Common use of Intentionally Deleted Clause in Contracts

Intentionally Deleted. On the Closing Date, Borrower shall submit to Lender an Annual Budget for the partial year period commencing on the Closing Date in form and substance reasonably satisfactory to Lender. Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior the commencement of each Fiscal Year in form reasonably satisfactory to Lender. During the continuance of a Triggering Event Period, the Annual Budget shall be subject to Lender’s prior written approval (each such Annual Budget, an “Approved Annual Budget”). In the event that Lender objects to a proposed Annual Budget submitted by Borrower which requires the approval of Lender hereunder, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this Section 5.10(e) until Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget which requires the approval of Lender hereunder, the most recently Approved Annual Budget or Annual Budget (as the case may be) shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Basic Carrying Costs. During the continuance of any Triggering Event Period, in the event that Borrower must incur an Extraordinary Expense, then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s prior written approval.

Intentionally Deleted. On the Closing Date, Borrower Landlord shall submit to Lender an Annual Budget for the partial year period commencing not carry any insurance on Tenant’s Removable Property or on the Closing Date Improvements (including without limitation any Landlord’s Work performed in form connection with this Lease) that constitute part of Tenant’s Restoration Work and substance reasonably satisfactory shall not be obligated to Lenderrepair or replace Tenant’s Removable Property or such Improvements (whether or not installed by or at the expense of Landlord). Borrower Tenant shall submit look solely to Lender an Annual Budget not later than sixty (60) days prior its insurance for recovery of any damage to or loss of Tenant’s Removable Property and any Improvements. Tenant shall notify Landlord promptly of any casualty in the commencement of each Fiscal Year in form reasonably satisfactory to Lender. During the continuance of a Triggering Event Period, the Annual Budget shall be subject to Lender’s prior written approval (each such Annual Budget, an “Approved Annual Budget”)Premises. In the event that Lender objects to of a proposed Annual Budget submitted by Borrower which requires partial or total destruction of the approval Premises, Tenant shall as soon as practicable (but no later than five (5) Business Days after receiving a notice from Landlord) remove any and all of Lender hereunderTenant’s Removable Property from the Premises or the portion thereof destroyed, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this Section 5.10(e) until Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget which requires the approval of Lender hereunder, the most recently Approved Annual Budget or Annual Budget (as the case may be) shall apply; provided that, such Approved Annual Budget and if Tenant does not promptly so remove Tenant’s Removable Property, Landlord, at Tenant’s expense, may discard the same or may remove Tenant’s Removable Property to a public warehouse for deposit or retain the same in its own possession and at its discretion may sell the same at either public auction or private sale, the proceeds of which shall be adjusted applied first to reflect actual increases in Basic Carrying Costs. During the continuance expenses of removal, storage and sale, second to any sums owed by Tenant to Landlord, with any balance remaining to the paid to Tenant; if the expenses of such removal, storage and sale shall exceed the proceeds of any Triggering Event Periodsale, Tenant shall pay such excess to Landlord upon demand. Tenant shall be solely responsible for arranging for any visits to the Premises by Tenant’s insurance adjuster that may be desired by Tenant prior to the removal of Tenant’s Removable Property by Tenant or Landlord, as provided in this Section 11.2(c), or the performance by Landlord of Landlord’s Restoration Work or the Specified Restoration Work and Landlord shall be under no obligation to delay the performance of same, nor shall Landlord have any liability to Tenant in the event that Borrower must incur an Extraordinary Expense, then Borrower Tenant fails to do so. Tenant shall promptly deliver permit Landlord access to Lender a reasonably detailed explanation the Premises for the purpose of such proposed Extraordinary Expense for Lenderperforming Landlord’s prior written approvalRestoration Work and, if applicable, the Specified Restoration Work.

