MORTGAGE LOAN
DOCUMENTS AS MAY BE REQUESTED BY LENDER AND REQUIRED TO BE GIVEN BY MORTGAGE
LENDER PURSUANT TO THE MORTGAGE LOAN DOCUMENTS.
SECTION 2.09.
BUDGET.
BORROWER SHALL SUBMIT TO LENDER FOR LENDER'S WRITTEN
APPROVAL AN ANNUAL BUDGET (THE "ANNUAL BUDGET") NOT LATER THAN FIFTEEN (15) DAYS
PRIOR TO THE COMMENCEMENT OF SUCH FISCAL YEAR, IN FORM REASONABLY SATISFACTORY
TO LENDER SETTING FORTH IN REASONABLE DETAIL BUDGETED MONTHLY OPERATING INCOME
AND MONTHLY OPERATING CAPITAL AND OTHER EXPENSES FOR THE PREMISES.
EACH ANNUAL
BUDGET SHALL CONTAIN, AMONG OTHER THINGS, MANAGEMENT FEES, THIRD PARTY SERVICE
FEES, AND OTHER EXPENSES AS BORROWER MAY REASONABLY DETERMINE.
LENDER SHALL
HAVE THE RIGHT TO APPROVE SUCH ANNUAL BUDGET WHICH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD, AND IN THE EVENT THAT LENDER OBJECTS TO THE PROPOSED
ANNUAL BUDGET SUBMITTED BY BORROWER, 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, WITHIN TEN (10) DAYS AFTER RECEIPT OF NOTICE OF ANY SUCH OBJECTIONS,
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 REVISE THE SAME IN ACCORDANCE WITH THE
PROCESS DESCRIBED HEREIN UNTIL LENDER APPROVES AN ANNUAL BUDGET, PROVIDED,
HOWEVER, THAT IF LENDER SHALL NOT ADVISE BORROWER OF ITS OBJECTIONS TO ANY
PROPOSED ANNUAL BUDGET WITHIN THE APPLICABLE TIME PERIOD SET FORTH IN THIS
SECTION, THEN SUCH PROPOSED ANNUAL BUDGET SHALL BE DEEMED APPROVED BY LENDER.
UNTIL SUCH TIME THAT LENDER APPROVES A PROPOSED ANNUAL BUDGET, THE MOST RECENTLY
APPROVED ANNUAL BUDGET SHALL APPLY; PROVIDED THAT, SUCH APPROVED ANNUAL BUDGET
SHALL BE ADJUSTED TO REFLECT ACTUAL INCREASES IN BASIC CARRYING COSTS
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AND UTILITIES EXPENSES.
IN THE EVENT THAT OWNER MUST INCUR AN EXTRAORDINARY
EXPENSE OF THE TYPE DESCRIBED IN CLAUSE (A) OF THE DEFINITION OF EXTRAORDINARY
EXPENSE, THEN BORROWER SHALL PROMPTLY DELIVER TO LENDER A REASONABLY DETAILED
EXPLANATION OF SUCH PROPOSED EXTRAORDINARY EXPENSE FOR LENDER'S APPROVAL, WHICH
APPROVAL MAY BE GRANTED OR DENIED IN LENDER'S REASONABLE DISCRETION.
SECTION 2.10.
INTENTIONALLY OMITTED.
SECTION 2.11.
TRANSFERS, ETC.
(A) BORROWER SHALL NOT, WITHOUT THE PRIOR
CONSENT OF LENDER, IN ANY MANNER ALLOW A TRANSFER TO OCCUR OR ENTER INTO ANY
AGREEMENT WHICH IN EITHER CASE EXPRESSLY RESTRICTS BORROWER FROM MAKING
AMENDMENTS, MODIFICATIONS OR WAIVERS TO THE LOAN DOCUMENTS.
WITHOUT THE EXPRESS
PRIOR WRITTEN CONSENT OF LENDER, BORROWER SHALL NOT, AND SHALL NOT CAUSE OR
PERMIT OWNER TO, ENTER INTO ANY CONSENSUAL SALE OR OTHER SIMILAR TRANSACTION
WITH RESPECT TO THE PREMISES OR IMPAIR OR OTHERWISE ADVERSELY AFFECT THE
INTERESTS OF LENDER IN THE COLLATERAL OR ANY PORTION THEREOF OR ANY INTEREST
THEREIN.
(B)
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 2.11, SOLELY IN
CONNECTION WITH A SALE (AS DEFINED IN THE MORTGAGE) PERMITTED PURSUANT TO
SECTION 9.04 OF THE MORTGAGE A NEW BORROWER ("NEW BORROWER"), OWNING