance of a Trigger Period, or cause Operating Lessee to revise, such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections have the right 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 approve each Annual Budget, including extraordinary operating expenses and Capital Expenditures (which approval shall not be unreasonably withheld, conditioned or delayed, subject to the provisions of Section 4.9.5(b)). Until Annual Budgets delivered to Lender (other than during the continuance of a Trigger Period) or approved by Lender during the continuance of a Trigger Period shall 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”. During the continuance of a Trigger Period, until such time that Lender approves a proposed any Annual BudgetBudget has been approved by Lender, the most recently prior Approved Annual Budget shall apply; provided that, apply for all purposes hereunder (with such Approved Annual Budget shall be adjusted adjustments as necessary to reflect actual increases in real estate taxesTaxes, insurance premiums Insurance Premiums, utilities expenses and utilities expensesother non-discretionary items). During the continuance of a Trigger Period, subject to the immediately previous sentence, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed, subject to the provisions of Section 4.9.5(b)). (b) 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’s consent and approval shall be deemed given if: (i) the first correspondence from Borrower to Lender requesting such approval or consent contains a bold-faced, conspicuous legend at the top of the first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY LENDER TO 731 OFFICE ONE LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN FIVE (5) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, and is accompanied by such information and documents as Borrower believes in good faith are reasonably required for Lender to adequately evaluate such request and as requested by Lender in writing prior to the expiration of such five (5) Business Day period; and (ii) if Lender fails to respond to or to deny such request for approval or consent in writing within such five (5) Business Day period, a second notice requesting approval is delivered to Lender from Borrower containing a bold-faced, conspicuous legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY LENDER TO 731 OFFICE ONE LLC. FAILURE TO APPROVE OR DENY THIS REQUEST IN WRITING WITHIN FIVE (5) BUSINESS DAYS WILL RESULT IN YOUR APPROVAL BEING DEEMED GRANTED”, and is accompanied by such information and documents as Borrower believes in good faith are reasonably required for Lender to adequately evaluate such request and as requested by Lender in writing prior to the expiration of such five (5) Business Day period, and Lender fails to either approve or deny (and, in the case of a denial, stating the grounds therefor in reasonable detail) such request for approval or consent within such second five (5) Business Day period.

Annual Budget. For the partial year period commencing on On the date hereof, and for each calendar year thereafter, the hereof Borrower shall submit has delivered to Lender an Annual Approved Operating Budget not later than sixty (60as defined below) days prior and an Approved Capital Budget (as defined below). On or about May 1, 2005 and thereafter, by November 30th of each year during the Term, Borrower shall prepare and submit (or shall cause Manager to the commencement of such period or calendar year in form reasonably satisfactory prepare and submit) 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 approval by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld withheld, conditioned or delayed, a proposed pro forma operating expense budget for the Property for the succeeding calendar year (or, with respect to the budgets delivered on or about May 1, 2005, the remainder of the 2005 calendar year). In addition by November 30th of each such Annual Budget as approved year during the Term, Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender, for approval by Lender, an "which approval shall not be unreasonably withheld, conditioned or delayed, a proposed pro forma Capital Expense budget for the Property for the succeeding calendar year (such operating expenses budget and Capital Expense budget, hereinafter referred to as, the “Annual Budget”, and each Annual Budget approved (or deemed approved pursuant to the terms of this Section 6.3.6) by Lender is referred to herein as the “Approved Annual Budget"”)), and, promptly after preparation thereof, any revisions to such Annual Budget. In the event that Lender objects Lender’s failure to a proposed approve or disapprove any Annual Budget submitted by Borrower or an Operating Lessee, Lender shall advise Borrower of such objections 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 deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, 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 resubmit the same to Lender. Lender shall advise Borrower (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of any objections to anticipated Capital Expenses (and once such revised Annual Budget within ten has been approved (10or deemed approved pursuant to the terms of this Section 6.3.6) days after receipt thereof (and deliver by Lender, such Capital Expense budget shall be referred to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, herein as the same in accordance with the process described in this subsection until the Lender approves the Annual “Approved Capital Budget”). Until such time that Lender approves a proposed any Annual BudgetBudget has been approved (or deemed to have been approved) by Lender, the most recently prior Approved Annual Budget shall apply; provided thatapply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)). The Approved Operating Budget and the Approved Capital Budget delivered to Lender as of the date hereof shall remain effective until Borrower has prepared and submitted, such Approved Annual Budget shall be adjusted and Lender has approved (or Table of Contents deemed to reflect actual increases in real estate taxeshave approved), insurance premiums and utilities expensesa proposed pro forma budget for the Property for the remainder of the 2005 calendar year, as contemplated above.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender an Annual Budget not later than sixty within thirty (6030) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower Cash Management Period and by an Operating Lessee pursuant to the terms November 30th of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Periodthe Term until such Cash Management Period has ended, shall be subject to for approval by Lender's written approval, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved (or deemed approved pursuant to the terms of this Section 28(h)) by Lender is referred to herein as the "APPROVED ANNUAL BUDGET"), and, promptly after preparation thereof, any revisions to such Annual Budget. Lender's failure to approve or disapprove any Annual Budget or revision within 30 days after Lender's receipt thereof shall be deemed to constitute Lender's approval thereof. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of 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 as has been approved (or deemed approved pursuant to the terms of this Section 28(h)) by Lender, an such operating expense budget shall be referred to herein as the "Approved Annual BudgetAPPROVED OPERATING BUDGET"). In the event that Lender objects to , and (ii) a proposed Annual Budget submitted by Borrower or an Operating LesseeCapital Expense budget showing, Lender shall advise Borrower on a month-by-month basis, in reasonable detail, each line item of such objections within thirty (30) days after receipt thereof anticipated Capital Expenses (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, once such Annual Budget and resubmit has been approved (or deemed approved pursuant to the same terms of this Section 28(h)) by Lender, such Capital Expense budget shall be referred 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, or cause Operating Lessee to revise, herein as the same in accordance with the process described in this subsection until the Lender approves the Annual Budget"APPROVED CAPITAL BUDGET"). Until such time that Lender approves a proposed any Annual BudgetBudget has been approved (or deemed to have been approved pursuant to the terms of this Section 28(h)) by Lender, the most recently prior Approved Annual Budget shall apply; provided that, apply for all purposes hereunder (with such Approved Annual Budget shall be adjusted to reflect actual adjustments as reasonably determined by Lender (including increases in real estate taxes, insurance premiums and utilities for any non-discretionary expenses).

Annual Budget. For At least fifteen (15) days prior to the partial year period commencing on the date hereofcommencement of each Fiscal Year, Borrower and for each calendar year thereafter, the Borrower Maryland Owner shall submit deliver to Lender an the Annual Budget for informational purposes or, if the Annual Budget has not later than sixty yet been adopted the then most current draft, which shall be superseded upon Borrower’s adoption of the Annual Budget; provided, however, that, upon the occurrence and during the continuance of a Cash Sweep Event, Borrower and Maryland Owner shall deliver to Lender the Annual Budget for Lender’s review and approval of the discretionary items contained therein at least thirty (6030) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five Fiscal Year (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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such withheld, conditioned or delayed). The Annual Budget submitted pursuant to this Section 11.2.4 and, if required pursuant hereto as a result of a Cash Sweep Event, approved by Lender, an "for any calendar year shall herein be referred to as the “Approved Annual Budget")”. During the continuance of a Cash Sweep Event, neither Borrower, Maryland Owner nor Manager shall materially change or modify the Approved Annual Budget without first obtaining the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned. If Borrower and/or Maryland Owner shall fail to deliver the Annual Budget and/or obtain Lender’s approval if required pursuant to this Section 11.2.4 because of the continuance of a Cash Sweep Event, the Approved Annual Budget for the preceding calendar year, as increased by any actual increase in non-discretionary expenses, shall constitute the Approved Annual Budget for the then applicable Fiscal Year until Borrower and Maryland Owner submit a new Annual Budget and, if applicable, obtains Lender’s approval thereof, for such Fiscal Year as required pursuant to this Section 11.2.4. Each request for approval under this Section 11.2.4 shall contain a legend in capitalized bold letters on the top of the first page stating: “THIS IS A REQUEST FOR LENDER’S APPROVAL. LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S APPROVAL BEING DEEMED TO HAVE BEEN GRANTED.” In the event that Lender objects fails to grant or withhold its approval to such request within such ten (10) Business Day period, then Lender’s approval shall be deemed to have been granted. Any disapproval of a proposed Annual Budget 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 be accompanied with Lender’s reasonably detailed description explanation 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 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 adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expensesreasons therefor.

Annual Budget. For Simultaneously with the partial year execution of this Agreement for the period commencing on the date hereofhereof and ending on December 31, 1997, and thereafter for each calendar year thereafteryear, the Borrower Company shall submit to Lender PAT, xxr PAT's written approval, an annual budget, broken down on a month-by-month basis (an "Annual Budget Operating Budget") for the Company not later than sixty (60) days prior November 30th of each calendar year, provided, that the Managing Member shall use good faith efforts to provide the commencement Annual Operating Budget for the initial fiscal year of the Company to PAT xx the end of the first quarter of such period or calendar year initial fiscal year, in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains PAT xxxting forth 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 reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the calendar year in which a Trigger Event occursProperty. Each Annual Operating Budget shall contain, among other things, limitations on management fees, third party service fees, and other expenses as the Company may reasonably determine and shall include a separate statement comparing Affiliated Party Expense, and management fees for each calendar year thereafter during a Trigger Period, shall be subject such period to Lender's written approval, which approval shall not be unreasonably withheld (each amounts paid with respect thereto for the previous fiscal year. PAT xxxll have the right to reasonably approve such Annual Operating Budget as approved by Lenderand, an "Approved Annual Budget"). In in the event that Lender objects PAT xxxects to a the proposed Annual Operating Budget submitted by Borrower or an Operating Lesseethe Company, Lender shall PAT xxxll advise Borrower the Company of such objections within thirty twenty (3020) days after receipt thereof (and deliver to such party the Company a reasonably detailed description of such objectionsobjection) and Borrower the Company shall promptly revise, or cause Operating Lessee to revise, revise such Annual Operating Budget and resubmit the same to LenderPAT. Lender shall XAT xxxll advise Borrower the Company of any objections to such revised Annual Operating Budget within ten (10) days after receipt thereof (and deliver to Borrower the Company a reasonably detailed description of such objectionsobjection) and Borrower the Company shall promptly revise, or cause Operating Lessee to revise, revise the same in accordance with the process described in this subsection sentence until PAT xxxroves an Annual Operating Budget; provided that if the proposed Annual Operating Budget is not finalized on or prior to the date on which such Annual Operating Budget is required to be submitted to the Lender approves pursuant to the terms of the Loan Documents (and the Company and PAT xxxe acted in good faith to resolve any disputes they have with respect to such Annual Operating Budget in accordance with Section 10.16, then the Company shall submit its original Annual Operating Budget to the Lender for informational purposes under the Loan Documents. Each such Annual Operating Budget approved by PAT xx accordance with terms hereof shall hereinafter be referred to as an "Approved Annual Operating Budget. ." Until such time that Lender approves PAT xxxroves a proposed Annual Operating Budget, the most recently Approved Annual Operating Budget shall apply; provided that, such Approved Annual Operating Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expensesexpenses and increases in revenues.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender an Annual Budget not later than sixty within thirty (6030) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower Cash Management Period and by an Operating Lessee pursuant to the terms November 30"' of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Periodthe Term until such Cash Management Period has ended, shall be subject to for approval by Lender's written approval, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved (or deemed approved pursuant to the terms of this Section 28(h)) by Lender is referred to herein as the "APPROVED ANNUAL BUDGET"), and, promptly after preparation thereof, any revisions to such Annual Budget. Lender's failure to approve or disapprove any Annual Budget or revision within 30 days after Lender's receipt thereof shall be deemed to constitute Lender's approval thereof The Annual Budget shall consist of (i) an operating expense budget showing, on a month-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 as has been approved (or deemed approved pursuant to the terms of this Section 28(h)) by Lender, an such operating expense budget shall be referred to herein as the "Approved 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 BudgetBudget 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 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 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 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 UNTIL such time that Lender approves a proposed any Annual BudgetBudget has been approved (or deemed to have been approved pursuant to the terms of this Section 28(h)) by Lender, the most recently prior Approved Annual Budget shall apply; provided that, apply for all purposes hereunder (with such Approved Annual Budget shall be adjusted to reflect actual adjustments as reasonably determined by Lender (including increases in real estate taxes, insurance premiums and utilities for any non-discretionary expenses).

Annual Budget. For (a) Prior to the partial year period commencing on beginning of the date hereoffiscal year, and for each calendar year thereafter, the Borrower Manager shall submit to Lender Owner, for Owner’s approval, a proposed annual budget, which shall include both an operating budget and capital expenditures budget for all of the Managed Facilities (the “Annual Budget”) for the ensuing fiscal year. Capital expenditures included in the Annual Budget shall cover Capital Replacements as described in Section 5.10. Owner’s approval of the Annual Budget shall not later than sixty be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (6015) days prior to after submission thereof. Manager shall revise the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occursfrom time to time to reflect any unpredicted significant changes, and for each calendar year thereafter during a Trigger Period, variables or events or to include significant additional unanticipated items of income or expense. Any such revision shall be subject submitted to Lender's written Owner for approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved and shall be deemed given unless a specific written objection thereto is delivered by Lender, an "Approved Annual Budget"). In the event that Lender objects Owner 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 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 objections to such revised Annual Budget Manager within ten (10) days after receipt thereof submission thereof. Upon request of Owner, Manager shall provide Owner with any data and information (reasonably requested by Owner) utilized in preparing the Annual Budget or any revisions thereto. Material unbudgeted or unforecasted expense and deliver to Borrower a reasonably detailed description capital expenditures unforeseen at the time 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 preparation of the Annual Budget, as reasonably deemed necessary by Manager, shall be presented to Owner for approval. Until such time Manager shall not be deemed to have made any guarantee, warranty or representation whatsoever in connection with the Annual Budget, and Owner acknowledges that Lender approves each Annual Budget furnished pursuant to this Agreement is intended only to be a reasonable estimate of operating income and expenses. (b) In the event Owner shall disapprove or raise any objections to the proposed Annual Budget, and Owner and Manager are unable to resolve the most recently Approved disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the aggregate amount of revenues, expenses and capital expenditures reflected in the Annual Budget for the preceding fiscal year, plus an amount equal to such Annual Budget multiplied by the increase in the Consumer Price Index for the preceding fiscal year, shall be deemed to be the amount of revenues and expenses and capital expenditures approved by both parties for the new Annual Budget until such time as a new Annual Budget has been approved. (c) The Annual Budget shall apply; provided thatprovide that Owner shall receive targeted monthly disbursements of the net income as calculated in accordance with GAAP from the operation of the Facility in the amount of Fifty Thousand Dollars ($50,000.00) per month (in the aggregate for all of the Managed Facilities) or in such amount as Manager and Owner may otherwise agree, but only if such Approved Annual Budget disbursements do not cause the Facility to be unable to satisfy their obligations and liabilities as the same shall become due and payable in the ordinary course of business. At the end of each year of the Initial Term or any Renewal Term, Owner and Manager shall conduct a reconciliation to disburse all remaining net income as calculated in accordance with GAAP from the operation of the Managed Facilities to Owner, with the understanding that the Owner will leave sufficient working capital available, as may be adjusted to reflect actual increases in real estate taxes, insurance premiums determined by Owner and utilities expensesManager.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the (a) Each Borrower shall prepare and submit (or shall cause Property Manager to Lender an Annual Budget not later than sixty (60prepare and submit) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effectby December 31st of each year during the Term, no later than five (5) Business Days after a budget is delivered for the Property owned by such Borrower for the succeeding calendar year and, promptly after preparation thereof, any revisions to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The such Annual Budget submitted for (such budget and any revisions being the calendar year in which “Annual Budget”). Upon the occurrence and during the continuance of a Trigger Event occurs, and for each calendar year thereafter during a Trigger Cash Management Period, such Annual Budget shall be subject to the approval of Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, an "Approved Annual Budget")or delayed. In the event that Lender objects to a proposed Each Annual Budget submitted by such Borrower while no Cash Management Period is continuing or an Operating Lesseeapproved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender during the continuance of a Cash Management Period and approved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender is referred to herein as the “Approved Annual Budget”. Provided no Event of Default is continuing, Lender shall advise Borrower of such objections 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 deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, once such Annual Budget has , so long as no Cash Management Period is continuing, been submitted to Lender or, during a Cash Management Period been approved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender, such operating expense budget shall be referred to herein as the “Approved Operating Budget”), and resubmit the same to Lender. Lender shall advise Borrower (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of any objections to anticipated Capital Expenses (and once such revised Annual Budget within ten has , so long as no Cash Management Period is continuing, been submitted to Lender or, during a Cash Management Period been approved (10or deemed approved pursuant to the terms of this Section 6.3.5) days after receipt thereof (and deliver by Lender, such Capital Expense budget shall be referred to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, herein as the same in accordance with the process described in this subsection until the Lender approves the Annual “Approved Capital Budget”). Until such time that Lender approves a proposed any Annual BudgetBudget has been approved (or deemed to have been approved) by Lender, the most recently prior Approved Annual Budget shall apply; apply for all purposes hereunder (with such adjustments for Approved Operating Expenses not otherwise contained in such Approved Operating Budget and as otherwise reasonably determined by Lender (including increases for any non-discretionary expenses)). (b) Provided no Event of Default is continuing, Lender’s failure to deny any written request by such Borrower for Lender’s approval of the Annual Budget required under this Section 6.3.5 shall be deemed to constitute Lender’s consent to such Annual Budget provided thatsuch Borrower has sent written request to Lender as provided in the following sentence and Lender has failed to respond to each of the notices required therein in the time-frame specified therein. In order to comply with the foregoing notice requirements to obtain Lender’s deemed approval of the Annual Budget, Borrower shall provide a copy of such Annual Budget together with a written notice sent in accordance with Section 6.1 hereof to Lender marked “PRIORITY” and shall conspicuously state in 14 point or larger bold type “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER SECTION 6.3.5 OF THE LOAN AGREEMENT, DATED AS OF DATED AS OF APRIL 13, 2018, AND ENTERED INTO IN CONNECTION WITH THE LOAN MADE TO ARCNYC400E67, LLC, ET AL. THIS IS BORROWER’S FIRST NOTICE OF REQUEST FOR APPROVAL OF THE ANNUAL BUDGET HEREIN PROVIDED. IF LENDER DOES NOT DECLINE APPROVAL IN WRITING OR REQUEST ADDITIONAL INFORMATION IN WRITING WITHIN THIRTY (30) DAYS OF ITS RECEIPT OF THIS LETTER THE ANNUAL BUDGET SHALL BE DEEMED APPROVED” and if Lender has failed to so respond by the fifteenth (15th) day, such Approved Annual Budget Borrower shall be adjusted to reflect actual increases send a second notice also marked “PRIORITY” and conspicuously stating in real estate taxes14 point or larger bold type “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER SECTION 6.3.5 OF THE LOAN AGREEMENT, insurance premiums and utilities expensesDATED AS OF DATED AS OF APRIL 13, 2018, AND ENTERED INTO IN CONNECTION WITH THE LOAN MADE TO ARCNYC400E67, LLC, ET AL. THIS IS BORROWER’S SECOND AND FINAL NOTICE OF REQUEST FOR APPROVAL OF THE ANNUAL BUDGET HEREIN PROVIDED. IF LENDER DOES NOT DECLINE APPROVAL IN WRITING OR REQUEST ADDITIONAL INFORMATION IN WRITING WITHIN FIFTEEN (15) DAYS OF ITS RECEIPT OF THIS LETTER THE ANNUAL BUDGET SHALL BE DEEMED APPROVED.”