Intentionally Deleted. On the Closing Date, Borrower shall submit to Lender an Annual Budget for the partial year period commencing on the Closing Date in form and substance reasonably satisfactory to Lender. Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior the commencement of each Fiscal Year in form reasonably satisfactory to Lender. During the continuance of a Triggering Event Period, the Annual Budget shall be subject to Lender’s prior written approval (each such Annual Budget, an “Approved Annual Budget”). In the event Tenant becomes the subject debtor in a case pending under the Bankruptcy Code, Landlord and Tenant agree that Lender objects due to a proposed Annual Budget submitted by Borrower which requires the approval unique nature of Lender hereunderthe Demised Premises, Lender adequate assurance of future performance pursuant to section 365 of the Bankruptcy Code shall advise Borrower of such objections within fifteen include, but not be limited to: (15i) days after receipt thereof Tenant must pay (and deliver continue to Borrower pay on a reasonably detailed description timely basis throughout the Lease Term) Base Annual Rent, Additional Rent and all other sums payable by Tenant hereunder in advance and as a condition precedent to the performance of such objectionsLandlord’s obligations hereunder; (ii) and Borrower shall promptly revise such Trustee must pay to Landlord at the time the next monthly installment of Base Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections Rent is due under this Lease, in addition to such revised installment of Base Annual Budget within ten Rent and Additional Rent, an amount equal to the monthly installments of Base Annual Rent and Additional Rent due under this Lease for the next six (106) days after receipt thereof months under this Lease, said amount to be held by Landlord in escrow, without interest, until either Trustee or Tenant defaults in its payment of rent or other obligations under this Lease (whereupon Landlord shall have the right to draw on such escrowed funds) or until the expiration of this Lease (whereupon the funds shall be returned to Trustee or Tenant); (iii) the Trustee must agree that Tenant’s business shall be conducted in a first class manner, and deliver to Borrower a reasonably detailed description that no liquidating sales, auctions, or other non-first class business operations shall be conducted on or about the Demised Premises, the Building, the Land or the Complex; (iv) the Trustee must agree that the use of such objections) and Borrower shall promptly revise the same in accordance with the process described Demised Premises as stated in this Section 5.10(e) until Lender approves the Annual Budget. Until such time Lease will remain unchanged and that Lender approves a proposed Annual Budget which requires the approval of Lender hereunder, the most recently Approved Annual Budget or Annual Budget (as the case may be) shall apply; provided that, such Approved Annual Budget no prohibited use shall be adjusted to reflect actual increases in Basic Carrying Costs. During permitted; (v) the continuance Trustee must agree that the assumption or assignment of any Triggering Event Period, this Lease will not violate or affect the rights of other tenants in the event that Borrower Building or the Complex; and (vi) Tenant or Trustee must incur an Extraordinary Expense, then Borrower shall promptly deliver agree to Lender a reasonably detailed explanation of pay to Landlord at any time Landlord is authorized to and does draw on the escrow account the amount necessary to restore such proposed Extraordinary Expense for Lender’s prior written approvalescrow account to the original level required by Section 11.2(c)(ii).

Intentionally Deleted. On Landlord agrees to keep books and records reflecting the Closing DateOperating Expenses and Taxes - Real Property of the Property in accordance with generally accepted accounting principles (or, Borrower at least, “sound” accounting principles) consistently applied. Tenant, at its expense, shall submit have the right, within twelve (12) months after receiving Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) for a particular year, to Lender an Annual Budget audit Landlord's books and records relating to the Operating Expenses and Taxes as the case may be for the partial year period commencing such year. If conducted by Tenant, such audit shall be conducted only during regular business hours at a location reasonably designated by Landlord on the Closing Date in form DPD Campus and substance reasonably satisfactory only after Tenant gives Landlord fourteen (14) days' written notice. Tenant shall deliver to Lender. Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior Landlord a copy of the commencement of each Fiscal Year in form reasonably satisfactory to Lender. During the continuance of a Triggering Event Period, the Annual Budget shall be subject to Lender’s prior written approval (each such Annual Budget, an “Approved Annual Budget”). In the event that Lender objects to a proposed Annual Budget submitted by Borrower which requires the approval of Lender hereunder, Lender shall advise Borrower results of such objections audit within fifteen (15) days after its receipt thereof by Tenant. If the audit reveals that the amounts paid by Tenant to Landlord on account of Operating Expenses and/or Taxes: (and deliver a) exceed the amounts to Borrower a reasonably detailed description which Landlord is entitled hereunder, then Landlord shall credit the amount of such objectionsexcess toward the next monthly payment(s) of Rent due and payable