Common use of Approved Budget Clause in Contracts

Approved Budget. (a) On the last Thursday of each month after the Second Amendment Effective Time, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower shall prepare and deliver to the Administrative Agent, for review and approval by the Required DDTL Approving Lenders, an updated week-by-week operating budget for the then subsequent month (each a “Budget” and, once approved as set forth below, the “Approved Budget”), which shall reflect Administrative Borrower’s good faith projection, for the Borrowers and their respective Restricted Subsidiaries, of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related to the Loan Documents) in connection with the operation of their businesses, (b) weekly disbursements, and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 shall be the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lenders. (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the Budget shall be updated, modified or supplemented by the Administrative Borrower with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to time. (c) Each Budget delivered to the Administrative Agent and the Lenders shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and shall be prepared in good faith, with due care and based upon assumptions the Borrower believe to be reasonable. (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence or existence, Administrative Borrower shall provide the Administrative Agent and Lenders with written notice of any event or condition which is reasonably likely to entail expenditures of more than $100,000 which is not included in the Approved Budget (including, but not limited, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely to have a negative impact on the value of the Loan Parties’ and their Subsidiaries’ assets or future business prospects or a similar event.

Approved Budget. Subject to Section 3(j) hereof, the Chief Executive Officer of the LLC shall be responsible for the preparation of a budget and business plan for each Fiscal Year, and shall, by the date designated by the Chief Financial Officer of OM(US)H (a) On the last Thursday of each month after the Second Amendment Effective Time, usually on or before 12:00 pm (New York City timeabout September 15 of the year immediately preceding such Fiscal Year) on and unless otherwise extended by the Chief Financial Officer of OM(US)H, submit such Thursday, Administrative Borrower shall prepare proposed budget and deliver business plan to the Administrative Agent, Board of Managers for review and approval preliminary approval. If approved by the Required DDTL Approving LendersBoard of Managers, an updated week-by-week operating such proposed budget and business plan shall be submitted by the Chief Executive Officer of the LLC to OM(US)H for final approval. If OM(US)H notifies the then subsequent month (each a “Budget” Chief Executive Officer of the LLC of any objection(s) to the proposed budget and business plan, the Chief Executive Officer of the LLC shall revise and resubmit such proposed budget and business plan to the Board of Managers, and, once if then approved as set forth belowby the Board of Managers, such proposed budget and business plan shall be resubmitted by the Chief Executive Officer of the LLC to OM(US)H. The same procedures for approval, objection, revision and resubmission shall be applicable until final approval of a proposed budget and business plan by OM(US)H; provided, however, that if such final approval is not obtained, the budget and business plan then in effect will continue. Upon such final approval, such budget and business plan shall be the “Approved Budget”), which shall reflect Administrative Borrower’s good faith projection, ” for the Borrowers and their respective Restricted Subsidiariesrelevant period. Subject to Section 3(j) hereof, not later than 30 days prior to any fiscal quarter, the Chief Executive Officer of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related the LLC may submit proposed changes to the Loan Documents) in connection with then Approved Budget for such subsequent fiscal quarter as he shall deem necessary. Such changes shall be subject to the operation of their businesses, (b) weekly disbursementssame approval process as the initially proposed budget and to the extent finally approved by OM(US)H shall modify the previously Approved Budget, and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 modified budget and business plan shall thereupon be the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lendersrelevant period. (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the Budget shall be updated, modified or supplemented by the Administrative Borrower with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to time. (c) Each Budget delivered to the Administrative Agent and the Lenders shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and shall be prepared in good faith, with due care and based upon assumptions the Borrower believe to be reasonable. (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence or existence, Administrative Borrower shall provide the Administrative Agent and Lenders with written notice of any event or condition which is reasonably likely to entail expenditures of more than $100,000 which is not included in the Approved Budget (including, but not limited, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely to have a negative impact on the value of the Loan Parties’ and their Subsidiaries’ assets or future business prospects or a similar event.

Approved Budget. Subject to Section 6.7 hereof, the Chief Executive Officer of the Company shall be responsible for the preparation of a budget and business plan for each Fiscal Year, and shall, by the date designated by the Chief Financial Officer of OM(US)H (a) On the last Thursday of each month after the Second Amendment Effective Time, usually on or before 12:00 pm (New York City timeabout September 15 and in any event no later than September 15 of the year immediately preceding such Fiscal Year) on and unless otherwise extended by the Chief Financial Officer of OM(US)H, submit such Thursday, Administrative Borrower shall prepare proposed budget and deliver business plan to the Administrative Agent, Board of Managers for review and approval preliminary approval. If approved by the Required DDTL Approving LendersBoard of Managers, an updated week-by-week operating such proposed budget and business plan shall be submitted by the Chief Executive Officer of the Company or his designee to OM(US)H for final approval. Such proposed budget and business plan shall become final and binding upon approval of such proposed budget and business plan by Old Mutual unless OM(US)H objects within 90 days of receipt of such proposed budget and plan, provided that such budget and business plan shall become final and binding prior to the then subsequent month (each a “Budget” end of such 90 day period if OM(US)H expressly consents prior to the end of such 90 day period. If OM(US)H notifies the Chief Executive Officer of the Company of any objection(s) to the proposed budget and business plan within such period, the Chief Executive Officer of the Company shall revise and resubmit such proposed budget and business plan to the Board of Managers, and, once if then approved as by the Board of Managers, such proposed budget and business plan shall be resubmitted by the Chief Executive Officer of the Company to OM(US)H. The same procedures for approval, objection, revision and resubmission shall be applicable until final approval of a proposed budget and business plan by OM(US)H, provided that if such final approval is not obtained, the budget and business plan then in effect will continue. Upon such final approval or expiry of the review period set forth belowin this Section, such budget and business plan shall be the “Approved Budget”), which shall reflect Administrative Borrower’s good faith projection, ” for the Borrowers and their respective Restricted Subsidiariesrelevant period. Subject to Section 6.7 hereof, not later than 30 days prior to any fiscal quarter, the Chief Executive Officer of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related the Company may submit proposed changes to the Loan Documents) in connection with then Approved Budget for such subsequent fiscal quarter as he or she shall deem necessary. Such changes shall be subject to the operation of their businesses, (b) weekly disbursementssame approval process as the initially proposed budget and to the extent finally approved by OM(US)H shall modify the previously Approved Budget, and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 modified budget and business plan shall thereupon be the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lendersrelevant period. (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the Budget shall be updated, modified or supplemented by the Administrative Borrower with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to time. (c) Each Budget delivered to the Administrative Agent and the Lenders shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and shall be prepared in good faith, with due care and based upon assumptions the Borrower believe to be reasonable. (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence or existence, Administrative Borrower shall provide the Administrative Agent and Lenders with written notice of any event or condition which is reasonably likely to entail expenditures of more than $100,000 which is not included in the Approved Budget (including, but not limited, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely to have a negative impact on the value of the Loan Parties’ and their Subsidiaries’ assets or future business prospects or a similar event.

Approved Budget. (a) On The use of Loans and other extensions of credit by the last Thursday of each month after Loan Parties under this Agreement and the Second Amendment Effective Timeother Loan Documents shall be limited in accordance with the Approved Budget (subject to variances permitted under this Section 5.14) and the terms hereof. The initial Approved Budget shall depict, on or before 12:00 pm a weekly basis, cash receipts, expenses, and disbursements, net cash flows, inventory receipts, sales and costs of sales at stores being closed and proposed to be closed, Total Cash Receipts, Total Operating Disbursements, Total Non-Operating Disbursements, Professional Fees, the projected Borrowing Base, Availability and the other items set forth therein, for the first thirteen (New York City time13) on week period from the Closing Date and such Thursdayinitial Approved Budget shall be approved by, and in form and substance satisfactory to, the Administrative Borrower shall prepare Agent in its Permitted Discretion (it being acknowledged and deliver agreed that the initial Approved Budget attached hereto as Annex A is approved by and satisfactory to the Administrative Agent, for review and approval by the Required DDTL Approving Lenders, an updated week-by-week operating budget for the then subsequent month (each a “Budget” and, once approved as set forth below, the “Approved Budget”), which shall reflect Administrative Borrower’s good faith projection, for the Borrowers and their respective Restricted Subsidiaries, of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related to the Loan Documents) in connection with the operation of their businesses, (b) weekly disbursements, and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 shall be the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lenders. (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the Budget shall be updated, modified or supplemented by the Administrative Borrower with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders)Agent, and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to time. , but in any event the Approved Budget shall be updated by the Borrower not less than one time in each three (c3) consecutive week period, and each such updated, modified or supplemented budget shall be approved in writing (including by email) by, and shall be in form and substance satisfactory to, the Administrative Agent in its sole discretion and no such updated, modified or supplemented budget shall be effective until so approved and once so approved shall be deemed an Approved Budget; provided, however, that in the event the Administrative Agent, on the one hand, and the Borrower, on the other hand, cannot agree as to an updated, modified or supplemented budget, such disagreement shall give rise to an Event of Default once the period covered by the prior Approved Budget has terminated. Each Approved Budget delivered to the Administrative Agent and the Lenders shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and Agent. Each Approved Budget shall be prepared in good faith, with due care and faith based upon assumptions which the Borrower believe to be reasonable. (db) Within The Loan Parties covenant and agree that (i) the actual amount of Actual Cash Receipts for the period commencing on the Petition Date and ending on the applicable date of determination (but in no case shall such period be less than four (4) weeks), shall not be less than eighty-five percent (85%) of the amount projected in the “Total Cash Receipts” line item of the Approved Budget for such period; (ii) the actual amount of “Total Operating Disbursements” for any Measurement Period, shall not be more than one hundred and fifteen percent (1115%) Business Day of the amount projected in the “Total Operating Disbursements” line item of the Approved Budget for such Measurement Period; (iii) the actual amount of “Total Non-Operating Disbursements” for any Measurement Period, shall not be more than one hundred and ten percent (110%) of the amount projected in the “Total Non-Operating Disbursements” line item of the Approved Budget for such Measurement Period; and (iv) the actual amount of “Professional Fees” for any Measurement Period, shall not be more than one hundred and ten percent (110%) of the amount projected in the “Professional Fees” line item of the Approved Budget for such Measurement Period (provided that nothing herein shall operate as a limitation on the amount of professional fees that may be incurred by the Loan Party having knowledge Parties); provided, that in all circumstances, savings in any one Measurement Period may be carried over for use in the subsequent Measurement Periods but such carry-over amount shall be reduced to $0 upon the approval of their occurrence a new Approved Budget (each, a “Permitted Variance”). (c) Administrative Agent and the Lenders (i) may assume that the Loan Parties will comply with the Approved Budget, (ii) shall have no duty to monitor such compliance and (iii) shall not be obligated to pay (directly or existenceindirectly from the Collateral) any unpaid expenses incurred or authorized to be incurred pursuant to any Approved Budget. The line items in the Approved Budget for payment of interest, Administrative Borrower shall provide expenses and other amounts to the Administrative Agent and the Lenders are estimates only, and the Loan Parties remain obligated to pay any and all Obligations in accordance with written notice the terms of the Loan Documents and the applicable Order regardless of whether such amounts exceed such estimates. Nothing in any Approved Budget (including any estimates of a loan balance in excess of borrowing base restrictions) shall constitute an amendment or other modification of any event Loan Document or condition which is reasonably likely any of the borrowing base restrictions or other lending limits set forth therein. (d) Not later than 3:00 p.m. (Central time) on the Tuesday of each week commencing on June 16, 2020, the Loan Parties shall furnish to entail expenditures the Administrative Agent a weekly report (the “Budget Compliance Report”) that sets forth as of more than $100,000 which is not included the preceding Saturday of each such week, for the prior week and on a cumulative basis from the Petition Date through the fourth (4th) full week after the Petition Date and then on a rolling four (4) week basis at all times thereafter (each such period referred to herein as a “Measurement Period”), the actual results for the following line items set forth in the Approved Budget Budget: (includingi) “Total Cash Receipts”; (ii) “Total Operating Disbursements”; (iii) “Total Non-Operating Disbursements”; and (iv) “Professional Fees”, but not limitedall in a form, on account of an accidentand shall contain supporting information, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely satisfactory to have a negative impact on the value of the Loan Parties’ and their Subsidiaries’ assets or future business prospects or a similar eventAdministrative Agent in its sole discretion.