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the (a) Borrower shall submit (or cause Owner to submit) to Lender by December 31 of each year the Annual Budget 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 not later than sixty (60) days prior 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 commencement Properties. During the continuance 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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a any Trigger Period, Lender shall be subject have the right to Lender's written approval, approve each Annual Budget (which approval shall not be unreasonably withheld (each 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). 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 “Approved Annual Budget”. During the continuance of a Trigger Period, until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with 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 unreasonably withheld, conditioned or delayed so long as there is no Event of Default then continuing (until such time as the applicable Trigger Period ends, after which unless and until a new Trigger Period shall begin). , no Lender consent shall be required and Borrower may change or modify (or permit Owner to change or modify) an Approved Annual Budget in accordance with the terms of this Section 4.9.5. (b) In the event that Lender objects Borrower is required to obtain Lender’s approval of a proposed Annual Budget submitted (or any proposed modification thereof) pursuant to this Section 4.9.5. Lender’s approval shall be deemed given by Lender if (I) the first correspondence from Borrower to Lender requesting such approval (A) is enclosed in an envelope marked “PRIORITY”, (B) contains a legend, prominently displayed at the top of each page thereof, in bold, all caps and fourteen (14) point or an Operating Lessee, Lender shall advise larger font stating that Borrower is requesting the Lender’s approval of the proposed Annual Budget (or the proposed modification thereof) under Section 4.9.5 of the Loan Agreement and that Lender’s failure to respond to such objections request within thirty (30) days after following its receipt thereof of such request may result in such request being deemed granted, and (C) is accompanied by a copy of the proposed Annual Budget (or the proposed modification thereof) and all information and documentation (and in such detail) as is reasonably necessary to allow Lender to adequately and completely evaluate the request (which information may be provided electronically in the form of a CD Rom or other portable electronic media enclosed with such notice), (II) Lender shall fail to respond to such request within thirty (30) days following its receipt of such request, (US) Borrower shall deliver to Lender a second written request for approval, which request is delivered in the same form and manner as contemplated in clause (I) above and states that Lender’s failure to respond to such party a reasonably detailed description request within fifteen (15) days following its receipt of such objectionssecond request, shall result in such request being deemed granted, and (IV) and Lender shall fail to respond to such request in the manner contemplated in clause (HI)(B) above within such fifteen (15) day period. In the event Lender timely objects (stating the basis for its objection in reasonable detail) to a proposed Annual Budget (or the proposed modification thereof) in accordance with the foregoing, Borrower shall promptly revise, or cause Operating Lessee to revisebe revised, such Annual Budget (or the proposed modification thereof) and resubmit the same to Lender. Lender shall advise Borrower Lender’s approval of any objections to such a revised Annual Budget within ten (10or revised modification thereof) days after receipt thereof (and deliver shall be deemed given by Lender if such revision is submitted to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, the same Lender in accordance with the process described clauses (I) and (HI) above and Lender shall fail to respond 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 adjusted to reflect actual increases in real estate taxes, insurance premiums accordance with clauses (H) and utilities expenses(IV) above.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall submit has previously delivered to Lender an the Annual Budget not later than sixty (60) for the Property for the 2005 Fiscal Year. At least 45 days prior to the commencement of such period or calendar year in form reasonably satisfactory each subsequent Fiscal Year during the term of the Loan, Borrower shall deliver to LenderLender for informational purposes only an Annual Budget for the Property for the ensuing Fiscal Year and, or for so long as an Operating Lease remains in effectpromptly after preparation thereof, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant any subsequent revisions to the terms Annual Budget. During the continuance of an Operating Lease. The any Cash Trap Period or Event of Default, such Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, any such revisions shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each withheld. Lender shall not withhold its consent or disapproval to any such Annual Budget or any subsequent revisions thereto for more than ten (10) Business Days after request for approval thereof has been 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 (the Annual Budget, as approved by Lenderso approved, an the "Approved Annual Budget"). In the event ; provided, however, that Lender objects to a proposed Borrower shall not amend any 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 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 more than once in 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, 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 adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expenses60-day period.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender an Annual Budget not later than sixty within thirty (6030) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower Cash Management Period and by an Operating Lessee pursuant to the terms November 30th of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Periodthe Term until such Cash Management Period has ended, shall be subject to for approval by Lender's written approval, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "Annual Budget", and each such Annual Budget approved (or deemed approved pursuant to the terms of this Section 28(h)) by Lender is referred to herein as approved by Lender, an the "Approved Annual Budget"), and, promptly after preparation thereof, any revisions to such Annual Budget. In the event that Lender objects Lender's failure to a proposed approve or disapprove any Annual Budget submitted by Borrower or an Operating Lessee, Lender shall advise Borrower of such objections revision within thirty (30) 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 deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 28(h)) by Lender, such operating expense budget shall be referred to herein as the "Approved Operating Budget"), and resubmit the same to Lender. Lender shall advise Borrower (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of any objections to anticipated Capital Expenses (and once such revised Annual Budget within ten has been approved (10or deemed approved pursuant to the terms of this Section 28(h)) days after receipt thereof (and deliver by Lender, such Capital Expense budget shall be referred to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, herein as the same in accordance with the process described in this subsection until the Lender approves the Annual "Approved Capital Budget"). Until such time that Lender approves a proposed any Annual BudgetBudget has been approved (or deemed to have been approved pursuant to the terms of this Section 28(h)) by Lender, the most recently prior Approved Annual Budget shall apply; provided that, apply for all purposes hereunder (with such Approved Annual Budget shall be adjusted to reflect actual adjustments as reasonably determined by Lender (including increases in real estate taxes, insurance premiums and utilities for any non-discretionary expenses).

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year Fiscal Year thereafter, the Borrower shall submit submit, or cause to be submitted, to Lender an Annual Budget not later than sixty thirty (6030) days prior to the commencement of such period or calendar year 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 for such period or Fiscal Year and shall otherwise be 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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which reasonable approval shall not be unreasonably withheld (each such Annual Budget as approved by LenderBudget, 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 or an Operating LesseeBorrower, Lender shall advise Borrower of such objections within thirty ten (3010) days Business Days after receipt thereof (and deliver to such party Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, 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 Business 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, revise the same in accordance with the process described in this subsection Section 4.1.6(h) until the 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 BudgetBudget or a proposed Annual Budget is deemed approved, the most recently recent Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxesTaxes, insurance premiums Insurance Premiums and utilities expensesOther Charges. In the event that Borrower must incur an extraordinary operating expense or capital expense not set forth in the applicable Approved Annual Budget (or, if such expense is set forth in the applicable Approved Annual Budget, the actual cost of such expense exceeds the budgeted amount as set forth in such Approved Annual Budget) (each, an "Extraordinary Expense"), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender's approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that Lender's approval shall not be required in connection with emergency expenses to preserve and protect the Property and occupants thereof from imminent danger to health or safety. In the event of any such emergency expense, Borrower shall deliver, or cause to be delivered, to Lender a reasonably detailed explanation of such expense promptly after incurring the same.

Annual Budget. For (a) Borrower or Leasehold Pledgor shall submit (or cause Owner or Operating Lessee to submit) to Lender by December 31 of each year the partial year period commencing on Annual Budget for the date hereofsucceeding Fiscal Year; Borrower shall also submit any updates to such Annual Budget; provided that during the continuance of any Trigger Period, and for each calendar year thereafter, the Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior 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 commencement Properties. During the continuance of such period any Trigger Period, the Annual Budget then currently in place which shall be deemed approved, but Lender shall have the right to approve any amendment thereto and each subsequent Annual Budget (which approval shall not be unreasonably withheld, conditioned or calendar year in form reasonably satisfactory to Lender, or for 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). 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 “Approved Annual Budget”. During the continuance of a Trigger Period, until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with adjustments as reasonably determined by Lender to reflect actual increases in Taxes, Insurance Premiums and utilities expenses and variable Operating Lease remains Expenses that directly relate to increases in effectrevenue). 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 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 later than Lender consent shall be required and Borrower may change or modify (or permit Owner or Operating Lessee to change or modify) an Approved Annual Budget in accordance with the terms of this Section 4.9.5. (b) In the event Borrower is required to obtain Lender’s approval of a proposed Annual Budget (or any proposed modification thereof) pursuant to this Section 4.9.5, Lender’s approval shall be deemed given by Lender if (I) the first correspondence from Borrower to Lender requesting such approval (A) is enclosed in an envelope marked “PRIORITY”, (B) contains a legend, prominently displayed at the top of each page thereof, in bold, all caps and fourteen (14) point or larger font stating that Borrower is requesting the Lender’s approval of the proposed Annual Budget (or the proposed modification thereof) under Section 4.9.5 of the Loan Agreement and that Lender’s failure to respond to such request within ten (10) Business Days following its receipt of such request may result in such request being deemed granted, and (C) is accompanied by a copy of the proposed Annual Budget (or the proposed modification thereof) and all information and documentation (and in such detail) as is reasonably necessary to allow Lender to adequately and completely evaluate the request (which information may be provided electronically in the form of a CD Rom or other portable electronic media enclosed with such notice), (II) Lender shall fail to respond to such request within ten (10) Business Days following its receipt of such request, (III) Borrower shall deliver to Lender a second written request for approval, which request is delivered in the same form and manner as contemplated in clause (I) above and states that Lender’s failure to respond to such request within five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms following its receipt of an Operating Lease. The Annual Budget submitted for the calendar year such second request, shall result in which a Trigger Event occurssuch request being deemed granted, and for each calendar year thereafter during a Trigger Period, (IV) Lender shall be subject fail to Lender's written approval, which approval shall not be unreasonably withheld respond to such request in the manner contemplated in clause (each III)(B) above within such Annual Budget as approved by Lender, an "Approved Annual Budget")five (5) Business Day period. In the event that Lender timely objects (stating the basis for its objection in reasonable detail) to a proposed Annual Budget submitted by Borrower (or an Operating Lesseethe proposed modification thereof) in accordance with the foregoing, Lender shall advise Borrower of such objections within thirty (30) days after receipt thereof (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revisebe revised, such Annual Budget (or the proposed modification thereof) and resubmit the same to Lender. Lender shall advise Borrower Lender’s approval of any objections to such a revised Annual Budget within ten (10or revised modification thereof) days after receipt thereof (and deliver shall be deemed given by Lender if such revision is submitted to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, the same Lender in accordance with the process described clauses (I) and (III) above and Lender shall fail to respond in this subsection until the Lender approves the Annual Budgetaccordance with clauses (II) and (IV) above. 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 real estate taxes, insurance premiums and utilities expenses.-77- Mezzanine Loan Agreement

Annual Budget. For (a) Borrower or Leasehold Pledgor shall submit (or cause Owner or Operating Lessee to submit) to Lender by December 31 of each year the partial year period commencing on Annual Budget for the date hereofsucceeding Fiscal Year; Borrower shall also submit any updates to such Annual Budget; provided that during the continuance of any Trigger Period, and for each calendar year thereafter, the Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior 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 commencement Properties. During the continuance of such period any Trigger Period, the Annual Budget then currently in place which shall be deemed approved, but Lender shall have the right to approve any amendment thereto and each subsequent Annual Budget (which approval shall not be unreasonably withheld, conditioned or calendar year in form reasonably satisfactory to Lender, or for 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). 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 “Approved Annual Budget”. During the continuance of a Trigger Period, until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with adjustments as reasonably determined by Lender to reflect actual increases in Taxes, Insurance Premiums and utilities expenses and variable Operating Lease remains Expenses that directly relate to increases in effectrevenue). 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 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 later than Lender consent shall be required and Borrower may change or modify (or permit Owner or Operating Lessee to change or modify) an Approved Annual Budget in accordance with the terms of this Section 4.9.5. (b) In the event Borrower is required to obtain Lender’s approval of a proposed Annual Budget (or any proposed modification thereof) pursuant to this Section 4.9.5, Lender’s approval shall be deemed given by Lender if (I) the first correspondence from Borrower to Lender requesting such approval (A) is enclosed in an envelope marked “PRIORITY”, (B) contains a legend, prominently displayed at the top of each page thereof, in bold, all caps and fourteen (14) point or larger font stating that Borrower is requesting the Lender’s approval of the proposed Annual Budget (or the proposed modification thereof) under Section 4.9.5 of the Loan Agreement and that Lender’s failure to respond to such request within ten (10) Business Days following its receipt of such request may result in such request being deemed granted, and (C) is accompanied by a copy of the proposed Annual Budget (or the proposed modification thereof) and all information and documentation (and in such detail) as is reasonably necessary to allow Lender to adequately and completely evaluate the request (which information may be provided electronically in the form of a CD Rom or other portable electronic media enclosed with such notice), (II) Lender shall fail to respond to such request within ten (10) Business Days following its receipt of such request, (III) Borrower shall deliver to Lender a second written request for approval, which request is delivered in the same form and manner as contemplated in clause (I) above and states that Lender’s failure to respond to such request within five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms following its receipt of an Operating Lease. The Annual Budget submitted for the calendar year such second request, shall result in which a Trigger Event occurssuch request being deemed granted, and for each calendar year thereafter during a Trigger Period, (IV) Lender shall be subject fail to Lender's written approval, which approval shall not be unreasonably withheld respond to such request in the manner contemplated in clause (each III) above within such Annual Budget as approved by Lender, an "Approved Annual Budget")five (5) Business Day period. In the event that Lender timely objects (stating the basis for its objection in reasonable detail) to a proposed Annual Budget submitted by Borrower (or an Operating Lesseethe proposed modification thereof) in accordance with the foregoing, Lender shall advise Borrower of such objections within thirty (30) days after receipt thereof (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revisebe revised, such Annual Budget (or the proposed modification thereof) and resubmit the same to Lender. Lender shall advise Borrower Lender’s approval of any objections to such a revised Annual Budget within ten (10or revised modification thereof) days after receipt thereof (and deliver shall be deemed given by Lender if such revision is submitted to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, the same Lender in accordance with the process described clauses (I) and (III) above and Lender shall fail to respond 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 adjusted to reflect actual increases in real estate taxes, insurance premiums accordance with clauses (II) and utilities expenses(IV) above.

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

Annual Budget. For the partial year period commencing on the date hereof, (a) Each Borrower and for each calendar year thereafter, the Borrower Operating Lessee shall submit to Lender an by November 1 of each year the Annual Budget not later than sixty (60) days prior relating to the commencement of Property owned and/or leased by 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 and such Operating Lessee pursuant for the succeeding Fiscal Year. Lender shall have the right to the terms of an Operating Lease. The approve each Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, (which approval shall not be unreasonably withheld (each such so long as no Event of Default is continuing). Annual Budget as Budgets approved by Lender, Lender shall 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 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 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 any Annual BudgetBudget has been approved by Lender, the most recently prior Approved Annual Budget shall apply; provided that, apply for all purposes hereunder (with such Approved Annual Budget shall be adjusted adjustments as reasonably determined by Lender to reflect actual increases in real estate taxesTaxes, insurance premiums Insurance Premiums and utilities expenses). Neither Borrower, Operating Lessee, Manager nor Sub-Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender. During the continuance of a Trigger Period, Lender may require each Borrower and each Operating Lessee, on a quarterly basis, to furnish to Lender for approval (which approval shall not be unreasonably withheld provided no Event of Default exists) an updated Annual Budget. (b) Notwithstanding anything to the contrary contained in this Section 4.9.5, provided no Event of Default is continuing, whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.9.5, Lender’s consent shall be deemed given if: (i) the first correspondence from Borrowers or Operating Lessees to Lender requesting such approval or consent is in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY GERMAN AMERICAN CAPITAL CORPORATION TO ARC HOSPITALITY BALTIMORE, LLC AND ARC HOSPITALITY PROVIDENCE, LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN TWENTY (20) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, and is accompanied by the information and documents required above, and any other information reasonably requested by Lender in writing prior to the expiration of such twenty (20) Business Day period in order to adequately review the same has been delivered; and (ii) if Lender fails to respond or to deny such request for approval in writing within the first ten (10) Business Days of such twenty (20) Business Day period, a second notice requesting approval is delivered to Lender from Borrowers in an envelope marked “PRIORITY” containing a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY GERMAN AMERICAN CAPITAL CORPORATION TO ARC HOSPITALITY BALTIMORE, LLC AND ARC HOSPITALITY PROVIDENCE, LLC. IF YOU FAIL TO PROVIDE A SUBSTANTIVE RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Lender fails to provide a substantive response to such request for approval within such second ten (10) Business Day period.

