Common use of Annual Operating Budget Clause in Contracts

Annual Operating Budget. Borrower shall prepare and deliver to Lender, within thirty (30) days prior to the beginning of each calendar year, an annual expenditure budget for (A) Borrower and its Subsidiaries and (B) each Property, and in each case showing, in reasonable detail (i) each line item of anticipated income and operating expenses, including amounts required to establish, maintain, and/or increase reserves, and (ii) each line item of anticipated Capital Expenditures (“Operating Budget”). The Operating Budget shall also include a business plan (“Business Plan”) for Borrower’s and its Subsidiaries’ proposed operations during the forthcoming calendar year which shall include a projection of income and expenses for the coming year(“Projections”). The Operating Budget shall be prepared and submitted in a form reasonably acceptable to Lender. The Operating Budget for each Property through December 31, 2006 is attached hereto as Exhibit G. Lender shall have the right at any time following the occurrence and during the continuance of an Event of Default to approve each Operating Budget in Lender’s reasonable discretion. In the event that Lender objects to the proposed Operating Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objection) and Borrower shall promptly revise such Operating Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Operating Budget within ten (10) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objection) and Borrower shall promptly revise the same in accordance with the process described in this sentence until Lender approves an Operating Budget. Each such Operating Budget approved by Lender in accordance with terms hereof shall hereinafter be referred to as an “Approved Operating Budget.”

Annual Operating Budget. Borrower shall prepare and Manager shall, on or before December 20 in each calendar year during the Term, deliver to LenderLicensee for Licensee’s approval, an annual operating budget for the Licensed Facility for the next calendar year (the “Annual Operating Budget”) which shall include separate line items for Capital Replacements and set forth an estimate, on a monthly basis, of Gross Revenues and Licensed Facility Expenses, together with an explanation of anticipated changes to Resident charges, payroll rates and positions, non-wage cost increases, the proposed methodology and formula employed by Manager in allocating shared Licensed Facility Expenses, and all other factors differing from the then current calendar year. The Annual Operating Budget shall be accompanied by a narrative description of operating objectives and assumptions. If Licensee does not approve an Annual Operating Budget or any portion thereof, it shall do so, to the extent practicable, on a line item basis. Manager and Licensee shall cooperate to resolve disputed items, provided if the Annual Operating Budget is not approved by Licensee within thirty (30) days of Licensee’s receipt, Manager shall operate under the expired Annual Operating Budget until a new Annual Operating Budget is approved, provided that line items for Impositions, insurance premiums and utilities shall be the amounts actually incurred for such items. If agreement on the Annual Operating Budget cannot be reached within forty-five (45) days of Licensee’s receipt (which time may be extended upon mutual agreement of the parties), the matter shall be resolved by arbitration. The Annual Operating Budget as approved by Licensee, or as resolved by arbitration, will be the “Approved Budget” for the applicable calendar year. Manager will obtain Licensee’s prior approval for any expenditure which will, or is reasonably expected to, result in a variance of 5% or more of any Approved Budget. Notwithstanding any provision in this Agreement to the beginning contrary, Licensee shall retain independent approval of each calendar year, an annual expenditure budget for (A) Borrower all operating and its Subsidiaries capital budgets and (B) each Property, Manager’s authority to make expenditures and in each case showing, in reasonable detail (i) each line item to incur obligations on behalf of anticipated income and operating expenses, including amounts required to establish, maintain, and/or increase reserves, and (ii) each line item of anticipated Capital Expenditures (“Operating Budget”). The Operating Budget shall also include a business plan (“Business Plan”) for Borrower’s and its Subsidiaries’ proposed operations during the forthcoming calendar year which shall include a projection of income and expenses for the coming year(“Projections”). The Operating Budget Licensed Facility shall be prepared at all times subject to and submitted in a form reasonably acceptable to Lender. The Operating Budget for each Property through December 31, 2006 is attached hereto as Exhibit G. Lender shall have limited by Licensee’s independent authority over the right at any time following the occurrence and during the continuance of an Event of Default to approve each Operating Budget in Lender’s reasonable discretion. In the event that Lender objects to the proposed Operating Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objection) and Borrower shall promptly revise such Operating Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Operating Budget within ten (10) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objection) and Borrower shall promptly revise the same in accordance with the process described in this sentence until Lender approves an Operating Budget. Each such Operating Budget approved by Lender in accordance with terms hereof shall hereinafter be referred to as an “Approved Operating Budgetsame.”