Approved Budget. (a) On the last Thursday of each month after the Second Amendment Effective Time, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower The Managing Member shall prepare or cause to be prepared for each calendar year an operating budget showing the anticipated revenues and deliver to expenses of the Administrative Agent, Company and Project Company for review and approval by the Required DDTL Approving Lenders, an updated week-by-week such calendar year. The initial operating budget for the balance of 2007 is attached as Exhibit F. Upon the Managing Member’s approval of a proposed operating budget for the succeeding calendar year (commencing with 2008), the Managing Member shall, not later than October 10 of the current calendar year (commencing in 2007), submit the proposed operating budget for the succeeding calendar year to the Members for their review and to the Independent Engineer for its initial review of and initial comment on the adequacy of such budget, at the Company’s expense; provided that any further action by the Independent Engineer requested by one or more Class B Members collectively holding at least 50% of the Class B Membership Interests shall be undertaken at the requesting Members’ expense. Unless the Members collectively holding a Super-Majority Vote (prior to the Flip Date) or a Majority Vote (after the Flip Date) object in writing to such proposed operating budget not later than October 30, then subsequent month the proposed budget shall be deemed approved by the Members (each a “Budget” andbudget as attached hereto, once approved as set forth belowor deemed approved, the an “Approved Budget”). If such Members disapprove the proposed budget, then the Managing Member shall prepare or cause to be prepared a revised budget, which shall reflect Administrative Borrower’s good faith projectionbe submitted to the Members for their approval and, upon final approval, such budget shall become an Approved Budget. To the extent that amounts relating to any items of a proposed budget are not approved, the corresponding amounts for the Borrowers items in the preceding year’s budget will continue as part of the budget for such year until a more current amount for such item is approved under this Section 7.1. If a budget for any calendar year is not approved by the beginning of such calendar year, then the budget shall be the prior year’s Approved Budget until a new budget is approved. The Managing Member may from time to time during the calendar year amend the Approved Budget to increase any particular line item of the then-current Approved Budget so long as the increase in such line item does not exceed 10% (a “Material Variance”) during such year or is not a Major Decision, without the further vote or consent of the Members, and their respective Restricted Subsidiariesas so amended, any such budget shall be an Approved Budget. Any variances from an Approved Budget in excess of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related Material Variance shall require the approval of Members using the vote described in this Section 7.1 and, if so approved, each such variance shall be added to the Loan Documents) in connection with the operation of their businessesApproved Budget, (b) weekly disbursementswhich, and (c) net cash flowas so amended, in each case, for such month. The Budget delivered during the week of March 4, 2024 shall thereafter be the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lendersyear. (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the Budget shall be updated, modified or supplemented by the Administrative Borrower with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to time. (c) Each Budget delivered to the Administrative Agent and the Lenders shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and shall be prepared in good faith, with due care and based upon assumptions the Borrower believe to be reasonable. (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence or existence, Administrative Borrower shall provide the Administrative Agent and Lenders with written notice of any event or condition which is reasonably likely to entail expenditures of more than $100,000 which is not included in the Approved Budget (including, but not limited, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely to have a negative impact on the value of the Loan Parties’ and their Subsidiaries’ assets or future business prospects or a similar event.

Approved Budget. (a) On Attached to this Agreement as Exhibit 4 is the last Thursday of each month after the Second Amendment Effective Time, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower shall prepare and deliver to the Administrative Agent, for review and approval by the Required DDTL Approving Lenders, an updated week-by-week operating budget for the then subsequent month (operations and improvements of the Properties for the year ended December 31, 2023. The Manager shall cause to be prepared and shall submit to the Loci Member a proposed operating expense and improvement budget for the properties for each a “Budget” andsucceeding Fiscal Year in reasonable detail setting forth, once approved as set forth belowamong other items, the estimated receipts and disbursements (capital, operating and other) for the forthcoming Fiscal Year (or partial Fiscal Year). The proposed budget shall be delivered to the Loci Member no later than the last Business Day of November prior to the beginning of the relevant Fiscal Year or such other date as is approved in writing by the Loci Member. The Loci Member shall consider such budget and shall promptly, but in no event later than fifteen (15) Business Days after receipt thereof, approve or reject it with proposed additions, deletions and revisions as the Loci Member deems appropriate in its reasonable discretion, [taking into consideration Necessary Expenses, reserves, operating expenses and other appropriate matters]. The Manager and Loci Member shall work in good faith to address objections and revise and agree on the form of annual budget and business plan no later than December 31 of such year. The original Approved Budget for the year ended December 31, 2023, and each subsequent budget approved by the Loci Member shall be an “Approved Budget”). Until final approval of a budget for each Fiscal Year the Manager shall be authorized to continue to operate on the basis of the previous Fiscal Year’s Approved Budget, which shall reflect Administrative Borrower’s good faith projectiontogether with an increase in such Approved Budget equal to (i) the actual increase in expenses associated with real estate taxes and assessments, for insurance premiums, debt service and utilities relating to the Borrowers operation and their respective Restricted Subsidiaries, development of the Properties (aii) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees the actual costs and expenses related to the Loan Documents) in connection with the operation of their businesses, (b) weekly disbursementsunder any existing agreements, and (ciii) net cash flow, in each case, the addition of a new line item for such month. The Budget delivered during budget in the week of March 4, 2024 shall be the Approved Budget for March 2024. Together with delivery amount of the Budgetgreater of (x) three percent (3%), Administrative Borrower shall provide or (y) the Administrative Agent (for subsequent delivery increase in the consumer price index from the last day of the prior Fiscal Year to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation first day of the variance. Each week promptly after the delivery of the Variance Reportcurrent Fiscal Year, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period be reallocated by the Administrative Agent (at Manager in its sole discretion among the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lenders. (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the Budget shall be updated, modified or supplemented by the Administrative Borrower with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) budgeted line items from time to timetime for payment of expenses for such upcoming year. (c) Each Budget delivered to the Administrative Agent and the Lenders shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and shall be prepared in good faith, with due care and based upon assumptions the Borrower believe to be reasonable. (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence or existence, Administrative Borrower shall provide the Administrative Agent and Lenders with written notice of any event or condition which is reasonably likely to entail expenditures of more than $100,000 which is not included in the Approved Budget (including, but not limited, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely to have a negative impact on the value of the Loan Parties’ and their Subsidiaries’ assets or future business prospects or a similar event.

Approved Budget. (a) On The use of the last Thursday of each month after proceeds under the Second Amendment Effective Time, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower shall prepare and deliver to the Administrative Agent, for review and approval by the Required DDTL Approving Lenders, an updated week-by-week operating budget for the then subsequent month (each a “Budget” and, once approved as set forth below, the “Approved Budget”), which shall reflect Administrative Borrower’s good faith projection, for the Borrowers and their respective Restricted Subsidiaries, of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related to the Loan Documents) in connection with the operation of their businesses, (b) weekly disbursements, and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 Notes under shall be limited in accordance with the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery subject to variances applied on an aggregate basis and permitted under Section 6.12(b) and subject to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation receipt of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lenders. (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due Cure Amounts pursuant to Section 6.24(a) which would make 6.13). The Approved Budget will be updated (as mutually agreed between the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent Issuer and the Lenders Required Purchasers (acting reasonably)) to reflect any increase in disbursements as a result of a corresponding increase in Revenue that is in excess of the projected Revenue described in the prior Approved Budget and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the Budget shall may be further updated, modified or supplemented by the Administrative Borrower Issuer from time to time with the written consent of the Administrative Agent Required Purchasers and no such updated, modified or supplemented budget shall be effective until so approved and once so approved shall be deemed an Approved Budget. (at b) Commencing with the direction first full calendar month following the Effective Date and for each calendar month thereafter subject to an Approved Budget being in effect, the Issuer shall not permit (i) the Actual Disbursement Amount, measured on a cumulative basis, for any calendar month, to exceed one hundred eighty percent (180%) of the Required DDTL Approving Lenders)Budgeted Disbursement Amount, measured on a cumulative basis, for any such calendar month and upon (ii) the request Actual Disbursement Amount, measured on a cumulative basis, for any two consecutive calendar months, to exceed one hundred fifty (150%) of the Administrative Agent Budgeted Disbursement Amount, measured on a cumulative basis, for any such period of two (at the direction of the Required DDTL Approving Lenders2) from time to timeconsecutive calendar months. (c) Each Within thirty (30) days after the end of any calendar month (other than the last month of any fiscal quarter) subject to an Approved Budget delivered being in effect, the Issuer shall deliver to the Administrative Agent Purchasers a monthly budget compliance certificate for the prior calendar month and prior two calendar month period (if applicable) acceptable to the Lenders Purchasers, and such monthly budget compliance certificate shall be accompanied include such detail as is reasonably satisfactory to the Purchasers, signed by such supporting documentation as reasonably requested by a Responsible Officer of Issuer certifying that Issuer is in compliance with the Administrative Agent covenants contained in Section 6.12(b) above; provided that a Purchaser may designate an entity to receive information provided under this Section 6.12(c) (at other than any information filed with the direction of the Required DDTL Approving Lenders) and shall be prepared in good faith, with due care and based upon assumptions the Borrower believe to be reasonableSEC). (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence or existenceFor purposes hereof, Administrative Borrower shall provide unless the Administrative Agent and Lenders with written notice of any event or condition which is reasonably likely to entail expenditures of more than $100,000 which is not included Issuer otherwise agrees in the writing, an Approved Budget shall cease to be in effect upon the earlier of (includingi) December 31, but not limited2021, on account and (ii) the consummation of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely to have a negative impact on the value of the Loan Parties’ and their Subsidiaries’ assets or future business prospects or a similar eventSuccessful Capital Raise.

Approved Budget. (a) On the last Thursday of each month after the Second Amendment Effective Time, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower Manager shall prepare and deliver submit to Owner a proposed operating budget (each, an "Operating Budget") for the Administrative Agentoperation, repair, improvement and maintenance of the Property (i) for review the calendar year in which this Agreement is executed and approval delivered by the Required DDTL Approving Lendersparties hereto, an updated week-by-week operating budget for no later than fifteen (15) days after the then subsequent month (each a “Budget” and, once approved as set forth below, the “Approved Budget”), which shall reflect Administrative Borrower’s good faith projection, for the Borrowers and their respective Restricted Subsidiaries, of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related to the Loan Documents) in connection with the operation of their businesses, (b) weekly disbursements, date hereof and (cii) net cash flow, in for each case, for such month. The Budget delivered during the week of March 4, 2024 shall be the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation of the variance. Each week promptly calendar year after the delivery of calendar year in which this Agreement is executed and delivered by the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; providedparties hereto, no later than December 1 of each such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lenderscalendar year thereafter. (b) In Owner shall consult with Manager with respect to each proposed Operating Budget to agree on an "Approved Operating Budget". If written approval or disapproval of the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant proposed Operating Budget has not been received by Manager within thirty (30) days of its delivery to Section 6.24(a) which would make the then current Budget materially inaccurateOwner, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the proposed Operating Budget shall be updated, modified deemed to be the Approved Operating Budget for the applicable calendar year. Manager agrees to use diligence and to employ all reasonable efforts to ensure that the actual costs of maintaining and operating the Property shall not exceed the individual line items or supplemented by the Administrative Borrower with the written consent aggregate amount of the Administrative Agent (at Approved Operating Budget. Manager shall inform Owner in writing not less than monthly of any increases in costs and expenses that are not set forth in the direction Approved Operating Budget unless a line item in the Approved Operating Budget is increased by more than 5% in any calendar month or the aggregate amount of the Required DDTL Approving Lenders)Approved Operating Budget in increased by more than $5,000 in any calendar month, and upon in which case, Manager shall inform Owner promptly after Manager determines the request amount of such increase. Owner shall approve such proposed revisions in its sole discretion; provided, however, that if Owner does not approve any proposed revision, the Administrative Agent (at Manager shall not be obligated to perform any obligations hereunder that require an increase in the direction of Approved Operating Budget to the Required DDTL Approving Lenders) from time extent that there are insufficient funds available to timeManager for such performance. (c) Each Budget delivered to the Administrative Agent and the Lenders Manager shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and shall be prepared in good faith, with due care and based upon assumptions the Borrower believe to be reasonable. (d) Within one (1) Business Day of secure Owner's prior written approval for any Loan Party having knowledge of their occurrence or existence, Administrative Borrower shall provide the Administrative Agent and Lenders with written notice of any event or condition which is reasonably likely to entail expenditures of more single expenditure greater than $100,000 which 500 that is not included set forth in the Approved Operating Budget. In cases of emergency, however, Manager may make expenditures for repairs which are not set forth in the Approved Operating Budget (including, or exceed the amount therefor as set forth therein without Owner's prior written approval if it is necessary to prevent damage or injury to persons or the Property; but not limited, on account Owner shall be informed of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely to have a negative impact on any such expenditures before the value end of the Loan Parties’ and their Subsidiaries’ assets or future next business prospects or a similar eventday.

Approved Budget. During the Contingent Consideration Term, the Principals shall deliver to Buyer for Buyer’s prior approval, which shall not be unreasonably withheld, delayed or conditioned, no later than ten (a10) On Business Days prior to the last Thursday beginning of each month after the Second Amendment Effective Timecalendar quarter, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower shall prepare and deliver to the Administrative Agent, for review and approval by the Required DDTL Approving Lenders, an updated week-by-week operating a budget for the then subsequent month (each a “Budget” and, once approved as Surviving Business created in good faith by the Principals that shall set forth belowthe anticipated capital expenditures, revenue, cost of sales and selling, general and administrative investments and costs of the Surviving Business (i) for the next succeeding calendar quarter (the “Proposed Budget”) and (ii) for the calendar quarter that is immediately subsequent to the quarter for which such Proposed Budget is delivered (the “Subsequent Proposed Budget”). The Buyer shall act in good faith and in a timely manner to review all Proposed Budgets and any amendments thereto or modifications thereof. Upon approval in writing by Buyer of a Proposed Budget, and only to the extent of such approval, such Proposed Budget shall become an “Approved Budget”.” Any deviation within five percent (5%) of a line item in an Approved Budget will not require any amendment or modification thereto and will not require Buyer’s prior approval under this Section 8.04 or Section 2.04(c). Notwithstanding anything to the contrary in this Section 8.04, which Buyer shall reflect Administrative Borrower’s good faith projection, not be deemed to have approved or be contractually bound to provide for the Borrowers budgetary items found in any Subsequent Proposed Budget. The Approved Budget for the first calendar quarter of 2006 is attached hereto as Schedule 8.05-I and their respective Restricted Subsidiaries, has been agreed to by Buyer. The Subsequent Proposed Budget for the second calendar quarter of (a) all weekly receipts (including from asset sales) 2006 is also attached hereto as Schedule 8.05-II. All proposed expenditures pursuant to an Approved Budget shall be made through Buyer’s central procurement facilities unless otherwise directed by Buyer. If the Principals and expenditures (including ordinary course operating expenses and Buyer are unable to agree on an Approved Budget with respect to any other fees and expenses related calendar quarter prior to the Loan Documentstwenty-first (21st) in connection with day following the operation commencement of their businessessuch calendar quarter, (b) weekly disbursements, and (c) net cash flow, in each case, then the Approved Budget for such month. The Budget delivered during the week of March 4, 2024 immediately preceding calendar quarter shall be deemed to be the Approved Budget for March 2024. Together with delivery of the Budgetapplicable calendar quarter, Administrative Borrower shall provide the Administrative Agent as adjusted to deduct all non-recurring items (for subsequent delivery including without limitation recruitment fees, relocation expenses and capital expenditures) and to increase amounts attributable to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through compensation of any employee hired during the immediately preceding week compared quarter to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation reflect a full quarter’s worth of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lenderscompensation. (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the Budget shall be updated, modified or supplemented by the Administrative Borrower with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to time. (c) Each Budget delivered to the Administrative Agent and the Lenders shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and shall be prepared in good faith, with due care and based upon assumptions the Borrower believe to be reasonable. (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence or existence, Administrative Borrower shall provide the Administrative Agent and Lenders with written notice of any event or condition which is reasonably likely to entail expenditures of more than $100,000 which is not included in the Approved Budget (including, but not limited, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely to have a negative impact on the value of the Loan Parties’ and their Subsidiaries’ assets or future business prospects or a similar event.