Annual Budget. For An annual operating expense budget for the partial year period commencing on Manager, which shall include allocations of such budget to the date hereofCompany, SCL, SPL and any other subsidiaries, the form of which will be agreed upon by Manager and RDH, will be approved subject to the following terms. The budget approved by RDH for the balance of Fiscal Year 2016 subsequent to the Effective Date and for each calendar year thereafter, Fiscal Year 2017 is attached hereto as Exhibit E. Each of the Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee annual budgets attached hereto and any annual budgets approved pursuant to this Section 7.1 are referred to as the terms of an Operating Lease"Annual Budget". The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject presented in the form of a budget of MEC with detailed allocations of certain expenses expected to Lender's written approvalbe incurred directly by the Company, which approval 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 not be unreasonably withheld (prepare and deliver to RDH, on or before November 15th of each such Annual Budget as approved by Lenderthen current calendar year, an "Approved Annual Budget"). In the event that Lender objects to a proposed Annual Budget submitted by Borrower for the upcoming calendar year. RDH shall approve or an Operating Lessee, Lender shall advise Borrower of such objections reject the proposed Annual Budget within thirty (30) days after its receipt thereof (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, such the proposed Annual Budget and resubmit satisfactory responses to all of its questions in respect thereof. To the same extent that the Annual Budget is not approved by RDH prior to Lenderthe commencement of the calendar year to which such budget is to relate, unless and until an Annual Budget is approved, the Company shall be operated for that calendar year based on the Annual Budget for the prior calendar year with an inflation factor of three percent (3%) per line item. Lender 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 advise Borrower 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 objections budget to be submitted to any such revised Annual Budget within ten (10third-party member(s) 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 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 this subsection until the Lender approves budgets for SCL and SPL, as opposed to the corollary amounts set forth in the Annual Budget. Until such time that Lender approves , provided, that, during the Pre-Approval Period, the Manager shall first prepare and deliver to RDH a proposed Annual Budget, the most recently Approved preliminary Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums for the upcoming calendar year no later than October 1st of each then current calendar year for RDH’s initial review and utilities expensescomment.

Annual Budget. For The Lessee shall, on or before the partial year period commencing on Commencement Date, submit the date hereof, and for each calendar year thereafter, the Borrower shall submit to Lender an Annual Budget not later than sixty for 1997 (60or the remainder thereof) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or Lessor 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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to LenderLessor's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, 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 of its receipt thereof of such Annual Budget. For all Fiscal Years thereafter, not later than October 31 of each Fiscal Year, Lessee shall submit the Annual Budget for the next fiscal year to Lessor for Lessor's approval. The Annual Budget for 1997 and all Fiscal Years thereafter shall by month and quarter contain the following: (a) Lessee's reasonable estimate of Gross Revenues (including room rates), Gross Operating Expenses, and deliver Gross Operating Profits for the forthcoming Fiscal Year itemized on schedules prepared by Lessee, as same may be revised or replaced from time to time by Lessee and approved by Lessor, together with the assumptions, in narrative form, forming the basis of such party a reasonably detailed schedules. (b) The Capital Expenditure Budget described in Section 40 hereof. (c) A cash flow projection. (d) A narrative description of the program for advertising and marketing the Leased Property for the forthcoming Fiscal Year containing a detailed budget itemization of the proposed advertising expenditures by category and the assumptions, in narrative form forming the basis of such objections) budget itemization. Notwithstanding the foregoing, if Lessor and Borrower shall promptly revise, or cause Operating Lessee are unable to revise, such agree upon the Annual Budget and resubmit or any details thereof, the same to Lender. Lender shall advise Borrower of any objections to such revised final 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 be determined by arbitration in accordance with the process described provisions of SECTION 43 hereof, it being understood that only those details, line items or portions of the Annual Budget which are in dispute shall be the subject of such arbitration. Pending the conclusion of any such arbitration proceeding, the Annual Budget for all purposes under this subsection until Lease shall be the Lender approves Annual Budget for the prior Fiscal Year, modified by increasing the Lease expenses by a factor of ten percent (10%). Lessor and Lessee agree that arbitration shall be the sole procedure for resolving any dispute regarding the Annual Budget. Until such time that Lender approves a proposed Lessee shall diligently pursue all feasible measures to enable the Leased Property to adhere to the Annual Budget, provided, however, Lessor acknowledges and agrees that Lessee will not be responsible for any variances from the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expensesBudget.

Annual Budget. For (a) Prior to the partial year period commencing on Closing Date, Borrower has provided to Lender, for informational purposes, an Annual Budget for the date hereof2014 Fiscal Year. Provided no Trigger Period has occurred and is continuing, and for each calendar year thereafter, the Borrower shall submit provide to Lender, for informational purposes, no later than thirty (30) days following the end of the prior Fiscal Year (commencing with the Fiscal Year ending December 31, 2014) the Annual Budget for the current Fiscal Year; provided, however, that, if any Trigger Period commences, Borrower shall deliver to Lender an Annual Budget not later than sixty for Lender’s review and approval (60) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lenderwithheld, an "Approved Annual Budget"conditioned or delayed, subject to the provisions of Section 4.9.5(b). 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 reasonably detailed description of the commencement of such objections) and Borrower shall promptly reviseTrigger Period. During the continuance of a Trigger Period, or cause Operating Lessee to revise, such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections have the right 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 approve each Annual Budget, including extraordinary operating expenses and Capital Expenditures (which approval shall not be unreasonably withheld, conditioned or delayed, subject to the provisions of Section 4.9.5(b)). Until Annual Budgets delivered to Lender (other than during the continuance of a Trigger Period) or approved by Lender during the continuance of a Trigger Period shall 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”. During the continuance of a Trigger Period, until such time that Lender approves a proposed any Annual BudgetBudget has been approved by Lender, the most recently prior Approved Annual Budget shall apply; provided that, apply for all purposes hereunder (with such Approved Annual Budget shall be adjusted adjustments as necessary to reflect actual increases in real estate taxesTaxes, insurance premiums Insurance Premiums, utilities expenses and utilities expensesother non-discretionary items). During the continuance of a Trigger Period, subject to the immediately previous sentence, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed, subject to the provisions of Section 4.9.5(b)). (b) 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’s consent and approval shall be deemed given if: (i) the first correspondence from Borrower to Lender requesting such approval or consent contains a bold-faced, conspicuous legend at the top of the first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY LENDER TO 731 OFFICE ONE LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN FIVE (5) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, and is accompanied by such information and documents as Borrower believes in good faith are reasonably required for Lender to adequately evaluate such request and as requested by Lender in writing prior to the expiration of such five (5) Business Day period; and (ii) if Lender fails to respond to or to deny such request for approval or consent in writing within such five (5) Business Day period, a second notice requesting approval is delivered to Lender from Borrower containing a bold-faced, conspicuous legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY LENDER TO 731 OFFICE ONE LLC. FAILURE TO APPROVE OR DENY THIS REQUEST IN WRITING WITHIN FIVE (5) BUSINESS DAYS WILL RESULT IN YOUR APPROVAL BEING DEEMED GRANTED”, and is accompanied by such information and documents as Borrower believes in good faith are reasonably required for Lender to adequately evaluate such request and as requested by Lender in writing prior to the expiration of such five (5) Business Day period, and Lender fails to either approve or deny (and, in the case of a denial, stating the grounds therefor in reasonable detail) such request for approval or consent within such second five (5) Business Day period.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year Fiscal Year thereafter, the Borrower shall submit to Lender an Annual Budget not later than sixty thirty (6030) days prior to the commencement of such period or calendar year 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 for such period or Fiscal Year and shall otherwise be 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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which ’s reasonable approval shall not be unreasonably withheld (each such Annual Budget as approved by LenderBudget, 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 or an Operating LesseeBorrower, Lender shall advise Borrower of such objections within thirty ten (3010) days Business Days after receipt thereof (and deliver to such party Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, 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 Business 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, revise the same in accordance with the process described in this subsection Section 4.1.6(h) until the 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 BudgetBudget or a proposed Annual Budget is deemed approved, the most recently recent Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxesTaxes, insurance premiums Insurance Premiums and utilities expensesOther Charges. In the event that Borrower must incur an extraordinary operating expense or capital expense not set forth in the applicable Approved Annual Budget (or, if such expense is set forth in the applicable Approved Annual Budget, the actual cost of such expense exceeds the budgeted amount as set forth in such Approved Annual Budget) (each, an “Extraordinary Expense”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that Lender’s approval shall not be required in connection with emergency expenses to preserve and protect the Property and occupants thereof from imminent danger to health or safety. In the event of any such emergency expense, Borrower shall deliver to Lender a reasonably detailed explanation of such expense promptly after incurring the same.

Annual Budget. For (a) In connection with the partial execution of this Agreement, CTH has provided CPCC with the Annual Budget applicable to the remainder of calendar year period commencing 2015. Other than with respect to calendar year 2015, on or before October 1 of the date hereofcalendar year immediately preceding the relevant calendar year, CPCC, at CTH’s direction, shall prepare and submit to CTH a proposed annual budget for such relevant calendar year for the Assets that takes into consideration and provides for, at a minimum, the following anticipated costs, expenses, operations and sales: (b) Following CPCC’s submission of its proposed annual budget, CPCC shall cooperate and consult with CTH in preparing a final annual budget for CTH’s submission to the Operating Committee, including making any revisions and providing any additional information as requested by CTH regarding the annual budget proposed by CPCC. (c) CTH will provide CPCC with the Annual Budget applicable to each calendar year thereafter, the Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior to the commencement of such period or starting with 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 2016 promptly 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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as is approved by Lenderthe Operating Committee. CPCC shall be responsible for providing the Operational Services with respect to the Assets that are contemplated by, an "Approved and in accordance with, the then applicable Annual Budget"). In . (d) Notwithstanding anything to the contrary, during each calendar year, CPCC shall have the right and authority (i) to make expenditures of up to 110% of the Annual Budget for such calendar year, as such Annual Budget may be revised by CTH from time to time and (ii) to make expenditures of such amounts as CPCC reasonably determines are required in the event of an Emergency. If during any calendar year CPCC’s expenditures exceed, or CPCC anticipates that Lender objects to it will exceed, 110% of the Annual Budget, CPCC shall notify CTH of the excess (or anticipated excess) expenditures, and such notice shall include reasonable detail of the reasons for such excess expenditures and a proposed proposal by CPCC for an amendment of the Annual Budget submitted to reflect CPCC’s revised estimate of expenditures for such calendar year. (i) operating expenses; (ii) maintenance capital expenditures; (iii) expansion capital expenditures; (iv) miscellaneous expenses, including anticipated Reimbursable Costs and anticipated costs under each of the Water Supply and Services Agreement, the Terminal and Throughput Agreement and the Contract Agency Agreement; (v) production and sales plan; (vi) cash flow analysis and information; and (vii) any other information reasonably determined by Borrower or an Operating LesseeCTH to be relevant. (e) If requested by CTH, Lender CPCC shall advise Borrower of such objections within thirty (30) days after receipt thereof (prepare and deliver to such party CTH, on or before the 10th Business Day of the calendar month preceding the relevant calendar month, a reasonably detailed description notice of such objections) and Borrower shall promptly revise, or cause Operating Lessee the estimated amount of all out-of-pocket expenditures that CPCC projects to revise, such Annual Budget and resubmit be incurred in the same to Lender. Lender shall advise Borrower performance of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower the Operational Services during the following calendar month plus 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 adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expensesreasonable contingency amount.

Annual Budget. For Prior to the partial year period commencing on Closing Date, Borrower has submitted and Lender has approved an Annual Budget for the date hereof, and for each 2017 calendar year thereafter, (the “Approved Initial Budget”). Borrower shall submit to Lender an by November 1 of each year the Annual Budget relating to the Properties for the succeeding calendar year. During the continuance of a Cash Sweep Period, Lender shall have the right to approve each Annual Budget (which approval shall not later than sixty (60) days be unreasonably, conditioned or delayed withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Cash Sweep Period or any Annual Budget submitted prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Cash Sweep Period, shall each hereinafter be subject referred to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, an "“Approved Annual Budget")”. In the event that Lender objects to of 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 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 Transfer 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, or cause Operating Lessee to revise, Property 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 adjusted reduced as reasonably determined by Lender in consultation with Borrower in order to reflect actual increases the removal of such Property and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in real estate taxesthe event such Transfer is made in connection with a substitution under Section 2.4.2(a). If Lender has the right to approve an Annual Budget pursuant to this Section 4.3.2, insurance premiums 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 Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses for the Interest Period related to such Payment Date, but excluding management fees and utilities expensesleasing 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 Cash Sweep Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior to the commencement of the calendar year to which such budget relates then the previous Approved Annual Budget shall continue to be deemed to be the Approved Annual Budget for that calendar year.

Annual Budget. For the partial year period (i) On or before (x) November 1st of each year, commencing on the date hereofin 1997, and for each calendar year thereafter, the Borrower shall submit to Lender an Annual Budget not later (y) a date that is no more than sixty (60) days nor less than thirty (30) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for June Restricted Payments Release Date during each calendar year thereafter during a Trigger Periodfrom and after 1997, shall be subject prepare and submit to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, an "Approved Annual Budget"). In the event that Lender objects to Agent a proposed Annual Budget annual budget for the succeeding calendar year (or in the case of clause (y) above, the remainder of the then-current calendar year) which proposed annual budget shall forecast in reasonable detail Available Cash Flow, requirements for capital repairs and replacements (including a contingency reserve therefor and projected disbursements from the Replacement Reserve Account), debt service payments and other amounts which Borrower reasonably expects to be required to be expended for the maintenance, repair and operation of the Property for such succeeding calendar year (it being agreed and acknowledged that, in the case of the updated budget prepared and updated pursuant to clause (y) above, such updated budget need only disclose changes for the remaining calendar year from amounts forecasted for such period in the annual budget submitted by under clause (x) above). (ii) With respect to any proposed annual budget submitted pursuant to clause (x) of this subsection (f), Agent shall promptly furnish to Borrower any and all comments or an Operating Lesseedisagreements with the proposed annual budget or any aspect or component thereof, Lender and the parties shall advise endeavor to resolve any differences over any aspect of the annual budget during the thirty (30) days immediately following the submission of the proposed annual budget. Agent agrees not to unreasonably withhold or delay its approval of the proposed annual budget. If Agent disapproves any proposed annual budget, it shall state which Line Items therein are disapproved. If Borrower has not received notice from Agent of such objections disapproval of any proposed annual budget within thirty (30) days after receipt thereof (furnishing the same and deliver to such party a reasonably detailed description of such objections) and provided that Borrower shall have promptly revise, or cause Operating Lessee responded to reviseany reasonable requests for additional information made by Agent, such proposed budget shall be deemed approved. Upon the approval of the proposed annual budget for a calendar year, such proposed annual budget shall be deemed the "ANNUAL BUDGET" for such calendar year. (iii) In the event that Borrower fails in a timely manner to submit a proposed annual budget pursuant to clause (x) of this subsection (f) or until any such proposed annual 47 budget is approved by Agent, the most recent Annual Budget and resubmit shall continue in effect until approval of the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten for such calendar year. In the event a proposed annual budget has been submitted pursuant to clause (10x) days after receipt thereof of this subsection (and deliver to Borrower a reasonably detailed description of such objectionsf) and Borrower shall promptly revisebut specific Line Items therein have been disapproved, those Line Items which have been approved or cause Operating Lessee to revise, the same deemed approved in accordance with this Section 5.1(f) shall be incorporated into the process described Annual Budget for such year and the disapproved Line Items may be incorporated into the Annual Budget in amounts as determined reasonably by Borrower, subject to the following limitations: (A) if the Line Item is for capital repairs and replacements or other capital improvements, the budgeted amount therefor shall not, when added to the other capital repair and replacement and other capital improvements which are budgeted, result in the aggregate budgeted amount for all such Line Items (not including any Conference Construction Costs or the Beach Club Construction) being less than (y) $3.5 million prior to January 1, 1999 and (z) $4.5 million from and after January 1, 1999 or more than (1) $5.4 million prior to January 1, 1999 and (2) $6.5 million from and after January 1, 1999; and (B) with respect to all other Line Items, the amount shall be not less than 90% nor more than 110% of the equivalent item in the last approved Annual Budget. (iv) The updated budget provided by Borrower pursuant to clause (y) of 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 (f) shall be adjusted to reflect actual increases used for purposes of determining the Minimum Liquidity Amount or in real estate taxes, insurance premiums making other projections affecting the application of funds in any of the Accounts only upon the approval of such updated budget by Agent and utilities expensesStarwood.

