Common use of Approved Budgets Clause in Contracts

Approved Budgets. The Manager shall prepare or cause to be prepared for each Fiscal Year of the Company and the Subject Companies an operating budget on a consolidated basis setting forth the anticipated revenues and expenses of the Company and each Subject Company for such Fiscal Year. The initial operating budget for the remainder of the Fiscal Year ending December 31, 2015 is attached as Exhibit D hereto. For a succeeding Fiscal Year (commencing with the fiscal year ending December 31, 2016), the Manager shall, not later than the first day of the month preceding the month in which the then current Fiscal Year ends (currently November 1), submit the proposed operating budget for such succeeding Fiscal Year to the Members for their review. If the aggregate expense amount reflected in the proposed operating budget is not more than the lesser of ten percent (10%) above the annual spending projected in the Aggregate Tracking Model for the applicable Fiscal Year and five percent (5%) above the aggregate expense amount reflected in the Approved Budget for the previous Fiscal Year (and in each case, does not include expenditures exceeding $500,000 in aggregate of a type not included in the Aggregate Tracking Model for the applicable Fiscal Year or in the Approved Budget for the previous Fiscal Year, as the case may be), then the Consent of the Members shall not be required and such proposed operating budget shall be deemed approved by all of the Members. If such Consent of the Members is required and if either the Consent of the Members is received or if no Member objects to such proposed operating budget by the last day of the month preceding the month in which the then current Fiscal Year ends (currently November 30), then not later than such date, such operating budget shall be deemed approved by all of the Members (each budget as attached hereto, approved or deemed approved, an “Approved Budget”). If the Consent of the Members is required and not obtained as provided above, then the Manager shall prepare or cause to be prepared a revised operating budget, which shall be submitted to the Members for their approval as set forth in the preceding sentences, and, upon final approval of such operating budget by the Consent of the Members, such budget shall become an Approved Budget hereunder. To the extent that amounts relating to any items of a proposed budget are not approved, the corresponding amounts for the items in the previous Fiscal Year’s Approved Budget will continue as part of the Approved Budget for such year, until a more current amount for such item is approved in accordance with this Section 6.8. The Manager may from time to time during the Fiscal Year propose to amend the Approved Budget to decrease expected expenditures, or, subject to Section 6.2(b)(xiv), to increase expected expenditures and as so amended, any such amended budget shall be the Approved Budget hereunder. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

Approved Budgets. The Subject only to any approved revision at any time, each approved operating, marketing and capital expenditure budget shall continue in effect, and Asset Manager shall prepare not incur or cause pay any expense except in conformity with the applicable Approved Budget unless reasonably required for an emergency upon notice to Owner or otherwise approved by Owner in writing. Proposed operating, marketing and capital expenditure budgets shall be prepared submitted to Owner for each Fiscal Year of review and approval in accord with the Company following schedule, which may be revised by Owner from time to time (and once approved, shall be an “Approved Budget”) and the Subject Companies an operating budget Marketing Plan (hereinafter defined) and Operating Plan (hereinafter defined): (i) marketing and capital expenditure budgets including leasing assumptions shall be submitted on a consolidated basis setting forth or before September 11 of each year, (ii) the anticipated revenues and expenses of the Company and each Subject Company for such Fiscal Year. The initial operating budget for the remainder of the Fiscal Year ending December 31, 2015 is attached as Exhibit D hereto. For a succeeding Fiscal Year (commencing with the fiscal year ending December 31, 2016), the Manager shall, not later than the first day of the month preceding the month in which the then current Fiscal Year ends (currently November 1), submit the proposed operating budget for such succeeding Fiscal Year to the Members for their review. If the aggregate expense amount reflected in the proposed operating budget is not more than the lesser of ten percent (10%) above the annual spending projected in the Aggregate