Approved Budget. (a) On Not later than January 20, 2012, Borrowers shall provide to Lender a cash forecast for Borrowers for the last Thursday of each month after the Second Amendment Effective Time, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower shall prepare and deliver to the Administrative Agent, for review and approval by the Required DDTL Approving Lenders, an updated week-by13-week operating budget for period commencing February 6, 2012, setting forth projected cash receipts and cash disbursements, to be in form, scope and substance acceptable to Lender (the then subsequent month “Additional Approved Budget”). (each b) The Initial Approved Budget and Additional Approved Budget may be updated at any time with the written consent of Lender (any such approved update, a “Supplemental Approved Budget” and”; the Initial Approved Budget, once approved as set forth belowthe Additional Approved Budget and any Supplemental Approved Budgets, collectively, shall constitute the “Approved Budget”), which shall reflect Administrative Borrower’s good faith projection, for the Borrowers and their respective Restricted Subsidiaries, of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related to the Loan Documents) in connection with the operation of their businesses, (b) weekly disbursements, and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 shall be the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lenders. (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the Budget shall be updated, modified or supplemented by the Administrative Borrower with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to time. (c) Each Budget delivered to Commencing with the Administrative Agent and the Lenders calendar week ending December 23, 2011, Borrowers shall be accompanied by such supporting documentation not permit, as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lendersend of any calendar week, either (i) and shall be prepared in good faiththe aggregate cash receipts of Borrowers for the period from November 14, with due care and based upon assumptions 2011 through the Borrower believe end of such calendar week to be reasonableless than 75% of the aggregate cash receipts of Borrowers set forth in the Approved Budget for such period or (ii) the aggregate operating cash disbursements of Borrowers for the period from November 14, 2011 through the end of such calendar week to be greater than 125% of the aggregate operating cash disbursements of Borrowers set forth in the Approved Budget for such period. (d) Within one (1) Business Day Borrowers shall use proceeds of any Loan Party having knowledge of their occurrence or existence, Administrative Borrower shall provide the Administrative Agent and Lenders Loans in accordance with written notice of any event or condition which is reasonably likely to entail expenditures of more than $100,000 which is not included in the Approved Budget and the Financing Order. (includinge) No later than ten Business Days after the end of each calendar week, but not limitedBorrowers shall provide to Lender a report describing in reasonable detail the aggregate actual cash receipts, on account cash disbursements, net cash flow and cash balance of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely Borrowers for such calendar week and a comparison to have a negative impact on the value of the Loan Parties’ and their Subsidiaries’ assets or future business prospects or a similar eventApproved Budget for such calendar week.

Approved Budget. (a) Subject to subsection (b) and subsection (c) below, none of the Credit Parties shall pay any obligations or expenses (including, without limitation, bonus payments or other compensation to senior management personnel, but excluding legal fees and expenses) except to the extent expressly contemplated and permitted in the Current Period of the Approved Budget applicable at the time of such payment. On or before the Wednesday prior to the first Monday of each Fiscal Month of the Borrower, commencing with the Wednesday prior to the first Monday of October 2010, the Borrower shall deliver an updated budget (for the period of 13 weeks commencing with the first day of such Fiscal Month) (each, a “Proposed Budget”) to Agent. Each such Proposed Budget shall be accompanied by a variance report setting forth actual cash receipts and disbursements from the Petition Date through the last Thursday day of each the preceding month after the Second Amendment Effective Timeand all variances, on or before 12:00 pm (New York City time) an aggregate basis and, with respect to Specified Budget Line Items, on such Thursday, Administrative Borrower shall prepare and deliver to the Administrative Agenta line-item basis, for review and approval such period from the amounts set forth for the corresponding period in the preceding Approved Budgets (including explanations for each such material variance), certified by the Required DDTL Approving Chief Restructuring Officer as being prepared in good faith and fairly presenting in all material respects the information set forth therein. Each Proposed Budget provided to Agent shall be of no force and effect unless and until it is approved in writing by the Requisite Lenders, an updated week-by-week operating budget for and until such approval is given the then subsequent month prior Approved Budget shall remain in effect and no Credit Party may pay any obligations or expenses (excluding legal fees and expenses) other than as permitted (subject to subsection (b) below) in the Current Period of such prior Approved Budget. The Requisite Lenders shall approve or reject each a “Budget” and, once approved Proposed Budget within four Business Days after delivery by the Borrower to Agent as set forth belowabove, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budget. Any such Proposed Budget, upon the “Approved Budget”)written approval of the Requisite Lenders shall become, which shall reflect Administrative Borrower’s good faith projection, as of the date of such approval and for the Borrowers and their respective Restricted Subsidiariesperiod of time covered thereby, of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related to the Loan Documents) in connection with the operation of their businesses, (b) weekly disbursements, and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 shall be the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review prospectively replace any Budget after which time such Budget shall become an prior Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving LendersBudget. (b) In Regardless of whether a Proposed Budget has been delivered to Agent, the event that Credit Parties shall comply at all times with the then existing Approved Budget during the Current Period thereof on an event aggregate basis, as to all cash receipts and disbursements, subject to a permitted variance of (i) no more than twenty percent (20%) for cash receipts and disbursements received or circumstance occurs made, as applicable, in between the monthly dates on which last two weeks of September 2010, and (ii) no more than twenty percent (20%) for cash receipts received and ten percent (10%) for disbursements made in any month thereafter. Notwithstanding the Budgets are foregoing, to the extent any other provision in this Agreement requires compliance with an Approved Budget or any Specified Budget Line Item, such compliance shall be required as to the Approved Budget or such Specified Budget Line Item specifically and only to the extent permitted in the Current Period of such Approved Budget, without giving effect to any variance not otherwise due specified in such provision. Each Proposed Budget submitted to Agent pursuant to Section 6.24(athe foregoing subsection (a) which would make shall account for any expense variations in the then current Budget materially inaccuratepreceding month. (c) During each week, within at regularly scheduled times reasonably acceptable to Requisite Lenders (but in any event on at least two (2) Business Days of becoming aware of such event or circumstanceDays’ notice from the Borrower), the Administrative Borrower shall provide notice hold a meeting or call with the Chief Restructuring Officer, the chief financial officer of the Borrower and such event or circumstance to other members of senior management of the Administrative Agent Borrower as the Borrower deems appropriate and the Lenders and promptly deliver a revised Budget reflecting their respective representatives to discuss the impact thereof. Without limiting the foregoing, the Budget shall be updated, modified or supplemented by the Administrative Borrower with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), fees and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to time. (c) Each Budget delivered to the Administrative Agent and the Lenders shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and shall be prepared in good faith, with due care and based upon assumptions the Borrower believe expenses provided to be reasonable. (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence incurred or existence, Administrative Borrower shall provide the Administrative Agent and Lenders with written notice of any event or condition which is reasonably likely to entail expenditures of more than $100,000 which is not included accrued in the current Approved Budget (includingand any applicable Proposed Budget) during the following week in connection with the services to the Credit Parties of Axxxxxx & Marsal North America LLC (“A&M”) and all other non-legal professional fees and expenses (collectively, but “Specified Professional Costs”) other than the fees and expenses of any non-legal professionals designated by the Requisite Lenders as not limited, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely being subject to have a negative impact on this Section 5.13(c). Without the value prior approval of the Loan Parties’ Requisite Lenders, the fees of A&M shall not exceed $200,000 per month, and their Subsidiaries’ assets or future business prospects or a similar eventno other Specified Professional Costs shall be paid unless approved by the Requisite Lenders.

Approved Budget. (a) On the last Thursday The use of each month after the Second Amendment Effective Time, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower shall prepare and deliver to the Administrative Agent, for review and approval Loans by the Required DDTL Approving Loan Parties under this Agreement and the other Loan Documents shall be limited in accordance with the Approved Budget (subject to variances permitted hereunder and other than any professional and advisory (including legal) fees of the Agent and the Lenders, an updated week-by-week operating budget for the then subsequent month (each a “Budget” and, once approved as set forth below, the “Approved Budget”), which shall reflect Administrative Borrower’s good faith projectionbe payable pursuant to and in accordance with the DIP Order and other applicable orders of the Bankruptcy Court). The Approved Budget shall set forth, on a weekly basis, among other things, Budgeted Cash Receipts and Budgeted Disbursement Amounts for the Borrowers 13-week period commencing with the week that includes the Closing Date and shall be approved by, and be in form and substance satisfactory to, the Required Lenders in their respective Restricted Subsidiaries, of sole discretion (a) all weekly receipts (including from asset sales) it being acknowledged and expenditures (including ordinary course operating expenses agreed that the Approved Budget attached hereto as Schedule 6.23 is approved by and any other fees and expenses related reasonably satisfactory to the Loan Documents) in connection with Debtors and the operation of their businesses, (b) weekly disbursements, Required Lenders and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 is and shall be the Approved Budget for March 2024. Together unless and until replaced in accordance with delivery terms of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lendersthis Section). (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the The Approved Budget shall be updated, modified modified, replaced or supplemented by the Administrative Borrower on the final business day of each four-consecutive-week period, commencing with the written consent final business day of the Administrative Agent fourth full week after the Closing Date (at or more frequently if determined by the direction of the Required DDTL Approving LendersBorrower), and upon each such updated, modified or supplemented budget shall be in form and substance reasonably satisfactory to the request Debtors and the Required Lenders in their sole discretion (which satisfaction may be communicated via an email from any of the Administrative Agent Specified Lender Advisors), and no such updated, modified, replaced or supplemented budget shall be effective if Required Lenders object in writing within three (at 3) Business Days of receipt and if no written objection is received by 5:00 p.m. three (3) Business Days after receipt, the direction of updated, modified, replaced or supplemented budget shall be deemed an Approved Budget; provided, however, that in the event the Required DDTL Approving Lenders) from time , on the one hand, and the Borrower, on the other hand, cannot agree as to time. (c) an updated, modified, replaced or supplemented budget, the then-current Approved Budget shall remain in effect unless and until a new Approved Budget is not objected to the Required Lenders. Each Approved Budget delivered to the Administrative Agent and the Lenders shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and . Each Approved Budget shall be prepared in good faith, with due care and faith based upon assumptions believed by the Borrower believe to be reasonable. (c) For each Variance Testing Period shall not permit (x) the Actual Cash Receipts to be less than 80% of the Budgeted Cash Receipts (each calculated on a cumulative basis as opposed to on a line by line basis) for such Variance Testing Period and (y) Actual Disbursement Amounts to exceed 120% of the Budgeted Disbursement Amounts (each calculated on a cumulative basis as opposed to on a line by line basis) for such Variance Testing Period. (d) Within one Deliver to the Agent and the Lenders on or before 5:00 p.m. New York City time on Thursday of each week following the expiration of each Variance Testing Period (1commencing on February 22, 2024) Business Day a certificate which shall include such detail as is reasonably satisfactory to the Required Lenders, signed by a Responsible Officer of any Loan Party having knowledge the Borrower certifying that attached thereto is an Approved Budget Variance Report, which shall be prepared by the Borrower as of the last day of the Variance Testing Period then most recently ended, and shall be in a form and substance satisfactory to the Required Lenders in their occurrence or existencesole discretion. In addition, Administrative on March 7, 2024, the Borrower shall provide deliver to the Administrative Agent and the Lenders a report containing Actual Cash Receipts and Actual Disbursement Amounts for the four-week period ending March 1, 2024 for informational purposes only. (e) The Lenders (i) may assume that the Loan Parties will comply with written notice of the Approved Budget (subject to permitted variances), (ii) shall have no duty to monitor such compliance and (iii) shall not be obligated to pay (directly or indirectly from the Collateral) any event unpaid expenses incurred or condition which is reasonably likely authorized to entail expenditures of more than $100,000 which is not included be incurred pursuant to any Approved Budget. The line items in the Approved Budget (includingfor payment of interest, but not limitedexpenses and other amounts to the Agent and the Lenders are estimates only, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely and the Loan Parties remain obligated to have a negative impact on pay any and all Obligations in accordance with the value terms of the Loan Parties’ and their Subsidiaries’ assets Documents regardless of whether such amounts exceed such estimates. Nothing in any Approved Budget shall constitute an amendment or future business prospects other modification of any Loan Document or a similar eventother lending limits set forth therein.