Annual Operating Budget. For any partial year period commencing on the Closing Date, and for each Fiscal Year thereafter, Borrower shall prepare and deliver submit to Lender, within Administrative Agent an Annual Operating Budget not later than thirty (30) days prior to the beginning commencement of such period or Fiscal Year in form reasonably satisfactory to Administrative Agent. The Annual Operating Budget submitted shall be subject to Administrative Agent’s written approval (each calendar yearsuch Annual Operating Budget, an annual expenditure budget for (A) Borrower and its Subsidiaries and (B) each Property, and in each case showing, in reasonable detail (i) each line item of anticipated income and operating expenses, including amounts required to establish, maintain, and/or increase reserves, and (ii) each line item of anticipated Capital Expenditures (“Approved Annual Operating Budget”). The Operating Budget , which approval shall also include a business plan (“Business Plan”) for Borrower’s and its Subsidiaries’ proposed operations during the forthcoming calendar year which shall include a projection of income and expenses for the coming year(“Projections”). The Operating Budget shall not be prepared and submitted in a form reasonably acceptable to Lender. The Operating Budget for each Property through December 31unreasonably withheld, 2006 is attached hereto as Exhibit G. Lender shall have the right at any time following the occurrence and during the continuance of an Event of Default to approve each Operating Budget in Lender’s reasonable discretionconditioned or delayed. In the event that Lender Administrative Agent objects to the a proposed Annual Operating Budget submitted by Borrower, Lender Administrative Agent shall advise Borrower of such objections within fifteen ten (1510) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objection) reasonable objections), and Borrower shall promptly revise such Annual Operating Budget and resubmit the same to LenderAdministrative Agent. Lender Administrative Agent shall advise Borrower of any objections to such revised Annual Operating Budget within ten (10) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objectionobjections) and Borrower shall promptly revise the same in accordance with the process described in this sentence Section 13.7 until Lender Administrative Agent approves an the Annual Operating Budget. Each If Administrative Agent transmits in writing any request by Administrative Agent for such additional information as may be reasonable under the circumstances within said ten (10) Business Day Period, then Administrative Agent shall be deemed to have responded on a timely basis. Until such time that Administrative Agent and, as long as the Mezzanine Loan is outstanding, Mezzanine Administrative Agent, approves a proposed Annual Operating Budget, the most recently Approved Annual Operating Budget approved by Lender shall apply; provided, however, that such Approved Annual Operating Budget shall be adjusted to reflect actual increases in accordance with terms hereof shall hereinafter be referred to as an “Approved Operating BudgetImpositions, Insurance Premiums and utilities expenses.”

Annual Operating Budget. Borrower shall prepare and deliver to Lender, within thirty forty-five (3045) days prior to the beginning of each calendar year, an annual expenditure budget for (A) Holdings and its Subsidiaries, (B) Borrower and its Subsidiaries and (BC) each Expanded Property, and in each case showing, on a month-by-month basis, in reasonable detail (i) each line item of anticipated income and operating expenses, including amounts required to establish, maintain, and/or increase reserves, and (ii) each line item of anticipated Capital Expenditures (“"Operating Budget”"). The Operating Budget shall also include a business plan (“"Business Plan”") for Borrower’s Holdings' and its Subsidiaries’ ' proposed operations during the forthcoming calendar year which shall include a projection of income and expenses for the coming year(“Projections”)year. The Operating Budget shall be prepared and submitted in a form reasonably acceptable to LenderLender and shall set forth in reasonable detail budgeted capital, operating and other expenses, including without limitation the salaries and potential bonuses and other compensation of directors, officers and employees of Holdings and its Subsidiaries. The Operating Budget for each Property through December 31, 2006 2001 is attached hereto as Exhibit G. Lender shall have the right at any time following the occurrence and during the continuance of an Event of Default to approve each Operating Budget in Lender’s reasonable 's sole and absolute discretion. In the event that Lender objects to the proposed Operating Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objection) and Borrower shall promptly revise such Operating Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Operating Budget Budget, in Lender's sole and absolute discretion, within ten (10) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objection) and Borrower shall promptly revise the same in accordance with the process described in this sentence until Lender approves an Operating Budget, in Lender's sole and absolute discretion. Each such Operating Budget approved by Lender in accordance with terms hereof shall hereinafter be referred to as an “"Approved Operating Budget.”"........................42 6.7