Tracking Model for the applicable Fiscal Year and five percent (5%) above the aggregate expense amount reflected in the Approved Budget for the previous Fiscal Year (and in each case, does not include expenditures exceeding $500,000 in aggregate of a type not included in the Aggregate Tracking Model for the applicable Fiscal Year or in the Approved Budget for the previous Fiscal Year, as the case may be), then the Consent of the Members shall not be required and such proposed operating budget shall be deemed approved by all submitted on or before October 6 of the Members. If such Consent of the Members is required each year, (iii) revised operating, marketing and if either the Consent of the Members is received or if no Member objects to such proposed operating budget by the last day of the month preceding the month in which the then current Fiscal Year ends (currently November 30), then not later than such date, such operating budget shall be deemed approved by all of the Members (each budget as attached hereto, approved or deemed approved, an “Approved Budget”). If the Consent of the Members is required and not obtained as provided above, then the Manager shall prepare or cause to be prepared a revised operating budget, which capital expenditure budgets including leasing assumptions incorporating comments from Owner shall be submitted to the Members for their approval as set forth in the preceding sentences, and, upon final approval on or before October 27 of such operating budget by the Consent of the Members, such budget shall become an Approved Budget hereunder. To the extent that amounts relating to any items of a proposed budget are not approved, the corresponding amounts for the items in the previous Fiscal Year’s Approved Budget will continue as part of the Approved Budget for such each year, until a more current amount for such item is approved in accordance and (iv) final operating, marketing and capital expenditure budgets including leasing assumptions shall be submitted on or before December 15 of each year. Asset Manager shall schedule and meet with this Section 6.8. The Manager may Owner from time to time during to review, revise and finalize the Fiscal Year propose to amend the Approved Budget to decrease expected expenditures, or, subject to Section 6.2(b)(xiv), to increase expected expenditures and as so amended, any such amended foregoing items. Each budget shall be prepared on a cash basis. For the fiscal year in which this Agreement commences and until the budgets referred to above have been approved as aforesaid, (i) there shall be no operating, marketing or capital expenditure budget and (ii) Asset Manager shall not pay or permit any Property Manager (hereinafter defined) to pay any expense in excess of $1,500 (and $25,000 in the aggregate) without obtaining consent therefor; provided, however, that Owner hereby consents to Asset Manager paying amounts for proper charges for Property utilities, employee compensation and benefits (as permitted hereunder), recurring service contracts for the Property in place as of the date hereof, debt service, ground rent, insurance and real estate taxes (“Necessary Expenditures”). On or before January 31 of each year which commences after the Effective Date, Asset Manager shall prepare and submit to Owner for review and approval ten year projections for the ensuing ten fiscal years. Asset Manager shall meet with Owner and its designee(s) from time to time to review, revise and finalize the ten-year projections. Notwithstanding anything herein to the contrary, Asset Manager may proceed under the terms of the proposed budget for items that are not objected to and may take any action with respect to items not approved for Necessary Expenditures. In the event that the items to which there is an objection are operational expenditures, as opposed to capital expenditures, Asset Manager shall be required to operate the Property using the prior year’s Approved Budget hereunderuntil approval is obtained. Portions of this ExhibitAsset Manager shall provide Owner such information regarding any budget as may be, indicated from time to time, reasonably requested by the xxxx “[***],” were omitted Owner. Asset Manager may at any time submit a revised budget to Owner, and have been filed separately Owner shall approve or disapprove such revised budget in accordance with the Secretary of same procedure as set forth above. Notwithstanding any provision herein to the Commission contrary, Asset Manager shall not make or permit any expenditure which Owner has expressly prohibited pursuant to the Registrant’s application requesting confidential treatment pursuant a written notification to Rule 24b-2 of the Securities Exchange Act of 1934Asset Manager.