hereunder, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) days after Tenant delivers the result of such audit to Landlord. If the amount of Operating Expenses or Taxes set forth in Landlord's statement of Operating Expenses (Actual) and Borrower shall promptly revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within ten thirty (1030) days after receipt thereof of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant for the actual, reasonable costs and expenses paid by Tenant in connection with Tenant's audit, not to exceed [*****] per audit. No audit shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Borrower Landlord a signed covenant from the auditor in a form reasonably detailed description satisfactory to Landlord acknowledging that all of the results of such objections) audit as well as any compromise, settlement, or adjustment reached between Landlord and Borrower Tenant shall promptly revise be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the same prior written consent of Landlord, which consent may be withheld in accordance with Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the process described confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 5.10(e3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) until Lender approves month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the Annual Budget. Until such time that Lender approves a proposed Annual Budget which requires the approval statement of Lender hereunderOperating Expenses (Actual) and/or Taxes - Real Property (Actual), the most recently Approved Annual Budget or Annual Budget (as the case may be) shall apply; provided that, such Approved Annual Budget Tenant shall be adjusted deemed to reflect actual increases have approved such statement in Basic Carrying Costs. During all respects, provided that the continuance foregoing shall not preclude Tenant from objecting to payments of any Triggering Event Period, amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in the event that Borrower must incur an Extraordinary Expense, then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s prior written approvalSchedule “1.”

Intentionally Deleted. On the Closing Date, Borrower shall submit to Lender an Annual Budget for the partial year period commencing on the Closing Date in form and substance reasonably satisfactory to Lender. Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior the commencement of each Fiscal Year in form reasonably satisfactory to Lender. During the continuance of a Triggering Event Period, the Annual Budget shall be subject to Lender’s prior written approval (each such Annual Budget, an “Approved Annual Budget”). In the event that Lender objects to a proposed Annual Budget submitted Landlord’s Commencement Date Conditions have not been completed by Borrower which requires the approval of Lender Target Commencement Date, Landlord shall not be deemed in default hereunder, Lender and the Commencement Date shall advise Borrower be postponed, as Tenant’s sole and exclusive remedy, until the date on which all the Commencement Date Conditions have occurred. Notwithstanding the foregoing, in the event that Landlord’s Commencement Date Conditions have not occurred prior to the Outside Completion Date (as defined in Item 4 of the Basic Lease Information), subject to extension related to Tenant Delay (defined below), Tenant shall have the right, as its sole and exclusive remedy, to terminate this Lease; provided that (a) Tenant notifies Landlord of such objections within fifteen termination prior to the completion of Landlord’s Commencement Date Conditions; and (15b) days after receipt thereof (and deliver Landlord has not caused Landlord’s Commencement Date Conditions to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget have been completed within ten (10) days after its receipt thereof (and deliver to Borrower a reasonably detailed description of such objectionsnotice of termination from Tenant. If (aa) and Borrower shall promptly revise Landlord’s Commencement Date Conditions are completed prior to Tenant’s exercise of the same in accordance with foregoing termination right, or (bb) Landlord’s Commencement Date Conditions are completed within ten (10) days after Tenant’s exercise of the process described in this Section 5.10(e) until Lender approves the Annual Budget. Until foregoing termination right, then such time that Lender approves a proposed Annual Budget which requires the approval of Lender hereunder, the most recently Approved Annual Budget or Annual Budget (as the case may be) shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Basic Carrying Costs. During the continuance of any Triggering Event Periodtermination right shall, in either such event, be deemed to have expired and shall, thereafter, be of no further force or effect. For the event purposes of this Lease, “Tenant Delay” shall mean a delay in Landlord’s completion of Landlord’s Commencement Date Conditions, which is attributable to or caused by any change order by Tenant. The foregoing notwithstanding, Landlord and Tenant agree that Borrower Tenant shall have no express right hereunder to request or demand that a change in the Tenant Space specifications be made. As such, in order for any Tenant-requested change to have any effect, all such change requests (if acceptable to Landlord) must incur be documented in an Extraordinary Expenseamendment to this Lease, then Borrower which shall promptly deliver to Lender a reasonably detailed explanation account for the “Deemed Commencement Date” effect described below in Section 2.2.4 of such proposed Extraordinary Expense for Lender’s prior written approvalthis Lease.