Annual Operating Budget. Borrower shall prepare and deliver to Lender, within thirty (30) days prior to the beginning of each calendar year, an annual expenditure budget for (A) Borrower and its Subsidiaries and (B) each the Property, and in each case showing, in reasonable detail (i) each line item of anticipated income and operating expenses, including amounts required to establish, maintain, and/or increase reserves, and (ii) each line item of anticipated Capital Expenditures (“Operating Budget”). The Operating Budget shall also include a business plan (“Business Plan”) for Borrower’s and its Subsidiaries’ proposed operations during the forthcoming calendar year which shall include a projection of income and expenses for the coming year(“Projections”). The Operating Budget shall be prepared and submitted in a form reasonably acceptable to Lender. The Operating Budget for each the Property through December 31, 2006 is attached hereto as Exhibit G. Lender shall have the right at any time following the occurrence and during the continuance of an Event of Default to approve each Operating Budget in Lender’s reasonable discretion. In the event that Lender objects to the proposed Operating Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objection) and Borrower shall promptly revise such Operating Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Operating Budget within ten (10) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objection) and Borrower shall promptly revise the same in accordance with the process described in this sentence until Lender approves an Operating Budget. Each such Operating Budget approved by Lender in accordance with terms hereof shall hereinafter be referred to as an “Approved Operating Budget.”

Annual Operating Budget. Borrower A. Manager shall prepare and deliver to LenderOwner for its review and approval, within at least thirty (30) days prior to the beginning of each calendar yearFiscal Year after the Effective Date, an annual expenditure budget for (A) Borrower and its Subsidiaries and (B) each Property, and in each case showing, in reasonable detail (i) each line item of anticipated income and operating expenses, including amounts required to establish, maintain, and/or increase reserves, and (ii) each line item of anticipated Capital Expenditures (a “Proposed Annual Operating Budget”)” in the form provided to Owner by Manager. The Each Proposed Annual Operating Budget shall also include a business plan (“Business Plan”) project the estimated Gross Revenues, departmental profits, Deductions, and Operating Profit for Borrower’s and its Subsidiaries’ proposed operations during the forthcoming calendar year which shall include a projection of income and expenses Fiscal Year for the coming year(“Projections”)Hotel. The Operating Budget Manager shall be prepared provide Owner on request additional detail, information and submitted assumptions used in a form reasonably acceptable to Lender. The Operating Budget for each Property through December 31, 2006 is attached hereto as Exhibit G. Lender shall have the right at any time following preparation of the occurrence and during the continuance of an Event of Default to approve each Operating Budget in Lender’s reasonable discretion. In the event that Lender objects to the proposed Operating Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objection) and Borrower shall promptly revise such Operating Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Operating Budget within ten (10) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objection) and Borrower shall promptly revise the same in accordance with the process described in this sentence until Lender approves an Proposed Annual Operating Budget. Each such Owner shall consider for its approval, subject to the terms and conditions set forth in this Section 4.04, the Proposed Annual Operating Budget on or before the beginning of each Fiscal Year. For purposes hereof, such Proposed Annual Operating Budget, if approved by Lender in accordance with terms hereof shall hereinafter be Owner, is referred to herein as an the “Approved Annual Operating Budget.” B. Owner shall notify Manager in writing of any such objections within thirty (30) days of receipt of the Proposed Operating Budget from Manager. If Owner fails to provide any objection within the above time period, the Proposed Operating Budget as submitted by Manager shall be deemed approved. If Owner objects to any portion of the Proposed Annual Operating Budget, Owner shall be specific as to category and any category not specifically disapproved by Owner shall be deemed approved. Owner will provide Manager with the specific reasons for its disapproval with Owner’s written objection, and the parties will attempt to resolve, in good faith, any objections within the thirty (30) day period following Owner’s objection. Owner shall not have the right to object to any item in the Proposed Annual Operating Budget if such objection would: 1. require modifications to items (such as menu or banquet prices, but not room rates) affecting the estimate of Hotel revenues or the components thereof; 2. require modifications to any expenditures required to be made under the express provisions of this Agreement, including the Management Fee, Incentive Management Fee, Accounting Fee or Special Services Fee, or payments due under or costs incurred to comply with the terms and conditions of the Franchise Agreement;

Annual Operating Budget. Borrower A. Management Company shall prepare and deliver submit to LenderOwner for its approval (which shall not be unreasonably withheld or delayed), within at least thirty (30) days prior to the beginning of each calendar yearFiscal Year which begins after the Effective Date, an annual expenditure a preliminary draft of the budget for (A) Borrower and its Subsidiaries and (B) each Property, and in each case showing, in reasonable detail (i) each line item of anticipated income and operating expenses, including amounts required to establish, maintain, and/or increase reserves, and (ii) each line item of anticipated Capital Expenditures (“the "Annual Operating Budget”)") of the estimated financial results of the operation of the Hotel during the next Fiscal Year. The Owner's approval shall be deemed to have been given if Management Company has received no notice from Owner to the contrary within