Approved Budget. (a) On The use of Extensions of Credit by the last Thursday Loan Parties under this Agreement and the other Loan Documents and the use of each month after cash collateral shall be limited in accordance with the Second Amendment Effective TimeApproved Budget (subject to the Permitted Variance) and Section 2.14. The Approved Budget shall depict, on or before 12:00 pm a weekly and line item basis, (New York City timei) on such Thursday, Administrative Borrower shall prepare and deliver to the Administrative Agent, for review and approval by the Required DDTL Approving Lenders, an updated week-by-week operating budget for the then subsequent month (each a “Budget” and, once approved as set forth below, the “Approved Budget”), which shall reflect Administrative Borrower’s good faith projection, for the Borrowers and their respective Restricted Subsidiaries, of (aA) all weekly projected cash receipts (including from asset sales), (B) and expenditures projected disbursements (including ordinary course operating expenses, bankruptcy-related expenses (including fees and expenses of the professionals and advisors of the Debtors and the Creditors’ Committee (as defined in the Interim Financing Order), and any other fees and expenses related relating to the Loan Documents) in connection with the operation of their businesses), (bC) weekly disbursementsprojected Net Cash Flow, and (cD) net cash flowprojected inventory receipts and levels, in each caseand (E) the projected Excess Availability (ii) a report listing the Stores subject to Specified Store Closing Sales and the other remaining Stores, and (iii) such other information requested by the Agent for the first thirteen (13) week period from the Effective Date, and such month. The Approved Budget delivered during the week of March 4, 2024 shall be approved by, and in form and substance satisfactory to, the Agent in its reasonable discretion (it being acknowledged and agreed that the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery is approved by and satisfactory to the Lenders) a variance report (“Variance Report”) Agent in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the its reasonable discretion). The Approved Budget, both in dollar ($) and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lenders. (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the Budget shall be updated, modified or supplemented by the Administrative Borrower Borrowers (x) with the written consent of the Administrative Agent in its reasonable discretion and (at the direction of the Required DDTL Approving Lenders), and y) upon the request of Agent or the Administrative Collateral Agent (at the direction of the Required DDTL Approving Lenders) from time to time. time (cwhich request may, without limitation, be made in connection with any Specified Transaction or the commencement, or during the continuation, of the Specified Stores Closing Sales); provided, however, that in the event the Agent, the Collateral Agent and the Loan Parties cannot agree as to an updated, modified or supplemented budget, the then-current Approved Budget shall continue in effect, with weekly details for any periods after the 13-week period covered by the then-current Approved Budget to be derived in a manner satisfactory to the Agent and the Collateral Agent in their sole and absolute discretion based on the then-current Approved Budget (each such period so approved, an “Extended Budget Period”), and such disagreement shall give rise to an Event of Default upon the later of (x) the end of the period covered by the then-current Approved Budget and (y) the end of the then-current Extended Budget Period. Each Approved Budget delivered to the Administrative Agent and the Lenders Collateral Agent shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at or the direction of the Required DDTL Approving Lenders) and Collateral Agent. Each Approved Budget shall be prepared in good faith, with due care and based upon assumptions which the Borrower Loan Parties believe to be reasonable. (b) The Borrowers shall comply with the Approved Budget, (subject to the Permitted Variance), which compliance shall be tested on the Saturday of every second week (each, a “Budget Testing Date”) commencing on December 1, 2018 for the Cumulative Four-Week Period then ending pursuant to the Budget Variance Report delivered by the Borrowers to the Agent and the Collateral Agent; provided, to the extent any amounts owed to professionals and vendors are permitted to be paid in accordance with the foregoing covenant but are not actually paid during the subject period, such amounts may be paid during a subsequent period. (c) The Borrowers shall deliver to the Agent and the Collateral Agent, not later than 5:00 p.m. on the Wednesday of each week (commencing with the first Wednesday following the Effective Date) a Budget Certificate, and such Budget Certificate shall include such detail as is reasonably satisfactory to the Agent, signed by an Authorized Officer of the Holdings and, in the case of certificates delivered for the end of a Test Period, certifying that the Loan Parties are in compliance with the covenant contained in Section 6.03(b), together with (A) a Rolling Budget, (B) a Weekly Flash Reporting Package and (C) an Approved Budget Variance Report, each of which shall be prepared by the Borrower through the last day of the Prior Week and the Cumulative Four Week Period, together with such other information as may be reasonably requested by the Agent. The Borrowers shall supplement the Weekly Flash Reporting Package and the Approved Budget Variance Report from time to time upon the request of the Agent. For the avoidance of doubt, as part of the Weekly Flash Reporting Package, the Borrowers shall provide updated information with respect to the Winddown Account including the aggregate (i) amount of cash contributed to such account since it was established, (ii) disbursements that have been made from such account, if any, since it was established, and (iii) any disbursements for the preceding week. The foregoing reporting requirements with respect to the Winddown Account may be supplemented from time to time upon the request of the Agent. (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence or existenceThe Agent, Administrative Borrower shall provide the Administrative Collateral Agent and the Lenders (i) may assume that the Loan Parties will comply with written notice of the Approved Budget, (ii) shall have no duty to monitor such compliance and (iii) shall not be obligated to pay (directly or indirectly from the Collateral) any event unpaid expenses incurred or condition which is reasonably likely authorized to entail expenditures of more than $100,000 which is not included be incurred pursuant to any Approved Budget. The line items in the Approved Budget (includingfor payment of interest, but not limitedexpenses and other amounts to the Agent, on account of an accidentthe Collateral Agent and the Lenders are estimates only, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely and the Loan Parties remain obligated to have a negative impact on pay any and all Obligations in accordance with the value terms of the Loan Parties’ Documents and their Subsidiaries’ assets the applicable Financing Order regardless of whether such amounts exceed such estimates. Nothing in any Approved Budget shall constitute an amendment or future business prospects other modification of any Loan Document or a similar eventany of the other lending limits set forth therein.

Approved Budget. (a) On the last Thursday The cost of each month after the Second Amendment Effective Time, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower shall prepare and deliver Services to the Administrative Agent, for review and approval be furnished by the Required DDTL Approving Lenders, an updated week-by-week operating budget for the then subsequent month (each a “Budget” and, once approved as set forth below, the “Approved Budget”)IBM to Multek pursuant to EXHIBIT B, which shall reflect Administrative Borrower’s good faith projectioninclude a pro rata share of the estimated fixed costs (such as Utility Plant overhead costs) as well as the cost of commodities (such as chilled water costs) which were consumed by Multek the previous month as well as the cost of other Services, for the Borrowers and their respective Restricted Subsidiaries, of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related to the Loan Documents) in connection with the operation of their businesses, (b) weekly disbursements, and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 shall be collectively called "Multek Operating Expenses." The cost of Services to be furnished by Multek to IBM pursuant to EXHIBIT B shall be collectively called "IBM Service Charges." For the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) period beginning on the first Business Day day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; providedTerm and ending December 31, 1997 and, thereafter, no later than September 1 of the year prior to the commencement of each ensuing calendar year, IBM, after consultation with Multek, shall submit to Multek a proposed budget for Multek Operating Expenses and IBM Service Charges which shall cover a good faith estimate of Multek Operating Expenses and, based on Multek's input during consultation, IBM Service Charges for the ensuing calendar year. Multek and IBM shall provide such Budget backup information relating to the proposed budget which the other may reasonably request. Upon Consent of both parties to the proposed budget, the budget shall become be an "Approved Budget if reasonably objected to in writing (which may include e-mail) Budget" for the ensuing calendar year. If at any time during the review period by Term, there is a Major Increase (defined in subsection 3.2(c) below), Multek shall receive a statement from IBM which identifies the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lenders. (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower Major Increase. IBM shall provide notice of such event or circumstance back up information relating to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereofMajor Increase which Multek may reasonably request. Without limiting the foregoing, the Budget shall be updated, modified or supplemented by the Administrative Borrower with the written Upon consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to time. (c) Each Budget delivered both parties to the Administrative Agent and the Lenders shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and shall be prepared in good faith, with due care and based upon assumptions the Borrower believe to be reasonable. (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence or existence, Administrative Borrower shall provide the Administrative Agent and Lenders with written notice of any event or condition which is reasonably likely to entail expenditures of more than $100,000 which is not included proposed changes in the Approved Budget (includingarising out of the Major Increase, but not limited, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely the revised budget shall supersede and replace and become the new "Approved Budget." If the parties are unable to have a negative impact agree on the value proposed changes, the issues shall be submitted for Mediation. The Approved Budget for the balance of the Loan Parties’ year 1997 and their Subsidiaries’ assets or future business prospects or for calendar year 1998 is set forth in EXHIBIT F and is a similar event.summary of the agreed upon charges set forth in SCHEDULES 1-14 of EXHIBIT B.

Approved Budget. (a) On Commencing on the last First Amendment Effective Time, and on every Thursday of each month after the Second First Amendment Effective Time, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower shall prepare and deliver to the Administrative Agent, for review and approval by the Required DDTL Approving Lenders, an updated week-by-week operating budget for the then subsequent month 2-week period (each a “Budget” and, once approved as set forth below, the “Approved Budget”), which shall reflect Administrative Borrower’s good faith projection, for the Borrowers and their respective Restricted Subsidiaries, of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related to the Loan Documents) in connection with the operation of their businesses, (b) weekly disbursements, and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 shall be the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow receipts and/or disbursements for such month through (a) the immediately preceding week compared to the Approved Budget and (b) the immediately preceding cumulative two-week period compared to the Approved Budget. Each Variance Report shall include a summary of the receipt and disbursement variances by line item and on a cumulative basis, both in dollar ($) and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lenders. (b) In the event that an event or circumstance occurs in between the monthly weekly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the Budget shall be updated, modified or supplemented by the Administrative Borrower with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to time. (c) Each Budget delivered to the Administrative Agent and the Lenders shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and shall be prepared in good faith, with due care and based upon assumptions the Borrower believe to be reasonable. (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence or existence, Administrative Borrower shall provide the Administrative Agent and Lenders with written notice of any event or condition which is reasonably likely to entail expenditures of more than $100,000 which is not included in the Approved Budget (including, but not limited, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely to have a negative impact on the value of the Loan Parties’ and their Subsidiaries’ assets or future business prospects or a similar event.”

Approved Budget. (a) On The use of the last Thursday Term Loan and extensions of each month after the Second Amendment Effective Time, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower shall prepare and deliver to the Administrative Agent, for review and approval credit by the Required DDTL Approving Lenders, an updated week-by-week operating budget for the then subsequent month (each a “Budget” and, once approved as set forth below, the “Approved Budget”), which shall reflect Administrative Borrower’s good faith projection, for the Borrowers and their respective Restricted Subsidiaries, of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related to the Loan Documents) in connection with the operation of their businesses, (b) weekly disbursements, and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 under this Agreement shall be limited in accordance with the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery subject to variances applied on an aggregate basis and permitted under Section 6.12(b) and subject to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation receipt of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lenders. (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due Cure Amounts pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the 8.13). The Required Lenders and promptly deliver a revised Borrowers shall, beginning no later than October 31, 2020, in good faith negotiate to agree on or prior to December 31, 2020 on an extension of the Approved Budget reflecting to cover the impact thereofperiod from the January 1, 2021 through the Maturity Date. Without limiting the foregoing, the The Approved Budget shall may be updated, modified or supplemented by the Administrative Borrower Borrowers from time to time with the written consent of the Administrative Agent Required Lenders and no such updated, modified or supplemented budget shall be effective until so approved and once so approved shall be deemed an Approved Budget. (at b) Commencing with the direction first full calendar month following the Effective Date and for each calendar month thereafter subject to an Approved Budget being in effect, Borrowers shall not permit (i) the Actual Disbursement Amount, measured on a cumulative basis, for any calendar month, to exceed one hundred eighty percent (180%) of the Required DDTL Approving Lenders)Budgeted Disbursement Amount, measured on a cumulative basis, for any such calendar month and upon (ii) the request Actual Disbursement Amount, measured on a cumulative basis, for any two consecutive calendar months, to exceed one hundred fifty (150%) of the Administrative Agent Budgeted Disbursement Amount, measured on a cumulative basis, for any such period of two (at the direction of the Required DDTL Approving Lenders2) from time to timeconsecutive calendar months. (c) Each Within thirty (30) days after the end of any calendar month (other than the last month of any fiscal quarter) subject to an Approved Budget delivered being in effect, the Borrowers shall deliver to the Administrative Agent Lenders a monthly budget compliance certificate for the prior calendar month and prior two calendar month period (if applicable) acceptable to the Lenders Required Lenders, and such monthly budget compliance certificate shall be accompanied include such detail as is reasonably satisfactory to the Required Lenders, signed by such supporting documentation as reasonably requested by the Administrative Agent (at the direction a Responsible Officer of the Required DDTL Approving LendersBorrowers certifying that Borrowers are in compliance with the covenants contained in Section 6.12(b) above; provided that (x) a Lender may designate an entity to receive information provided under this Section 6.2(c) (other than any information filed with the SEC) and shall be prepared in good faith, with due care and based upon assumptions the Borrower believe to be reasonable. (dy) Within one (1) Business Day of any Loan Party having knowledge of their occurrence or existence, Administrative Borrower shall provide the Administrative Agent and Lenders with written notice of any event or condition which is reasonably likely to entail expenditures of more than $100,000 which is not included in the Approved Budget (including, but not limited, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely to have a negative impact on the value Highbridge designates Ducera as its designee as of the Loan Parties’ and their Subsidiaries’ assets or future business prospects or a similar eventEffective Date.