Annual Budget. For (a) The Manager shall prepare a proposed annual budget and operating plan for the partial year period commencing on Property and Company Assets for each Fiscal Year (which shall include a budget for costs and expenses related to operation and maintenance of the date hereofProperty under the Hotel Management Agreement (the “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 for each calendar year thereafter, the Borrower Manager shall submit to Lender an Annual Budget not later than sixty (60) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than deliver five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to year forward projections (collectively with the terms of an Operating Lease. The Annual Hotel Operations Budget submitted for and the calendar year in which a Trigger Event occursAnnual Company Budget, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, an "Approved the “Annual Budget"). In ”) of each of the event that Lender objects to a proposed Annual Hotel Operations Budget submitted by Borrower or an Operating Lessee, Lender shall advise Borrower of such objections and the Annual Company Budget within thirty five (305) days after receipt thereof from Hotel Operator (provided if the Manager should fail to timely prepare and deliver submit a proposed form of Annual Budget, Investor shall be authorized to prepare such party 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 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 reasonably detailed description marketing plan for, the Company Assets or concerning the Company, (iii) terms for any proposed sale or disposition of such objections) and Borrower shall promptly reviseany Company Asset, or cause Operating Lessee acquisition of additional Company Assets, and (iv) selection of legal counsel, accountants, appraisers and other consultants for the Company to 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, or cause Operating Lessee to revise, the same in accordance with the process described in this subsection until the Lender approves efficiently implement the Annual Budget. Until 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 appropriate or necessary; provided, however, that the Manager, acting alone, may approve changes from time to time to the Annual Hotel Operations Budget that Lender approves a proposed 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 most recently Approved 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 such Fiscal Year. Nothing in this Agreement shall affect the budget provisions of the Hotel Management Agreement. (b) The Members hereby approve the Annual Budget shall apply; provided thatfor the remainder of Fiscal Year 2010, such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expensesa copy of which is attached hereto as Schedule 1.

Annual Budget. For each Fiscal Year commencing with the partial year period Fiscal Year commencing on the date hereofJanuary 1, and for each calendar year thereafter2014, the Borrower shall submit to Lender an Annual Budget not later than sixty thirty (6030) days prior to the commencement of such period or calendar year 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 for such period or Fiscal Year and shall otherwise be 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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which ’s approval shall not be unreasonably withheld (each such Annual Budget as approved by LenderBudget, an "“Approved Annual Budget"”). In the event that Lender objects to a proposed Annual Budget submitted by Borrower or an Operating LesseeBorrower, Lender shall advise Borrower of such objections within thirty fifteen (3015) days after receipt thereof (and deliver to such party Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, 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, or cause Operating Lessee to revise, revise the same in accordance with the process described in this subsection Section 4.1.6(h) until the Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget, the most recently recent Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxesTaxes, insurance premiums Insurance Premiums and utilities expensesOther Charges. In the event that Borrower must incur an extraordinary operating expense or capital expense not set forth in the applicable Approved Annual Budget (each, an “Extraordinary Expense”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval.

Annual Budget. For The covenants of the partial year period commencing Borrower set forth in Section [505] of the Trust Agreement are incorporated herein as covenants from the Borrower to TxDOT for the sole benefit of TxDOT. TxDOT has relied on such section in executing this Agreement and no amendment to any such covenant in the date hereofTrust Agreement shall amend, alter or supplement the covenant set forth in this subsection (c) without prior written approval by TxDOT. The Borrower shall submit to TxDOT for its review and for each calendar year thereaftercomment a copy of any preliminary budget created by the Borrower and any amendments, supplements or modifications thereto and, promptly upon adoption thereof, the Borrower shall submit to Lender TxDOT the Annual Budget or any amended or supplemented Annual Budget adopted by the Borrower. (i) At any time during the Fiscal Year TxDOT shall have the right to conduct an audit of the Borrower’s compliance with the requirements of this Agreement and the Trust Agreement as they relate to the Annual Budget (or any preliminary budget if an Annual Budget has not later than sixty (60) days prior been adopted by the Borrower). If the results of the audit conclude that the Borrower is not in compliance with the requirements of this Agreement relating to the commencement operation, maintenance and improvement of such the Project, the auditor will provide to TxDOT and Borrower a detailed explanation of why the Borrower is not in compliance and TxDOT shall have a period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than of forty-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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, 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 (3045) days after receipt thereof (and deliver to such party a reasonably detailed description of such objections) and explanation to notify the Borrower shall promptly revisethat, or cause Operating Lessee to revisein TxDOT’s reasonable opinion, such the Annual Budget that was the subject of the audit does not substantially comply with the requirements of this Agreement or the Trust Agreement and resubmit shall specify in reasonable detail the same to Lender. Lender shall advise Borrower of any objections to reasons for such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of notification; if no such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, the same notification in accordance with the process described foregoing is provided within the time period specified above, then the Annual Budget shall be deemed to substantially comply with the requirements of this Agreement and the Trust Agreement. (ii) Subject to this Section 5.01(c) and the Trust Agreement, the Borrower shall operate the Project substantially in this subsection until the Lender approves accordance with the Annual Budget. Until such time that Lender approves a proposed Annual Budget, The Borrower shall have the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted right to reflect actual increases make expenditures in real estate taxes, insurance premiums respect of Operating Expenses and utilities expensesMajor Maintenance Expenses in accordance with the Trust Agreement without any consent or approval of TxDOT.

Annual Budget. For the partial year period commencing on the date hereof(a) Provided no Trigger Period has occurred and is continuing, and for each calendar year thereafter, the Borrower shall submit provide to Lender an Annual Budget not Lender, for informational purposes, no later than sixty (60) days following the end of the prior to Fiscal Year (commencing with the commencement of such period or calendar year in form reasonably satisfactory to LenderFiscal Year ending December 31, or for so long as an Operating Lease remains in effect, no later than five (52013) 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 calendar year in which a current Fiscal Year; provided, however, that, if any Trigger Event occursPeriod commences, Borrower shall deliver to Lender an Annual Budget for Lender’s review and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, approval (which approval shall not be unreasonably withheld withheld, conditioned or delayed) within thirty (30) days of the commencement of such Trigger Period. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget, including extraordinary operating expenses and Capital Expenditures (which approval shall not be unreasonably withheld, conditioned or delayed). Annual Budgets delivered to Lender (other than during the continuance of a Trigger Period) or approved by Lender during the continuance of a Trigger Period shall 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”. During the continuance of a Trigger Period, until such time that any Annual Budget as has been approved by Lender, an "the prior Approved Annual Budget"Budget shall apply for all purposes hereunder (with such adjustments as necessary to reflect actual increases in Taxes, Insurance Premiums, utilities expenses and other non-discretionary items). During the continuance of a Trigger Period, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary contained in this Section 4.9.5, whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.9.5, Lender shall have ten (10) Business Days from receipt of written request and all reasonably requested information and documentation relating thereto in which to approve or disapprove such matter, provided that such request to Lender is marked at the top in bold lettering with the following language: “THIS IS A REQUEST FOR APPROVAL OF A BUDGET. LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER AND FAILURE OF LENDER TO RESPOND SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and the envelope containing the request must be marked “PRIORITY”. Borrower shall provide Lender with such information and documentation as may be reasonably required by Lender to evaluate such request. In the event that Lender objects fails to a proposed Annual Budget submitted by Borrower grant or an Operating Lessee, Lender shall advise Borrower of such objections within thirty (30) days after receipt thereof (withhold its approval and deliver consent to such party a reasonably detailed description of matter within 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 objections to such revised Annual Budget within ten (10) days after receipt thereof 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 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 documentation shall be adjusted deemed to reflect actual increases in real estate taxesbe acceptable grounds), insurance premiums then provided no Event of Default is continuing, Lender’s approval and utilities expensesconsent shall be deemed to have been granted.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender an Annual Budget not later than sixty within thirty (6030) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower Cash Management Period and by an Operating Lessee pursuant to the terms November 30th of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Periodthe Term until such Cash Management Period has ended, shall be subject to for approval by Lender's written approval, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "ANNUAL BUDGET", and each Annual Budget approved (or deemed approved pursuant to the terms of this Section 28(h)) by Lender is referred to herein as the "APPROVED ANNUAL BUDGET"), and, promptly after preparation thereof, any revisions to such Annual Budget. Lender's failure to approve or disapprove any Annual Budget or revision within 30 days after Lender's receipt thereof shall be deemed to constitute Lender's approval thereof. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-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 as has been approved (or deemed approved pursuant to the terms of this Section 28(h)) by Lender, an such operating expense budget shall be referred to herein as the "Approved Annual BudgetAPPROVED OPERATING BUDGET"). In the event that Lender objects to , and (ii) a proposed Annual Budget submitted by Borrower or an Operating LesseeCapital Expense budget showing, Lender shall advise Borrower on a month-by-month basis, in reasonable detail, each line item of such objections within thirty (30) days after receipt thereof anticipated Capital Expenses (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, once such Annual Budget and resubmit has been approved (or deemed approved pursuant to the same terms of this Section 28(h)) by Lender, such Capital Expense budget shall be referred 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, or cause Operating Lessee to revise, herein as the same in accordance with the process described in this subsection until the Lender approves the Annual Budget"APPROVED CAPITAL BUDGET"). Until such time that Lender approves a proposed any Annual BudgetBudget has been approved (or deemed to have been approved pursuant to the terms of this Section 28(h)) by Lender, the most recently prior Approved Annual Budget shall apply; provided that, apply for all purposes hereunder (with such Approved Annual Budget shall be adjusted to reflect actual adjustments as reasonably determined by Lender (including increases in real estate taxes, insurance premiums and utilities for any non-discretionary expenses).

Annual Budget. For (a) Borrower or Leasehold Pledgor shall submit (or cause Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to submit) to Lender by December 31 of each year the partial year period commencing on Annual Budget for the date hereofsucceeding Fiscal Year; Borrower shall also submit any updates to such Annual Budget; provided that during the continuance of any Trigger Period, and for each calendar year thereafter, the Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior 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 commencement Properties. During the continuance of such period any Trigger Period, the Annual Budget then currently in place which shall be deemed approved, but Lender shall have the right to approve any amendment thereto and each subsequent Annual Budget (which approval shall not be unreasonably withheld, conditioned or calendar year in form reasonably satisfactory to Lender, or for 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). 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 “Approved Annual Budget”. During the continuance of a Trigger Period, until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with adjustments as reasonably determined by Lender to reflect actual increases in Taxes, Insurance Premiums and utilities expenses and variable Operating Lease remains Expenses that directly relate to increases in effectrevenue). 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 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 later than Lender consent shall be required and Borrower may change or modify (or permit Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to change or modify) an Approved Annual Budget in accordance with the terms of this Section 4.9.5. -97- Mezzanine B Loan Agreement (b) In the event Borrower is required to obtain Lender’s approval of a proposed Annual Budget (or any proposed modification thereof) pursuant to this Section 4.9.5, Lender’s approval shall be deemed given by Lender if (I) the first correspondence from Borrower to Lender requesting such approval (A) is enclosed in an envelope marked “PRIORITY”, (B) contains a legend, prominently displayed at the top of each page thereof, in bold, all caps and fourteen (14) point or larger font stating that Borrower is requesting the Lender’s approval of the proposed Annual Budget (or the proposed modification thereof) under Section 4.9.5 of the Loan Agreement and that Lender’s failure to respond to such request within ten (10) Business Days following its receipt of such request may result in such request being deemed granted, and (C) is accompanied by a copy of the proposed Annual Budget (or the proposed modification thereof) and all information and documentation (and in such detail) as is reasonably necessary to allow Lender to adequately and completely evaluate the request (which information may be provided electronically in the form of a CD Rom or other portable electronic media enclosed with such notice), (II) Lender shall fail to respond to such request within ten (10) Business Days following its receipt of such request, (III) Borrower shall deliver to Lender a second written request for approval, which request is delivered in the same form and manner as contemplated in clause (I) above and states that Lender’s failure to respond to such request within five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms following its receipt of an Operating Lease. The Annual Budget submitted for the calendar year such second request, shall result in which a Trigger Event occurssuch request being deemed granted, and for each calendar year thereafter during a Trigger Period, (IV) Lender shall be subject fail to Lender's written approval, which approval shall not be unreasonably withheld respond to such request in the manner contemplated in clause (each III) above within such Annual Budget as approved by Lender, an "Approved Annual Budget")five (5) Business Day period. In the event that Lender timely objects (stating the basis for its objection in reasonable detail) to a proposed Annual Budget submitted by Borrower (or an Operating Lesseethe proposed modification thereof) in accordance with the foregoing, Lender shall advise Borrower of such objections within thirty (30) days after receipt thereof (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revisebe revised, such Annual Budget (or the proposed modification thereof) and resubmit the same to Lender. Lender shall advise Borrower Lender’s approval of any objections to such a revised Annual Budget within ten (10or revised modification thereof) days after receipt thereof (and deliver shall be deemed given by Lender if such revision is submitted to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, the same Lender in accordance with the process described clauses (I) and (III) above and Lender shall fail to respond in this subsection until the Lender approves the Annual Budgetaccordance with clauses (II) and (IV) above. 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 real estate taxes, insurance premiums and utilities expenses.-98- Mezzanine B Loan Agreement

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall prepare and submit (or shall cause Manager to Lender an Annual Budget not later than sixty (60prepare and submit) days prior to Administrative Agent by November 30th of each year during the commencement of such period or calendar year in form reasonably satisfactory to LenderTerm, 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 written approval by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approvalAdministrative Agent, which approval shall not be unreasonably withheld withheld, conditioned or delayed, a proposed pro forma budget for the Property for the succeeding Fiscal Year (the “Annual Budget”, and each Annual Budget approved by Administrative Agent 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 (a) 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 as has been approved by LenderAdministrative Agent, an "such operating expense budget shall be referred to herein as the “Approved Annual Operating Budget"”). In the event that Lender objects to , and (b) a proposed 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 submitted has been approved 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 reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to reviseAdministrative Agent, such Annual Budget and resubmit shall be referred to herein as the same to Lender“Approved Capital Budget”). Lender shall advise Borrower of Until such time that any objections to such revised Annual Budget has been approved by Administrative Agent, the prior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by Administrative Agent (including increases for any non-discretionary expenses)). If (x) Administrative Agent fails to expressly approve or disapprove a written request from Borrower to Administrative Agent for Administrative Agent’s consent to any Annual Budget hereunder within ten (10) days after receipt thereof Business Days following Borrower’s delivery of the materials required with respect hereto, (and deliver y) Borrower delivers to Borrower Administrative Agent a reasonably detailed description second submission with respect thereto, but with such second submission stating in bold uppercase letters at the top of such objectionsrequest “SECOND AND FINAL NOTICE -- TIME SENSITIVE APPROVAL OR DISAPPROVAL REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT, OR DEEMED APPROVAL WILL OCCUR” and Borrower shall promptly revise, (z) Administrative Agent fails to expressly approve or cause Operating Lessee to revise, the same in accordance with the process described in this subsection until the Lender approves disapprove the Annual Budget. Until Budget identified in such time that Lender approves a proposed Annual Budgetsecond submission within such additional five (5) Business Day period, the most recently Approved Annual Budget shall apply; provided that, then such Approved Annual Budget shall be adjusted deemed to reflect actual increases in real estate taxes, insurance premiums and utilities expenseshave been approved by Administrative Agent.