thirty (30) days after Owner's receipt of such preliminary draft of the Annual Operating Budget. Such Annual Operating Budget shall also include a business plan (“Business Plan”) project the estimated Gross Revenues, departmental profits, Deductions, and Operating Profit for Borrower’s and its Subsidiaries’ proposed operations during the forthcoming calendar year which shall include a projection of income and expenses Fiscal Year for the coming year(“Projections”)Hotel. The Operating Budget shall be prepared and submitted in a form reasonably acceptable to Lender. The In preparing the Annual Operating Budget for each Property through December 31Fiscal Year, 2006 is attached hereto Management Company's goal will be the maximization of the long-term Operating Profit of the Hotel, in keeping with the Marriott Standards and the general standards of the hotel industry for similar properties. If there are material items in any given Annual Operating Budget which have been budgeted at significantly different amounts from the amounts actually experienced (or projected) for the same items in the preceding Fiscal Year, Management Company agrees to take reasonable steps to ensure that, at Owner's request, qualified personnel from Management Company's staff are available to explain these differences to Owner. A meeting (or meetings) for such purpose shall be held, at Owner's request, within a reasonable period of time after the submission to Owner of the preliminary draft of the Annual Operating Budget. Management Company will at all times give good faith consideration to Owner's suggestions regarding any Annual Operating Budget Management Company shall thereafter submit to Owner, by no later than thirty (30) days after the beginning of such Fiscal Year, the final Annual Operating Budget. B. Owner shall not be entitled to withhold its approval of any Annual Operating Budget based on its objection to: (i) Management Company's reasonable projections of either Gross Revenues or the components thereof; (ii) projected costs and expenses which are "system charges" ( that is, costs and expenses which are generally uniform throughout the Marriott Hotel System, such as: the charges for Chain Services; the costs of the Honored Guest Award Program and other chain- wide marketing programs; employee benefits and other compensation programs); (iii) costs and expenses which are not within the control of either Owner or Management Company, such as Exhibit G. Lender Impositions and the cost of utilities; or (iv) increases in projected costs and expenses of operating the Hotel, which increases are primarily caused by projected increases in Gross Revenues. The approval of Owner (as set forth in the first sentence of Section 9.03 A) shall not be required if, and to the extent that, the proposed Annual Operating Budget for a given Fiscal Year is, in all material respects, the same as the Annual Operating Budget for the preceding Fiscal Year with adjustments for inflation. If Owner and Management Company fail to mutually agree on the Annual Operating Budget within forty-five (45) days after the submission to Owner of the preliminary draft described in the first sentence of 9.01 A, either party shall have the right at any time following the occurrence and during the continuance of an Event of Default to approve each Operating Budget in Lender’s reasonable discretion. In the event that Lender objects submit to the proposed Operating Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen arbitration (15) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objection) and Borrower shall promptly revise such Operating Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Operating Budget within ten (10) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objection) and Borrower shall promptly revise the same in accordance with Section 20.13) the process described in this sentence until Lender approves an Operating Budget. Each such issue of whether or not Management Company's proposed Annual Operating Budget approved is unreasonable, given the goals which are set forth in the fourth sentence of Section 9.03 A. While such arbitration proceedings are pending, Management Company shall operate the Hotel, in all material respects, based on the Annual Operating Budget for the preceding Fiscal Year, with adjustments for inflation. C. Each Annual Operating Budget will constitute a standard to which Management Company shall use its reasonable best efforts to adhere. It is understood, however, that the Annual Operating Budget is an estimate only and that unforeseen circumstances such as, but not limited to, the costs of labor, materials, services and supplies, casualty, operation of law, or economic and market conditions may make adherence to the Annual Operating Budget impracticable, and Management Company shall be entitled to depart therefrom for such reasons; provided, however, that nothing herein shall be deemed to authorize Management Company to take any action prohibited by Lender this Agreement nor to reduce Management Company's other rights or obligations hereunder. D. Management Company shall notify Owner of any significant variations from the Annual Operating Budget promptly after Management Company learns of the same, but in accordance no event later than the date on which Management Company is required to give Owner the Accounting Period Statement covering the period in which such variation occurs. Any such notice shall set forth in reasonable detail the nature, extent and, if known by Management Company, the cause of such variation, and recommendations of appropriate actions, either to correct the variation or to prevent or minimize its occurrence or effect. Owner and Management Company shall, at Owner's request, meet to review such variations and to take appropriate action with terms hereof shall hereinafter be referred to as an “Approved Operating Budgetrespect thereto.”