Approved Budget. (a) Subject to subsection (b) and subsection (c) below, none of the Credit Parties shall pay any obligations or expenses (including, without limitation, bonus payments or other compensation to senior management personnel, but excluding legal fees and expenses) except to the extent expressly contemplated and permitted in the Current Period of the Approved Budget applicable at the time of such payment. On or before the Wednesday prior to the first Monday of each Fiscal Month of the Borrower, commencing with the Wednesday prior to the first Monday of October 2010, the Borrower shall deliver an updated budget (for the period of 13 weeks commencing with the first day of such Fiscal Month) (each, a “Proposed Budget”) to Agent. Each such Proposed Budget shall be accompanied by a variance report setting forth actual cash receipts and disbursements from the Petition Date through the last Thursday day of each the preceding month after the Second Amendment Effective Timeand all variances, on or before 12:00 pm (New York City time) an aggregate basis and, with respect to Specified Budget Line Items, on such Thursday, Administrative Borrower shall prepare and deliver to the Administrative Agenta line-item basis, for review and approval such period from the amounts set forth for the corresponding period in the preceding Approved Budgets (including explanations for each such material variance), certified by the Required DDTL Approving Chief Restructuring Officer as being prepared in good faith and fairly presenting in all material respects the information set forth therein. Each Proposed Budget provided to Agent shall be of no force and effect unless and until it is approved in writing by the Requisite Lenders, an updated week-by-week operating budget for and until such approval is given the then subsequent month prior Approved Budget shall remain in effect and no Credit Party may pay any obligations or expenses (excluding legal fees and expenses) other than as permitted (subject to subsection (b) below) in the Current Period of such prior Approved Budget. The Requisite Lenders shall approve or reject each a “Budget” and, once approved Proposed Budget within four Business Days after delivery by the Borrower to Agent as set forth belowabove, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budget. Any such Proposed Budget, upon the “Approved Budget”)written approval of the Requisite Lenders shall become, which shall reflect Administrative Borrower’s good faith projection, as of the date of such approval and for the Borrowers and their respective Restricted Subsidiariesperiod of time covered thereby, of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related to the Loan Documents) in connection with the operation of their businesses, (b) weekly disbursements, and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 shall be the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review prospectively replace any Budget after which time such Budget shall become an prior Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving LendersBudget. (b) In Regardless of whether a Proposed Budget has been delivered to Agent, the event that Credit Parties shall comply at all times with the then existing Approved Budget during the Current Period thereof on an event aggregate basis, as to all cash receipts and disbursements, subject to a permitted variance of (i) no more than twenty percent (20%) for cash receipts and disbursements received or circumstance occurs made, as applicable, in between the monthly dates on which last two weeks of September 2010, and (ii) no more than twenty percent (20%) for cash receipts received and ten percent (10%) for disbursements made in any month thereafter. Notwithstanding the Budgets are foregoing, to the extent any other provision in this Agreement requires compliance with an Approved Budget or any Specified Budget Line Item, such compliance shall be required as to the Approved Budget or such Specified Budget Line Item specifically and only to the extent permitted in the Current Period of such Approved Budget, without giving effect to any variance not otherwise due specified in such provision. Each Proposed Budget submitted to Agent pursuant to Section 6.24(athe foregoing subsection (a) which would make shall account for any expense variations in the then current Budget materially inaccuratepreceding month. (c) During each week, within at regularly scheduled times reasonably acceptable to Requisite Lenders (but in any event on at least two (2) Business Days of becoming aware of such event or circumstanceDays’ notice from the Borrower), the Administrative Borrower shall provide notice hold a meeting or call with the Chief Restructuring Officer, the chief financial officer of the Borrower and such event or circumstance to other members of senior management of the Administrative Agent Borrower as the Borrower deems appropriate and the Lenders and promptly deliver a revised Budget reflecting their respective representatives to discuss the impact thereof. Without limiting the foregoing, the Budget shall be updated, modified or supplemented by the Administrative Borrower with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), fees and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to time. (c) Each Budget delivered to the Administrative Agent and the Lenders shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and shall be prepared in good faith, with due care and based upon assumptions the Borrower believe expenses provided to be reasonable. (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence incurred or existence, Administrative Borrower shall provide the Administrative Agent and Lenders with written notice of any event or condition which is reasonably likely to entail expenditures of more than $100,000 which is not included accrued in the current Approved Budget (includingand any applicable Proposed Budget) during the following week in connection with the services to the Credit Parties of Xxxxxxx & Marsal North America LLC (“A&M”) and all other non-legal professional fees and expenses (collectively, but “Specified Professional Costs”) other than the fees and expenses of any non-legal professionals designated by the Requisite Lenders as not limited, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely being subject to have a negative impact on this Section 5.13(c). Without the value prior approval of the Loan Parties’ Requisite Lenders, the fees of A&M shall not exceed $200,000 per month, and their Subsidiaries’ assets or future business prospects or a similar eventno other Specified Professional Costs shall be paid unless approved by the Requisite Lenders.

Approved Budget. (a) On The use of Loans by the last Thursday of each month after Loan Parties under this Agreement and the Second Amendment Effective Timeother Loan Documents shall be limited in accordance with the Approved Budget (subject to Permitted Variances). The Approved Budget shall set forth, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower shall prepare and deliver to the Administrative Agent, for review and approval by the Required DDTL Approving Lenders, an updated week-by-week operating budget for the then subsequent month (each a “Budget” and, once approved as set forth below, the “Approved Budget”), which shall reflect Administrative Borrower’s good faith projectionweekly basis, for the Borrowers 13-week period covered thereby, the Budgeted Cash Receipts, Budgeted Disbursement Amounts, Budgeted Liquidity and their respective Restricted Subsidiaries, of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related to Budgeted Borrower Professional Fees for the Loan Documents) in connection 13-week period commencing with the operation of their businesses, (b) weekly disbursementsweek that includes the Effective Date and shall be approved by, and be in form and substance satisfactory to, the Required Lenders (c) net cash flow, in each case, for it being acknowledged and agreed that the form of Approved Budget set forth as Exhibit S hereto is approved by and satisfactory to such month. The Budget delivered during the week of March 4, 2024 Lenders and is and shall be the Approved Budget for March 2024. Together (subject to the following proviso) unless and until replaced in accordance with delivery terms of this Section 5.21); provided, that, notwithstanding anything to the Budgetcontrary, Administrative the Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) an updated budget in a form and substance reasonably acceptable to the Required DDTL Approving LendersLenders two Business Days prior to any Withdrawal from the Loan Proceeds Account (such budget, comparing the actual receipts“Submitted Budget”), disbursementsand, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both extent such Submitted Budget is not in dollar ($) form and percentage (%) figures and an explanation of substance satisfactory to the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report Required Lenders in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; providedtheir sole discretion, no such Budget updated, modified or supplemented budget shall become an Approved Budget be effective if reasonably objected to Required Lenders object in writing (which objection may include e-mail) during the review period be communicated by the Administrative Agent (at the direction means of a Direction of the Required DDTL Approving Lenders) or within two days of receipt and if no written objection is received within two days of receipt, the Submitted Budget shall be deemed an Approved Budget unless and until replaced in accordance with the terms of this Section 5.21. The Approved Budget shall include a 13-week cash flow forecast, which shall (i) include line-item reporting, the nature and scope of which shall be satisfactory to the Required DDTL Approving Lenders, (ii) otherwise be in form and substance satisfactory to, and subject to the approval of, the Required Lenders (or, with respect to the initial Approved Budget, all Lenders as of the Effective Date) (it being acknowledged and agreed that the form of the 13-week cash flow forecast provided by the Borrower to the Lenders prior to the Effective Date shall be deemed satisfactory), and (iii) update the 13-week cash flow forecast from the prior Approved Budget to add additional weeks to the forecast in order to present a 13-week forecast period. (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the The Approved Budget shall be updated, modified or supplemented by the Administrative Borrower with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to time. , including (ci) on June 22, 2023 and (ii) at the end of each four (4) consecutive week period commencing on July 20, 2023, and in the event that such updated, modified or supplemented budget is not in form and substance satisfactory to the Required Lenders in their sole discretion, no such updated, modified or supplemented budget shall be effective if Required Lenders object in writing (which objection may be communicated by means of a Direction of the Required Lenders) within five days (or, in connection with a Withdrawal, two days) of receipt and if no written objection is received within five days (or, in connection with a Withdrawal, two days) of receipt, the updated, modified or supplemented budget shall be deemed an Approved Budget; provided, however, that in the event the Required Lenders, on the one hand, and the Borrower, on the other hand, cannot agree as to an updated, modified or supplemented budget, such disagreement shall constitute an immediate Event of Default once the period covered by the prior Approved Budget has terminated (and at all times thereafter the then current Approved Budget shall remain in effect unless and until a new Approved Budget is not objected to by the Required Lenders (which objection may be communicated by means of a Direction of the Required Lenders)). Each Approved Budget delivered to the Administrative Agent and the Lenders Specified Lender Advisors shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and . Each Approved Budget shall be prepared in good faith, with due care and faith based upon assumptions believed by the Borrower believe to be reasonablereasonable at the time of preparation thereof. All Approved Budgets will be made available to lenders on the public side data site. (c) Commencing with the First Testing Period and for each Variance Testing Period thereafter, the Borrower shall not permit: (x) the Actual Cash Receipts to be less than Budgeted Cash Receipts (each calculated on a cumulative basis as opposed to on a line by line basis), in each case, for such Variance Testing Period, by more than 15% for such Variance Testing Period; (y) Actual Disbursement Amounts (excluding Actual Borrower Professional Fees, vendor-related motions and capital expenditures) to exceed the Budgeted Disbursement Amounts (excluding Budgeted Borrower Professional Fees, budgeted vendor-related motions and budgeted capital expenditures) (each calculated on a cumulative basis as opposed to a line by line basis), in each case, for such Variance Testing Period, by more than 15% for such Variance Testing Period and (z) and (y) actual amounts disbursed for capital expenditures to exceed the budgeted amounts for capital expenditures, in each case, for such Variance Testing Period, by more than 15% for such Variance Testing Period (the “Permitted Variances”). (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence or existenceOn a bi-weekly basis, Administrative the Borrower shall provide deliver to the Administrative Agent and the Lenders with written notice on or before 5:00 p.m. New York City time on the Thursday of any event or condition each applicable week commencing on June 22, 2023, a certificate which shall include such detail as is reasonably likely satisfactory to entail expenditures the Required Lenders, signed by a Responsible Officer of more than $100,000 the Borrower (1) certifying that (i) the Loan Parties are in compliance with the covenants contained in Section 5.21(c) and (ii) no Default or Event of Default has occurred or, if such a Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (2) attaching an Approved Budget Variance Report, which is shall be prepared by the Borrower as of the last day of the respective Variance Testing Period then most recently ended. Any such certificate will be made available to Lenders on the public side data site. (e) The Lenders (i) may assume that the Loan Parties will comply with the Approved Budget (subject to Permitted Variances), (ii) shall have no duty to monitor such compliance and (iii) shall not included be obligated to pay (directly or indirectly from the Collateral) any unpaid expenses incurred or authorized to be incurred pursuant to any Approved Budget. The line items in the Approved Budget (includingfor payment of interest, but not limitedexpenses and other amounts to the Administrative Agent and the Lenders are estimates only, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely and the Loan Parties remain obligated to have a negative impact on pay any and all Obligations in accordance with the value terms of the Loan Parties’ and their Subsidiaries’ assets Documents regardless of whether such amounts exceed such estimates. Nothing in any Approved Budget shall constitute an amendment or future business prospects other modification of any Loan Document or a similar eventother lending limits set forth therein.

Approved Budget. (a) On the last Thursday The use of each month after the Second Amendment Effective Time, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower shall prepare and deliver to the Administrative Agent, for review and approval Advances by the Required DDTL Approving Lenders, an updated week-by-week operating budget for Credit Parties under this Agreement and the then subsequent month Other Documents shall be limited in accordance with the Approved Budget. The initial Approved Budget (each a “Budget” and, once approved as set forth below, the “Initial Approved Budget”)) shall depict, which shall reflect Administrative Borrower’s good faith projectionon a weekly basis, Budgeted Disbursement Amounts, Budgeted Cash Receipts, Budgeted Net Cash Flow and other information reasonably requested by the Agent for the Borrowers first eighteen (18) week period from the Closing Date and their respective Restricted Subsidiaries, of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related to the Loan Documents) in connection with the operation of their businesses, (b) weekly disbursementssuch Initial Approved Budget shall be approved by, and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 shall be the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable satisfactory to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Lenders in their sole discretion. The Initial Approved Budget, both in dollar ($) and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lenders. (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the Budget shall be updated, modified or supplemented by the Administrative Borrower (with the written consent of the Administrative Agent (and/or at the direction of the Required DDTL Approving Lenders), and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving LendersAgent) from time to time. , but in any event not less than on a weekly basis (cwith the delivery to Agent on or before 5:00 p.m. on Tuesday of each calendar week), commencing with the second Tuesday following the Closing Date, and each such updated, modified or supplemented budget shall be approved in writing by, and shall be in form and substance satisfactory to, the Required Lenders in their sole and absolute discretion and no such updated, modified or supplemented budget shall be effective until so approved and once so approved shall be deemed an Approved Budget for the period contemplated therein; provided, however, that in the event that Agent, on the one hand, and the Credit Parties, on the other hand, cannot agree as to an updated, modified or supplemented budget, the Approved Budget most recently approved by the Required Lenders in their sole discretion in accordance with this clause (a) shall be the budget with which the Credit Parties shall comply for purposes of using Advances made hereunder and for purposes of Section 6.11(b) hereunder and provided further that such disagreement shall give rise to an Event of Default hereunder once the period covered by the most recent Approved Budget has terminated. Each Approved Budget delivered to the Administrative Agent and the Lenders shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and Agent. Each Approved Budget shall be prepared in good faith, with due care and faith based upon assumptions which the Borrower Credit Parties believe to be reasonable. (b) The Borrowers shall not permit (i) for any Prior Week, (x) the Actual Disbursement Amount for such Prior Week to exceed 110% of the Budgeted Disbursement Amount for such Prior Week, (y) Actual Net Cash Flow for such Prior Week to be less than 90% of Budgeted Net Cash Flow for such Prior Week, (ii) for any Two Week Cumulative Period (x) the Actual Disbursements for such Two Week Cumulative Period to exceed 110% of the Budgeted Disbursement Account for such Two Week Cumulative Period or (y) Actual Net Cash Flow for such Two Week Cumulative Period to be less than 90% of Budgeted Net Cash Flow for such Two Week Cumulative Period or (iii) for any Four Week Cumulative Period, (x) the Actual Disbursements for such Four Week Cumulative Period to exceed 105% of the Budgeted Disbursements for such Four Week Cumulative Period or (y) Actual Net Cash Flow for such Four Week Cumulative Period to be less than 95% of Budgeted Net Cash Flow for such Four Week Cumulative Period. (c) The Borrower Representative shall deliver to Agent on or before 5:00 p.m. on Tuesday of each week a Budget Certificate, signed by an Authorized Officer of the Borrowing Agent certifying that (i) the Credit Parties are in compliance with the covenants contained in this Section 6.11 and (ii) no Default or Event of Default has occurred or, if such a Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, together with an Approved Budget Variance Report. (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence or existence, Administrative Borrower shall provide the Administrative Agent and Lenders (i) may assume that the Credit Parties will comply with written notice of the Approved Budget, (ii) shall have no duty to monitor such compliance and (iii) shall not be obligated to pay (directly or indirectly from the Collateral) any event unpaid expenses incurred or condition which is reasonably likely authorized to entail expenditures of more than $100,000 which is not included be incurred pursuant to any Approved Budget. The line items in the Approved Budget (includingfor payment of interest, but not limitedexpenses and other amounts to Agent and the Lenders are estimates only, on account and the Credit Parties remain obligated to pay any and all Obligations in accordance with the terms of this Agreement and the Other Documents and the applicable Order regardless of whether such amounts exceed such estimates. Nothing in any Approved Budget shall constitute an accident, environmental event amendment or other unanticipated occurrence) or which would otherwise be reasonably likely to have a negative impact on the value modification of the Loan Parties’ and their Subsidiaries’ assets or future business prospects or a similar eventany Other Document.

