The “Development Budget” directly associated with each Project Agreement shall consist of two (2) components: # PDT service fees, and # RRD Consultant and Subcontractor costs and other pass-through costs, in a format and level of detail to be agreed upon by the DAC.

Budget Changes. Any change orders issued in respect of a Project which result in increased costs for such Project will not result in a corresponding increase in the relevant Project Mortgage Commitment unless such changes and an increase in the Project Mortgage Commitment in respect thereof have been approved in writing by the Lender.

Budget Projections. As soon as available, but no later than thirty (30) days after the last day of each fiscal year of Borrower, and within ten (10) days after any updates or changes thereto, annual Board approved operating budgets and reviewed financial projections in a form of presentation reasonably acceptable to Bank;

Annual Budget. The annual forecasts or projections of the Borrower, to be supplied not later than sixty (60) days after the commencement of the fiscal year to which any of the foregoing may be applicable,

MLP shall have the right to deliver to Services Provider a proposed Budget no later than ten (10) Business Days prior to the Effective Date. The Budget shall be subject to Services Provider’s review and comment and, unless otherwise expressly acknowledged by the Parties in writing, shall be non-binding on Services Provider and any of its Affiliates and Subsidiaries; provided, however, that the Services Provider shall deliver written notice to MLP as soon as reasonably practicable upon its determination that the costs of the Services for any period will exceed the Budget by five percent (5%) or more. At any time following the approval of the Budget by the Parties, Services Provider or MLP may propose written amendments to the Budget for approval by MLP (a “Budget Amendment”) if either Party believes in good faith that the Budget no longer reflects the actual costs and expenses that will be incurred by Services Provider or its Affiliates or permitted contractors, as applicable, to provide the Services in any given Month. MLP shall have ten (10) days from receipt of a Budget Amendment to approve or reject such Budget Amendment in whole or in part. Any part of any Budget Amendment which is rejected shall either be deleted or resubmitted at the direction of MLP. Services Provider shall then have ten (10) days to resubmit (if it so elects) any Budget Amendment for approval. MLP shall have five (5) days from the date the Services Provider resubmits any such Budget Amendment for approval to approve or reject such re-submitted Budget Amendment. Failure of MLP to timely respond to any proposed Budget Amendment shall be deemed to be a rejection of such Budget Amendment. For the avoidance of doubt, neither Party is obligated to accept a Budget Amendment such Budget Amendment shall not bind Services Provider unless expressly agreed to in writing.

No Alternative DIP Order. No Bankruptcy Court order has been entered authorizing the Credit Parties to obtain financing or credit pursuant to Section 364 of the Bankruptcy Code from any Person other than the Secured Parties secured by a security interest or having the priority of an administrative claim unless otherwise consented to by the Lenders in writing.

No Credit Party or any Subsidiary has on the date hereof any material Debt or any material contingent liabilities, off-balance sheet liabilities or liabilities for Taxes, except as referred to or reflected or provided for in the DIP Budget, the First Day Orders or the financial statements previously delivered to the Lenders.

Projected Operating Budget. Furnish Agent and Lenders, no later than seventy-five (75) days after the beginning of each Borrower's fiscal year commencing with fiscal year 2023, a month by month projected operating budget and cash flow of Borrowers on a consolidated basis for such fiscal year (including an income statement for each month and a balance sheet as at the end of the last month in each fiscal quarter), such projections to be accompanied by a certificate signed by a Responsible Officer of each Borrower to the effect that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which such projections were prepared.

Projected Operating Budget. Deliver to Agent, no later than then last day of DZSI’s fiscal years commencing with fiscal year 2019, Projections for the coming/following fiscal year, such Projections to be accompanied by a certificate signed by the President or Chief Financial Officer of DZSI to the effect that such Projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which such Projections were prepared.

Budget Variance Report. The Loan Parties shall continue to comply with the Budget Variance Report obligations set forth in the Fifth Amendment and, as such, on or before 2:00 p.m. (Boston time) on Friday of each week, the Borrowers shall deliver to the Agents a Budget Variance Report. As used herein “Budget Variance Report” means a weekly report provided by the Borrowers to the Agents, showing amount of Qualified Cash as of Saturday of each week and the actual receipts and disbursements for each line item compared to the Approved Budget, as applicable, on a cumulative basis from the date hereof of until the fourth (4th) week after the date hereof and then on a rolling four (4) week basis at all times thereafter, noting therein all variances, on a line-item basis, from amounts set forth for such period in the Approved Budget, and shall include or be accompanied by explanations for all material variances and certified by an Authorized Officer of the Parent.