Approved Budgets. The Manager shall prepare or cause to be prepared for each Fiscal Year of the Company and the Subject Companies an operating budget on a consolidated basis setting forth the anticipated revenues and expenses of the Company and each Subject Company for such Fiscal Year. The initial operating budget for the remainder of the Fiscal Year ending December 31, 2015 2017 is attached as Exhibit D hereto. For a succeeding Fiscal Year (commencing with the fiscal year ending December 31, 20162018), the Manager shall, not later than the first day of the month preceding the month in which the then current Fiscal Year ends (currently November 1), submit the proposed operating budget for such succeeding Fiscal Year to the Members for their review. If the aggregate expense amount reflected in the proposed operating budget is not more than the lesser of ten percent (10%) above the annual spending projected in the Aggregate Tracking Model for the applicable Fiscal Year and five percent (5%) above the aggregate expense amount reflected in the Approved Budget for the previous Fiscal Year (and in each case, does not include expenditures exceeding $500,000 in aggregate of a type not included in the Aggregate Tracking Model for the applicable Fiscal Year or in the Approved Budget for the previous Fiscal Year, as the case may be), then the Consent of the Members shall not be required and such proposed operating budget shall be deemed approved by all of the Members. If such Consent of the Members is required and if either the Consent of the Members is received or if no Member objects to such proposed operating budget by the last day of the month preceding the month in which the then current Fiscal Year ends (currently November 30), then not later than such date, such operating budget shall be deemed approved by all of the Members (each budget as attached hereto, approved or deemed approved, an “Approved Budget”). If the Consent of the Members is required and not obtained as provided above, then the Manager shall prepare or cause to be prepared a revised operating budget, which shall be submitted to the Members for their approval as set forth in the preceding sentences, and, upon final approval of such operating budget by the Consent of the Members, such budget shall become an Approved Budget hereunder. To the extent that amounts relating to any items of a proposed budget are not approved, the corresponding amounts for the items in the previous Fiscal Year’s Approved Budget will continue as part of the Approved Budget for such year, until a more current amount for such item is approved in accordance with this Section 6.8. The Manager may from time to time during the Fiscal Year propose to amend the Approved Budget to decrease expected expenditures, or, subject to Section 6.2(b)(xiv), to increase expected expenditures and as so amended, any such amended budget shall be the Approved Budget hereunder. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

Approved Budgets. The Manager shall prepare or cause to be prepared for each Fiscal Year Each Authorized Representative of the Company and Xxxx-Xxxx Limited Partner shall have a period of ten (10) Business Days after a proposed budget is submitted to them (whether or not submitted as part of a proposed Development Plan) to notify the Subject Companies an operating budget Managing General Partner in writing (i) whether such Authorized Representative, on a consolidated basis setting forth the anticipated revenues and expenses behalf of the Company Xxxx-Xxxx Limited Partner, Approves the proposed budget or (ii) of any revisions such representative believes should be made to such proposed budget. A proposed budget (or any proposed revision thereof) shall not be deemed to have been Approved by the Xxxx-Xxxx Limited Partner unless actually Approved by at least one Authorized Representative of the Xxxx-Xxxx Limited Partner within such ten-day period. If at least one Authorized Representative of the Xxxx-Xxxx Limited Partner so Approves a proposed budget (or a Development Plan in which such budget is contained), such budget shall be deemed Approved by the Partners and each Subject Company shall constitute an "Approved Budget" for the Partnership for the applicable Partnership Accounting Year covered thereby. If within such Fiscal Year. The initial operating ten (10) Business Day period, the Xxxx-Xxxx Limited Partner does not Approve a budget for the remainder applicable Partnership Accounting Year with respect to any Investment or Property, then the most recent Approved Budget for such Investment or Property other than items in such budget consisting of additional investment outlays that may be made at the discretion of the Fiscal Year ending December 31, 2015 is attached Partnership (such discretionary outlays are referred to as Exhibit D hereto. For a succeeding Fiscal Year (commencing with the fiscal year ending December 31, 2016"Discretionary Outlays"), the Manager shall, not later than the first day of the month preceding the month in which the then current Fiscal Year ends (currently November 1), submit the proposed operating budget for such succeeding Fiscal Year to the Members for their review. If the aggregate expense amount reflected in the proposed operating budget is not more than the lesser of ten percent (10%) above the annual spending projected in the Aggregate Tracking Model for the applicable Fiscal Year and five percent (5%) above the aggregate expense amount reflected in shall continue as the Approved Budget for the previous Fiscal next Partnership Accounting Year with the following exceptions: (and in each case, does not include expenditures exceeding $500,000 in aggregate of a type not included in the Aggregate Tracking Model a) all extraordinary items for the applicable Fiscal current Partnership Accounting Year or in the Approved Budget shall be deleted; and (b) Non-Discretionary Items for the previous Fiscal Year, as the case may be), then the Consent of the Members shall not be required and such proposed operating budget upcoming Partnership Accounting Year shall be deemed approved by all of included at the Members. If such Consent of the Members is required and if either the Consent of the Members is received or if no Member objects to such proposed operating budget by the last day of the month preceding the month in which the then current Fiscal Year ends (currently November 30), then not later than such date, such operating budget shall be deemed approved by all of the Members (each budget as attached hereto, approved or deemed approved, an “Approved Budget”). If the Consent of the Members is required and not obtained as provided above, then the Manager shall prepare or cause to be prepared a revised operating budget, which shall be submitted to the Members for their approval as set forth in the preceding sentences, and, upon final approval of such operating budget by the Consent of the Members, such budget shall become an Approved Budget hereunder. To the extent that amounts relating to any items of a proposed budget are not approved, the corresponding amounts for the items in the previous Fiscal Year’s Approved Budget will continue as part of the Approved Budget for such year, until a more current amount for such item is approved in accordance with this Section 6.8. The Manager may from time to time during the Fiscal Year propose to amend the Approved Budget to decrease expected expenditures, or, subject to Section 6.2(b)(xiv), to increase expected expenditures and as so amended, any such amended budget shall be the Approved Budget hereunder. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934actual cost.