Intentionally Deleted. On Tenant’s design build contractor shall incorporate only new materials and equipment into the Closing Dateconstruction of the Waterford II Improvements. Tenant shall cause its design build contractor to warrant all Waterford II Improvements including, Borrower shall submit to Lender an Annual Budget for the partial year period commencing on the Closing Date in form and substance reasonably satisfactory to Lender. Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior the commencement of each Fiscal Year in form reasonably satisfactory to Lender. During the continuance of a Triggering Event Periodwithout limitation, the Annual Budget shall be subject to Lender’s prior written approval foundations, slab, structural frame, roof, exterior walls of the Waterford II Building, and any site improvements, landscaping or other elements of the Waterford II Improvements against defective design, workmanship, and materials, latent or otherwise, for a period of one year from the date of Substantial Completion (each such Annual Budget, an the “Approved Annual BudgetWarranty Period”). Tenant shall use commercially reasonable efforts to cause its design build contractor to repair or replace at such design build contractor’s sole cost and expense any defective item of Waterford II Improvements occasioned by defective design, workmanship, or materials that Landlord or Tenant discovers during the Warranty Period. Upon the expiration of the Warranty Period, Tenant shall cause all remaining material and labor warranties for the design build contractor, the roof on the Waterford II Building, the window glazing, and all mechanical or other systems, including HVAC, electric, plumbing and sewer systems, to be assigned to Landlord. In the event that Lender objects to a proposed Annual Budget submitted by Borrower which requires the approval of Lender hereunderaddition, Lender Tenant shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description Landlord all other remaining assignable guaranties and warranties received by Tenant in connection with the construction of such objectionsthe Waterford II Improvements and, thereafter, Tenant shall perform (or cause the performance of) for the benefit of Landlord, at Landlord’s expense, any continuing, non-assignable guaranties and Borrower warranties. Notwithstanding the foregoing, Tenant has no obligation to assign any warranty or guaranty to Landlord if Tenant is obligated to maintain an item covered by the warranty or guaranty pursuant to Section 10 of this Lease. From and after the expiration of the Warranty Period, Tenant shall promptly revise such Annual Budget cooperate with Landlord in Landlord’s enforcement, at Landlord’s sole cost and resubmit the same to Lender. Lender shall advise Borrower expense, of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower express warranties or guaranties of workmanship or materials for the Waterford II Improvements given by subcontractors, architects, draftsmen, or materialmen that guarantee or warrant against defective design, workmanship, or materials for a reasonably detailed description period of such objections) and Borrower shall promptly revise time in excess of the same in accordance with Warranty Period, provided that the process described in this Section 5.10(e) until Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget which requires the approval of Lender hereunder, the most recently Approved Annual Budget or Annual Budget (as the case may be) shall apply; provided that, such Approved Annual Budget foregoing shall be adjusted at Tenant’s sole cost and expense if Tenant is obligated to reflect actual increases maintain such item pursuant to Section 10 of this Lease. The obligations Tenant undertakes under the terms of this subsection are in Basic Carrying Costs. During addition to the continuance maintenance and repair obligations that Tenant undertakes under other terms of any Triggering Event Period, in the event that Borrower must incur an Extraordinary Expense, then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s prior written approvalthis Lease.