Annual Operating Budget. Borrower Borrowers shall prepare and deliver to LenderAdministrative Agent (with sufficient copies for each of the Lenders), within thirty (30) days prior to on or before the beginning of each calendar yearFiscal Year of Borrowers, an annual expenditure operating budget for each Asset including all planned capital expenditures for each Asset for such ensuing Fiscal Year (A) Borrower and its Subsidiaries and (B) each Property, and in each case showing, in reasonable detail (i) each line item of anticipated income and operating expenses, including amounts required to establish, maintain, and/or increase reserves, and (ii) each line item of anticipated Capital Expenditures (“Operating Budget”the "ANNUAL OPERATING BUDGET"). The Operating Budget shall also include a business plan (“Business Plan”) for Borrower’s and its Subsidiaries’ proposed operations during the forthcoming calendar year which shall include a projection of income and expenses for the coming year(“Projections”). The Annual Operating Budget shall be prepared and submitted in a form reasonably acceptable to LenderAdministrative Agent and shall set forth in reasonable detail budgeted monthly Gross Income from Operations and monthly capital and other expenses for the Property. The Each Annual Operating Budget for each Property through December 31shall contain, 2006 is attached hereto among other things, limitations on management fees and third party service fees, as Exhibit G. Lender required hereunder. Administrative Agent shall have the right at any time following the occurrence and during the continuance of an to approve each proposed Annual Operating Budget, which approval as long as no Event of Default is continuing (i) shall not be unreasonably withheld and (ii) shall be deemed given in the event Administrative Agent fails to respond to Borrowers' written request to approve each a proposed Annual Operating Budget within thirty (30) days after receipt by Administrative Agent of such request accompanied by the proposed Annual Operating Budget and all information required in Lender’s reasonable discretionorder to adequately review the same, and Borrowers send an additional written request for approval and Administrative Agent fails to respond to Borrowers' second request within ten (10) days thereof. In the event that Lender Administrative Agent's approval is required and Administrative Agent objects to the proposed Annual Operating Budget submitted by BorrowerBorrowers, Lender Administrative Agent shall advise Borrower Borrowers of such objections within fifteen (15) Business Days after receipt thereof (and deliver to Borrower Borrowers a reasonably detailed description of such objection) and Borrower Borrowers shall promptly revise such Annual Operating Budget and resubmit the same to LenderAdministrative Agent. Lender Administrative Agent shall advise Borrower Borrowers of any objections to such revised Annual Operating Budget within ten fourteen (1014) Business Days days after receipt thereof (and deliver to Borrower Borrowers a reasonably detailed description of such objection) and Borrower Borrowers shall promptly revise the same in accordance with the process described in this sentence until Lender Administrative Agent approves an Annual Operating Budget. Notwithstanding anything to the contrary contained in this clause (q), any Annual Operating Budget submitted at any time other than during a Cash Trap Period shall not require the approval of Administrative Agent; provided, however, that if Administrative Agent has not approved the Annual Operating Budget in effect at the time a Cash Trap Event occurs, Administrative Agent shall have the right to approve such Annual Operating Budget. Each such Annual Operating Budget approved or not requiring approval by Lender Administrative Agent in accordance with terms hereof shall hereinafter be referred to as an “Approved "APPROVED ANNUAL OPERATING BUDGET." Until such time that Administrative Agent approves 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 expenses.”