Approved Budget. (a) On the last Thursday of each month after the Second Amendment Effective Time, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower The Approved Budget shall prepare be approved by and deliver in form and substance satisfactory to the Administrative Agent, for review Required Lenders (which satisfaction of the Required Lenders may be communicated via an email from any of the Specified Lender Advisors); provided that it is acknowledged and approval agreed by the Required DDTL Approving Lenders, an updated week-by-week operating budget for parties hereto that the then subsequent month (each a “Budget” and, once Initial Approved Budget is approved as set forth below, the “Approved Budget”), which shall reflect Administrative Borrower’s good faith projection, for the Borrowers by and their respective Restricted Subsidiaries, of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related satisfactory to the Loan Documents) in connection with the operation of their businesses, (b) weekly disbursements, Required Lenders and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 is and shall be the Approved Budget for March 2024. Together unless and until replaced in accordance with delivery terms of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursementsthis Section, and net cash flow for such month through the immediately preceding week compared that with respect to the any subsequent Approved Budget, both in dollar ($) such approval and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction satisfaction of the Required DDTL Approving Lenders) or Required DDTL Approving Lenders. (b) In Lenders may be communicated via an email from any of the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereofSpecified Lender Advisors. Without limiting the foregoing, the The Approved Budget shall be updated, modified or supplemented by the Administrative Borrower with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to time. (c) Each Budget delivered time in writing transmitted to the Administrative Agent and the Lenders shall be accompanied by such supporting documentation as reasonably requested by Term Loan Lender Advisors with the Administrative Agent (written consent of and/or at the direction request of the Required DDTL Approving LendersLenders (with a copy of such written consent or request concurrently delivered to the Administrative Agent) (which consent may be communicated via an email from any of the Specified Lender Advisors) (any such proposed budget, the “Proposed Budget”), but in any event not less than one time in each two (2) consecutive week period, commencing with the first full week after the Closing Date, and each Proposed Budget shall be prepared substantially in good faiththe form of the Initial Approved Budget and otherwise satisfactory to the Required Lenders, with due care and based no such Proposed Budget shall be effective unless acceptable to the Required Lenders (which acceptance may be communicated via an email from any of the Specified Lender Advisors); and upon assumptions delivery of such acceptance by the Borrower believe to Required Lenders, such Proposed Budget shall be reasonabledeemed the newly approved Approved Budget. (db) Within one [reserved]. (1c) Business Day of any Loan Party having knowledge of their occurrence or existence, Administrative The Borrower shall provide deliver to the Administrative Agent and Lenders the Term Loan Lender Advisors on or before Thursday of every week (commencing with written notice of any event or condition the week ending May 7, 2021), a certificate which shall include such detail as is reasonably likely satisfactory to entail expenditures the Required Lenders (which satisfaction may be communicated via an email from any of more than $100,000 which is not included the Specified Lender Advisors), signed by a Responsible Officer of the Borrower (i) certifying that the Loan Parties are in compliance with the covenants contained in Section 7.11 and (ii) certifying that no Default or Event of Default has occurred or, if such a Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and attaching thereto the Approved Budget (including, but not limited, on account of an accident, environmental event or other unanticipated occurrence) or Variance Report which would otherwise shall be reasonably likely to have a negative impact on prepared by the value Borrower as of the Loan Parties’ and their Subsidiaries’ assets or future business prospects or a similar eventlast day of the most recently ended Variance Testing Period.

Approved Budget. All borrowings under the DIP Facility, and the use of Cash Collateral, shall at all times comply with the Approved Budget (subject to Permitted Variances) and the DIP Loan Documents. The Debtors shall (a) provide copies of the reporting required under Section 8.01 of the DIP Credit Agreement as and when required under the DIP Credit Agreement (the “DIP Reporting”), including delivery of (1) an Approved Budget certified by a financial officer of the DIP Borrower every seven weeks on a Thursday during the Chapter 11 Cases, beginning on the Thursday of the seventh (7th) week anniversary of the Petition Date and (2) a Variance Report (as defined in the DIP Credit Agreement), certified by a financial officer of the DIP Borrower every other Thursday during the Chapter 11 Cases, commencing the Thursday following the first full calendar week after the Closing Date and (b) comply with all financial or other reporting, lender or advisor call, budget, variance reporting and testing requirements as set forth in the DIP Loan Documents. On or before __:__ _.m., prevailing Central Time, on the last Thursday of each month after seventh (7th) calendar week anniversary of the Second Amendment Effective TimePetition Date, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower the Debtors shall prepare and deliver to the Administrative AgentDIP Agent (with a copy to the Prepetition Agents), for review as described in the DIP Loan Documents, updates to the Initial Budget (or the previously supplemented Approved Budget, as the case may be), covering the 13-week period that commences with the beginning of such week in which the supplemental budget is delivered, consistent with the form and approval level of detail set forth in the Initial Budget and otherwise in form and substance acceptable to the Required Lenders (as defined in the DIP Credit Agreement, the “Required DIP Lenders”) in their reasonable discretion (each such supplemental budget, an “Updated Budget”), and once so approved by the Required DDTL Approving LendersDIP Lenders in their reasonable discretion, an updated weeksuch Updated Budget shall constitute the then-by-week operating budget for the then subsequent month (each a “Budget” and, once approved as set forth below, the “Approved Budget”); provided that unless and until the Required DIP Lenders approve such Updated Budget, which the then-current Approved Budget shall reflect Administrative Borrower’s good faith projectionremain in effect, for effective as of the Borrowers and their respective Restricted Subsidiaries, beginning of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related to the Loan Documents) in connection with the operation of their businesses, (b) weekly disbursements, and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 shall be the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget which it was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lendersdelivered. (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the Budget shall be updated, modified or supplemented by the Administrative Borrower with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to time. (c) Each Budget delivered to the Administrative Agent and the Lenders shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and shall be prepared in good faith, with due care and based upon assumptions the Borrower believe to be reasonable. (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence or existence, Administrative Borrower shall provide the Administrative Agent and Lenders with written notice of any event or condition which is reasonably likely to entail expenditures of more than $100,000 which is not included in the Approved Budget (including, but not limited, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely to have a negative impact on the value of the Loan Parties’ and their Subsidiaries’ assets or future business prospects or a similar event.

Approved Budget. Subject to Section 3(j) hereof, the Chief Executive Officer of the LLC shall be responsible for the preparation of a budget and business plan for each Fiscal Year, and shall, by the date designated by the Chief Financial Officer (aor person having responsibility commensurate with the title of chief financial officer) On the last Thursday of each month after the Second Amendment Effective Time, OM(US)H (usually on or before 12:00 pm (New York City timeabout September 15 of the year immediately preceding such Fiscal Year) on and unless otherwise extended by the Chief Financial Officer of OM(US)H, submit such Thursday, Administrative Borrower shall prepare proposed budget and deliver business plan to the Administrative Agent, Board of Managers for review and approval preliminary approval. If approved by the Required DDTL Approving LendersBoard of Managers, an updated week-by-week operating such proposed budget and business plan shall be submitted by the Chief Executive Officer of the LLC to OM(US)H for final approval. If OM(US)H notifies the then subsequent month (each a “Budget” Chief Executive Officer of the LLC of any objection(s) to the proposed budget and business plan, the Chief Executive Officer of the LLC shall revise and resubmit such proposed budget and business plan to the Board of Managers, and, once if then approved as set forth belowby the Board of Managers, such proposed budget and business plan shall be resubmitted by the Chief Executive Officer of the LLC to OM(US)H. The same procedures for approval, objection, revision and resubmission shall be applicable until final approval of a proposed budget and business plan by OM(US)H; provided, however, that if such final approval is not obtained, the budget and business plan then in effect will continue. Upon such final approval, such budget and business plan shall be the “Approved Budget”), which shall reflect Administrative Borrower’s good faith projection, ” for the Borrowers and their respective Restricted Subsidiariesrelevant period. Subject to Section 3(j) hereof, not later than 30 days prior to any fiscal quarter, the Chief Executive Officer of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related the LLC may submit proposed changes to the Loan Documents) in connection with then Approved Budget for such subsequent fiscal quarter as he shall deem necessary. Such changes shall be subject to the operation of their businesses, (b) weekly disbursementssame approval process as the initially proposed budget and to the extent finally approved by OM(US)H shall modify the previously Approved Budget, and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 modified budget and business plan shall thereupon be the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lendersrelevant period. (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the Budget shall be updated, modified or supplemented by the Administrative Borrower with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to time. (c) Each Budget delivered to the Administrative Agent and the Lenders shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and shall be prepared in good faith, with due care and based upon assumptions the Borrower believe to be reasonable. (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence or existence, Administrative Borrower shall provide the Administrative Agent and Lenders with written notice of any event or condition which is reasonably likely to entail expenditures of more than $100,000 which is not included in the Approved Budget (including, but not limited, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely to have a negative impact on the value of the Loan Parties’ and their Subsidiaries’ assets or future business prospects or a similar event.