Intentionally Deleted. On In addition to Base Rent, from and after the Closing applicable Commencement Date, Borrower Tenant shall submit pay to Lender an Annual Budget Landlord on the first day of each and every month of this Lease, one twelfth (1/12th) of Landlord’s reasonable estimate of Tenant’s Proportionate Share of Operating Costs for that calendar year. Landlord shall attempt in good faith to, on or before November 30th of each calendar year of the Term, provide Tenant with its reasonable estimate of the amount of Operating Costs for the partial year period following calendar year. If Landlord does not timely provide Tenant with an estimate of the amount of Operating Costs for the following calendar year, commencing on January 1 of the Closing Date following calendar year, Tenant shall continue to pay monthly installments based on the previous year’s estimate until Landlord provides Tenant with the new estimate, and upon receipt of such estimate, an adjustment shall be made for any month in form and substance reasonably satisfactory to Lender. Borrower shall submit to Lender an Annual Budget not later than sixty which Tenant paid monthly installments based on the previous year’s estimate (60with Tenant to, within thirty (30) days prior thereafter, pay Landlord the commencement amount of each Fiscal Year in form reasonably satisfactory any underpayment based on such adjustment or Landlord to Lendercredit any excess paid by Tenant based on such adjustment toward Tenant’s next rental payment due or refund the same to Tenant, as Tenant may elect). During The Rentable Square Footages of the continuance of a Triggering Event PeriodInitial Premises, the Annual Budget Must-Take Premises, the 5th Floor Expansion Premises, the Second Additional Premises and the Building as stated in this Lease shall be deemed final, conclusive and binding for all purposes of this Lease (and shall control over any conflicting information contained in Exhibit A attached hereto), and, unless otherwise agreed in writing by the parties in their sole and absolute discretion, shall not be subject to Lender’s prior written approval change, even if the actual Rentable Square Footages are more or less than any such stated amounts (each such Annual Budgetcollectively, an the “Approved Annual BudgetRentable Square Footage Agreement”). In the event that Lender objects Base Rent, Tenant’s Proportionate Share of Operating Costs, and all other amounts payable by Tenant in connection with this Lease, whether to a proposed Annual Budget submitted by Borrower which requires the approval of Lender hereunderLandlord or to others, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this Section 5.10(e) until Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget which requires the approval of Lender hereunder, the most recently Approved Annual Budget or Annual Budget (are collectively defined as the case may be) shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Basic Carrying Costs. During the continuance of any Triggering Event Period, in the event that Borrower must incur an Extraordinary Expense, then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s prior written approval“Rent”.

Intentionally Deleted. On At least 5 Business Days prior to the Closing Date, Borrower Seller shall submit to Lender an Annual Budget provide Buyer with a reasonably detailed reconciliation for each Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants (collectively, the partial “Operating Expenses”) incurred by Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period commencing on for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the Closing Date Date, and any Operating Expense estimates or charges collected by Seller during the same period of time and relating to such Tenant, all in the form and substance reasonably satisfactory customarily submitted to Lender. Borrower shall submit to Lender an Annual Budget not later than sixty each Tenant (60) days prior the commencement of each Fiscal Year in form reasonably satisfactory to Lender. During the continuance of a Triggering Event Period, the Annual Budget shall be subject to Lender’s prior written approval (each such Annual Budget, an “Approved Annual BudgetCAM Reconciliation”). In To the event extent that Lender objects Seller has received as of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to a proposed Annual Budget submitted by Borrower which requires the approval of Lender hereunderSeller prior to Closing, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower Buyer shall promptly revise such Annual Budget and resubmit pay the same to LenderSeller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Lender shall advise Borrower of any objections Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this Section 5.10(e) until Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget which requires the approval of Lender hereunder, the most recently Approved Annual Budget or Annual Budget (as the case may be) shall apply; provided that, such Approved Annual Budget if the end of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be adjusted paid by Seller to reflect actual increases in Basic Carrying Costs. During Buyer at the continuance of any Triggering Event PeriodClosing as a settlement statement credit; provided, in the event that Borrower must incur of an Extraordinary ExpenseUnder Collection, then Borrower the amount of the Under Collection shall promptly deliver be paid by Buyer to Lender a reasonably detailed explanation Seller outside of such proposed Extraordinary escrow within 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense for Lender’s prior written approvalreconciliation process.