Approved Budgets. The Manager shall prepare or cause to be prepared for each Fiscal Year of the Company and the Subject Companies Pinnacle Project Company an operating budget on a consolidated basis setting forth the anticipated revenues and expenses of the Company and each Subject the Pinnacle Project Company for such Fiscal Year. The initial operating budget for the remainder of the For each Fiscal Year ending December 31, 2015 is attached as Exhibit D hereto. For a succeeding Fiscal Year (commencing with the fiscal year ending December 31, 2016)Year, the Manager shall, not later than the first day of the month preceding the month in which the then current Fiscal Year ends (currently November 1), submit the proposed operating budget for such succeeding Fiscal Year to the Members for their review. If the aggregate expense amount reflected in the proposed operating budget is not more than the lesser of ten percent (10%) [***]% above the annual spending projected in the Aggregate Tracking Base Case Model for the applicable Fiscal Year and five percent (5%) [***]% above the aggregate expense amount reflected in the Approved Budget for the previous Fiscal Year (and in each case, does not include expenditures exceeding $500,000 [***] in aggregate of a type not included in the Aggregate Tracking Base Case Model for the applicable Fiscal Year or in the Approved Budget for the previous Fiscal Year, as the case may be), then the Consent of the Members shall not be required and such proposed operating budget shall be deemed approved by all of the Members. If such Consent of the Members is required and if either the Consent of the Members is received or if no Member objects to such proposed operating budget by the last day of the month preceding the month in which the then current Fiscal Year ends (currently November 30), then not later than such date, such operating budget shall be deemed approved by all of the Members (each budget as attached hereto, approved or deemed approved, an “Approved Budget”). If the Consent of the Members is required and not obtained as provided above, then the Manager shall prepare or cause to be prepared a revised operating budget, which shall be submitted to the Members for their approval as set forth in the preceding sentences, and, upon final approval of such operating budget by the Consent of the Members, such budget shall become an Approved Budget hereunder. To the extent that amounts relating to any items of a proposed budget are not approved, the corresponding amounts for the items in the previous Fiscal Year’s Approved Budget will continue as part of the Approved Budget for such year, until a more current amount for such item is approved in accordance with this Section 6.86.7. The Manager may from time to time during the Fiscal Year propose to amend the Approved Budget to decrease expected expenditures, or, subject to Section 6.2(b)(xiv), to increase expected expenditures and as so amended, any such amended budget shall be the Approved Budget hereunder. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

Approved Budgets. The Manager shall prepare or cause to be prepared for each Fiscal Year of the Company and the Subject Companies Pinnacle Project Company an operating budget on a consolidated basis setting forth the anticipated revenues and expenses of the Company and each Subject the Pinnacle Project Company for such Fiscal Year. The initial operating budget for the remainder of the Fiscal Year ending December 31, 2015 is attached as Exhibit D hereto. For a succeeding Fiscal Year (commencing with the fiscal year ending December 31, 20162020), the Manager shall, not later than the first day of the month preceding the month in which the then current Fiscal Year ends (currently November 1), submit the proposed operating budget for such succeeding Fiscal Year to the Members for their review. If the aggregate expense amount reflected in the proposed operating budget is not more than the lesser of ten percent (10%) [***]% above the annual spending projected in the Aggregate Tracking Base Case Model for the applicable Fiscal Year and five percent (5%) above [***]% the aggregate expense amount reflected in the Approved Budget for the previous Fiscal Year (and in each case, does not include expenditures exceeding $500,000 [***] in aggregate of a type not included in the Aggregate Tracking Base Case Model for the applicable Fiscal Year or in the Approved Budget for the previous Fiscal Year, as the case may be), then the Consent of the Members shall not be required and such proposed operating budget shall be deemed approved by all of the Members. If such Consent of the Members is required and if either the Consent of the Members is received or if no Member objects to such proposed operating budget by the last day of the month preceding the month in which the then current Fiscal Year ends (currently November 30), then not later than such date, such operating budget shall be deemed approved by all of the Members (each budget as attached hereto, approved or deemed approved, an “Approved Budget”). If the Consent of the Members is required and not obtained as provided above, then the Manager shall prepare or cause to be prepared a revised operating budget, which shall be submitted to the Members for their approval as set forth in the preceding sentences, and, upon final approval of such operating budget by the Consent of the Members, such budget shall become an Approved Budget hereunder. To the extent that amounts relating to any items of a proposed budget are not approved, the corresponding amounts for the items in the previous Fiscal Year’s Approved Budget will continue as part of the Approved Budget for such year, until a more current amount for such item is approved in accordance with this Section 6.86.7. The Manager may from time to time during the Fiscal Year propose to amend the Approved Budget to decrease expected expenditures, or, subject to Section 6.2(b)(xiv), to increase expected expenditures and as so amended, any such amended budget shall be the Approved Budget hereunder. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