Approved Budget. (a) On The use of Loans by the last Thursday of each month after Loan Parties under this Agreement and the Second Amendment Effective Timeother Loan Documents shall be limited in accordance with the Approved Budget (subject to Permitted Variances). The Approved Budget shall set forth, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower shall prepare and deliver to the Administrative Agent, for review and approval by the Required DDTL Approving Lenders, an updated week-by-week operating budget for the then subsequent month (each a “Budget” and, once approved as set forth below, the “Approved Budget”), which shall reflect Administrative Borrower’s good faith projectionweekly basis, for the Borrowers 13-week period covered thereby, the Budgeted Cash Receipts, Budgeted Disbursement Amounts, Budgeted Liquidity and their respective Restricted Subsidiaries, of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related to Budgeted Borrower Professional Fees for the Loan Documents) in connection 13-week period commencing with the operation of their businesses, (b) weekly disbursementsweek that includes the Effective Date and shall be approved by, and be in form and substance reasonably satisfactory to, the Lenders party hereto (c) net cash flow, in each case, for it being acknowledged and agreed that the form of Approved Budget set forth as Exhibit S hereto is approved by and reasonably satisfactory to such month. The Budget delivered during the week of March 4, 2024 Lenders and is and shall be the Approved Budget for March 2024. Together unless and until replaced in accordance with delivery terms of this Section 5.21; provided, that the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) an updated budget in a form and substance reasonably acceptable to the Required DDTL Approving Lenders two Business Days prior to any Withdrawal from the Loan Proceeds Account, and such updated budget shall be the Approved Budget unless and until replaced in accordance with the terms of this Section 5.21. The Approved Budget shall include a 13-week cash flow forecast, which shall (i) include line-item reporting, the nature and scope of which shall be satisfactory to the Required Lenders, comparing the actual receipts, disbursements(ii) otherwise be in form and substance satisfactory to, and net cash flow for such month through the immediately preceding week compared subject to the approval of, the Required Lenders (or, with respect to the initial Approved Budget, both in dollar ($) and percentage (%) figures and an explanation all Lenders as of the variance. Each week promptly after Effective Date) (it being acknowledged and agreed that the delivery form of the Variance Report, 13-week cash flow forecast provided by the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, Borrower to the Lenders prior to the Effective Date shall have until 2:00 p.m. be deemed satisfactory), and (New York City Timeiii) on update the first Business Day of 13-week cash flow forecast from the following week to review any Budget after which time such Budget shall become an prior Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to add additional weeks to the forecast in writing (which may include eorder to present a 13-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lendersweek forecast period. (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the The Approved Budget shall be updated, modified or supplemented by the Administrative Borrower with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to time. , including (ci) on May 13, 2023, (ii) on May 25, 2023 and (iii) at the end of each four (4) consecutive week period commencing on May 25, 2023, and in the event that such updated, modified or supplemented budget is not in form and substance reasonably satisfactory to the Required Lenders in their sole discretion, and no such updated, modified or supplemented budget shall be effective if Required Lenders object in writing (which objection may be communicated by means of a Direction of the Required Lenders) within five days (or, in connection with a Withdrawal, two days) of receipt and if no written objection is received within five days (or, in connection with a Withdrawal, two days) of receipt, the updated, modified or supplemented budget shall be deemed an Approved Budget; provided, however, that in the event the Required Lenders, on the one hand, and the Borrower, on the other hand, cannot agree as to an updated, modified or supplemented budget, such disagreement shall constitute an immediate Event of Default once the period covered by the prior Approved Budget has terminated (and at all times thereafter the then current Approved Budget shall remain in effect unless and until a new Approved Budget is not objected to by the Required Lenders (which objection may be communicated by means of a Direction of the Required Lenders)). Each Approved Budget delivered to the Administrative Agent and the Lenders Specified Lender Advisors shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and . Each Approved Budget shall be prepared in good faith, with due care and faith based upon assumptions believed by the Borrower believe to be reasonablereasonable at the time of preparation thereof. (c) Commencing with the First Testing Period and for each Variance Testing Period thereafter, the Borrower shall not permit: (x) the Actual Cash Receipts to be less than Budgeted Cash Receipts (each calculated on a cumulative basis as opposed to on a line by line basis), in each case, for such Variance Testing Period, by more than 17.5% for such Variance Testing Period; and (y) Actual Disbursement Amounts (excluding Actual Borrower Professional Fees) to exceed the Budgeted Disbursement Amounts (excluding Budgeted Borrower Professional Fees) (each calculated on a cumulative basis as opposed to on a line by line basis), in each case, for such Variance Testing Period, by more than 15% for such Variance Testing Period (the “Permitted Variances”). (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence or existence, Administrative The Borrower shall provide deliver to the Administrative Agent and the Lenders with written notice on or before 5:00 p.m. New York City time on the Thursday of any event or condition each week commencing on May 11, 2023, a certificate which shall include such detail as is reasonably likely satisfactory to entail expenditures the Required Lenders, signed by a Responsible Officer of more than $100,000 the Borrower (1) certifying that (i) the Loan Parties are in compliance with the covenants contained in Section 5.21(a) and (ii) no Default or Event of Default has occurred or, if such a Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (2) attaching an Approved Budget Variance Report, which is shall be prepared by the Borrower as of the last day of the respective Variance Testing Period then most recently ended. (e) The Lenders (i) may assume that the Loan Parties will comply with the Approved Budget (subject to Permitted Variances), (ii) shall have no duty to monitor such compliance and (iii) shall not included be obligated to pay (directly or indirectly from the Collateral) any unpaid expenses incurred or authorized to be incurred pursuant to any Approved Budget. The line items in the Approved Budget (includingfor payment of interest, but not limitedexpenses and other amounts to the Administrative Agent and the Lenders are estimates only, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely and the Loan Parties remain obligated to have a negative impact on pay any and all Obligations in accordance with the value terms of the Loan Parties’ and their Subsidiaries’ assets Documents regardless of whether such amounts exceed such estimates. Nothing in any Approved Budget shall constitute an amendment or future business prospects other modification of any Loan Document or a similar eventother lending limits set forth therein.

Approved Budget. (a) Subject to subsection (b) and subsection (c) below, none of the Credit Parties shall pay any obligations or expenses (including, without limitation, bonus payments or other compensation to senior management personnel, but excluding legal fees and expenses) except to the extent expressly contemplated and permitted in the Current Period of the Approved Budget applicable at the time of such payment. On or before the Wednesday prior to the first Monday of each Fiscal Month of the Borrower, commencing with the Wednesday prior to the first Monday of October 2010, the Borrower shall deliver an updated budget (for the period of 13 weeks commencing with the first day of such Fiscal Month) (each, a “Proposed Budget”) to Agent. Each such Proposed Budget shall be accompanied by a variance report setting forth actual cash receipts and disbursements from the Petition Date through the last Thursday day of each the preceding month after the Second Amendment Effective Timeand all variances, on or before 12:00 pm (New York City time) an aggregate basis and, with respect to Specified Budget Line Items, on such Thursday, Administrative Borrower shall prepare and deliver to the Administrative Agenta line-item basis, for review and approval such period from the amounts set forth for the corresponding period in the preceding Approved Budgets (including explanations for each such material variance), certified by the Required DDTL Approving Chief Restructuring Officer as being prepared in good faith and fairly presenting in all material respects the information set forth therein. Each Proposed Budget provided to Agent shall be of no force and effect unless and until it is approved in writing by the Requisite Lenders, an updated week-by-week operating budget for and until such approval is given the then subsequent month prior Approved Budget shall remain in effect and no Credit Party may pay any obligations or expenses (excluding legal fees and expenses) other than as permitted (subject to subsection (b) below) in the Current Period of such prior Approved Budget. The Requisite Lenders shall approve or reject each a “Budget” and, once approved Proposed Budget within four Business Days after delivery by the Borrower to Agent as set forth belowabove, provided that any failure to approve a Proposed Budget shall constitute a rejection of such Proposed Budget. Any such Proposed Budget, upon the “Approved Budget”)written approval of the Requisite Lenders shall become, which shall reflect Administrative Borrower’s good faith projection, as of the date of such approval and for the Borrowers and their respective Restricted Subsidiariesperiod of time covered thereby, of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related to the Loan Documents) in connection with the operation of their businesses, (b) weekly disbursements, and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 shall be the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review prospectively replace any Budget after which time such Budget shall become an prior Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving LendersBudget. (b) In Regardless of whether a Proposed Budget has been delivered to Agent, the event that Credit Parties shall comply at all times with the then existing Approved Budget during the Current Period thereof on an event aggregate basis, as to all cash receipts and disbursements, subject to a permitted variance of (i) no more than twenty percent (20%) for cash receipts and disbursements received or circumstance occurs made, as applicable, in between the monthly dates on which last two weeks of September 2010, and (ii) no more than twenty percent (20%) for cash receipts received and ten percent (10%) for disbursements made in any month thereafter. Notwithstanding the Budgets are foregoing, to the extent any other provision in this Agreement requires compliance with an Approved Budget or any Specified Budget Line Item, such compliance shall be required as to the Approved Budget or such Specified Budget Line Item specifically and only to the extent permitted in the Current Period of such Approved Budget, without giving effect to any variance not otherwise due specified in such provision. Each Proposed Budget submitted to Agent pursuant to Section 6.24(athe foregoing subsection (c) which would make the then current Budget materially inaccurateDuring each week, within at regularly scheduled times reasonably acceptable to Requisite Lenders (but in any event on at least two (2) Business Days of becoming aware of such event or circumstanceDays’ notice from the Borrower), the Administrative Borrower shall provide notice hold a meeting or call with the Chief Restructuring Officer, the chief financial officer of the Borrower and such event or circumstance to other members of senior management of the Administrative Agent Borrower as the Borrower deems appropriate and the Lenders and promptly deliver a revised Budget reflecting their respective representatives to discuss the impact thereof. Without limiting the foregoing, the Budget shall be updated, modified or supplemented by the Administrative Borrower with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), fees and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to time. (c) Each Budget delivered to the Administrative Agent and the Lenders shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and shall be prepared in good faith, with due care and based upon assumptions the Borrower believe expenses provided to be reasonable. (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence incurred or existence, Administrative Borrower shall provide the Administrative Agent and Lenders with written notice of any event or condition which is reasonably likely to entail expenditures of more than $100,000 which is not included accrued in the current Approved Budget (includingand any applicable Proposed Budget) during the following week in connection with the services to the Credit Parties of Xxxxxxx & Marsal North America LLC (“A&M”) and all other non-legal professional fees and expenses (collectively, but “Specified Professional Costs”) other than the fees and expenses of any non-legal professionals designated by the Requisite Lenders as not limited, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely being subject to have a negative impact on this Section 5.13(c). Without the value prior approval of the Loan Parties’ Requisite Lenders, the fees of A&M shall not exceed $200,000 per month, and their Subsidiaries’ assets or future business prospects or a similar eventno other Specified Professional Costs shall be paid unless approved by the Requisite Lenders.

Approved Budget. A. Attached as Exhibit G to this Agreement is the initial Approved Budget. B. Concurrently with the Company or any of its Subsidiary's delivery of the Budget (adefined below) On to the last Thursday of each month after Mortgage Lender under the Second Amendment Effective TimeMortgage Loan Documents, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower the Manager shall prepare and deliver submit to the Administrative Agent, Class A Member for review its approval updated operating and approval by the Required DDTL Approving Lenders, an updated week-by-week operating budget capital expenditure budgets for the then subsequent month Company, its Subsidiary(ies) and the Property, projecting all revenues expected to be received and all costs and expenses expected to be incurred during the following Fiscal Year, including repair and maintenance costs, together with projected leasing activity and occupancy (each a “Budget” and”). The Manager shall explain in footnotes to each proposed Budget in reasonable detail any assumptions used in projecting such costs, once including all operational costs, real estate taxes, insurance and general and administrative costs and proposed capital expenditures and a comparison of projected revenues and expenses against the prior Fiscal Year’s actual costs (including an explanation of material deviations). Such Budget approved as set forth below, by the Class A Member shall become the “Approved Budget”), which shall reflect Administrative Borrower’s good faith projection, ” for the Borrowers and their respective Restricted Subsidiaries, Company. C. If the applicable Mortgage Lender fails to approve all or part of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related to the Loan Documents) in connection with the operation of their businesses, (b) weekly disbursements, and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 shall be the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared proposed amendment or modification to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation the portions of the varianceproposed amendments or modifications that have been approved shall become effective to the extent permitted under the Mortgage Loan Documents. Each week Manager shall notify the Class A Member of any objection by the Mortgage Lender to a proposed Budget and shall promptly after deliver to the delivery Class A Member copies of all correspondence between the applicable borrower and the Mortgage Lender regarding the review and approval of each Budget. The portions of the Variance Report, last Approved Budget that are equivalent to the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If portions of the proposed Budget was timely delivered that were not approved shall remain in effect and contains shall be carried over into the requisite informationfollowing Fiscal Year. Any Company Costs in the portion(s) of the prior Approved Budget so carried over shall be increased by the percentage increase in the Consumer Price Index during the prior Fiscal Year. The portions of the proposed Budget that have been approved, together with the Lenders portions of the existing Approved Budget that are so carried over, shall have until 2:00 p.m. constitute the Approved Budget for the following Fiscal Year. D. The Manager shall use commercially reasonable efforts to avoid causing the actual costs of ownership, operation and management of the Company, its Subsidiary(ies) or the Property to exceed the Approved Budget either in total or in any one accounting category. Any expense in connection with the ownership, operation and management of the Property causing or likely to cause a variance of ten percent (New York City Time10%) on or more, and $10,000 or more, in any one Approved Budget category for a particular year-to-date shall be promptly explained to the first Business Day Class A Member by the Manager (and in any event shall be included as a part of the Manager’s Quarterly Statement pursuant to Section 6.4). All payments of Company Costs must be charged to the proper accounting category as approved by the Class A Member. The Manager shall secure the prior written approval of the Class A Member before expending, obligating the Company or its Subsidiary(ies) for or approving any expenditure in connection with the ownership, operation and management of the Property, its Subsidiary(ies) or the Company that would result in an Approved Budget category being exceeded (a “Cost Overrun”) by ten percent (10%) or more, and $10,000 or more, in that category of the Approved Budget unless such Cost Overrun is caused by or results from a Noncontrollable Cost described in subsection E. or an Emergency Cost described in subsection F. E. The Manager may make or cause to be made any expenditure not contemplated by the Approved Budget that is an expense of the following week type (“Noncontrollable Cost”) without the approval of the Class A Member: (1) utility costs, association dues, governmental fees, personal property taxes, insurance premiums, snow removal and real estate taxes or any other special assessments imposed by any tax authority, or (2) amounts incurred pursuant to review and in accordance with any Budget after which time such Budget shall become lease, contract or agreement that (i) was previously approved by the Class A Member, (ii) is binding on the Company or its Subsidiary(ies) and (iii) is not being paid to the Class B Member or the Sponsor Principal. F. Where emergency action is necessary to prevent imminent risk to health and safety to Persons on or about the Property, imminent property damage, imminent imposition of criminal or civil sanctions against the Company, its Subsidiary(ies) or any Member, imminent loss of substantial value of the Property, termination of any critical services at the Property or the filing of a lien against the Property (each an Approved Budget for all purposes hereunder; provided“Emergency Cost”), no such Budget shall become an the Manager may make, or cause to be made, expenditures not contemplated by the Approved Budget if reasonably objected to in writing (which may include e-mail1) during any expenditure made without the review period by the Administrative Agent (at the direction Approval of the Required DDTL Approving LendersMembers is, in the Manager’s good faith judgment, reasonable and necessary under the circumstances set forth above and (2) or Required DDTL Approving Lendersthe Manager endeavors diligently and in good faith (i) to notify the Class A Member of any such emergency and (ii) obtain verbal approval from the Class A Member for any required expenditure. (b) In G. The Manager shall promptly give notice to the event that an event Class A Member of payment of any Cost Overrun permitted by subsection D., any Noncontrollable Cost permitted by subsection E. or circumstance occurs any Emergency Cost permitted by subsection F., and shall include reference to each such payment in between the monthly dates on which the Budgets are otherwise due its next Quarterly Statement pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate6.4, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the Budget shall be updated, modified or supplemented by the Administrative Borrower together with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to time. (c) Each Budget delivered to the Administrative Agent and the Lenders shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and shall be prepared in good faith, with due care and based upon assumptions the Borrower believe to be reasonable. (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence or existence, Administrative Borrower shall provide the Administrative Agent and Lenders with written notice of any event or condition which is reasonably likely to entail expenditures of more than $100,000 which is not included in the Approved Budget (including, but not limited, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely to have a negative impact explanatory notes on the value of the Loan Parties’ and their Subsidiaries’ assets or future business prospects or a similar eventreason for such expenditure.