Annual Budget. For The annual budget for the partial year period commencing on Operation of the date hereofHotel (the “Annual Budget”) shall be determined as follows: (a) Upon the execution of this Agreement for the first Fiscal Year, and for each calendar year thereafternot later than (b) the Owner shall review the Proposed Annual Budget, and, if the Borrower Owner approves the Proposed Annual Budget, shall submit give its written approval to Lender an the Operator within ( ) days of receipt thereof. The Operator, through the , shall meet with the Owner at the Hotel as reasonably requested by the Owner to discuss the Proposed Annual Budget. The Owner shall not unreasonably withhold its approval of any portion of the Proposed Annual Budget, and shall not withhold its approval of any portion of the Proposed Annual Budget not later than sixty (60) days prior which represents an expenditure or expenditures necessary to maintain or operate the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, 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 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 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 Hotel in accordance with the process described in this subsection until Standard; (c) if the Lender approves Owner does not comment upon a Proposed Annual Budget within ( ) days after it has been submitted by the Operator, then the Owner shall be deemed to have accepted the Proposed Annual Budget as submitted and the Proposed Annual Budget shall be deemed to be the Annual Budget. Until such time that Lender approves a proposed Budget for the Fiscal Year to which it relates; (d) if the Owner objects to any portion of the Proposed Annual Budget, the most recently Approved Owner and the Operator shall attempt to reach agreement with respect to the items to which the Owner objects, and, to the extent that agreement is reached before the end of the first calendar month of the Fiscal Year to which the Proposed Annual Budget shall apply; provided thatrelates, such Approved the Proposed Annual Budget shall be adjusted deemed to have been modified accordingly and the Proposed Annual Budget, as so modified, shall be the Annual Budget for the Fiscal Year to which it relates, effective as of the date of commencement thereof; (e) if the Owner objects to any portion of the Proposed Annual Budget and the Owner and the Operator fail to agree with respect to the items to which the Owner objects before the end of the first calendar month of the Fiscal Year to which the Proposed Annual Budget relates, then those remaining disputed items shall be resolved by a Hotel Expert, which shall determine: (i) as to Total Revenue projections to the extent disputed by Owner, whether the Operator's projections are reasonable in light of general market conditions and Operator’s overall pricing structure (but not as to specific pricing decisions), and (ii) with respect to disputed Operating Expenses and Capital Expenditures, whether the items provided for in the Proposed Annual Budget are reasonably necessary to permit the Operator to operate the Hotel Facilities in accordance with the Standard and the provisions of this Agreement. Such consultant may not make a determination as to whether (i) any expenditure required to meet the Standard is unreasonable or unnecessary in the current Fiscal Year or (ii) what constitutes the Standard (excepting solely whether the item satisfies the Standard's definitional requirements set forth in Section 1.1), but shall limit the determination as to whether the proposed expenditure is an appropriate methodology of achieving compliance with the Standard. If the Owner objects to a portion but not all of the Proposed Annual Budget in accordance with the above or if Operator and Owner agree with respect to an item prior to such item being referred to the Hotel Expert as provided for above, any portion of the Proposed Annual Budget not timely objected to, or otherwise agreed to, shall be deemed to have been approved; (f) the Proposed Annual Budget, modified as necessary to reflect actual increases any determination by an independent consultant as aforesaid, shall be the Annual Budget for the Fiscal Year to which it relates, effective as of the date of such modification; (g) notwithstanding any other provision of this Agreement, the Operator shall be authorized to incur expenditures pending resolution of any dispute with respect to a Proposed Annual Budget in real estate taxesaccordance with the Proposed Annual Budget: (a) as to any undisputed portion of the Proposed Annual Budget, insurance premiums and utilities expenses(b) as to any disputed portions of the Proposed Annual Budget, (i) and, solely with respect to the initial Proposed Annual Budget, in accordance with the Proposed Annual Budget, and (ii) with respect to all subsequent Proposed Annual Budgets, in an amount equal to the amount included in the Annual Budget for the preceding Fiscal Year, adjusted upward in accordance with the Index Ratio; provided, however, that during the period of any unresolved dispute under the provisions of this Section 4.1, relating to Capital Expenditures, the applicable Capital Improvements shall not be commenced unless the failure to undertake such Capital Improvement would result in the Operator’s being unable to operate the Hotel in a safe and efficient manner, complying with all Applicable Laws and maintaining in full operation all facilities and services operated or provided in accordance with the terms of this Agreement in the immediately preceding Fiscal Year. Notwithstanding the provisions of the foregoing sentence, any Capital Improvements that are the continuation of a Capital Improvement project previously approved, including, without limitation, the Special Capital Improvement Project, may continue; and (h) the Proposed Annual Budget shall not be modified to reflect any objection of the Owner if, as a result thereof, the Operator would be unable to operate the Hotel in a safe and efficient manner, complying with all Applicable Laws and the Standard and maintaining in full operation all facilities and services operated or provided in accordance with the terms of this Agreement in the immediately preceding Fiscal Year.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year Fiscal Year thereafter, the Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior to the commencement of such period or calendar year Fiscal 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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which ’s approval shall not be unreasonably withheld (each such Annual Budget as approved by LenderBudget, an "“Approved Annual Budget"”). In the event that Lender reasonably objects to a proposed Annual Budget submitted by Borrower or an Operating Lesseewhich requires the approval of Lender hereunder, Lender shall advise Borrower of such objections in writing within thirty fifteen (3015) days after receipt thereof (and deliver to such party Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any further reasonable 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, 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 BudgetBudget which requires the approval of Lender hereunder, the most recently Approved Annual Budget shall apply; provided thatprovided, that such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxesTaxes, insurance premiums Insurance Premiums and utilities expenses. (a) In the event that Borrower must incur an extraordinary Operating Expense or Capital Expenditure not set forth in the 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 withheld, conditioned or delayed which shall be deemed granted if required immediately for the avoidance or mitigation of material damage to health, human safety or material portions of the Individual Property, if not objected to in writing by Lender within ten (10) days following receipt. Each approved Extraordinary Expense shall constitute an amendment to the Approved Annual Budget, and Borrower shall send Lender such revised Annual Budget at least 5 Business Days prior to the next Payment Date. (b) Borrower will furnish to Lender within one-hundred and twenty (120) days after June 30th and by December 31st of each calendar year, a certificate by the Guarantors certifying each Guarantor’s compliance with the Net Worth covenant contained in Section 6.1 of the Guaranty, executed by each such Guarantor.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the (a) Each Borrower shall prepare and submit (or shall cause Property Manager to Lender an Annual Budget not later than sixty (60prepare and submit) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effectby December 31st of each year during the Term, no later than five (5) Business Days after a budget is delivered for the Property owned by such Borrower for the succeeding calendar year and, promptly after preparation thereof, any revisions to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The such Annual Budget submitted for (such budget and any revisions being the calendar year in which “Annual Budget”). Upon the occurrence and during the continuance of a Trigger Event occurs, and for each calendar year thereafter during a Trigger Cash Management Period, such Annual Budget shall be subject to the approval of Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, an "Approved Annual Budget")or delayed. In the event that Lender objects to a proposed Each Annual Budget submitted by such Borrower while no Cash Management Period is continuing or an Operating Lesseeapproved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender during the continuance of a Cash Management Period and approved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender is referred to herein as the “Approved Annual Budget”. Provided no Event of Default is continuing, Lender shall advise Borrower of such objections 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 deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, once such Annual Budget has , so long as no Cash Management Period is continuing, been submitted to Lender or, during a Cash Management Period been approved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender, such operating expense budget shall be referred to herein as the “Approved Operating Budget”), and resubmit the same to Lender. Lender shall advise Borrower (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of any objections to anticipated Capital Expenses (and once such revised Annual Budget within ten has , so long as no Cash Management Period is continuing, been submitted to Lender or, during a Cash Management Period been approved (10or deemed approved pursuant to the terms of this Section 6.3.5) days after receipt thereof (and deliver by Lender, such Capital Expense budget shall be referred to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, herein as the same in accordance with the process described in this subsection until the Lender approves the Annual “Approved Capital Budget”). Until such time that Lender approves a proposed any Annual BudgetBudget has been approved (or deemed to have been approved) by Lender, the most recently prior Approved Annual Budget shall apply; apply for all purposes hereunder (with such adjustments for Approved Operating Expenses not otherwise contained in such Approved Operating Budget and as otherwise reasonably determined by Lender (including increases for any non-discretionary expenses)). (b) Provided no Event of Default is continuing, Lender’s failure to deny any written request by such Borrower for Lender’s approval of the Annual Budget required under this Section 6.3.5 shall be deemed to constitute Lender’s consent to such Annual Budget provided thatsuch Borrower has sent written request to Lender as provided in the following sentence and Lender has failed to respond to each of the notices required therein in the time-frame specified therein. In order to comply with the foregoing notice requirements to obtain Lender’s deemed approval of the Annual Budget, Borrower shall provide a copy of such Annual Budget together with a written notice sent in accordance with Section 6.1 hereof to Lender marked “PRIORITY” and shall conspicuously state in 14 point or larger bold type “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER SECTION 6.3.5 OF THE LOAN AGREEMENT, DATED AS OF DATED AS OF DECEMBER 8, 2017, AND ENTERED INTO IN CONNECTION WITH THE LOAN MADE TO ARC SMWMBFL001, LLC, ET AL. THIS IS BORROWER’S FIRST NOTICE OF REQUEST FOR APPROVAL OF THE ANNUAL BUDGET HEREIN PROVIDED. IF LENDER DOES NOT DECLINE APPROVAL IN WRITING OR REQUEST ADDITIONAL INFORMATION IN WRITING WITHIN THIRTY (30) DAYS OF ITS RECEIPT OF THIS LETTER THE ANNUAL BUDGET SHALL BE DEEMED APPROVED” and if Lender has failed to so respond by the fifteenth (15th) day, such Approved Annual Budget Borrower shall be adjusted to reflect actual increases send a second notice also marked “PRIORITY” and conspicuously stating in real estate taxes14 point or larger bold type “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER SECTION 6.3.5 OF THE LOAN AGREEMENT, insurance premiums and utilities expensesDATED AS OF DATED AS OF DECEMBER 8, 2017, AND ENTERED INTO IN CONNECTION WITH THE LOAN MADE TO ARC SMWMBFL001, LLC, ET AL. THIS IS BORROWER’S SECOND AND FINAL NOTICE OF REQUEST FOR APPROVAL OF THE ANNUAL BUDGET HEREIN PROVIDED. IF LENDER DOES NOT DECLINE APPROVAL IN WRITING OR REQUEST ADDITIONAL INFORMATION IN WRITING WITHIN FIFTEEN (15) DAYS OF ITS RECEIPT OF THIS LETTER THE ANNUAL BUDGET SHALL BE DEEMED APPROVED.”

Annual Budget. For Not later than January 31 of each calendar year, Borrowers will provide to Administrative Agent Borrowers’ proposed annual operating and capital improvements budget for the partial year period commencing on Projects (the date hereof“Annual Budget”) for such calendar year. Until the occurrence of an Excess Cash Flow Trigger Event, the Annual Budget shall be provided to Administrative Agent for informational purposes, and for each calendar year thereafterduring an Excess Cash Flow Period, the Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's Administrative Agent’s written approval, which approval shall not be unreasonably withheld (each such Annual Budget as so approved by Lenderin writing, an "the “Approved Annual Budget"”). In Within thirty (30) days after the event that Lender objects commencement of any Excess Cash Flow Period, Borrowers shall submit to a Administrative Agent the Annual Budget for the remainder of the calendar year which shall be subject to Administrative Agent’s written approval, which approval shall not be unreasonably withheld. Administrative Agent shall endeavor to approve any proposed Annual Budget submitted by Borrower or an Operating Lessee, Lender shall advise Borrower of such objections within thirty (30) days after following receipt thereof (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, such proposed Annual Budget and resubmit the same (or advise Borrowers with reasonable specificity as to Lender. Lender shall advise Borrower of any objections to such revised thereto). During an Excess Cash Flow Period, the Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a shall not take effect until 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 Budgetapproved by Administrative Agent. Until such time that Lender Administrative Agent approves a proposed an Annual Budget, the most recently recent Approved Annual Budget shall apply; provided thatapply (or if there is no prior Approved Annual Budget, such the most recent Annual Budget shall apply until an Approved Annual Budget is in place); provided, however, that the most recent Annual Budget shall automatically be adjusted to reflect actual increases in real estate taxesNon-Discretionary Expenses in an amount in the aggregate not to exceed five percent (5%) of the outstanding principal amount of the Loan and, insurance premiums without duplication, three percent (3%) increases in all other expense and utilities expensesscheduled revenue line items. As soon as practicable (and in any event, promptly after any payment), such Borrower Party shall notify Administrative Agent in writing of the intention to pay (or the payment of, as applicable) any Non-Discretionary Expenses and provide such additional information as Administrative Agent shall reasonably request. During an Excess Cash Flow Period, Borrowers shall operate the Projects in accordance with and subject to the terms of the Approved Annual Budget until the expiration of the Excess Cash Flow Period.

Annual Budget. For Prior to the partial year period commencing on Closing Date, Borrower has submitted and Lender has approved an Annual Budget for the date hereof, and for each remaining portion of the 2017 calendar year thereafter, (the “Approved Initial Budget”). Borrower shall submit to Lender an by November 1 of each year the Annual Budget relating to the Properties for the succeeding calendar year. During the continuance of a Cash Sweep Period, Lender shall have the right to approve each Annual Budget or portion thereof, as applicable (which approval shall not later than sixty (60) days be unreasonably, conditioned or delayed withheld so long as no Event of Default is continuing). An Annual Budget so approved by Lender or any Annual Budget submitted prior to the commencement of such period or calendar year in form reasonably satisfactory a Cash Sweep Period shall each hereinafter be referred 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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, an "“Approved Annual Budget")”. In the event that Lender objects to of 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 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 Transfer 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, or cause Operating Lessee to revise, Property 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 adjusted reduced as reasonably determined by Lender in consultation with Borrower in order to reflect actual increases the removal of such Property and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in real estate taxesthe event such Transfer is made in connection with a substitution under Section 2.4.2(a). If Lender has the right to approve an Annual Budget (or portion thereof) pursuant to this Section 4.3.2, insurance premiums Borrower shall not change or modify the Annual Budget (or such portion) that has been approved by Lender without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). The “Monthly Budgeted Amount” for each Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses for the Interest Period related to such Payment Date, but excluding management fees, Property Taxes that are required to be deposited into the Tax Subaccount pursuant to Section 6.1 and utilities expensesInsurance Premiums that are required to be deposited into the Insurance Subaccount pursuant to Section 6.2. If during any Cash Sweep Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior to the commencement of the calendar year (or applicable portion thereof) to which such budget relates then the previous Approved Annual Budget (or applicable portion thereof) shall continue to be deemed to be the Approved Annual Budget for that calendar year (or applicable portion thereof).

Annual Budget. For (a) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender by November 15th of each year during the partial year period commencing on Term (i) a proposed pro forma operating expense budget for the date hereof, and Property for each the succeeding calendar year thereafter(the “Annual Operating Budget”) showing, the Borrower shall submit on a month-by-month basis, in reasonable detail, each line item of Borrower’s anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to Lender an establish, maintain and/or increase any monthly payments required hereunder and (ii) promptly after preparation thereof, any revisions to such Annual Budget not later than sixty (60) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating LeaseBudget. The Annual Operating Budget submitted for the calendar year in which a Trigger Event occurs, (and for each calendar year thereafter during a Trigger Period, any revision thereof) shall be subject to reasonable approval by Lender's written approval, which approval shall not be unreasonably withheld (each such . Each Annual Operating Budget as approved by Lender, an "Lender is referred to herein as the “Approved Annual Operating 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 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 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 any Annual Operating Budget has been approved by Lender, the prior Annual Operating Budget or Approved Operating Budget (as the case may be) shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender approves (including increases for any non-discretionary expenses)). (b) Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender by November 15th of each year during the Term, (i) a proposed pro forma capital expense budget for the Property for the succeeding calendar year showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (the “Annual Capital Budget”) and (ii) promptly after preparation thereof, the most recently Approved any revisions to such Annual Capital Budget. The Annual Capital Budget shall apply; provided that, such Approved Annual Budget (and any revision thereof) shall be adjusted subject to reflect actual increases in real estate taxes, insurance premiums and utilities expensesreasonable approval by Lender. Each Annual Capital Budget approved by Lender is referred to herein as the “Approved Capital Budget”.

Annual Budget. For Within 45 days following the partial year period commencing on end of Tenant's fiscal year, Tenant shall deliver to Landlord, for its approval, but only as contemplated below, a budget setting forth the date hereofoperating expenditures expected to be incurred by Tenant in connection with the maintenance and operation of the premises during the following lease year. Each such budget shall be in form and detail reasonably satisfactory to Landlord. In the event that the amount budgeted for repairs and maintenance required by Tenant under this Lease shows a decrease of more than ten percent (10%) of the average of such maintenance and repair budget amounts (in the aggregate or for any specific line item), for the preceding three (3) calendar years (a "MATERIAL REDUCTION"), Tenant shall include a written justification of such reduced amount. If landlord, acting reasonably and in good faith, rejects Tenant's justification of the Material Reduction, Landlord shall notify Tenant in writing within (30) days following Landlord's receipt of Tenant's justification that Landlord reasonably disputes same and Tenant shall promptly thereafter revise such budget to increase the amount budgeted for each Tenant's maintenance and repair required under the terms of this Lease to the lowest actual amounts incurred by Tenant for such maintenance and repair over the preceding three (3) calendar year thereafter, the Borrower shall submit to Lender an Annual Budget not later than years. Within sixty (60) days prior after the expiration of each lease year, Tenant shall deliver to Landlord a detailed statement (I) setting forth the commencement of actual expenses incurred by Tenant in maintaining the Premises during such period or calendar lease year and (ii) stating in comparative form the expenses actually incurred by Tenant in maintaining the Premises during the lease year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains question and the amounts set forth 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 Leasesuch lease year's approved budget. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, Each such statement shall be subject certified by the either chief financial officer to LenderTenant or Tenant's written approvalvice president over facilities as being true and correct in all material respects. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS SUBSECTION 7F, which approval shall not be unreasonably withheld IT IS UNDERSTOOD AND AGREED THAT NO APPROVAL BY LANDLORD OF ANY BUDGET OR ANY ITEM THEREIN, NOR ANY FAILURE OF LANDLORD TO OBJECTION TO ANY BUDGET OR ANY ITEM THEREIN, NOR ANY REASONS EXPRESSED FOR ANY OBJECTION BY LANDLORD, NOR THE AMOUNT OF ANY BUDGET ITEM, WHETHER LESS THAN OR MORE THAN PRIOR YEARS', SHALL IN ANY WAY INDICATE ANY CONSENT OF OR WAIVER BY LANDLORD, OR IN ANY WAY PERTAIN TO OR AFFECT, (each such Annual Budget as approved by LenderI) ANY OF TENANT'S OBLIGATIONS UNDER THIS LEASE WITH RESPECT TO MAINTAINING THE PREMISES AT THE ZALE HEADQUARTERS STANDARD, 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 OR (302) days after receipt thereof (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, such Annual Budget 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, 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 adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expensesANY OTHER PROVISIONS OF THIS LEASE PERTAINING TO TENANT'S MAINTENANCE AND REPAIR OBLIGATIONS.