Approved Budgets. The Manager shall prepare or cause and submit to be prepared for each Fiscal Year Owner and any lender of the Company and the Subject Companies an Owner which Owner so notifies Manager to submit, a proposed operating budget on and a consolidated basis setting forth the anticipated revenues and expenses of the Company and each Subject Company for such Fiscal Year. The initial operating proposed capital budget for the remainder promotion, operation, repair and maintenance of the Fiscal Year ending December 31, 2015 is attached as Exhibit D hereto. For a succeeding Fiscal Year (commencing with the fiscal year ending December 31, 2016), the Manager shall, not later than the first day of the month preceding the month in which the then current Fiscal Year ends (currently November 1), submit the proposed operating budget for such succeeding Fiscal Year to the Members for their review. If the aggregate expense amount reflected in the proposed operating budget is not more than the lesser of ten percent (10%) above the annual spending projected in the Aggregate Tracking Model for the applicable Fiscal Year and five percent (5%) above the aggregate expense amount reflected in the Approved Budget for the previous Fiscal Year (and in each case, does not include expenditures exceeding $500,000 in aggregate of a type not included in the Aggregate Tracking Model for the applicable Fiscal Year or in the Approved Budget for the previous Fiscal Year, as the case may be), then the Consent of the Members shall not be required and such proposed operating budget shall be deemed approved by all of the Members. If such Consent of the Members is required and if either the Consent of the Members is received or if no Member objects to such proposed operating budget by the last day of the month preceding the month in which the then current Fiscal Year ends (currently November 30), then not later than such date, such operating budget shall be deemed approved by all of the Members (each budget as attached hereto, approved or deemed approved, an “Approved Budget”). If the Consent of the Members is required and not obtained as provided above, then the Manager shall prepare or cause to be prepared a revised operating budgetProperty, which shall be submitted delivered no later than November 30 of the calendar year prior to such operating year which budget shall include, but not be limited to, the items required to be given by the Owner to a mortgagee under the terms of any mortgage encumbering Owner's interest in the Property. Owner will consider the proposed budgets and will consult with Manager in the ensuing period prior to the Members for their approval as set forth commencement of the forthcoming calendar year to determine an "Approved Operating Budget" and an "Approved Capital Budget". Owner may determine in its sole discretion, the preceding sentencescontent of any Approved Operating Budget or Approved Capital Budget. Prior to the commencement of the calendar year, and, upon final Owner will notify Manager in writing of its approval of such operating the proposed budgets and any changes therein required by Owner. If Owner shall fail to notify Manager of its approval or disapproval of the budget by the Consent commencement of the Membersapplicable calendar year, such budget Manager shall become an be permitted to proceed under the prior year’s Approved Operating Budget hereunder. To with a 3% increase to each discretionary line item and the extent that amounts relating to any appropriate increase for non-discretionary line items of (i.e., taxes) until a proposed budget are has been approved hereunder. Manager shall use all reasonable diligence and employ all reasonable efforts so that the actual costs of maintaining and operating the Property shall not approvedexceed the greater of: (i) 3% of any line item, or (ii) $5,000 for any line item. All expenses shall be charged to the corresponding amounts proper accounts as specified in a chart of accounts theretofore approved by Owner and no expense shall be classified or reclassified for the items purpose of avoiding an excess in the previous Fiscal Year’s Approved Budget will continue as part annual budgeted amount in an accounting category. Manager shall report to Owner monthly per section 4.3 of this agreement any expenditure in excess of the greater of: (i) 3% over any line item, and (ii) $5,000 over any line item of the annual budgeted amount or the Approved Operating Budget for such year, until a more current amount for such item is approved or the Approved Capital Budget. During each calendar year Manager shall immediately inform Owner of any increases or decreases in accordance with this Section 6.8. The Manager may from time to time excess of $15,000 in costs and expenses that were not foreseen during the Fiscal Year propose to amend budget preparation period and not reflected in either the Approved Operating Budget to decrease expected expenditures, or, subject to Section 6.2(b)(xiv), to increase expected expenditures and as so amended, any such amended budget shall be or the Approved Budget hereunder. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934Capital Budget.