Approved Budget. (a) On Tenant hereby acknowledges that Landlord, in connection with its payment of the last Thursday Allowance, is expending substantial funds for purposes of each month after Tenant completing Tenant’s Work. To that end, Landlord, while acknowledging that so-called “soft costs” in terms of planning, design, engineering and construction management services are inherently a part of a construction project of the Second Amendment Effective Timemagnitude of Tenant’s Work, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower shall prepare and deliver is vitally interested in seeing that an appropriate allocation of the Allowance is dedicated to the Administrative Agentcost of materials and labor to be incorporated in Tenant’s Work. Therefore, for review and approval by the Required DDTL Approving Lenders, an updated week-by-week operating budget for the then subsequent month annexed hereto as Exhibit L is a Construction Budget (each a “Budget” and, once approved as set forth below, the “Initial Approved Budget”)) setting forth preliminary detailed line item allocations for the various aspects of Tenant’s Work inclusive of so-called “hard costs” and “soft costs”. Landlord acknowledges that the construction process involved in completing Tenant’s Work will be done on a so-called “fast track” basis. It is agreed and understood that the nature of a fast track construction process involves a multi-phase bidding process as to subcontractors and design build applications. At such time as Tenant has determined the final line item budget amounts, which Tenant shall reflect Administrative Borrowersubmit to Landlord a detailed line item budget indicating the allocations for each line item. In performing Tenant’s Work, Tenant shall use good faith projection, efforts to comply with the line item allocations set forth on the Initial Approved Budget except that nothing contained herein shall be deemed or construed to limit the total amount of “hard costs” for materials and labor incorporated into Tenant’s Work or to limit variations within the Borrowers line items allocating hard costs within the Initial Approved Budget (it being agreed and their respective Restricted Subsidiaries, of (aunderstood however that Landlord shall have no responsibility for hard or soft costs which in the aggregate exceed the Allowance) all weekly receipts (including from asset sales) . As and expenditures (including ordinary course operating expenses and any other fees and expenses related to the Loan Documents) extent that Tenant shall exceed the aggregate total line item allocation for “soft costs” set forth in connection with the operation of their businesses, (b) weekly disbursements, and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 shall be the Initial Approved Budget for March 2024. Together with delivery by more than 2% of the Budgetentire amount of the Allowance, Administrative Borrower such excess soft costs shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month not be drawn through the immediately preceding week compared to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lenders. (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the Budget shall be updated, modified or supplemented by the Administrative Borrower with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to time. (c) Each Budget delivered to the Administrative Agent and the Lenders shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) Allowance and shall be prepared in good faith, with due care paid for by Tenant at its sole cost and based upon assumptions the Borrower believe to be reasonableexpense. (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence or existence, Administrative Borrower shall provide the Administrative Agent and Lenders with written notice of any event or condition which is reasonably likely to entail expenditures of more than $100,000 which is not included in the Approved Budget (including, but not limited, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely to have a negative impact on the value of the Loan Parties’ and their Subsidiaries’ assets or future business prospects or a similar event.

Approved Budget. The Approved Retail Property Budget and the Approved Midtown Row Property Budget for each of Fiscal Year 2022 and Fiscal Year 2023 for the Retail Properties, and each of Academic Year 2022 and Academic Year 2023 for Midtown Row, are attached hereto as Exhibit D. Common Member shall submit to Preferred Member within ten days of the date of this Agreement a Proposed Corporate Budget for 2023 for Preferred Member’s approval, provided, however, the line item in such budget for “Broad Street Net Expense Budgeted Amount” shall not be greater than the amounts set forth on Exhibit P attached hereto. For the calendar month of December 2022, the “Broad Street Net Expense Budgeted Amount” shall be as set forth on such exhibit for purposes of Section 6.4. No later than sixty (a60) On days prior to the last Thursday commencement of each month after ensuing Fiscal Year, Managing Member shall submit to Preferred Member (i) with respect to each Property in the Second Amendment Effective TimeRetail Portfolio, on or before 12:00 pm a proposed annual budget and business plan setting out revenues and expenses for such Property for such ensuing Fiscal Year (New York City timeeach, a “Proposed Retail Property Budget”) on such Thursday, Administrative Borrower shall prepare and deliver (ii) with respect to the Administrative AgentBroad Street Parties and their assets (other than the Properties), for review a proposed annual corporate budget and approval by the Required DDTL Approving Lenders, an updated week-by-week operating budget business plan setting out revenues and expenses for the then subsequent month Broad Street Parties for such ensuing Fiscal Year (each a “Proposed Corporate Budget”), in each case in the form of Approved Budget in effect as of the Closing Date. No later than sixty days (60) prior to the commencement of each Academic Year, Managing Member shall submit to Preferred Member a proposed annual budget and business plan with respect to Midtown Row, which proposed budget and business plan shall set forth revenues and expenses for Midtown Row for such ensuing Academic Year (a “Proposed Midtown Row Property Budget” and, once approved as set forth belowtogether with each of the Proposed Retail Property Budgets and the Proposed Corporate Budgets, the “Proposed Budgets”). Preferred Member shall, within twenty (20) Business Days from the receipt of the Proposed Retail Property Budget, Proposed Corporate Budget and the Proposed Midtown Row Property Budget, deliver to Managing Member a written acceptance or a written rejection (in reasonable detail indicating recommended changes, in the case of a rejection) of each of the Proposed Retail Property Budgets, the Proposed Corporate Budget and the Proposed Midtown Row Property Budget (any such Proposed Retail Property Budget Approved by Preferred Member, an “Approved Retail Property Budget”, any such Proposed Midtown Row Property Budget Approved by Preferred Member, an “Approved Midtown Row Property Budget”, and any such Proposed Corporate Budget Approved by Preferred Member, an “Approved Corporate Budget” and, collectively, the “Approved Budget”). If any Proposed Retail Property Budgets, which the Proposed Midtown Row Property Budget, or the Proposed Corporate Budget is not Approved in writing as aforesaid, Managing Member (for avoidance of doubt, subject to Preferred Member’s rights pursuant to Section 4.1(a)) shall reflect Administrative Borrower’s good faith projection, for cause the Borrowers Company to conduct its business and their respective Restricted Subsidiaries, of (a) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related operate the Properties pursuant to the Loan Documents) Proposed Budget with respect to those portions Approved by Preferred Member and, with respect to those portions not Approved by Preferred Member, in connection accordance with the operation of their businesses, (b) weekly disbursements, and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 shall be the Approved Budget for March 2024. Together with delivery of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the prior Fiscal Year’s Approved Budget, both in dollar ($) with automatic increases for real estate taxes, insurance and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Reportother non-discretionary expenses, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lenders. (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance subject to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereof. Without limiting the foregoing, the Budget shall be updated, modified or supplemented by the Administrative Borrower with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to timePermitted Cost Variances. (c) Each Budget delivered to the Administrative Agent and the Lenders shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and shall be prepared in good faith, with due care and based upon assumptions the Borrower believe to be reasonable. (d) Within one (1) Business Day of any Loan Party having knowledge of their occurrence or existence, Administrative Borrower shall provide the Administrative Agent and Lenders with written notice of any event or condition which is reasonably likely to entail expenditures of more than $100,000 which is not included in the Approved Budget (including, but not limited, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely to have a negative impact on the value of the Loan Parties’ and their Subsidiaries’ assets or future business prospects or a similar event.

Approved Budget. (a) On The use of proceeds of Loans by the last Thursday of each month after Loan Parties under this Agreement and the Second Amendment Effective Time, on or before 12:00 pm (New York City time) on such Thursday, Administrative Borrower other Loan Documents shall prepare be limited solely in accordance with the Approved Budget which shall be in form and deliver substance satisfactory to the Administrative AgentRequired Lenders; provided that, for review and approval by no proceeds of the Loans will be used in connection with (including without limitation, to fund or prefund) any executive retention plan without the express written consent of the Required DDTL Approving Lenders, an updated week-by-week operating budget for the then subsequent month (each a “Budget” and, once approved as set forth below, the “Approved Budget”), which shall reflect Administrative Borrower’s good faith projection; provided further that, for the Borrowers avoidance of doubt, the initial Approved Budget does not contemplate or include the funding or prefunding of any executive retention plan. The Approved Budget shall set forth, on a weekly basis, among other things, Budgeted Cash Receipts, Budgeted Operating Disbursement Amounts, and their respective Restricted SubsidiariesBudgeted Restructuring Related Amounts for the 13-week period commencing with the week that includes the Closing Date and ending with the week that includes December 31, of 2022, and such Approved Budget shall be approved in writing by, and be in form and substance reasonably satisfactory to, the Required Lenders (a) all weekly receipts (including from asset sales) it being acknowledged and expenditures (including ordinary course operating expenses agreed that the initial Approved Budget attached to this Agreement is approved by and any other fees and expenses related satisfactory to the Loan Documents) in connection with the operation of their businesses, (b) weekly disbursements, Required Lenders and (c) net cash flow, in each case, for such month. The Budget delivered during the week of March 4, 2024 is and shall be the Approved Budget for March 2024. Together unless and until replaced in accordance with delivery terms of the Budget, Administrative Borrower shall provide the Administrative Agent (for subsequent delivery to the Lenders) a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Required DDTL Approving Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both in dollar ($this Section) and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Borrower’s senior management and financial professionals shall review the Variance Report in detail during a telephonic conference with the Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Lenders shall have until 2:00 p.m. (New York City Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to disclosed in writing (which may include e-mail) during the review period by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) or Required DDTL Approving Lenders. (b) In the event that an event or circumstance occurs in between the monthly dates on which the Budgets are otherwise due pursuant to Section 6.24(a) which would make the then current Budget materially inaccurate, within two (2) Business Days of becoming aware of such event or circumstance, the Administrative Borrower shall provide notice of such event or circumstance to the Administrative Agent and the Lenders and promptly deliver a revised Budget reflecting the impact thereofAgent. Without limiting the foregoing, the The Approved Budget shall be updated, modified or supplemented by the Administrative Borrower with the written consent of the Administrative Agent (at the direction of the Required DDTL Approving Lenders), and upon the request of the Administrative Agent (at the direction of the Required DDTL Approving Lenders) from time to time. (c) Each Budget delivered time in writing transmitted to the Administrative Agent and the Lenders with the written consent of and/or at the request of the Required Lenders (with a copy of such written consent or request concurrently delivered to the Administrative Agent), but in any event not less than one time in each four (4) consecutive week period, commencing with the first full week after the Closing Date, and each such updated, modified or supplemented budget shall be in form and substance satisfactory to, the Required Lenders in their reasonable discretion, and no such updated, modified or supplemented budget shall be effective if Required Lenders (or the Specified Lender Advisors at the direction of the Required Lenders) object in writing within three days of receipt (with a copy of such objection concurrently delivered to the Administrative Agent) and if no written objection is received within three days of receipt, the updated, modified or supplemented budget shall be deemed the newly Approved Budget; provided, however, that in the event the Required Lenders, on the one hand, and Borrower, on the other hand, cannot agree as to an updated, modified or supplemented budget, then at all times thereafter such then current approved Budget shall remain in effect unless and until a new Approved Budget is not objected to by the Required Lenders. Each Approved Budget delivered to the Lenders and the Administrative Agent shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent (at the direction of the Required DDTL Approving Lenders) and . Each Approved Budget shall be prepared in good faith, with due care and faith based upon assumptions the believed by Borrower believe to be reasonable. (db) Within one (1) Business Day of any Loan Party having knowledge of their occurrence or existence, Administrative Borrower shall provide deliver to the Administrative Agent and the Lenders with written notice on or before 5:00 p.m. (New York City time) on Thursday of any event or condition each week (commencing on May 14, 2020) a certificate which shall include such detail as is reasonably likely satisfactory to entail expenditures the Required Lenders, signed by a Responsible Officer of more than $100,000 Borrower certifying that no Default or Event of Default has occurred or, if such a Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, together with an Approved Budget Variance Report, each of which is shall be prepared by Borrower as of the last day of the respective Variance Period or other period then most recently ended, and shall be in a form and substance satisfactory to the Required Lenders in their sole discretion. (c) The Administrative Agent and the Lenders (i) may assume that the Loan Parties will comply with the Approved Budget, (ii) shall have no duty to monitor such compliance and (iii) shall not included be obligated to pay (directly or indirectly from the Collateral) any unpaid expenses incurred or authorized to be incurred pursuant to any Approved Budget. The line items in the Approved Budget (includingfor payment of interest, but not limitedexpenses and other amounts to the Administrative Agent and the Lenders are estimates only, on account of an accident, environmental event or other unanticipated occurrence) or which would otherwise be reasonably likely and the Loan Parties remain obligated to have a negative impact on pay any and all Obligations in accordance with the value terms of the Loan Parties’ and their Subsidiaries’ assets Documents regardless of whether such amounts exceed such estimates. (d) Nothing in any Approved Budget shall constitute an amendment or future business prospects other modification of any Loan Document or a similar eventother lending limits set forth therein.