Annual Budget. For Prior to the partial year period commencing on Closing Date, Borrower has submitted and Lender has approved an Annual Budget for the date hereof, and for each 2015 calendar year thereafter, (the “Approved Initial Budget”). Borrower shall submit to Lender an by November 1 of each year the Annual Budget relating to the Properties for the succeeding calendar year. During the continuance of a Cash 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 later than sixty (60) days be unreasonably, conditioned or delayed withheld so long as no Event of Default is continuing). An Annual Budget so approved by Lender or any Annual Budget submitted prior to the commencement of such period or calendar year in form reasonably satisfactory a Cash Sweep Period that commences prior to Lenderthe Anticipated Repayment Date, or for so long shall each hereinafter be referred to 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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, an "“Approved Annual Budget")”. In the event that Lender objects to of 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 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 Transfer 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, or cause Operating Lessee to revise, Property 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 adjusted reduced as reasonably determined by Lender in consultation with Borrower in order to reflect actual increases the removal of such Property and the Operating Expenses associated therewith; provided, further, that no such reduction shall be made in real estate taxesthe event such Transfer is made in connection with a substitution under Section 2.4.2(a). If Lender has the right to approve an Annual Budget (or portion thereof) pursuant to this Section 4.3.2, insurance premiums neither Borrower nor Manager shall change or modify the Annual Budget (or such portion) that has been approved by Lender without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). The “Monthly Budgeted Amount” for each Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses for the Interest Period related to such Payment Date, but excluding management fees, Property Taxes that are required to be deposited into the Tax Subaccount pursuant to Section 6.1 and utilities expensesInsurance Premiums that are required to be deposited into the Insurance Subaccount pursuant to Section 6.2. If during any Cash Sweep Period or with respect to any period from and after the Anticipated Repayment Date, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior to the commencement of the calendar year (or applicable portion thereof) to which such budget relates then the previous Approved Annual Budget (or applicable portion thereof) shall continue to be deemed to be the Approved Annual Budget for that calendar year (or applicable portion thereof).

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall submit to Lender an Annual Budget not later than sixty thirty (6030) days prior to the commencement of each Fiscal Year, an Annual Budget for such period or calendar year in form reasonably satisfactory Fiscal Year with respect 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 Leaseeach Property. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which ’s reasonable approval shall not be unreasonably withheld (each such Annual Budget as approved by LenderBudget, an "“Approved Annual Budget"”). In the event that Lender objects to a proposed Annual Budget submitted by Borrower or an Operating LesseeBorrower, Lender shall advise Borrower of such objections within thirty fifteen (3015) days Business Days after receipt thereof (and deliver to such party Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, 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 Business 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, revise the same in accordance with the process described in this subsection Section 4.1.6(h) until the Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget, the most recently recent Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxesProperty Taxes, insurance premiums Insurance Premiums and utilities expensesOther Charges. In the event that Borrower must incur an extraordinary operating expense or capital expense not set forth in the applicable Approved Annual Budget (each, an “Extraordinary Expense”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval.

Annual Budget. (a) For the partial year period commencing on the date hereofeach Fiscal Year, and for each calendar year thereafter, the Borrower shall submit prepare or cause to be prepared and deliver to Lender for its approval, which shall not be unreasonably withheld, promptly upon its completion, an Annual Budget not later than sixty (60including all drafts of such Annual Budget and including all amendments and drafts of such amendments) days prior as it is prepared in respect of the Property for each Fiscal Year. In the event Borrower engages a third party Property Manager in accordance with the provisions of this Agreement to manage the Property, to the commencement extent the Borrower has the right to approve any Annual Budget or amendment to any Annual Budget under the Property Management Agreement pursuant to which such Property Manager is engaged or to the extent the Borrower has the right to approve or consent to any variance from the Annual Budget in excess of 5% of any line-item under such period Property Management Agreement, Borrower shall not approve any such Annual Budget or calendar year in form reasonably satisfactory any such amendment to any Annual Budget or approve or consent to any variance from such Annual Budget without the consent of Lender, or for so long as an Operating Lease remains in effect, no later than five which consent shall not be unreasonably withheld. Lender shall have fifteen (515) Business Days after a budget is delivered Lender’s receipt thereof to Borrower by an Operating Lessee pursuant to approve or disapprove any Annual Budget. If, at the terms expiration of an Operating Lease. The such fifteen (15) Business Day approval period, Lender has not either approved or disapproved the Annual Budget submitted for the calendar year in which a Trigger Event occursquestion, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, 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 reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, such Annual Budget and resubmit the same deliver a second notice to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget budget within ten five Business Days (105) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) second notice and Borrower shall promptly revise, or cause Operating Lessee revise and resubmit same to revise, the same Lender in accordance with the process described in this subsection Section until Lender has approved the Annual Budget in writing. Unless and until Lender approves the new Annual Budget in writing, Borrower shall continue to operate the Property in accordance with the then existing Annual Budget with increases in expenditures in an amount equal to the CPI. (b) Notwithstanding the foregoing clause (a), if, following the expiration of the initial Low NOI Period, a subsequent Low NOI Period has occurred and is continuing, Borrower shall cause the Property Manager to prepare and deliver to Lender for Lender’s approval in the manner set forth in clause (a), a revised 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 real estate taxes, insurance premiums and utilities expenses.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year Fiscal Year thereafter, the Borrower or Op Co Pledgor shall submit (or cause Mortgage Borrower or Operating Lessee to submit) to Lender an Annual Budget not later than sixty thirty (6030) days prior to the commencement of such period or calendar year Fiscal Year, which Annual Budget shall set forth, on a month-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, 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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, any revisions thereto shall be subject to Lender's ’s written approvalapproval (each such Annual Budget, an “Approved Annual Budget”), which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lenderwithheld, an "Approved Annual Budget")conditioned, or delayed. In the event that Lender objects to a proposed Annual Budget submitted by Borrower or an Operating LesseeBorrower, Lender shall advise Borrower of such objections within thirty fifteen (3015) days after receipt thereof (and deliver to such party Borrower a reasonably detailed description of such reasonable objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, 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, or cause Operating Lessee to revise, revise the same in accordance with the process described in this subsection Section 4.1.6(h) 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 adjusted to reflect actual increases in real estate taxesTaxes, insurance premiums Insurance Premiums and utilities expensesOther Charges. At any time that Lender’s approval is required under this Section 4.1.6(h) with respect to an Annual Budget, Lender’s approval shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto. In the event that Borrower must incur an extraordinary operating expense or capital expense not set forth in the applicable Approved Annual Budget or which results in an increase of more than ten percent (10%) of any individual line item for 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 be unreasonably withheld, conditioned, or delayed.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender an Annual Budget not later than sixty (60) days prior to by December 15th of each year during the commencement of such period or calendar year in form reasonably satisfactory to Term, for approval by 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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the “Annual Budget”, and each such Annual Budget approved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender is referred to herein as approved by Lender, an "the “Approved Annual Budget"”)), and, promptly after preparation thereof, any revisions to such Annual Budget. In the event that Lender objects Lender’s failure to a proposed approve or disapprove any Annual Budget submitted by Borrower or an Operating Lessee, Lender shall advise Borrower of such objections 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 deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender, such operating expense budget shall be referred to herein as the “Approved Operating Budget”), and resubmit the same to Lender. Lender shall advise Borrower (ii) a Capital Expense/FF&E Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of any objections to anticipated Capital Expenses and FF&E Expenses (and once such revised Annual Budget within ten has been approved (10or deemed approved pursuant to the terms of this Section 6.3.5) days after receipt thereof (and deliver by Lender, such Capital Expense/FF&E Expense budget shall be referred to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, herein as the same in accordance with the process described in this subsection until the Lender approves the Annual “Approved Capital/FF&E Budget”). Until such time that Lender approves a proposed any Annual BudgetBudget has been approved (or deemed to have been approved) by Lender, the most recently prior Approved Annual Budget shall apply; provided thatapply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any Taxes, such Approved Annual Budget Insurance Premiums or utilities)). Borrower shall be adjusted permitted to reflect actual increases in real estate taxessubmit revisions to any Approved Operating Budget or any Approved Capital/FF&E Budget for approval by Lender, insurance premiums and utilities expenseswhich approval shall not be unreasonably withheld or delayed. On the date hereof Borrower has delivered to Lender, an Approved Operating Budget, which Approved Operating Budget is attached hereto as Schedule 6.

Annual Budget. For (a) The initial Annual Budget for the partial remainder of calendar year 2018 for the period commencing beginning on the date hereofEffective Date and ending on December 31, and for 2018, including the related variances, is attached hereto as Exhibit C-1 (the “Initial Annual Budget”). For each calendar year Fiscal Year thereafter, the Borrower Common Board Members shall submit be responsible for causing to Lender an Annual Budget not later than sixty be prepared and submitting (60or causing to be prepared and submitted) days prior to the commencement of such period or calendar year in form reasonably satisfactory to LenderBoard for approval as a Major Decision a proposed updated Annual Budget, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after including the related variances. “Annual Budget” means a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Leaseapproved in accordance with this Agreement. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject caused to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved prepared by Lender, 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 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 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 Common Board Members in accordance with the process described Budget Development Protocols (including the preparation of the back-up materials on the timetable set forth therein) set forth in this subsection until Exhibit C-2. The Annual Budget for each Fiscal Year shall be prepared with the Lender approves same detail and line items as set forth in the Initial Annual BudgetBudget and such other detail as Preferred Board Members may reasonably request. Until such time that Lender approves In connection with the review of a proposed Annual Budget, the most recently Approved Preferred Board Members may reasonably request additional information regarding the materials supporting the proposed Annual Budget or such other information as is necessary or desirable to enable review of such proposed Annual Budget, and the Common Board Members shall apply; cause to be provided thatsuch requested information. The Preferred Board Members shall consent to or reject the proposed Annual Budget, or request additional information, within ten (10) Business Days following (i) receipt of such Approved proposed Annual Budget or (ii) receipt of all additional information that is, in the determination of the Preferred Board Members, necessary or desirable to enable review of such proposed Annual Budget. The Common Board Members shall cause to be prepared and submitted annually the Annual Budget no later than December 10 for the next Fiscal Year. The Annual Budget for each Fiscal Year shall include the projected use of the Pre-Funded Expense Account, including as shown on Exhibit C-1 for the four Fiscal Quarters comprising such Fiscal Year. In connection with the submission of the Annual Budget, the Common Board Members shall cause to be prepared or submitted to the Board an annual business plan for Company and its Subsidiaries including a responsible five (5)-year forecast for Company’s operations including the operating metrics set forth in Exhibit C-4. The Preferred Board Members, or their designated representative, shall be adjusted provided reasonable access to reflect actual increases all information, data, reports, models, and analyses relied on in real estate taxesdeveloping the Annual Plan (including, insurance premiums for the avoidance of doubt, all financial and utilities expensessilvicultural assumptions, constraints, supporting stand level data, merchantable timber volumes, pre-merchantable acres by species and age class, and acres by land classification).

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall prepare and submit (or shall cause Owner or Manager to prepare and submit) to Lender an Annual Budget not later than sixty (60) days prior to by December 15th of each year during the commencement of such period or calendar year in form reasonably satisfactory to Term, for approval by 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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the “Annual Budget”, and each Annual Budget approved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender is referred to herein as the “Approved Annual Budget”)), and, promptly after preparation thereof, any revisions to such Annual Budget. Lender’s failure to approve or disapprove any Annual Budget or revision within 30 days after Lender’s receipt thereof shall be deemed to constitute Lender’s approval thereof. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of 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 as has been approved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender, an "such operating expense budget shall be referred to herein as the “Approved Annual Operating Budget"”). In the event that Lender objects to , and (ii) a proposed Annual Budget submitted by Borrower or an Operating LesseeCapital Expense/FF&E Expense budget showing, Lender shall advise Borrower on a month-by-month basis, in reasonable detail, each line item of such objections within thirty (30) days after receipt thereof anticipated Capital Expenses and FF&E Expenses (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, once such Annual Budget and resubmit has been approved (or deemed approved pursuant to the same terms of this Section 6.3.5) by Lender, such Capital Expense/FF&E Expense budget shall be referred 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, or cause Operating Lessee to revise, herein as the same in accordance with the process described in this subsection until the Lender approves the Annual “Approved Capital/FF&E Budget”). Until such time that Lender approves a proposed any Annual BudgetBudget has been approved (or deemed to have been approved) by Lender, the most recently prior Approved Annual Budget shall apply; provided thatapply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any Taxes, such Approved Annual Budget Insurance Premiums or utilities)). Borrower shall be adjusted permitted to reflect actual increases in real estate taxessubmit revisions to any Approved Operating Budget or any Approved Capital/FF&E Budget for approval by Lender, insurance premiums and utilities expenseswhich approval shall not be unreasonably withheld or delayed. On the date hereof Borrower has delivered to Lender, an Approved Operating Budget, which Approved Operating Budget is attached hereto as Schedule 5.

Annual Budget. For The Borrowers and Lender have agreed that the partial year period commencing on budget attached hereto as Schedule 8 is the date hereof, and pro forma budget for each calendar year thereafter, the Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted Properties for the calendar year in 2008, which a Trigger Event occursLender hereby approves (the “Initial Budget”). The Borrowers shall deliver to Lender any proposed revision to the Initial Budget and if such revision, and by itself or together with (a) any proposed Annual Budget for each the succeeding calendar year thereafter during a Trigger Periodreflects an increase in the total costs set forth in the Annual Budget in effect at the end of the then current calendar year of more than five percent (5%) (excluding, for purposes of this calculation, increases in the costs of Taxes, Insurance Premiums and utilities) or (b) any proposed revision to any Annual Budget which, by itself or together with any previous revision to such Annual Budget, increases the total costs set forth in such Annual Budget by more than five percent (5%) (excluding, for purposes of this calculation, increases in the costs of Taxes, Insurance Premiums and utilities), then such Annual Budget or proposed revision, as the case may be, shall be subject to Lender's written approval, Lender approval which approval shall not be unreasonably withheld (each such withheld, conditioned or delayed, otherwise no approval of Lender shall be required except upon the occurrence and continuance of an Event of Default. Lender’s failure to approve or disapprove any Annual Budget as approved by Lender, an "Approved Annual Budget"). In the event that Lender objects to a or proposed Annual Budget submitted by Borrower or an Operating Lessee, Lender shall advise Borrower of such objections 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 Borrowers’ anticipated operating income and operating expenses (on a cash and accrual basis) (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, once such Annual Budget has been approved (or deemed approved pursuant to the terms of this Section 6.3.5) by Lender, such operating expense budget shall be referred to herein as the “Approved Operating Budget”), and resubmit the same to Lender. Lender shall advise Borrower (ii) a Capital Expense budget showing in reasonable detail, each line item of any objections to anticipated Capital Expenses (and once such revised Annual Budget within ten has been approved (10or deemed approved pursuant to the terms of this Section 6.3.5) days after receipt thereof (and deliver by Lender, such Capital Expense budget shall be referred to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, herein as the same in accordance with the process described in this subsection until the Lender approves the Annual “Approved Capital Budget”). Until such time that Lender approves a proposed any Annual BudgetBudget has been approved (or deemed to have been approved) by Lender, the most recently prior Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual apply for all purposes hereunder (with adjustments for increases for any non-discretionary expenses and other adjustments approved by Lender in real estate taxes, insurance premiums and utilities expensesits reasonable discretion).

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the (a) Borrower shall submit (or cause Owner to submit) to Lender by December 31 of each year the Annual Budget 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 not later than sixty (60) days prior 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 commencement Properties. During the continuance 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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a any Trigger Period, Lender shall be subject have the right to Lender's written approval, approve each Annual Budget (which approval shall not be unreasonably withheld (each 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). 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 “Approved Annual Budget”. During the continuance of a Trigger Period, until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with 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 unreasonably withheld, conditioned or delayed so long as there is no Event of Default then continuing (until such time as the applicable Trigger Period ends, after which unless and until a new Trigger Period shall begin). , no Lender consent shall be required and Borrower may change or modify (or permit Owner to change or modify) an Approved Annual Budget in accordance with the terms of this Section 4.9.5. (b) In the event that Lender objects Borrower is required to obtain Lender’s approval of a proposed Annual Budget submitted (or any proposed modification thereof) pursuant to this Section 4.9.5, Lender’s approval shall be deemed given by Lender if (I) the first correspondence from Borrower to Lender requesting such approval (A) is enclosed in an envelope marked “PRIORITY”, (B) contains a legend, prominently displayed at the top of each page thereof, in bold, all caps and fourteen (14) point or an Operating Lessee, Lender shall advise larger font stating that Borrower is requesting the Lender’s approval of the proposed Annual Budget (or the proposed modification thereof) under Section 4.9.5 of the Loan Agreement and that Lender’s failure to respond to such objections request within thirty (30) days after following its receipt thereof of such request may result in such request being deemed granted, and (C) is accompanied by a copy of the proposed Annual Budget (or the proposed modification thereof) and all information and documentation (and in such detail) as is reasonably necessary to allow Lender to adequately and completely evaluate the request (which information may be provided electronically in the form of a CD Rom or other portable electronic media enclosed with such notice), (II) Lender shall fail to respond to such request within thirty (30) days following its receipt of such request, (III) Borrower shall deliver to Lender a second written request for approval, which request is delivered in the same form and manner as contemplated in clause (I) above and states that Lender’s failure to respond to such party a reasonably detailed description request within fifteen (15) days following its receipt of such objectionssecond request, shall result in such request being deemed granted, and (IV) and Lender shall fail to respond to such request in the manner contemplated in clause (III)(B) above within such fifteen (15) day period. In the event Lender timely objects (stating the basis for its objection in reasonable detail) to a proposed Annual Budget (or the proposed modification thereof) in accordance with the foregoing, Borrower shall promptly revise, or cause Operating Lessee to revisebe revised, such Annual Budget (or the proposed modification thereof) and resubmit the same to Lender. Lender shall advise Borrower Lender’s approval of any objections to such a revised Annual Budget within ten (10or revised modification thereof) days after receipt thereof (and deliver shall be deemed given by Lender if such revision is submitted to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, the same Lender in accordance with the process described clauses (I) and (III) above and Lender shall fail to respond 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 adjusted to reflect actual increases in real estate taxes, insurance premiums accordance with clauses (II) and utilities expenses(IV) above.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year Fiscal Year thereafter, the Borrower or Operating Lessee shall submit to Lender an Annual Budget not later than sixty thirty (6030) days prior to the commencement of such period or calendar year 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 (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, 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 calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, any revisions thereto shall be subject to Lender's ’s written approvalapproval (each such Annual Budget, an “Approved Annual Budget”), which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lenderwithheld, an "Approved Annual Budget")conditioned, or delayed. In the event that Lender objects to a proposed Annual Budget submitted by Borrower or an Operating LesseeBorrower, Lender shall advise Borrower of such objections within thirty fifteen (3015) days after receipt thereof (and deliver to such party Borrower a reasonably detailed description of such reasonable objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, 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, or cause Operating Lessee to revise, revise the same in accordance with the process described in this subsection Section 4.1.6(h) 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 adjusted to reflect actual increases in real estate taxesTaxes, insurance premiums Insurance Premiums and utilities expensesOther Charges. At any time that Lender’s approval is required under this Section 4.1.6(h) with respect to an Annual Budget, Lender’s approval shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto. In the event that Borrower must incur an extraordinary operating expense or capital expense not set forth in the applicable Approved Annual Budget or which results in an increase of more than ten percent (10%) of any individual line item for 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 be unreasonably withheld, conditioned, or delayed.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall submit to Lender an by December 1 of each year the Annual Budget not later than sixty (60) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, succeeding Fiscal Year. Upon the occurrence and for each calendar year thereafter during the continuance of a Trigger Period, Lender shall be subject have the right to Lender's written approval, approve each Annual Budget and any modification thereto (which approval shall not be unreasonably withheld so long as no Event of Default is continuing) and Annual Budgets (each such Annual Budget as and any modifications thereto) submitted to Lender in accordance herewith and, if and to the extent required hereunder, approved by Lender, shall 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 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 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 any Annual Budget or any modification thereto that is required to be approved by Lender approves a proposed Annual Budgetpursuant to this Section 4.9.5 has been approved by Lender, the most recently prior Approved Annual Budget shall apply; provided that, apply for all purposes hereunder (with such Approved Annual Budget shall be adjusted adjustments as reasonably determined by Lender to reflect actual increases in real estate taxesTaxes, insurance premiums Insurance Premiums, Common Charges Insurance Premiums and utilities expenses). Upon the commencement of a Trigger Period, Lender may require Borrower to furnish to Lender an updated Annual Budget for Lender’s approval (which approval shall not be unreasonably withheld or delayed so long as no Event of Default is continuing). In addition, if, as of any Calculation Date, the Debt Service Coverage Ratio is less than 1.20:1.00, Lender may require Borrower to furnish to Lender on a quarterly basis, an updated Annual Budget for Lender’s approval (which approval shall not be unreasonably withheld or delayed so long as no Event of Default is continuing).