Approved Budgets. The Manager Every year, on or prior to May 1st, MANAGER shall prepare or cause and submit to be prepared for each Fiscal Year of OWNER, in the Company and the Subject Companies form required by OWNER, an operating budget on ("Operating Budget") and a consolidated basis setting forth capital budget ("Capital Budget" and together with the anticipated revenues Operating Budget, collectively referred to herein as the "Budgets") for the promotion, operation, repair and expenses maintenance of the Company and each Subject Company for such Fiscal Year. The initial operating budget Properties for the remainder of the Fiscal Year ending December 31, 2015 is attached as Exhibit D heretoforthcoming fiscal year beginning July 1. For a succeeding Fiscal Year (commencing with the first year of this Agreement, OWNER shall prepare and submit to OWNER Budgets for fiscal year ending December 31June 30, 2016)2014, on or before October 15, 2013. MANAGER agrees to use diligence and to employ all reasonable efforts to ensure that the Manager shallactual costs of maintaining and operating the Properties shall not exceed the Budgets, not later than either in total or in any one line item within the first day chart of the month preceding the month in which the then current Fiscal Year ends (currently November 1), submit the proposed operating budget for such succeeding Fiscal Year accounts. All expenses shall be charged to the Members proper line item contained within the chart of accounts and no expense may be classified or reclassified for their review. If the aggregate expense amount reflected purpose of avoiding an excess in the proposed operating budget is not more than the lesser annual budgeted amount of ten percent (10%) above the annual spending projected an accounting category. MANAGER shall secure OWNER's prior written approval for any expenditure, except for utilities charges, that will result in the Aggregate Tracking Model for the applicable Fiscal Year and an excess of five percent (5%) above or more in any one line item within the aggregate expense chart of accounts of the Operating Budget; however, if said expenditure is cumulatively less than One Thousand Dollars ($1,000.00), no approval is necessary. During each calendar year, MANAGER agrees to promptly inform OWNER in writing of any capital expenditure or increase in costs and expenses in excess of the amount budgeted for such items, and of decreases in revenue that were not foreseen during the budget preparation period and thus were not reflected in the Approved Budgets, and shall upon request of OWNER submit to OWNER for approval a revised Operating Budget for the previous Fiscal Year (and in each case, does not include expenditures exceeding $500,000 in aggregate of a type not included in the Aggregate Tracking Model for the applicable Fiscal Year or in the Approved Budget for the previous Fiscal YearCapital Budget, as the case may be), then the Consent of the Members shall not be required based upon said unforeseen costs and such proposed operating budget shall be deemed approved by all of the Members. If such Consent of the Members is required and if either the Consent of the Members is received or if no Member objects to such proposed operating budget by the last day of the month preceding the month in which the then current Fiscal Year ends (currently November 30), then not later than such date, such operating budget shall be deemed approved by all of the Members (each budget as attached hereto, approved or deemed approved, an “Approved Budget”). If the Consent of the Members is required and not obtained as provided above, then the Manager shall prepare or cause to be prepared a revised operating budget, which shall be submitted to the Members for their approval as set forth in the preceding sentences, and, upon final approval of such operating budget by the Consent of the Members, such budget shall become an Approved Budget hereunder. To the extent that amounts relating to any items of a proposed budget are not approved, the corresponding amounts for the items in the previous Fiscal Year’s Approved Budget will continue as part of the Approved Budget for such year, until a more current amount for such item is approved in accordance with this Section 6.8. The Manager may from time to time during the Fiscal Year propose to amend the Approved Budget to decrease expected expenditures, or, subject to Section 6.2(b)(xiv), to increase expected expenditures and as so amended, any such amended budget shall be the Approved Budget hereunder. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934expenses.