Intentionally Deleted. On the Closing Date, Borrower shall submit to Lender an Annual Budget Requisitions for the partial year period commencing on Initial Release and all subsequent releases from the Closing Date Disbursement Fund shall be provided to each Lender by Borrower simultaneously with submission of such Requisition to Administrative Agent, together with all supporting material required by this Article II in form the case of the Initial Release and substance reasonably satisfactory to Lender. Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior Article IV in the commencement case of each Fiscal Year in form reasonably satisfactory to Lender. During the continuance of a Triggering Event Periodsubsequent release (including, but not limited to, the Annual Budget shall be subject to Lender’s prior written approval (each such Annual Budget, an “Approved Annual Budget”reports of the Construction Consultant). In the event that a Lender objects disapproves all or a portion of the Requisition and notifies (which disapproval notification shall be made to a proposed Annual Budget submitted by Borrower which requires the approval of Lender hereunderAdministrative Agent in writing, Lender shall advise Borrower be reasonable and be in sufficient detail for the Administrative Agent to be able to assess the disapproval (the “Disapproval Notice”)) Administrative Agent of such objections within fifteen disapproval prior to Administrative Agent disbursing the Loan proceeds, Administrative Agent shall not release such disbursement (15) days after receipt or portion thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget and resubmit that is being disapproved by the same to applicable Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this Section 5.10(e) until Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget which requires the approval of Lender hereunder, the most recently Approved Annual Budget or Annual Budget (as the case may be) shall apply; provided thatuntil Administrative Agent, such Approved Annual Budget shall be adjusted to reflect actual increases in Basic Carrying CostsRequired Lenders and the Borrower resolve the disputed items. During the continuance of any Triggering Event Period, in In the event that a Lender disapproves or disputes all or a portion of a Requisition and provides a Disapproval Notice to Administrative Agent after Administrative Agent has disbursed the Loan proceeds, Administrative Agent shall not disburse the immediately succeeding Requisition until Administrative Agent, Required Lenders and the Borrower must incur an Extraordinary Expenseresolve the disputed items. Notwithstanding the foregoing, then Borrower shall promptly deliver to if a Lender has not disapproved a reasonably detailed explanation Requisition within five (5) days after the release of such proposed Extraordinary Expense for disbursement, such Lender’s prior written approvalconsent shall be deemed given. For the purposes of this Section 2.10, in addition to delivering notices pursuant to Section 7.01(h) hereof, Required Lenders shall provide notice to Administrative Agent by electronic mail to ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇. Notwithstanding anything to the contrary contained in this Agreement or otherwise, but subject to the Accepted Servicing Practices, Administrative Agent shall have no liability whatsoever to the Lenders for approving the advance of a Requisition that any Lender or Lenders subsequently disapprove, approved or are deemed to have approved.

Intentionally Deleted. On the Closing DateBy April 1 of each calendar year, Borrower or as soon thereafter as practicable, Landlord shall submit furnish to Lender an Annual Budget Tenant a statement of Operating Costs for the partial previous year, in each case adjusted as provided in Section 4.(b)(6), and of the Taxes for the previous year period commencing on (the Closing Date in form and substance reasonably satisfactory to Lender. Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior the commencement of each Fiscal Year in form reasonably satisfactory to Lender. During the continuance of a Triggering Event Period, the Annual Budget shall be subject to Lender’s prior written approval (each such Annual Budget, an “Approved Annual Budget”"OPERATING COSTS AND TAX STATEMENT"). In If the event Operating Costs and Tax Statement reveals that Lender objects Tenant paid more for Operating Costs than the actual amount for the year for which such statement was prepared, or more than its actual share of Taxes for such year, then Landlord shall promptly credit or reimburse Tenant for such excess; likewise, if Tenant paid less than Tenant's actual Proportionate Share of Additional Rent or share of Taxes due, then Tenant shall promptly pay Landlord such deficiency. If Tenant disputes such Operating Cost and Tax Statement as aforesaid, Tenant shall have the right to cause an accounting firm not engaged on a proposed Annual Budget submitted by Borrower which requires the approval of Lender hereunder, Lender shall advise Borrower of such objections contingent fee basis to audit Landlord's books used to determine said Operating Cost and Tax Statement within fifteen ninety (1590) days after receipt submission thereof by Landlord, which right Tenant agrees not to exercise more than once annually. Access to said Operating Cost and Tax Statement books shall be provided within thirty (30) days of Tenant's request. Any information obtained by Tenant pursuant to the provisions of this Section 4(b)(5) shall be treated as confidential and deliver shall not be disclosed to Borrower a reasonably detailed description anyone including without limitation any other tenants of the Building (other than to Tenant's accounting firm and/or Tenant's financial and legal consultants and lenders). If any such objections) and Borrower audit discloses Tenant paid in excess of Tenant's proportionate share of Operating Costs or Taxes, Landlord shall promptly revise reimburse such Annual Budget and resubmit the same excess to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget Tenant within ten thirty (1030) days after receipt thereof Tenant's demand therefor. If any audit discloses that Landlord overstated Operating Costs and/or Taxes by more than five percent (and deliver to Borrower a reasonably detailed description of such objections) and Borrower 5%), Landlord shall promptly revise the same in accordance reimburse Tenant for its reasonable out-of-pocket costs associated with the process described in this Section 5.10(e) until Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget which requires the approval of Lender hereunder, the most recently Approved Annual Budget or Annual Budget (as the case may be) shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Basic Carrying Costs. During the continuance of any Triggering Event Period, in the event that Borrower must incur an Extraordinary Expense, then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s prior written approvalaudit.