Annual Operating Budget. Borrower shall prepare and deliver to Lender, within thirty forty-five (3045) days prior to the beginning of each calendar year, an annual expenditure budget for (A) Holdings and its Subsidiaries, (B) Borrower and its Subsidiaries and (BC) each Expanded Property, and in each case showing, on a month-by-month basis, in reasonable detail (i) each line item of anticipated income and operating expenses, including amounts required to establish, maintain, and/or increase reserves, and (ii) each line item of anticipated Capital Expenditures (“"Operating Budget”"). The Operating Budget shall also include a business plan (“"Business Plan”") for Borrower’s Holdings' and its Subsidiaries’ ' proposed operations during the forthcoming calendar year which shall include a projection of income and expenses for the coming year(“Projections”)year. The Operating Budget shall be prepared and submitted in a form reasonably acceptable to LenderLender and shall set forth in reasonable detail budgeted capital, operating and other expenses, including without limitation the salaries and potential bonuses and other compensation of directors, officers and employees of Holdings and its Subsidiaries. The Operating Budget for each Property through December 31, 2006 2001 is attached hereto as Exhibit G. Lender shall have the right at any time following the occurrence and during the continuance of an Event of Default to approve each Operating Budget in Lender’s reasonable 's sole and absolute discretion. In the event that Lender objects to the proposed Operating Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objection) and Borrower shall promptly revise such Operating Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Operating Budget Budget, in Lender's sole and absolute discretion, within ten (10) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objection) and Borrower shall promptly revise the same in accordance with the process described in this sentence until Lender approves an Operating Budget, in Lender's sole and absolute discretion. Each such Operating Budget approved by Lender in accordance with terms hereof shall hereinafter be referred to as an “"Approved Operating Budget.”"

Annual Operating Budget. For any partial year period commencing on the Closing Date, and for each Fiscal Year thereafter, Borrower shall prepare and deliver submit to Lender, within Administrative Agent an Annual Operating Budget not later than thirty (30) days prior to the beginning commencement of such period or Fiscal Year in form reasonably satisfactory to Administrative Agent. The Annual Operating Budget submitted shall be subject to Administrative Agent’s written approval (each calendar yearsuch Annual Operating Budget, an annual expenditure budget for (A) Borrower and its Subsidiaries and (B) each Property, and in each case showing, in reasonable detail (i) each line item of anticipated income and operating expenses, including amounts required to establish, maintain, and/or increase reserves, and (ii) each line item of anticipated Capital Expenditures (“Approved Annual Operating Budget”). The Operating Budget , which approval shall also include a business plan (“Business Plan”) for Borrower’s and its Subsidiaries’ proposed operations during the forthcoming calendar year which shall include a projection of income and expenses for the coming year(“Projections”). The Operating Budget shall not be prepared and submitted in a form reasonably acceptable to Lender. The Operating Budget for each Property through December 31unreasonably withheld, 2006 is attached hereto as Exhibit G. Lender shall have the right at any time following the occurrence and during the continuance of an Event of Default to approve each Operating Budget in Lender’s reasonable discretionconditioned or delayed. In the event that Lender Administrative Agent objects to the a proposed Annual Operating Budget submitted by Borrower, Lender Administrative Agent shall advise Borrower of such objections within fifteen ten (1510) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objection) reasonable objections), and Borrower shall promptly revise such Annual Operating Budget and resubmit the same to LenderAdministrative Agent. Lender Administrative Agent shall advise Borrower of any objections to such revised Annual Operating Budget within ten (10) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objectionobjections) and Borrower shall promptly revise the same in accordance with the process described in this sentence Section 13.7 until Lender Administrative Agent approves an the Annual Operating Budget. Each If Administrative Agent transmits in writing any request by Administrative Agent for such additional information as may be reasonable under the circumstances within said ten (10) Business Day Period, then Administrative Agent shall be deemed to have responded on a timely basis. Until such time that Administrative Agent and, as long as the Mortgage Loan is outstanding, Mortgage Administrative Agent, approves a proposed Annual Operating Budget, the most recently Approved Annual Operating Budget approved by Lender shall apply; provided, however, that such Approved Annual Operating Budget shall be adjusted to reflect actual increases in accordance with terms hereof shall hereinafter be referred to as an “Approved Operating BudgetImpositions, Insurance Premiums and utilities expenses.”