Annual Budget. The Lessee shall submit the Annual Budget for 1996 to the Lessor for Lessor's approval by December 31, 1995. For the partial year period commencing on the date hereof, and for each calendar year all Fiscal Years thereafter, the Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior to the commencement of such period or calendar year in form reasonably satisfactory each Fiscal Year, Lessee shall submit the Annual Budget to Lender, or Lessor 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 LeaseLessor's approval. The Annual Budget submitted for 1996 shall contain the following: (a) Lessee's reasonable estimate of Gross Revenues (including room rates), Gross Operating Expenses, and Gross Operating Profits for the calendar year forthcoming Fiscal Year itemized on schedules prepared by Lessee, as same may be revised or replaced from time to time by Lessee and approved by Lessor, together with the assumptions, in which narrative form, forming the basis of such schedules. (b) The Capital Expenditure Budget described in Section 40 hereof. (c) A cash flow projection. (d) A narrative description of the program for advertising and marketing the Leased Property for the forthcoming Fiscal Year containing a Trigger Event occursdetailed budget itemization of the proposed advertising expenditures by category and the assumptions, in narrative form forming the basis of such budget itemization. Notwithstanding the foregoing, if Lessor and for each calendar year thereafter during a Trigger PeriodLessee are unable to agree upon the Annual Budget or any details thereof, the final Annual Budget shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved determined by Lender, 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 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 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 arbitration in accordance with the process described provisions of SECTION 42 hereof, it being understood that only those details, line items or portions of the Annual Budget which are in dispute shall be the subject of such arbitration. Pending the conclusion of any such arbitration proceeding, the Annual Budget for all purposes under this subsection until Lease shall be the Lender approves Annual Budget for the prior Fiscal Year, modified by increasing the Lease expenses by a factor of ten percent (10%). Lessor and Lessee agree that arbitration shall be the sole procedure for resolving any dispute regarding the Annual Budget. Until such time that Lender approves a proposed Lessee shall diligently pursue all feasible measures to enable the Leased Property to adhere to the Annual Budget, provided, however, Lessor acknowledges and agrees that Lessee will not be responsible for any variances from the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expensesBudget.

Annual Budget. For the partial year period commencing on the date hereof(i) Not later than March 1 of each Fiscal Year hereafter, Borrowers shall cause each First Mezzanine Borrower to cause each Property Owner to prepare or cause to be prepared and deliver to Lender, for each calendar year thereafterinformational purposes only, the Borrower shall submit to Lender an Annual Budget not later than sixty in respect of the Properties for the Fiscal Year in which such delivery date falls. If the Property Owners subsequently amend the Annual Budget, Borrowers shall cause each First Mezzanine Borrower to cause each Property Owner to promptly deliver the amended Annual Budget to Lender. (60ii) days prior Notwithstanding the foregoing clause (i), if a Low DSCR Period has occurred and is continuing, Borrowers shall cause each First Mezzanine Borrower to cause each Property Owner to prepare or cause to be prepared and deliver to Lender, upon the commencement of such period or calendar year in form reasonably satisfactory to Lender, or Low DSCR Period and for so long as such Low DSCR Period is continuing, for each Fiscal Year commencing thereafter, an Operating Lease remains Annual Budget (including all drafts of such Annual Budget and including all amendments and drafts of such amendments) as it is prepared in effectrespect of the Properties for such Fiscal Year. During any Low DSCR Period, 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 extent any Property Owner has the right to approve any Annual Budget submitted for or amendment to any Annual Budget under any Property Management Agreement or to the calendar year extent any Property Owner has the right to approve or consent to any variance from the Annual Budget in which a Trigger Event occursexcess of 5% of any line-item under any Property Management Agreement, and for each calendar year thereafter during a Trigger Period, Borrowers shall be subject not permit any First Mezzanine Borrower to permit any Property Owner to approve any such Annual Budget or any such amendment to any Annual Budget or approve or consent to any variance from such Annual Budget without the prior written consent of Lender's written approval, which approval consent shall not be unreasonably withheld (each such withheld. To the extent Lender has the right to approve or disapprove any Annual Budget as approved by Lender, an "Approved Annual Budget"or variance therefrom in accordance with this Section 5.1(q)(ii). 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 have thirty (30) days after Lender’s receipt thereof (and deliver to such party a reasonably detailed description approve or disapprove any Annual Budget. If, at the expiration of such objectionsthirty (30) and day approval period, Lender has not either approved or disapproved the Annual Budget in question, Borrowers shall cause each First Mezzanine Borrower shall promptly revise, to cause each Property Owner to deliver a second notice to Lender. Lender’s failure to approve or cause Operating Lessee to revise, disapprove such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten fifteen (1015) days after Lender’s 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 second notice from Borrowers shall be adjusted deemed to reflect actual increases in real estate taxes, insurance premiums and utilities expensesconstitute Lender’s approval thereof.

Annual Budget. For (a) Prior to the partial year period commencing on Closing Date, Borrower has provided to Lender, for informational purposes, an Annual Budget for the date hereof2024 Fiscal Year. Provided no Trigger Period has occurred and is continuing, and for each calendar year thereafter, the Borrower shall submit provide to Lender, for informational purposes, no later than thirty (30) days following the end of the prior Fiscal Year (commencing with the Fiscal Year ending December 31, 2024) the Annual Budget for the current Fiscal Year; provided, however, that, if any Trigger Period commences, Borrower shall deliver to Lender an Annual Budget not later than sixty for Lender’s review and approval (60) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lenderwithheld, an "Approved Annual Budget"conditioned or delayed, subject to the provisions of Section 4.9.5(b). 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 reasonably detailed description of the commencement of such objections) Trigger Period. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget, including extraordinary operating expenses and Borrower Capital Expenditures (which approval shall promptly revisenot be unreasonably withheld, conditioned or cause Operating Lessee delayed, subject to revise, such the provisions of Section 4.9.5(b)). An Annual Budget and resubmit delivered to Lender (other than during the same continuance of a Trigger Period) or approved by Lender (or deemed approved) during the continuance of a Trigger Period shall hereinafter be referred 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, or cause Operating Lessee to revise, the same in accordance with the process described in this subsection until the Lender approves the as an “Approved Annual Budget”, and any such extraordinary operating expenses approved by Lender (or deemed approved) during any Trigger Period pursuant to this Section 4.9.5(a) shall hereinafter be referred to as “Approved Extraordinary Expenses”. Until During the continuance of a Trigger Period, until such time that any Annual Budget has been approved by Lender approves a proposed Annual Budget(or deemed approved), the most recently prior Approved Annual Budget shall apply; provided thatapply for all purposes hereunder, with such Approved Annual Budget shall be adjusted adjustments as necessary to reflect actual increases in real estate taxesTaxes, insurance premiums Insurance Premiums, utilities expenses and utilities expensesother non-discretionary items. During the continuance of a Trigger Period, subject to the immediately previous sentence and the immediately following proviso, neither Xxxxxxxx nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed, subject to the provisions of Section 4.9.5(b)); provided, however, upon at least ten (10) Business Days prior written notice to Xxxxxx, Borrower or Manager may change or modify the Annual Budget to reflect a Permitted Budget Variance. (b) Notwithstanding anything to the contrary contained in this Section 4.9.5, whenever Xxxxxx’s approval or consent is required pursuant to the provisions of this Section 4.9.5, Xxxxxx’s consent and approval shall be deemed given upon satisfaction of the Deemed Approval Requirements.

Annual Budget. For the partial year period commencing on Prior to the date hereof, Xxxxxxxx has submitted and Lender has approved an Annual Budget for each the remainder of the 2024 calendar year thereafter, (the “Approved Initial Budget”). Borrower shall submit to Lender an by November 1 of each year the Annual Budget not later than sixty (60) days prior relating to the commencement of such period or calendar year in form reasonably satisfactory Properties for the succeeding Fiscal Year and Xxxxxx shall have the right 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 approve each Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, (which approval shall not be unreasonably conditioned, delayed or withheld (each such Annual Budget so long as approved by Lender, an "Approved Annual Budget"no Event of Default has occurred and is continuing). In During the event that continuance of a Trigger Period, Borrower shall also submit to Lender objects to a proposed Annual Budget submitted by Borrower or an Operating Lessee, Lender shall advise Borrower of such objections within not less than thirty (30) days after receipt thereof 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 deliver 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 under Section 2.4.3(a). 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 means the monthly amount set forth in the Approved Annual Budget for Operating Expenses and Capital Expenditures for the Interest Period related to such party a 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 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 BudgetMonthly Payment Date. Until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget from the prior approval period shall applyapply to the then current approval period; provided thatprovided, that such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxesTaxes, insurance premiums Insurance Premiums, utilities and utilities other non-discretionary expenses.

Annual Budget. For the partial year period commencing on the date hereof(i) Not later than March 1 of each Fiscal Year hereafter, Borrowers shall prepare or cause to be prepared and deliver to Lender, for each calendar year thereafterinformational purposes only, the Borrower shall submit to Lender an Annual Budget not later than sixty in respect of the Properties for the Fiscal Year in which such delivery date falls. If Borrowers subsequently amend the Annual Budget, Borrowers shall promptly deliver the amended Annual Budget to Lender. (60ii) days prior Notwithstanding the foregoing clause (i), if a Low DSCR Period has occurred and is continuing, Borrowers shall prepare or cause to the commencement of such period or calendar year in form reasonably satisfactory be prepared and deliver to Lender, or for so long as such Low DSCR Period is continuing, for each Fiscal Year commencing thereafter, an Operating Lease remains Annual Budget (including all drafts of such Annual Budget and including all amendments and drafts of such amendments) as it is prepared in effectrespect of the Properties for such Fiscal Year. During any Low DSCR Period, 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 extent any Borrower has the right to approve any Annual Budget submitted for or amendment to any Annual Budget under any Property Management Agreement or to the calendar year extent any Borrower has the right to approve or consent to any variance from the Annual Budget in which a Trigger Event occursexcess of 5% of any line item under any Property Management Agreement, and for each calendar year thereafter during a Trigger Period, Borrowers shall be subject not approve any such Annual Budget or any such amendment to any Annual Budget or approve or consent to any variance from such Annual Budget without the prior written consent of Lender's written approval, which approval consent shall not be unreasonably withheld (each such withheld. To the extent Lender has the right to approve or disapprove any Annual Budget as approved by Lender, an "Approved Annual Budget"or variance therefrom in accordance with this Section 5.1(q)(ii). 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 have thirty (30) days after Lender’s receipt thereof (and deliver to such party a reasonably detailed description approve or disapprove any Annual Budget. If, at the expiration of such objectionsthirty (30) and Borrower day approval period, Lender has not either approved or disapproved the Annual Budget in question, Borrowers shall promptly revise, deliver a second notice to Lender. Lender’s failure to approve or cause Operating Lessee to revise, disapprove such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten fifteen (1015) days after Lender’s 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 second notice from Borrowers shall be adjusted deemed to reflect actual increases in real estate taxes, insurance premiums and utilities expensesconstitute Lender’s approval thereof.

Annual Budget. For (a) Borrower or Leasehold Pledgor shall submit (or cause Owner or Operating Lessee to submit) to Lender by December 31 of each year the partial year period commencing on Annual Budget for the date hereofsucceeding Fiscal Year; Borrower shall also submit any updates to such Annual Budget; provided that during the continuance of any Trigger Period, and for each calendar year thereafter, the Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior 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 commencement Properties. During the continuance of such period any Trigger Period, the Annual Budget then currently in place which shall be deemed approved, but Lender shall have the right to approve any amendment thereto and each subsequent Annual Budget (which approval shall not be unreasonably withheld, conditioned or calendar year in form reasonably satisfactory to Lender, or for 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). 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 “Approved Annual Budget”. During the continuance of a Trigger Period, until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with adjustments as reasonably determined by Lender to reflect actual increases in Taxes, Insurance Premiums and utilities expenses and variable Operating Lease remains Expenses that directly relate to increases in effectrevenue). 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 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 later than Lender consent shall be required and Borrower may change or modify (or permit Owner or Operating Lessee to change or modify) an Approved Annual Budget in accordance with the terms of this Section 4.9.5. (b) In the event Borrower is required to obtain Lender’s approval of a proposed Annual Budget (or any proposed modification thereof) pursuant to this Section 4.9.5, Lender’s approval shall be deemed given by Lender if (I) the first correspondence from Borrower to Lender requesting such approval (A) is enclosed in an envelope marked “PRIORITY”, (B) contains a legend, prominently displayed at the top of each page thereof, in bold, all caps and fourteen (14) point or larger font stating that Borrower is requesting the Lender’s approval of the proposed Annual Budget (or the proposed modification thereof) under Section 4.9.5 of the Loan Agreement and that Lender’s failure to respond to such request within ten (10) Business Days following its receipt of such request may result in such request being deemed granted, and (C) is accompanied by a copy of the proposed Annual Budget (or the proposed modification thereof) and all information and documentation (and in such detail) as is reasonably necessary to allow Lender to adequately and completely evaluate the request (which information may be provided electronically in the form of a CD Rom or other portable electronic media enclosed with such notice), (II) Lender shall fail to respond to such request within ten (10) Business Days following its receipt of such request, (III) Borrower shall deliver to Lender a second written request for approval, which request is delivered in the same form and manner as contemplated in clause (I) above and states that Lender’s failure to respond to such request within five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms following its receipt of an Operating Lease. The Annual Budget submitted for the calendar year such second request, shall result in which a Trigger Event occurssuch request being deemed granted, and for each calendar year thereafter during a Trigger Period, (IV) Lender shall be subject fail to Lender's written approval, which approval shall not be unreasonably withheld respond to such request in the manner contemplated in clause (each III) above within such Annual Budget as approved by Lender, an "Approved Annual Budget")five (5) Business Day period. In the event that Lender timely objects (stating the basis for its objection in reasonable detail) to a proposed Annual Budget submitted by Borrower (or an Operating Lesseethe proposed modification thereof) in accordance with the foregoing, Lender shall advise Borrower of such objections within thirty (30) days after receipt thereof (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revisebe revised, such Annual Budget (or the proposed modification thereof) and resubmit the same to Lender. Lender shall advise Borrower Lender’s approval of any objections to such a revised Annual Budget within ten (10or revised modification thereof) days after receipt thereof (and deliver shall be deemed given by Lender if such revision is submitted to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, the same Lender in accordance with the process described clauses (I) and (III) above and Lender shall fail to respond 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 adjusted to reflect actual increases in real estate taxes, insurance premiums accordance with clauses (II) and utilities expenses(IV) above.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the (a) Each Borrower shall submit to Lender an Agent by November 30 of each year the proposed Annual Budget not later than sixty (60) days prior relating to the commencement of Property owned by such period or calendar year in form reasonably satisfactory to LenderBorrower for the succeeding Fiscal Year, or together with an ARGUS projection for so long as an Operating Lease remains in effect, no later than the succeeding five (5) Business Days after a budget is delivered year period. Agent shall have the right to Borrower by an Operating Lessee pursuant to the terms of an Operating Leaseapprove each Annual Budget. The applicable Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, Agent at any given time shall 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 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 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 any Annual BudgetBudget has been approved by Agent, the most recently prior Approved Annual Budget shall apply; provided that, apply for all purposes hereunder (with such Approved Annual Budget shall be adjusted adjustments as reasonably determined by Agent to reflect actual increases in real estate taxesTaxes, insurance premiums Insurance Premiums and utilities expenses). Neither Borrower nor Manager shall change or modify the Approved Annual Budget without the prior written consent of Agent. During the continuance of a Cash Flow Sweep Period, Agent may require each Borrower, on a quarterly basis, to furnish to Agent for approval an updated Annual Budget. (b) Notwithstanding anything to the contrary contained in this Section 4.9.5, provided no Event of Default is continuing, whenever Agent’s approval of an Annual Budget is required pursuant to the provisions of this Section 4.9.5, Agent’s approval shall be deemed given if: (i) the first correspondence from such Borrower to Agent requesting such approval or consent is sent (1) by email to Agent at xxxxx.xxxxxx@xx.xxx and (2) by certified mail or overnight courier in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY [__________] TO [__________________]. FAILURE TO RESPOND TO THIS REQUEST WITHIN [TWENTY (20)] BUSINESS DAYS FOLLOWING ____________________, 20__, [INSERT THE DATE BORROWERS’ NOTICE CONSIDERED DELIVERED UNDER SECTION 10.6] MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, and is accompanied by the information and documents required above, and any other information reasonably requested by Agent in writing prior to the expiration of such twenty (20) Business Day period in order to adequately review the same has been delivered; and (ii) if Agent fails to respond or to deny such request for approval in writing within the first ten (10) Business Days of such twenty (20) Business Day period, a second notice requesting approval is delivered to Agent from Borrower (1) by email to Agent at xxxxx.xxxxxx@xx.xxx and (2) by certified mail or overnight courier in an envelope marked “PRIORITY” containing a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY [__________] TO [__________________]. IF YOU FAIL TO PROVIDE A SUBSTANTIVE RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS FOLLOWING ____________________, 20__, [INSERT THE DATE BORROWERS’ NOTICE CONSIDERED DELIVERED UNDER SECTION 10.6], YOUR APPROVAL SHALL BE DEEMED GIVEN” and Agent fails to provide a substantive response to such request for approval within such second ten (10) Business Day period.