Intentionally Deleted. On In addition to Landlord’s right to approve of any subtenant or assignee, Landlord shall have the Closing Dateoption, Borrower in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall submit be exercised, if at all, by Landlord giving Tenant written notice given by Landlord to Lender an Annual Budget for the partial year period commencing on the Closing Date in form and substance reasonably satisfactory to Lender. Borrower shall submit to Lender an Annual Budget not later than sixty Tenant within thirty (6030) days prior the commencement following Landlord’s receipt of each Fiscal Year in form reasonably satisfactory to LenderTenant’s written notice as required above. During the continuance of a Triggering Event PeriodHowever, the Annual Budget shall be subject to Lender’s prior written approval if Tenant notifies Landlord, within five (each such Annual Budget, an “Approved Annual Budget”). In the event that Lender objects to a proposed Annual Budget submitted by Borrower which requires the approval of Lender hereunder, Lender shall advise Borrower of such objections within fifteen (155) days after receipt thereof (of Landlord’s termination notice, that Tenant is rescinding its proposed assignment or sublease, the termination notice shall be void and deliver the Lease shall continue in full force and effect. If this Lease shall be terminated with respect to Borrower the entire Premises pursuant to this Section, the Term of this Lease shall end on the date stated in Tenant’s notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Section only a reasonably detailed description portion of the Premises, the rent to be paid from time to time during the unexpired Term shall ▇▇▇▇▇ proportionately based on the proportion by which the approximate square footage of the remaining portion of the Premises shall be less than that of the Premises as of the date immediately prior to such objections) recapture. Tenant shall, at Tenant’s own cost and Borrower shall promptly revise such Annual Budget expense, discharge in full any outstanding commission obligation which may be due and resubmit the same to Lender. Lender shall advise Borrower owing as a result of any objections proposed assignment or subletting, whether or not the Premises are recaptured pursuant to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this Section 5.10(e) until Lender approves 9.3 and rented by Landlord to the Annual Budget. Until such time that Lender approves a proposed Annual Budget which requires the approval of Lender hereunder, the most recently Approved Annual Budget tenant or Annual Budget (as the case may be) shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Basic Carrying Costs. During the continuance of any Triggering Event Period, in the event that Borrower must incur an Extraordinary Expense, then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s prior written approvalother tenant.

Intentionally Deleted. On For the Closing DateFiscal Year 2013 and each Fiscal Year thereafter, Borrower shall submit to Lender an Annual Budget for the partial year period commencing on the Closing Date in form and substance reasonably satisfactory to Lender. Borrower shall submit to Lender an Annual Budget not later than sixty thirty (6030) days prior after the commencement of each such period or Fiscal Year in form reasonably satisfactory to Lender. During After the continuance occurrence of a Triggering Cash Sweep Event Periodand until such time as a Cash Sweep Cure has occurred, the Annual Budget shall be subject to Lender’s prior written approval (each such Annual Budget, an “Approved Annual Budget”). In the event that If Lender objects to a proposed Annual Budget submitted by Borrower which requires the approval of Lender hereunderBorrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this Section 5.10(e) subsection until Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget which requires the approval of Lender hereunderBudget, the most recently Approved Annual Budget or Annual Budget (as the case may be) shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Basic Carrying Costs. During the continuance of any Triggering Event PeriodTaxes, in the event that Borrower must incur an Extraordinary Expense, then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s prior written approvalInsurance Premiums and Other Charges.