Annual Budget. For the partial year period commencing on On the date hereof, and for each calendar year thereafter, the hereof Borrower shall submit has delivered to Lender an Annual Approved Operating Budget not later than sixty (60as defined below) days prior and an Approved Capital Budget (as defined below). On or about May 1, 2005 and thereafter, by November 30th of each year during the Term, Borrower shall prepare and submit (or shall cause Manager to the commencement of such period or calendar year in form reasonably satisfactory prepare and submit) 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 approval by an Operating Lessee pursuant to the terms of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld withheld, conditioned or delayed, a proposed pro forma operating expense budget for the Property for the succeeding calendar year (or, with respect to the budgets delivered on or about May 1, 2005, the remainder of the 2005 calendar year). In addition by November 30th of each such Annual Budget as approved year during the Term, Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender, for approval by Lender, an "which approval shall not be unreasonably withheld, conditioned or delayed, a proposed pro forma Capital Expense budget for the Property for the succeeding calendar year (such operating expenses budget and Capital Expense budget, hereinafter referred to as, the “Annual Budget”, and each Annual Budget approved (or deemed approved pursuant to the terms of this Section 6.3.6) by Lender is referred to herein as the “Approved Annual Budget"”)), and, promptly after preparation thereof, any revisions to such Annual Budget. In the event that Lender objects Lender’s failure to a proposed approve or disapprove any Annual Budget submitted by Borrower or an Operating Lessee, Lender shall advise Borrower of such objections 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 deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, 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 resubmit the same to Lender. Lender shall advise Borrower (ii) a Capital Expense budget showing, on a month-by-month basis, in reasonable detail, each line item of any objections to anticipated Capital Expenses (and once such revised Annual Budget within ten has been approved (10or deemed approved pursuant to the terms of this Section 6.3.6) days after receipt thereof (and deliver by Lender, such Capital Expense budget shall be referred to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, herein as the same in accordance with the process described in this subsection until the Lender approves the Annual “Approved Capital Budget”). Until such time that Lender approves a proposed any Annual BudgetBudget has been approved (or deemed to have been approved) by Lender, the most recently prior Approved Annual Budget shall apply; provided thatapply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)). The Approved Operating Budget and the Approved Capital Budget delivered to Lender as of the date hereof shall remain effective until Borrower has prepared and submitted, such Approved Annual Budget shall be adjusted and Lender has approved (or deemed to reflect actual increases in real estate taxeshave approved), insurance premiums and utilities expensesa proposed pro forma budget for the Property for the remainder of the 2005 calendar year, as contemplated above.

Annual Budget. For the partial year period commencing on Within ninety (90) days after the date hereofof this Lease, and for each calendar year thereafter, the Borrower shall submit to Lender an Annual Budget not later than sixty fifteen (6015) days prior to the commencement of such period or each Fiscal Year beginning with the Fiscal Year commencing January 1st of the first (1st) calendar year in form reasonably satisfactory after the Commencement Date, Lessee shall submit the Annual Budget 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 LeaseLessor. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approvalthe approval of Lessor in Lessor’s sole discretion and shall contain the following: (a) Lessee’s reasonable estimate of Gross Revenues (including room rates and Room Revenues), which approval shall not be unreasonably withheld (Gross Operating Expenses, and Gross Operating Profits for the forthcoming Fiscal Year for each such Annual Budget Facility itemized on schedules on a quarterly basis as approved by Lessor and Lessee, as same may be revised or replaced from time to time by Lessee and approved by Lessor, together with the assumptions, in narrative form, forming the basis of such schedules. (b) An estimate of the amounts to be spent for the repair, replacement, or refurbishment of Furniture and Equipment and/or Fixtures from Replacement Reserve Funds (as such term is defined in Section 40.1 below) or otherwise. In addition, to the extent required under any Loan Document, Lessee will furnish to Lessor, or Lender, an "Approved Annual Budget"). In on a monthly basis the event that Lender objects to a proposed Annual Budget submitted by Borrower or an Operating Lessee, Lender shall advise Borrower monthly amount withheld from Gross Revenues for previous calendar month for Replacement Reserve Funds (together with the delivery of such objections within thirty amount to Lender, if required by Lender) and such other information required by Lender pertaining to Replacement Reserve Funds withheld and expenditures for the repair, replacement, or refurbishment of Furniture and Equipment and/or Fixtures. (30c) days after receipt thereof An estimate of any amounts Lessor will be required to provide (pursuant to franchise agreements, management agreements or otherwise) in the forthcoming Fiscal Year for required or desirable items which would be classified as capital items by generally accepted accounting principles, and deliver to projections of the amounts that may be required in the two succeeding Fiscal Years for such party a reasonably detailed items. (d) A cash flow projection. (e) A narrative description of such objections) the program for advertising and Borrower shall promptly revisemarketing each Facility for the forthcoming Fiscal Year containing a detailed budget itemization of the proposed advertising expenditures by category and the assumptions, or cause Operating Lessee to revisein narrative form, such Annual Budget and resubmit forming 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 basis 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 adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expensesbudget itemization.

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the Borrower shall submit to Lender an Annual Budget not later than Within sixty (60) days prior to each Lease Year following the commencement first Lease Year, Landlord, Tenant and Landlord's management company shall in good faith agree upon a pro-forma budget setting forth the estimated repairs, maintenance, cost and scope of services and other Operating Costs anticipated to be incurred by Landlord during the coming Lease Year. Upon approval of the same by Landlord and Tenant, such budget shall constitute the "Approved Budget" for the following Lease Year for all purposes hereof. Until an Approved Budget for such Lease Year has been agreed upon (a) the actual Operating Costs incurred by Landlord for the previous Lease Year shall be used as the basis for calculating the amount of Tenant's estimated payments of Tenant's Share of Expense Increases for the then current Lease Year, and (b) Landlord shall continue to provide services and other items within the definition of Operating Costs utilizing the same scope of services as was utilized in the previous Lease Year. Further, until an Approved Budget has been agreed upon, Tenant shall remain responsible for the entirety of Tenant's Share of Expense Increases with respect to all Operating Costs incurred in the provision of such period scope of services as set forth above for such period, even if the Operating Costs applicable to the same scope of services in the current Lease Year exceeds that applicable to the previous Lease Year, as a result of (among other things) increases in market rate unit prices applicable to such services or calendar year in form reasonably satisfactory to Lenderitems, or for so long as an Operating Lease remains differences in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms frequency of an Operating Lease. The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved by Lender, 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 utilization of such objections within thirty services or items (30i.e., increased frequency of repairs or snow removal) days after receipt thereof (and deliver subject, however, to such party a 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 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 Tenant's option in accordance with the process described Section 8.4, above, to reduce services for such Lease Year). Nothing 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 Section 9.5 shall be adjusted construed to reflect actual increases require Landlord, pending the agreement of the parties on an Approved Budget in real estate taxesany Lease Year, insurance premiums to reduce, curtail or eliminate any services deemed by Landlord in its good faith judgment to be necessary for the proper maintenance and utilities expensesrepair of the Premises in a condition comparable to similar properties in the Fairfax, Virginia area, or to constitute a waiver of or bar to Landlord's right to recover Tenant's Share of Expense Increases with respect thereto.

Annual Budget. For An annual operating expense budget for the partial year period commencing on Manager, which shall include allocations of such budget to the date hereofCompany, SCL, SPL and any other subsidiaries, the form of which will be agreed upon by Manager and RDH, will be approved subject to the following terms. The budget approved by RDH for the balance of Fiscal Year 2016 subsequent to the Effective Date and for each calendar year thereafter, Fiscal Year 2017 is attached hereto as Exhibit E. Each of the Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior to the commencement of such period or calendar year in form reasonably satisfactory to Lender, or for so long as an Operating Lease remains in effect, no later than five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee annual budgets attached hereto and any annual budgets approved pursuant to this Section 7.1 are referred to as the terms of an Operating Lease"Annual Budget". The Annual Budget submitted for the calendar year in which a Trigger Event occurs, and for each calendar year thereafter during a Trigger Period, shall be subject presented in the form of a budget of Manager regarding the Company, SPL, SDL and SCL with detailed allocations of certain expenses expected to Lender's written approvalbe incurred directly by the Company, which approval SPL, SDL and SCL as well as the operating expenses of Manager that are necessary for Manager to perform MEC’s duties under this Agreement and Manager’s duties under the Management Agreement, the SCL Operating Agreement, the SDL Operating Agreement and the SPL Operating Agreement, it being acknowledged and agreed that Manager’s operating expenses will be paid directly by Manager and reimbursed under the Management Agreement and through the Administrative Member Cost Reimbursement Fee paid by SCL, SDL and SPL pursuant to the allocation set forth in the SCL Operating Agreement, the SDL Operating Agreement, the SPL Operating Agreement and the Management Agreement. The Manager shall not be unreasonably withheld (prepare and deliver to RDH, on or before November 15th of each such Annual Budget as approved by Lenderthen current calendar year, an "Approved Annual Budget"). In the event that Lender objects to a proposed Annual Budget submitted by Borrower for the upcoming calendar year. RDH shall approve or an Operating Lessee, Lender shall advise Borrower of such objections reject the proposed Annual Budget within thirty (30) days after its receipt thereof (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, such the proposed Annual Budget and resubmit satisfactory responses to all of its questions in respect thereof. To the same extent that the Annual Budget is not approved by RDH prior to Lenderthe commencement of the calendar year to which such budget is to relate, unless and until an Annual Budget is approved, the Company shall be operated for that calendar year based on the Annual Budget for the prior calendar year with an inflation factor of three percent (3%) per line item. Lender The Manager may propose amendments to the Annual Budget each fiscal quarter to allow the Company to adjust the last-approved Annual Budget to the current set of Investments and Company expenses. Once approved by RDH, such amended Annual Budget shall advise Borrower 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 or Manager, as applicable, will obtain RDH’s approval of any objections budget to be submitted to any such revised Annual Budget within ten (10third-party member(s) 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 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 this subsection until the Lender approves budgets for SCL and SPL, as opposed to the corollary amounts set forth in the Annual Budget. Until such time that Lender approves , provided, that, during the Pre-Approval Period, the Manager shall first prepare and deliver to RDH a proposed Annual Budget, the most recently Approved preliminary Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted for the upcoming calendar year no later than October 1st of each then current calendar year for RDH’s initial review and comment.” (m) Section 7.1(H) of the Existing Operating Agreement is hereby amended to reflect actual increases read in real estate taxes, insurance premiums and utilities expenses.its entirety as follows:

Annual Budget. For the partial year period commencing on the date hereof, and for each calendar year thereafter, the (a) Borrower or Operating Lessee shall submit to Lender by December 31 of each year the Annual Budget 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 not later than sixty (60) days prior 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 commencement Properties. During the continuance of such period any Trigger Period, the Annual Budget then currently in place shall be deemed approved, but Lender shall have the right to approve any amendment thereto and each subsequent Annual Budget (which approval shall not be unreasonably withheld, conditioned or calendar year in form reasonably satisfactory to Lender, or for 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). 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 “Approved Annual Budget”. During the continuance of a Trigger Period, until such time that any Annual Budget has been approved by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder (with adjustments as reasonably determined by Lender to reflect actual increases in Taxes, Insurance Premiums and utilities expenses and variable Operating Lease remains Expenses that directly relate to increases in effectrevenue). None of Borrower, Operating Lessee, or Manager shall change or modify an Approved Annual Budget, as it may be updated in accordance herewith, that has been approved or deemed approved by Lender without the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed so long as there is no Event of Default then continuing (until such time as the applicable Trigger Period ends, after which unless and until a new Trigger Period shall begin, no later than Lender consent shall be required and Borrower may change or modify an Approved Annual Budget in accordance with the terms of this Section 4.9.5). (b) In the event Borrower is required to obtain Lender’s approval of a proposed Annual Budget (or any proposed modification thereof) pursuant to this Section 4.9.5, Lender’s approval shall be deemed given by Lender if (I) the first correspondence from Borrower to Lender requesting such approval (A) is enclosed in an envelope marked “PRIORITY”, (B) contains a legend, prominently displayed at the top of each page thereof, in bold, all caps and fourteen (14) point or larger font stating that Borrower is requesting the Lender’s approval of the proposed Annual Budget (or the proposed modification thereof) under Section 4.9.5 of the Loan Agreement and that Lender’s failure to respond to such request within ten (10) Business Days following its receipt of such request may result in such request being deemed granted, and (C) is accompanied by a copy of the proposed Annual Budget (or the proposed modification thereof) and all information and documentation (and in such detail) as is reasonably necessary to allow Lender to adequately and completely evaluate the request (which information may be provided electronically in the form of a CD Rom or other portable electronic media enclosed with such notice), (II) Lender shall fail to respond to such request within ten (10) Business Days following its receipt of such request, (III) Borrower shall deliver to Lender a second written request for approval, which request is delivered in the same form and manner as contemplated in clause (I) above and states that Lender’s failure to respond to such request within five (5) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant to the terms following its receipt of an Operating Lease. The Annual Budget submitted for the calendar year such second request, shall result in which a Trigger Event occurssuch request being deemed granted, and for each calendar year thereafter during a Trigger Period, (IV) Lender shall be subject fail to Lender's written approval, which approval shall not be unreasonably withheld respond to such request in the manner contemplated in clause (each III)(B) above within such Annual Budget as approved by Lender, an "Approved Annual Budget")five (5) Business Day period. In the event that Lender timely objects (stating the basis for its objection in reasonable detail) to a proposed Annual Budget submitted by Borrower (or an Operating Lesseethe proposed modification thereof) in accordance with the foregoing, Lender shall advise Borrower of such objections within thirty (30) days after receipt thereof (and deliver to such party a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revisebe revised, such Annual Budget (or the proposed modification thereof) and resubmit the same to Lender. Lender shall advise Borrower Lender’s approval of any objections to such a revised Annual Budget within ten (10or revised modification thereof) days after receipt thereof (and deliver shall be deemed given by Lender if such revision is submitted to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise, or cause Operating Lessee to revise, the same Lender in accordance with the process described clauses (I) and (III) above and Lender shall fail to respond 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 adjusted to reflect actual increases in real estate taxes, insurance premiums accordance with clauses (II) and utilities expenses(IV) above.

Annual Budget. For the partial year period commencing on Not later than forty five (45) days after the date hereofof this Agreement, and for each calendar year thereafter, the Borrower shall submit to Lender an Annual Budget thereafter not later than sixty ninety (6090) days prior to the commencement of each Calendar Year for the Property, Property Manager shall prepare and submit for Owner’s approval an itemized budget for the management and operation of the Property during such period or calendar year Calendar Year prepared in form reasonably satisfactory accordance with GAAP (such budget as approved by Owner the “Annual Budget”); provided that Property Manager shall submit to Lender, or for so long as an Operating Lease remains in effect, no later Owner a preliminary budget not less than five one hundred twenty (5120) Business Days after a budget is delivered to Borrower by an Operating Lessee pursuant days prior to the terms commencement of an Operating Leasesaid Calendar Year. The parties agree that the initial Annual Budget shall include 2004 pro forma budgets and the actual Annual Budget for 2005. The Annual Budget submitted 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 year, or for appropriate time periods as specified in which the Real Estate Accounting Policies on a Trigger Event occursmonth-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 each calendar year thereafter during a Trigger Periodthe 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 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 Improvements Budget (as hereinafter defined) which are approved as part of the Annual Budget shall be subject to Lender's written approval, which approval shall not be unreasonably withheld (each such Annual Budget as approved a quarterly review by Lender, an "Approved Annual Budget")Owner. 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 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 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 The Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expenses.include the following: