Common use of Annual Budget Clause in Contracts

Annual Budget. (a) The Executive Officers of the Partnership shall prepare an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with the Partnership's financial statements. (b) If for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7.

Annual Budget. (a) The Executive Officers of the Partnership shall prepare an Annual Budget At least forty-five (each, an "Annual Budget"45) for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 calendar days prior to the start of any Fiscal Year (beginning with the fiscal year covered Fiscal Year starting on January 1, 2020), the Company shall prepare and deliver to the Board an annual budget setting forth all reasonably anticipated expenses of the Company and the Company Subsidiaries on a consolidated basis during the course of the upcoming Fiscal Year (the “Annual Budget”). If the Board, by such budget. Each Supermajority Board Vote, does not approve a proposed Annual Budget shall incorporate in its entirety prior to the start of a Fiscal Year, (i) a projected income statement, balance sheet and a cash flow statement, (ii) those line items of the amount of any corresponding cash deficiency or surplus and (iii) proposed Annual Budget that have been approved by the estimated amountBoard, if any, and expected timing for all required capital contributions. Each proposed shall constitute the Annual Budget with respect to the matters set forth therein and (ii) with respect to those line items of the Annual Budget that have not been approved by the Board, the Annual Budget from the prior Fiscal Year with respect to those line items shall be prepared on a basis consistent with remain in effect until such line items are approved by the Partnership's financial statementsBoard. (b) If for any fiscal year The Company and the Partnership Governance Committee has failed Board shall allocate sufficient funds in each Annual Budget or variance thereto (as reasonably determined by the Board in good faith) in order to approve an updated Strategic Planpermit the Company and the Company Subsidiaries to adequately comply with their legal, thenregulatory and compliance obligations during such Fiscal Year under Applicable Law and as set forth in this Agreement. (c) The Company shall, subject to Section 8.5and shall cause the other Company Subsidiaries to, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) be managed in accordance with the Annual Budget (as in effect from time to time), and not take actions that are not consistent with the projections and other information Annual Budget (as in effect from time to time) except as may be approved by the Board by the applicable vote required hereunder for that year included such action. Notwithstanding the foregoing, until the third (3rd) anniversary of the Effective Date no approval of the Board shall be required for variances in the Strategic Plan most recently approved pursuant to Section 6.7aggregate amount of the expenditures set forth in the Annual Budget of less than fifteen percent (15%); provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause promptly notifies the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that Board of any such expenditures would enable that constitute such a variance. Upon the Partnership expiration of such three (3)-year period, the Board shall determine, by Supermajority Board Vote, what level of discretion the CEO shall have with respect to continue or complete any such capital project reflected in variances from the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7Annual Budget.

Annual Budget. (a) The Executive Officers Company and its Subsidiaries shall be operated in accordance with an annual budget, as it may be annually updated from time to time pursuant to this Section 3 (the “Annual Budget”). The initial Annual Budget for the period beginning on the Effective Date and ending on December 31, 2018, including the related variances, is attached hereto as Schedule B-1 (the “Initial Annual Budget”). For each Fiscal Year thereafter, the Asset Manager shall be responsible for preparing and submitting to the Company Board for approval as a Major Decision in accordance with the terms of the Partnership shall prepare an Annual Budget (each, an "Company LLC Agreement a proposed updated Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each the related variances. The Annual Budget shall be consistent prepared by the Asset Manager in accordance with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget protocols (including any Annual the preparation of the back-up materials on the timetable set forth therein) set forth on Schedule B-2 hereto (the “Budget prepared under Section 8.2(bDevelopment Protocols”)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year Fiscal Year shall be submitted to prepared with the Partnership Governance Committee for approval at least 60 days prior to same detail and line items as set forth in the start Initial Annual Budget and such other detail as the members of the fiscal year covered Company Board appointed by such budgetthe Preferred Partners in accordance with Section 4.3(c) of the Parent LP Agreement (the “Preferred Board Members”) may reasonably request. Each In connection with the review of a proposed Annual Budget, the Preferred Board Members may reasonably request additional information regarding the materials supporting the proposed Annual Budget or such other information as is necessary or desirable to enable review of such proposed Annual Budget, and the Asset Manager shall incorporate provide such requested information. The Preferred Board Members shall consent to or reject the proposed Annual Budget, or request additional information (as provided for above), within ten (10) Business Days following (i) a projected income statement, balance sheet and a cash flow statement, receipt of such proposed Annual Budget or (ii) receipt of all additional information that is, in the amount determination of any corresponding cash deficiency the Preferred Board Members, necessary or surplus and (iii) desirable to enable review of such proposed Annual Budget. The Asset Manager shall comply with the estimated amount, if any, and expected timing Budget Development Protocols regarding the Preliminary Budget for all required capital contributionseach Fiscal Year. Each proposed The Annual Budget shall be prepared and submitted annually by the Asset Manager no later than December 10, 2018 for the next Fiscal Year and thereafter by December 10 of each year with respect to the following Fiscal Year. The Annual Budget for each Fiscal Year shall include use of the pre-funded reserve amounts as shown on a basis consistent Schedule B-3 hereto for the four Fiscal Quarters comprising such Fiscal Year. In connection with the Partnership's submission of the Annual Budget, the Asset Manager shall also prepare and submit to the Company Board an annual business plan for Parent and its Subsidiaries, including a responsible five-year operations forecast, including the operating metrics set forth on Schedule B-4 hereto (the “Annual Plan”). The Preferred Board Members, or their designated representatives, shall be provided reasonable access to all information, data, reports, models and analyses relied on in developing the Annual Plan (including, for the avoidance of doubt, all financial statementsand silvicultural assumptions, constraints, supporting stand level data, merchantable timber volumes, pre-merchantable acres by species and age class, and acres by land classification). (b) If for any fiscal year the Partnership Governance Committee has failed Pursuant to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Planthis Agreement, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Asset Manager is charged with implementing each Annual Budget following the approval thereof, in accordance with the terms of such approved Annual Budget and the terms of this Agreement. In doing so, the Asset Manager shall at all times act in a manner consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7Annual Budget; provided, however, that the CEOAsset Manager may in its discretion expend funds for Non-Controllable Expenses (as defined below) not otherwise reflected in the Annual Budget. In implementing the Annual Budget, acting the Asset Manager may in good faithits discretion vary material line items in the applicable Annual Budget within the variances set forth in set forth in Exhibit A appended hereto (such variances being referred to herein as “Allowable Variances”). Asset Manager shall not exceed any Allowable Variance without having first obtained the approval of the Company Board. (c) In the event the Asset Manager is unable to obtain the approval of the Company Board of any Annual Budget prior to the intended period for such Annual Budget, then a “Budget Impasse” shall be entitled deemed to modify any exist, until such time as such Annual Budget is approved in order accordance with this Agreement, the Parent LP Agreement and Company LLC Agreement. During any Budget Impasse, the Asset Manager shall perform the Services and otherwise fulfill its obligations under this Agreement in accordance with the most recently approved Annual Budget, except that (i) the Asset Manager may make or cause to be made any expenditure not contemplated by such Annual Budget which is (1) an emergency expenditure to protect the health, safety and welfare of people or property (in which event the Asset Manager shall notify the Company Board immediately) or (2) an expenditure to satisfy current contractual (A) any outstanding taxes and compliance related fees, costs and expenses, (B) any obligations for interest, principal (except at maturity), escrows, fees and to account expenses due under the Senior Credit Documents and any other indebtedness approved as a Major Decision or (C) premiums for other changes in circumstances resulting from insurance required under this Agreement, the passage of time Parent LP Agreement or the occurrence Company LLC Agreement, and Senior Credit Documents, any loan document relating to indebtedness approved as a Major Decision or any other contract to which the Parent or any of events beyond its Subsidiaries is a party that are entered into in accordance with the control Parent LP Agreement (such expenses, “Non-Controllable Expenses”) and (ii) the Asset Manager acting alone shall otherwise have no authority to make any other expenditure without the approval of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7Company Board as a Major Decision.

Annual Budget. (a) The Executive Officers of the Partnership shall prepare an Annual Budget (each, an "“Annual Budget"”) for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's ’s initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 30 days prior to the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with the Partnership's ’s financial statements. (b) If for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7.

Annual Budget. (a) The Executive Officers of Prior to the Partnership shall prepare date hereof, Borrower has submitted and Lender has approved an Annual Budget for the 2015 calendar year (eachthe “Approved Initial Budget”). Borrower shall submit to Lender by November 1 of each year the Annual Budget relating to the Properties for the succeeding Fiscal Year. During the continuance of a Trigger Period, Lender shall have the right to approve each Annual Budget (which approval shall not be unreasonably conditioned, delayed or withheld so long as no Event of Default is continuing). An Annual Budget approved by Lender during a Trigger Period or any Annual Budget submitted prior to the commencement of a Trigger Period, shall each hereinafter be referred to as an "“Approved Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each ”. In the event of a Transfer of any Property the Approved Annual Budget shall be consistent reduced as reasonably determined by Lender in consultation with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with the Partnership's financial statements. (b) If for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget Borrower in order to satisfy current contractual reflect the removal of such Property and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the PartnershipOperating Expenses associated therewith; provided, further, that no such reduction shall be made in the CEO event such Transfer is made in connection with a substitution under Section 2.4.3(a). If Lender has the right to approve an Annual Budget pursuant to this Section 6.8.3, neither Borrower nor Manager shall change or modify the Annual Budget that has been approved by Lender without the prior written consent of Lender (which consent shall not be authorized unreasonably withheld, conditioned or delayed so long as no Event of Default is continuing). The “Monthly Budgeted Amount” for each Monthly Payment Date shall mean the monthly amount set forth in the Approved Annual Budget for Operating Expenses and Capital Expenditures for the Interest Period related to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except such Monthly Payment Date. If during any Trigger Period, Borrower has submitted an Annual Budget and such Annual Budget has not been approved prior to the extent commencement of the calendar year to which such budget relates then the previous Approved Annual Budget shall continue to be deemed to be the Approved Annual Budget for that such expenditures would enable calendar year, except that the Partnership to continue or complete any such capital project reflected line item for Capital Expenditures shall not exceed the Capital Expenditures set forth in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7Approved Initial Budget.

Annual Budget. (a) The Executive Officers of the Partnership shall prepare an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each initial Annual Budget shall be consistent agreed upon by the parties before the execution of this Professional Business Management Agreement. Thereafter, annually and at least thirty (30) days prior to the commencement of each fiscal year of the Practice, the Professional Business Manager, in consultation with the information Practice, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s revenues and expenses for such the upcoming fiscal year included in year. The Practice shall review the Strategic Plan most recently approved pursuant to Section 6.7; proposed Budget and provided, further, that unless provided otherwise in either approve the most recently approved Strategic Plan, proposed Budget or request any changes within twenty-one (21) days after receiving the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual proposed Budget. The Annual Disputes concerning the Budget for each year shall shall, at the request of either party hereto, be submitted to the Partnership Governance Committee for approval at least 60 days prior Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the start beginning of the fiscal year, until an agreement is reached, the Budget for the prior year covered shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by such budget. Each Annual Budget shall incorporate one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) a projected income statementthe percentage by which the Adjusted Gross Revenue in the current year, balance sheet and a cash flow statementexcluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the amount of any corresponding cash deficiency increase or surplus decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the estimated amountproportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, if anynotwithstanding the above, and expected timing for all required capital contributions. Each proposed Annual no change in an adopted Budget shall be prepared on a basis consistent with the Partnership's financial statements. (b) If for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish contrary to the Partnership Governance Committee) terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Annual Budget consistent with the projections and other information for that year included Management Fee expressly agreed to herein, unless approved in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting advance in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved writing by the Partnership Governance Committee pursuant to Section 6.7Parties hereto.

Annual Budget. (a) The Executive Officers A copy of the Partnership initial Annual Budget for the Project for the period from the date hereof through the end of fiscal year 2008/fiscal year 2009 is attached as Exhibit B, which budget has been approved by the Concessionaire. (b) For each fiscal year and partial fiscal year from and after July 1, 2009, the Operating Company shall prepare deliver to the Concessionaire an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information Project for such full or partial fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 120 days prior to the start of the such fiscal year covered by or partial fiscal year. The Operating Company acknowledges and agrees that each such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared in a form reasonably acceptable to the Concessionaire and the Department and show in reasonable detail all management and coordination expenses payable to the Operating Company under this Agreement. During the Operating Period, such Annual Budget shall show, where appropriate, projected Revenues, operating and maintenance expenses, capital expenses, debt service (identifying separately projected debt service), contributions to individual reserves, projected Total Return on a Investment, nominal TRI on Total Invested Project Funds, any projected permit fee payable to the Department under the ARCA, distributions to holders of equity interests in the Concessionaire and other related items for such period on an annual basis consistent and such other information as the Concessionaire or the Department may reasonably require. Each Annual Budget, approved in accordance with this Section, shall be provided by the Partnership's financial statementsOperating Company (on behalf of the Concessionaire) to the Department not later than 90 days prior to the start of each fiscal year or partial fiscal year. (bc) Not later than ten (10) Business Days after receipt by the Concessionaire of a proposed Annual Budget, the Concessionaire may deliver a notice (an “Objection Notice”) to the Operating Company stating that the Concessionaire objects to any information contained in or omitted from such proposed Annual Budget and setting forth the nature of such objections. With respect to all or any portion of such proposed Annual Budget as to which no Objection Notice is timely delivered, the proposed Annual Budget or such portion thereof will be deemed to have been approved and accepted by the Concessionaire. If an Objection Notice is timely delivered, the Operating Company shall modify the proposed Annual Budget, taking into account the Concessionaire’s objections, and shall resubmit the same to the Concessionaire for its approval within five (5) Business Days thereafter, and the Concessionaire may deliver further Objection Notices (if any) within five (5) Business Days thereafter (in which event, the re-submission and review process described above in this sentence shall continue until such Annual Budget is approved and accepted by the Concessionaire or deemed to be so approved and accepted). During any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Planyear, the Executive Officers of Operating Company shall have the Partnership shall prepare (and promptly furnish right at any time subsequent to the Partnership Governance Committee) approval and acceptance of the Annual Budget for such fiscal year to propose and submit an amended Annual Budget to the Concessionaire for approval. The approval process for such amended Annual Budget shall be as set forth above for Annual Budgets. (d) In addition, no later than 120 days before the beginning of each fiscal year after the Service Commencement Date, the Operating Company shall annually prepare and provide to the Concessionaire for its review (in accordance with Section 3.01) a full five-year period maintenance plan on a rolling basis that describes life cycle asset maintenance for the HOT Lanes Project (the “Life Cycle Maintenance Plan”), which shall be subject to approval by the Concessionaire and (following approval by the Concessionaire) the Department. The Life Cycle Maintenance Plan shall include a description of all Major Maintenance to be undertaken during such five-year period, by component, item or discrete project (each a “Task”), the estimated costs and timing relating to each Task, and such other information as may be reasonably requested by the Concessionaire or the Department. The Operating Company shall reasonably consider any changes or additions proposed by the Concessionaire or the Department (as conveyed to the Operating Company through the Concessionaire or directly from the Department) to the proposed Life Cycle Maintenance Plan and modify the Life Cycle Maintenance Plan to reflect those changes and additions which are consistent with Good Industry Practice, applicable Laws, Technical Requirements or Regulatory Approvals, and the projections and other information for that year included Department will approve the Life Cycle Maintenance Plans in accordance with the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control terms of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7ARCA.

Annual Budget. Not later than forty-five (45)days prior to the commencement of each Fiscal Year, Tenant shall prepare and submit to Landlord an operating budget (the"Operating Budget") and a capital budget (the "Capital Budget") prepared in accordance with the requirements of this Section 12.7 The Operating Budget and the Capital Budget (together, the"Annual Budget") shall be prepared in a form approved by Landlord for use throughout the Lease Term and show by quarter and for the year as a whole the following: (a) The Executive Officers Tenant's reasonable estimate of the Partnership shall prepare an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget Gross Golf Revenue (including any Annual Budget prepared under Section 8.2(b)membership dues, daily use fees and other sources of Gross Golf Revenue) shall utilize a format and provide a level of detail consistent with other revenue for the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared forthcoming Fiscal Year itemized on schedules on a quarterly basis consistent as approved by Landlord and Tenant, together with assumptions, in narrative form, forming the Partnership's financial statementsbasis of such schedules. (b) If An estimate of any amounts Landlord will be requested to provide for any fiscal year Capital Expenditures during the Partnership Governance Committee has failed to approve an updated Strategic Plan, thennext four Fiscal Years, subject to the limitations set forth in Section 8.512 4. (c) A cash flow projection. (d) A narrative description of any anticipated significant events, including, if requested by Landlord, a narrative description of any category of operating expenses that decrease or increase by five percent (5%) or more from the prior year's expenses. (e) Tenant's reasonable estimate for each Fiscal Quarter of the Percentage Rent to be paid for such year and each subsequent year prior to approval of an updated Strategic Plan, quarter. Landlord shall have thirty (30) days after the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) date on which it receives the Annual Budget to review, approve or disapprove the Annual Budget. If the parties are not able to reach agreement on the Annual Budget for any Fiscal Year during landlord's thirty (30) day review period, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include, if requested by either party, at least one (1) meeting of executive-level officers of Landlord and Tenant and one (1) meeting with the directors of the Advisory Association. In the event the parties are still not able to reach agreement on the Annual Budget for any particular Fiscal Year after complying with the foregoing requirements of this Section 12.7, the parties shall adopt such portions of the Operating Budget and the Capital Budget as they may have agreed upon, and any matters not agreed upon shall be referred to a dispute resolution committee composed of three (3) members of the Advisory Association unaffiliated with Tenant and two (2) members of the board of directors of the Company. Such committee shall be responsible for resolving any such disagreement and the parties agree that the determination of such dispute resolution committee shall be binding on the parties. Pending the results of such resolution or the earlier agreement of the parties, (i) if the Operating Budget has not been agreed upon, the Property will be operated in a manner consistent with the projections prior year's Operating Budget until a new Operating Budget is adopted, and other information for that year included in (ii) if the Strategic Plan most recently approved pursuant to Section 6.7; providedCapital Budget has not been agreed upon, however, that the CEO, acting in good faith, no Capital Expenditures shall be entitled made unless the same are set forth in a previously approved Capital Budget or are specifically required by Landlord or are otherwise required to modify any such comply with Legal Requirements or Insurance Requirements. Tenant shall operate the Property in a manner reasonably consistent with the Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7Budget.

Annual Budget. (ai) The Executive Officers of the Partnership shall prepare an Annual Budget Promptly after it becomes available, and in any event no later than sixty (each, an "Annual Budget"60) for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start end of the fiscal year covered by then current Financial Year, deliver to the Senior Lenders the proposed Annual Budget for the following Financial Year for their approval. (ii) If the Senior Lenders have not objected to such budget. Each Annual Budget within forty-five (45) days after receipt thereof, such Annual Budget shall incorporate apply for such Financial Year but only if (iA) a projected income statement, balance sheet the aggregate expenditures set forth in such proposed Annual Budget do not exceed one hundred and a cash flow statement, ten percent (ii110%) of the aggregate expenditures budgeted for such Financial Year in the Financial Model and (B) the amount budgeted for any single expenditure line item set forth in such proposed Annual Budget does not exceed by more than ten percent (10%) the amount budgeted for the corresponding expenditure line item for such Financial Year in the Financial Model; provided that, if the Senior Lenders have not expressly approved the amount budgeted for any single expenditure line item set forth in such proposed Annual Budget that exceeds by more than ten percent (10%) the amount budgeted for the corresponding expenditure line item in the immediately proceeding Annual Budget, then (x) the amount budgeted for such line item in the proposed Annual Budget shall automatically be deemed to be amended such that it is equal to the higher of any corresponding cash deficiency the amount budgeted for that same line item in the Financial Model or surplus the previous Annual Budget and (iiiy) the estimated amount, if any, and expected timing for all required capital contributions. Each remaining line items set forth in such proposed Annual Budget shall be prepared on a basis consistent with the Partnership's financial statementsdeemed approved. (biii) If for any fiscal year the Partnership Governance Committee has failed Senior Lenders have objected to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget within forty-five (45) days after receipt thereof, the then-existing Annual Budget adjusted for inflation, shall remain in order to satisfy current contractual effect until the Borrower and compliance obligations and to account the Senior Lenders agree on an Annual Budget for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7Financial Year.

Annual Budget. (a) The Executive Officers of the Partnership shall General Partner agrees to prepare an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted deliver to the Partnership Governance Committee for approval Partners within forty-five (45) days after the execution of this Agreement with respect to the initial Fiscal Year, and at least 60 forty-five (45) days prior to the start beginning of each subsequent Fiscal Year, a proposed Annual Budget for such Fiscal Year for the management and operation of the fiscal year covered by such budgetPartnership and the acquisition, development, management, operation, financing and sale of the Property, setting forth (a) any proposed expenditures and reserves for the forthcoming Fiscal Year, (b) any discretionary expenditures which the General Partner determines to be necessary or advisable to maintain the Property or facilitate the development and sale of lots developed on the Property, and (c) a projected cash flow analysis for the forthcoming Fiscal Year setting forth the estimated receipts and expenditures of the Partnership. Each Partner shall have a period of twenty (20) days to review and approve the proposed Annual Budget for the forthcoming Fiscal Year. Once approved by a Majority in Interest of Limited Partners, such approved Annual Budget for the period of time covered thereby shall incorporate be binding upon the Partners unless otherwise mutually agreed. Notwithstanding the foregoing, (i) a projected income statementshould any Partner fail to notify the General Partner of its disapproval of the proposed Annual Budget prior to the expiration of the twenty (20) day review period described above, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with the Partnership's financial statements. deemed to be approved by such Partner, and (bii) If for should any fiscal year Partnership lender require that the Partnership Governance Committee has failed to approve an updated Strategic Planmake expenditures or establish reserves during any Fiscal Year, then, subject to Section 8.5, for all such year required expenditures and each subsequent year prior to approval reserves shall be deemed Approved by a Majority in Interest of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish Limited Partners after such lender requirements are sent to the Partnership Governance Committee) Partners. The General Partner may, from time to time, submit proposed revisions to the Annual Budget consistent with Budget, and the projections Partners shall consider and other information for that year included review such proposed revisions in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget manner and time frames set forth above in order to satisfy current contractual and compliance obligations and determine whether to account for other changes in circumstances resulting from approve same, or to make such revisions thereto as they may mutually agree, or to agree not to revise the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7Annual Budget.

Annual Budget. (a) The Executive Officers Manager shall, not later than November 1 of the Partnership shall each Fiscal Year, prepare an estimate of operating revenues and expenses (including Property Expenses) and projected capital expenses for the Property for the next ensuing Fiscal Year for use by Owner in adopting the Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each the parties agree that the initial approved Annual Budget, which includes the 2007 Fiscal Year, has already been approved by the parties. Within thirty (30) days after receiving a proposed Annual Budget from the Manager, Owner shall be consistent either approve by Owner’s Supermajority Consent the proposed Annual Budget or convey its disapproval in writing to Manager, together with detailed reasons therefor. If Owner does not approve by Owner’s Supermajority Consent Manager’s estimated operating revenues and expenses (including Property Expenses) and projected capital expenses for the information for such fiscal year included Property as the Annual Budget, or if Owner and Manager are unable to reach agreement with respect to individual expense items in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic PlanAnnual Budgets for a particular Fiscal Year, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) Budgets shall utilize a format be implemented for such Fiscal Year with respect to expense items that are not in dispute, and provide a expense items in dispute shall be kept at the same level of detail consistent with such expense items for the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start of the fiscal year covered previous Fiscal Year, adjusted, however, by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amountincrease, if any, in the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for Urban Wage Earners and expected timing for all required capital contributionsClerical Workers, All Items, All Urban Areas (1982-84=100) (the “CPI”), from the first day of the previous Fiscal Year. Each proposed Until Owner so approves the Annual Budgets, the Manager will continue to operate the Property in accordance with this Agreement and the last approved Annual Budget shall be prepared on a basis consistent with the Partnership's financial statements. (b) If for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO but shall not be authorized to cause the Partnership to proceed with capital make any expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected incur obligations not previously approved in the last Strategic Plan that was approved Annual Budget without the approval of Owner by Owner’s Supermajority Consent or until such time as a new Annual Budget has been approved by the Partnership Governance Committee pursuant to Section 6.7Owner’s Supermajority Consent.

Annual Budget. (a) The Executive Officers of the Partnership shall prepare an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent In connection with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and providedexecution of this Agreement, further, that unless CTH has provided otherwise in the most recently approved Strategic Plan, CPCC with the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted applicable to the Partnership Governance Committee for approval at least 60 days prior remainder of calendar year 2015. Other than with respect to the start calendar year 2015, on or before October 1 of the fiscal calendar year covered by immediately preceding the relevant calendar year, CPCC, at CTH’s direction, shall prepare and submit to CTH a proposed annual budget for such budget. Each Annual Budget shall incorporate relevant calendar year for the Assets that takes into consideration and provides for, at a minimum, the following anticipated costs, expenses, operations and sales: (i) a projected income statement, balance sheet and a cash flow statement, operating expenses; (ii) the amount of any corresponding cash deficiency or surplus and maintenance capital expenditures; (iii) expansion capital expenditures; (iv) miscellaneous expenses, including anticipated Reimbursable Costs and anticipated costs under each of the estimated amountWater Supply and Services Agreement, if any, the Terminal and expected timing for all required capital contributions. Each proposed Annual Budget shall Throughput Agreement and the Contract Agency Agreement; (v) production and sales plan; (vi) cash flow analysis and information; and (vii) any other information reasonably determined by CTH to be prepared on a basis consistent with the Partnership's financial statementsrelevant. (b) If Following CPCC’s submission of its proposed annual budget, CPCC shall cooperate and consult with CTH in preparing a final annual budget for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish CTH’s submission to the Partnership Governance Operating Committee, including making any revisions and providing any additional information as requested by CTH regarding the annual budget proposed by CPCC. (c) CTH will provide CPCC with the Annual Budget consistent applicable to each calendar year starting with the projections and other information for that calendar year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any 2016 promptly after such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was is approved by the Partnership Governance Committee pursuant Operating Committee. CPCC shall be responsible for providing the Operational Services with respect to Section 6.7the Assets that are contemplated by, and in accordance with, the then applicable Annual Budget. (d) Notwithstanding anything to the contrary, during each calendar year, CPCC shall have the right and authority (i) to make expenditures of up to 110% of the Annual Budget for such calendar year, as such Annual Budget may be revised by CTH from time to time and (ii) to make expenditures of such amounts as CPCC reasonably determines are required in the event of an Emergency. If during any calendar year CPCC’s expenditures exceed, or CPCC anticipates that it will exceed, 110% of the Annual Budget, CPCC shall notify CTH of the excess (or anticipated excess) expenditures, and such notice shall include reasonable detail of the reasons for such excess expenditures and a proposal by CPCC for an amendment of the Annual Budget to reflect CPCC’s revised estimate of expenditures for such calendar year. (e) If requested by CTH, CPCC shall prepare and deliver to CTH, on or before the 10th Business Day of the calendar month preceding the relevant calendar month, a reasonably detailed notice of the estimated amount of all out-of-pocket expenditures that CPCC projects to be incurred in the performance of the Operational Services during the following calendar month plus a reasonable contingency amount.

Annual Budget. (a) The Executive Officers of the Partnership shall prepare an Annual Budget At least forty-five (each, an "Annual Budget"45) for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 calendar days prior to the start of any Fiscal Year (beginning with the fiscal year covered Fiscal Year starting on January 1, 2020), the Company shall prepare and deliver to the Board an annual budget setting forth all reasonably anticipated expenses of the Company and the Company Subsidiaries on a consolidated basis during the course of the upcoming Fiscal Year (the “Annual Budget”). If the Board, by such budget. Each Supermajority Board Vote, does not approve a proposed Annual Budget shall incorporate in its entirety prior to the start of a Fiscal Year, (i) a projected income statement, balance sheet and a cash flow statement, (ii) those line items of the amount of any corresponding cash deficiency or surplus and (iii) proposed Annual Budget that have been approved by the estimated amountBoard, if any, and expected timing for all required capital contributions. Each proposed shall constitute the Annual Budget with respect to the matters set forth therein and (ii) with respect to those line items of the Annual Budget that have not been approved by the Board, the Annual Budget from the prior Fiscal Year with respect to those line items shall be prepared on a basis consistent with remain in effect until such line items are approved by the Partnership's financial statementsBoard. (b) If for any fiscal year The Company and the Partnership Governance Committee has failed Board shall allocate sufficient funds in each Annual Budget or variance thereto (as reasonably determined by the Board in good faith) in order to approve an updated Strategic Planpermit the Company and the Company Subsidiaries to adequately comply with their legal, thenregulatory and compliance obligations during such Fiscal Year under Applicable Law and as set forth in this Agreement. (c) The Company shall, subject to Section 8.5and shall cause the other Company Subsidiaries to, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) be managed in accordance with the Annual Budget (as in effect from time to time), and not take actions that are not consistent with the projections and other information Annual Budget (as in effect from time to time) except as may be approved by the Board by the applicable vote required hereunder for that year included such action. Notwithstanding the foregoing, until the third (3rd) anniversary of the Fourth Amended LLC Agreement Effective Date no approval of the Board shall be required for variances in the Strategic Plan most recently approved pursuant to Section 6.7aggregate amount of the expenditures set forth in the Annual Budget of less than fifteen percent (15%); provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause promptly notifies the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that Board of any such expenditures would enable that constitute such a variance. Upon the Partnership expiration of such three (3)-year period, the Board shall determine, by Supermajority Board Vote, what level of discretion the CEO shall have with respect to continue or complete any such capital project reflected in variances from the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7Annual Budget.

Annual Budget. (a) The Executive Officers of the Partnership shall prepare an initial Annual Budget for the remainder of calendar year 2018 for the period beginning on the Effective Date and ending on December 31, 2018, including the related variances, is attached hereto as Exhibit C-1 (each, an "the “Initial Annual Budget") ”). For each Fiscal Year thereafter, the General Partner shall be responsible for each fiscal yearpreparing and submitting to the Board for approval as a Major Decision a proposed updated Annual Budget, including an Operating Budget and Capital Expenditure the related variances. “Annual Budget; provided that each ” means a budget approved in accordance with this Agreement. The Annual Budget shall be consistent prepared by the General Partner in accordance with the information Budget Development Protocols (including the preparation of the back-up materials on the timetable set forth therein) set forth in Exhibit C-2. The Annual Budget for such fiscal year included each Fiscal Year shall be prepared with the same detail and line items as set forth in the Strategic Plan most recently approved pursuant Initial Annual Budget and such other detail as Board Members appointed by the Preferred Partners may reasonably request. In connection with the review of a proposed Annual Budget, the Board Members appointed by the Preferred Partners may reasonably request additional information regarding the materials supporting the proposed Annual Budget or such other information as is necessary or desirable to Section 6.7; enable review of such proposed Annual Budget, and providedthe General Partner shall provide such requested information. The Board Members appointed by the Preferred Partners shall consent to or reject the proposed Annual Budget, furtheror request additional information, within ten (10) Business Days following (i) receipt of such proposed Annual Budget or (ii) receipt of all additional information that unless provided otherwise is, in the most recently approved Strategic Plandetermination of the Board Members appointed by the Preferred Partners, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level necessary or desirable to enable review of detail consistent with the Partnership's initial such proposed Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared and submitted annually by the General Partner no later than December 10, 2018 for the next Fiscal Year and thereafter by December 10 of each year with respect to the following Fiscal Year. The Annual Budget for each Fiscal Year shall include the projected use of the Pre-Funded Expense Account, including as shown on a basis consistent Exhibit C-1 for the four Fiscal Quarters comprising such Fiscal Year. In connection with the Partnership's financial statements. (b) If submission of the Annual Budget, the General Partner shall also prepare and submit to the Board an annual business plan for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Planand its Subsidiaries including a responsible five-year forecast for the Partnership’s operations including the operating metrics set forth in Exhibit C-4. The Board Members appointed by the Preferred Partners, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faithor their designated representative, shall be entitled provided reasonable access to modify any such all information, data, reports, models, and analyses relied on in developing the Annual Budget in order to satisfy current contractual Plan (including, for the avoidance of doubt, all financial and compliance obligations silvicultural assumptions, constraints, supporting stand level data, merchantable timber volumes, pre-merchantable acres by species and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; providedage class, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved and acres by the Partnership Governance Committee pursuant to Section 6.7land classification).

Annual Budget. (a) The Executive Officers of the Partnership shall prepare an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual -------- Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, ----------- -------- further, that unless provided otherwise in the most recently approved Strategic ------- Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with the Partnership's financial statements. (b) If for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for ----------- such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, --------------------- however, that the CEO, acting in good faith, shall be entitled to modify any ------- such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause -------- ------- the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7.. -----------

Annual Budget. (a) The Executive Officers At least 30 days prior to the commencement of the Partnership each ------------- calendar year, Service Company, in consultation with Provider, shall prepare and deliver to the Policy Board for its approval a proposed Budget, setting forth an Annual estimate of Provider's revenue and expenses for the upcoming calendar year (including without limitation the Service and Performance Fees associated with the services provided by Service Company hereunder). The Budget (eachwith respect to the remainder of calendar year 1996 will allocate to Provider Expenses an amount necessary to cover Provider's current obligations to its professional personnel and its other obligations identified herein, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget all of which shall be consistent with such similar expenditures as were incurred by Service Company prior to the acquisition of Service Company by Parent. The Budget with respect to calendar year 1997 shall provide, among other things, that [*] of the Adjusted Gross Revenue shall be allocated to Provider Expenses. In each succeeding Budget, unless the Parties otherwise mutually agree, such percentage of the Adjusted Gross Revenue shall be allocated to Provider Expenses. * This information for such fiscal year included in the Strategic Plan most recently approved has been omitted pursuant to Section 6.7; a request for confidential treatment and providedhas been filed separately with the Securities and Exchange Commission. In the event a proposed Budget is disapproved by either the Policy Board or Parent (pursuant to (S)3.2(b)(i)) or the Policy Board recommends revisions to the then-current Budget (pursuant to (S)3.2(b)(ii)), furtherService Company, in consultation with Provider, shall promptly revise such Budget, taking into consideration the comments of the Policy Board or Parent, as applicable, and shall deliver such revised Budget to the Policy Board for approval. In the event that unless provided otherwise in a proposed Budget has not been approved by both the most recently approved Strategic PlanPolicy Board and Parent by the beginning of the calendar year, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each the prior year shall be submitted deemed to be adopted as the Partnership Governance Committee Budget for approval at least 60 days prior to the start of the fiscal current year covered by such budget. Each Annual until a new Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with the Partnership's financial statements. (b) If for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was been approved by both the Partnership Governance Committee pursuant to Section 6.7Policy Board and Parent.

Annual Budget. (a) The By October 15 of each calendar year beginning in 2009, the Chief Executive Officers of Officer shall cause to be prepared and presented to the Partnership shall prepare an Board the proposed Annual Budget for the next succeeding Fiscal Year (eachor, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including case of any Annual Budget prepared under Section 8.2(b)) shall utilize for a format and provide a level of detail consistent with Fiscal Year during the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to Initial Period, the Partnership Governance Committee for approval at least 60 days prior to the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amountChief Executive Officer’s proposed modifications, if any, and expected timing to the applicable Initial Annual Budget for all required capital contributionsthe next succeeding Fiscal Year). Each The proposed Annual Budget for all Fiscal Years shall be prepared set forth the annual operating and capital budget of the Company on a basis consistent with the Partnership's financial statementsquarterly basis. (b) For a period of 30 days following the date on which the proposed Annual Budget is presented to the Board, the Board shall review such Annual Budget and shall make such modifications to such proposed Annual Budget as are mutually desirable and agreeable. If the Board does not approve any proposed modifications to an Initial Annual Budget (including after applying the deadlock procedures set forth in Section 7.03(c)), then the Initial Annual Budget shall continue in effect with respect to any such Fiscal Year until the earlier of such time as such an Initial Annual Budget modification is approved or the end of the applicable Fiscal Year. If the Board does not approve an Annual Budget for any fiscal year Fiscal Year after the Partnership Governance Committee has failed to approve an updated Strategic PlanInitial Period (including after the deadlock procedures set forth in Section 7.03(c)), then, subject to Section 8.5the Members’ termination rights under Article 15, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with for the projections and other information immediately preceding Fiscal Year shall be the Annual Budget for that year included the Fiscal Year in question. Notwithstanding the Strategic Plan most recently approved pursuant foregoing, to the extent that, after giving effect to Section 6.7; provided3.05, howeverthe Company would still reasonably be expected to have an Operating Cash Flow Deficit, that then, unless the CEOBoard may otherwise determine, acting the Chief Executive Officer shall modify variable expense line items contained in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnershipeliminate such Operating Cash Flow Deficit; provided, furtherhowever, that any such modification shall be designed to minimize any reduction in the CEO Company’s programming expenditures to the maximum extent reasonably practicable and shall not reduce the budget for programming to be authorized licensed by the Company from Hasbro Studios; provided further that if, after giving effect to cause Section 3.05 and after such modifications to variable expense line items are made, the Partnership Company would still reasonably be expected to proceed with capital expenditures have an Operating Cash Flow deficit, then, unless the Board may otherwise determine, the Chief Executive Officer may reduce the budget for programming to accomplish capital enhancement projects except be licensed by the Company from Hasbro Studios but on no more than a pro rata basis as compared to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7aggregate reduction of all variable expense line items.

Annual Budget. (a) The Executive Officers With the assistance of the Partnership Executive Director, the Operations Committee shall prepare develop and recommend to the Finance Advisory Subcommittee an Annual Budget annual budget by mid- January of each year. The Finance Advisory Subcommittee shall recommend an annual budget to the Board of Directors on or before February 1st of each year. The annual budget shall set forth all anticipated expenses and revenues for the following fiscal year and contingency funds for unanticipated operating and capital expenses. The annual budget shall include: (each1) the operating budget, an "Annual Budget"(2) the capital budget, (3) the operating reserve budget and (4) the capital reserve budget. The budget shall include any planned or future capital expenses and the salaries and benefits for all persons employed by the NMRECC District, which shall be subject to the budget approval process set forth herein. The useful life of equipment and other assets shall be considered when formulating the annual budget. Funds allocated to the operating reserve budget or the capital reserve budget may only be expended with the express approval of the Board of Directors. Any unspent portion of a reserve budget shall be carried forward to the next fiscal year in addition to the reserve allocation for each such fiscal year. The total budget, including an Operating Budget and Capital Expenditure Budget; provided that upon which the assessment against each Annual Budget shall of the Participating Communities is based, will be consistent with reduced by revenue from entities not a party hereto, by unexpected or unencumbered funds available at the information for such end of each fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start year for which the budget is applicable, or by other revenues available to the District. In the event that emergency expenditures are required to maintain system integrity in excess of the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statementamount budgeted, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) NMRECC District is authorized to incur the estimated same amount, if any, first from the reserve fund and expected timing for all required capital contributionssecond from any other available funds. Each proposed Annual Budget Any debt incurred by NMRECC shall not be prepared on a basis consistent with the Partnership's financial statements. (b) If for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to the limit of indebtedness prescribed in Section 8.510, for such year and each subsequent year prior to approval Chapter 44 per section 18R (g) of an updated Strategic Plan, the Executive Officers Chapter 500 of the Partnership shall prepare (Acts of 2014. The NMRECC may incur debt for a term not exceeding 25 years to acquire land, buildings and promptly furnish equipment to the Partnership Governance Committee) the Annual Budget consistent with the projections construct or site and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; maintain a regional 911 emergency communication center, provided, however, that written notice of the CEOamount of debt and of the general purposes for which it would be authorized shall first be given by the district board to the finance advisory subcommittee for approval, acting in good faithwhich shall require a majority vote. The finance advisory subcommittee shall vote on the proposed debt within 14 days of receiving notice. If the finance advisory subcommittee approves the debt, the debt may be authorized by the district board and written notice of the amount of debt and its general purposes shall be entitled given to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting the Boards of Selectmen of each Participating Community not later than 7 days after the date on which the debt was authorized by the district board. No debt shall be incurred until the expiration of 60 days from the passage date the debt was authorized by the district board. If, prior to the expiration period, the Board of time or the occurrence Selectmen of events beyond the control any member municipality votes to disapprove of the Partnership; providedamount authorized by the district board, further, that the CEO debt shall not be authorized incurred. All financial obligations of the Participating Communities shall at all times be subject to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except annual municipal appropriation, including, but not limited to the extent that such expenditures would enable Participating Communities' indemnification obligations under Paragraph 16 below. Notwithstanding the Partnership to continue or complete any such capital project reflected above, in the last Strategic Plan event that was approved by a Participating Community does not pay the Partnership Governance Committee pursuant District its allocated share of the expenses of the District in any year, such community's membership in the NMRECC District shall be subject to Section 6.7termination, which may be made in accordance with the provisions of Paragraph 12(B).

Annual Budget. The Officers shall be responsible for managing the day to day operations of the Partnership, subject to such limitations and directions as are provided by the General Partner. The Officers will annually prepare and submit to the General Partner the Annual Budget which the General Partner shall revise and otherwise modify in its sole discretion. Any material changes to the Annual Budget shall be made at the direction of, or with the approval by, the General Partner, in each case at the sole discretion of the General Partner. The General Partner shall have the right to revise any then-applicable Annual Budget at any time, in its sole discretion. In furtherance of the foregoing: (a) The Executive Officers of the Partnership shall prepare an Annual Budget for the period from the date of this Agreement through December 31, 2016 shall be approved in accordance with Section 6.2(b) (each, an "such approved Annual Budget", the “Initial Budget”). (b) for The Board of Directors shall review each fiscal yearAnnual Budget, including an Operating the Initial Budget, at least quarterly (or more frequently as determined by the Board of Directors, including upon any proposed project not currently in the Annual Budget requiring capital expenditures in excess of $5,000,000 during the capital year to which such Annual Budget relates) and Capital Expenditure Budget; provided that each the Annual Budget shall be amended or modified to reflect any amendments or modifications thereto approved or directed by the General Partner and as so modified or amended shall thereafter constitute the Annual Budget for the remainder of the calendar year to which such Annual Budget relates. (c) The Officers shall prepare or cause to be prepared and presented to the Board of Directors not later than December 1 of each calendar year (beginning December 1, 2016 (for calendar year 2017)) a draft Annual Budget for the next succeeding calendar year (the “Proposed Budget”) setting forth the anticipated revenues and expenses (including capital expenditures) of the Partnership for such calendar year in a format consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; Initial Budget, and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate which will include: (i) a projected monthly income statementstatements, balance sheet sheets and cash flow statements on a consolidated basis for the calendar year covered by such Proposed Budget and a cash flow statement, projected monthly income statement and capital expenditures for each major capital project; (ii) estimates of the amount expenditures covered by the proposed Annual Budget by budget category, in reasonable detail to identify the nature, scope and duration of any corresponding cash deficiency or surplus and the activity in question; (iii) estimates of the estimated amount, if any, schedule pursuant to which capital costs and expected timing for all required capital contributions. Each proposed expenses included in the Annual Budget shall are anticipated to be prepared on a basis consistent with incurred by the Partnership's financial statements; (iv) any other information reasonably requested in writing by the General Partner; (v) estimates of revenues and estimated returns on invested capital; (vi) progress on capital projects included in prior Annual Budgets, including any shortfalls or overages; and (vii) any costs and expenses estimated to be expended due to health, safety, security and environmental issues or any regulatory issues. (bd) Expenditures in an Annual Budget may extend over more than one calendar year because such expenditures represent activities or operations that require commitments in excess of one calendar year. Once such expenditures have been approved by the General Partner as part of an Annual Budget or included by the General Partner as part of an Annual Budget, unless the General Partner determines otherwise, such expenditures shall not be required to be resubmitted for approval on an annual or other periodic basis, but instead all such items, until completed, automatically shall be included in future Annual Budgets (subject to limits and amounts as previously approved) as items which have already been approved. (e) If the General Partner does not approve a Proposed Budget for any fiscal a calendar year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year on or prior to approval the December 20 preceding January 1 of an updated Strategic Planthe calendar year to which such Proposed Budget relates, the Executive Officers of shall use good faith efforts to prepare or to cause to be prepared a revised Proposed Budget for approval by the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7General Partner; provided, however, that the CEOGeneral Partner shall have the right to revise the Proposed Budget and to approve the Proposed Budget that it has revised, acting in good faith, each case in its sole discretion. Each Proposed Budget approved hereunder by the General Partner in accordance with this Section 6.4 shall be entitled deemed an “Annual Budget.” (f) To the extent that any Proposed Budget is not approved by the General Partner in accordance with this Section 6.4 by the January 1 of the calendar year to modify any which such Proposed Budget relates, then, until a Proposed Budget for such calendar year is approved by the General Partner, the most recent Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or prior year shall continue as the occurrence of events beyond the control of the PartnershipAnnual Budget for such calendar year; provided, furtherhowever, that (i) such existing Annual Budget will automatically be adjusted for such Fiscal Year to properly account for actual changes in non-discretionary changes such as taxes, insurance premiums, utility charges, debt service and maintenance and repair costs (including capital expenditures for maintenance and repair costs) and (ii) the CEO shall not be authorized to cause budgeted amount of capital expenditures for the General Partner and the Partnership to proceed with Group (other than capital expenditures to accomplish for maintenance and repair costs) shall be (A) for the first such Fiscal Year, 80% of the amount budgeted for capital enhancement projects except to the extent that expenditures in such expenditures would enable the Partnership to continue or complete existing Annual Budget and (B) for any such capital project reflected in the last Strategic Plan that was Fiscal Year thereafter, until an Annual Budget is approved by the General Partner, zero. (g) The Partnership Governance Committee shall not incur capital expenditures in excess of amounts set forth in the Annual Budget without prior approval of the General Partner, provided that the Partnership may expend without General Partner approval up to ten percent (10%) in excess of the authorized amount for any category of capital expenditures during a calendar year (excluding any amounts included in the Annual Budget as line items for contingencies and overruns), such excess expenditures not to exceed in the aggregate ten percent (10%) of the aggregate of the amount for capital expenditures set forth in the Annual Budget for such calendar year. Any variances from the Annual Budget for capital expenditures other than variances for capital expenditures within and not in excess of ten percent (10%) variance permitted herein year shall require the approval of the General Partner, and if so approved, each such variance shall be added to the Annual Budget for such calendar year which, as so amended, shall thereafter be the Annual Budget for such calendar year. The ten percent (10%) variance permitted herein shall be calculated with respect to the original amounts set forth in the Annual Budget or, once amended, the amended amount, provided that no expenditures incurred pursuant to Section 6.76.4(h) shall be deemed to be included in an Annual Budget for purposes of calculating the ten percent (10%) permitted variance pursuant to this Section 6.4(g), nor shall any such expenditures be considered to be amounts expended in excess of the authorized amount of any Annual Budget for purposes of calculating the ten percent (10%) permitted variance. (h) Notwithstanding anything to the contrary in this Agreement, the Partnership is expressly authorized to make Emergency Expenditures and incur liabilities without prior authorization or approval when necessary or advisable, in the judgment of the senior executive Officer, subject to Prudent Industry Practices, to deal with emergencies, including explosions, fires, spills, or any other similar event, which may endanger property, lives, or the environment. The senior executive Officer shall as soon as practicable report to the General Partner the nature of any such emergency which arises, the measures he intends to take in respect of such emergency and the estimated related expenditures.

Annual Budget. 10.1 The Joint Committee and the Partner Authorities will prepare the Annual Budget for future Financial Years in accordance with the following deadlines (a) The Executive Officers or such other deadlines as the section 151 officers of each Partner Authority may unanimously agree between them in writing): 10.1.1 No later than 30 June in each Financial Year each Partner Authority will provide estimates of the Partnership additional number of residential properties to be included in the Council Tax base in its administrative area to the Treasurer, the Director and the Host Authority; 10.1.2 No later than 20 November in each Financial Year the Joint Committee will approve the draft Annual Budget; 10.1.3 No later than 30 November in each Financial Year each Partner Authority will submit a report to its elected members to obtain approval for the draft Annual Budget and consider whether the draft Annual Budget should be included in its medium term financial plan. For the avoidance of doubt, medium term financial plan means the document setting out the strategic financial framework and identifying the resource issues and principles, which will be used to shape the DWPJC’s annual budget development; 10.1.4 No later than 7 December in each Financial Year each Partner Authority will provide any comments or proposed amendments to the draft Annual Budget to the Joint Committee; 10.1.5 No later than 10 December in each Financial Year each Partner Authority will provide confirmation of the actual number of additional residential properties included in the Council Tax base in its administrative area as at 1 December in that Financial Year to the Treasurer, the Senior Management Team and the Host Authority; 10.1.6 No later than 31 December in each Financial Year the Treasurer will insert the actual increases in costs to the Joint Committee into the draft Annual Budget and circulate it to the section 151 officer of each Partner Authority and to the Joint Committee; 10.1.7 No later than 15 January in each Financial Year each Partner Authority will approve any amendments to the draft Annual Budget; and 10.1.8 The Joint Committee will approve the Annual Budget by no later than 1 February in each Financial Year. 10.2 If the Partner Authorities or the Joint Committee are unable to approve the draft Annual Budget for a Financial Year before 26 February in any year, the Joint Committee shall prepare perform its delegated functions and activities set out in paragraph 2 in conformity with the approved Annual Budget for the previous Financial Year subject to such adjustment for inflation as required under the terms of the Contracts and to meet any increased costs of employment of the existing staff of the DWP until such time as an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent is approved in accordance with this Paragraph 10. 10.3 At any time within a Financial Year the information for such fiscal year included in the Strategic Plan most recently approved pursuant Joint Committee may agree by a majority vote amendments to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including for that Financial Year to accommodate any Annual Budget prepared under Section 8.2(b)) shall utilize a format unforeseen change in circumstances and provide a level to assist the Joint Committee in achieving the performance of detail consistent its statutory functions and other activities in accordance with the Partnership's initial Aims and Objectives. 10.4 Where the Joint Committee is to consider amendments in accordance with paragraph 10.3 above, the Director shall forthwith notify the Chief Executive of each of the Partner Authorities of the proposed amendments to the Annual Budget. The Annual Budget for each year Each Partner Authority shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start have a period of 20 Business Days from receipt of the fiscal year covered by proposed amendments in which to consider them and to notify the Director that such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) amendments require the amount approval of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with the Partnership's financial statementsPartner Authority. 10.5 Where no Partner Authorities serve notice (bin accordance with paragraph 10.4) If for any fiscal year on the Partnership Governance Director the Joint Committee may implement such proposed amendment. 10.6 Where one or more of the Partner Authorities has failed notified the Director that it needs to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Planthe proposed amendments, the Executive Officers Joint Committee shall not implement such proposed amendments unless and until the notifying Partner Authority has approved the proposed amendments and informed the Director that it has approved such proposed amendments. 10.7 The Partner Authorities shall each pay their contribution of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent to the Host Authority in accordance with the projections clause 32 and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control schedule 5 of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7Agreement.

Annual Budget. The Board of Managers or a committee duly appointed by the Board of Managers, which committee must include the Manager appointed by the GCI Member under Section 7.2 (athe “Budget Committee”) The Executive Officers will require the appropriate officers, employees and representatives of the Partnership shall Company to prepare and present an Annual Budget for the Company and its subsidiaries at least ninety (each, an "Annual Budget"90) for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each calendar days in advance of the beginning of the applicable Fiscal Year. [a] Each Annual Budget shall be consistent with cover a one-year period corresponding to a Fiscal Year, provided that the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the first Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with cover the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start of the fiscal year covered by such budget12-month period commencing January 1, 2007. Each Annual Budget shall incorporate (i) a include an income statement prepared on an accrual basis which shall show in reasonable detail the revenues and expenses projected income statement, balance sheet for the operations of the Company and its subsidiaries for the forthcoming Fiscal Year and a cash flow statementstatement which shall show in reasonable detail the receipts and disbursements projected for the operations of Company and its subsidiaries for the forthcoming Fiscal Year, (ii) the amount of any corresponding cash deficiency or surplus surplus, and (iii) the estimated amountcontemplated borrowings under credit facilities, if any, and expected timing for all required capital contributions. Each proposed [b] Such Annual Budget shall be prepared on a basis consistent with the Partnership's financial statements. (b) statements of the Company and its subsidiaries and GAAP. The Board of Managers or the Budget Committee shall review and discuss the proposed Annual Budget in consultation with the appropriate officers, employees and representatives of the Company. The proposed Annual Budget shall be deemed approved if a majority of the Managers then in office approve the Annual Budget, or if approved by a majority of the members of the Budget Committee. If such approval is obtained, then such Annual Budget shall for all purposes of this Agreement constitute the Annual Budget and shall supersede any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Planpreviously approved Annual Budget. If such approval is not obtained, then, subject to Section 8.5until a new budget is approved, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with for the projections and other information Company for that year included the immediately preceding Fiscal Year will remain in effect, adjusted (without duplication) to reflect the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that following increases or decreases: [i] the CEO, acting operation of escalation or de-escalation provisions in good faith, shall be entitled to modify any such Annual Budget contracts then in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from effect solely as a result of the passage of time or contracts entered into pursuant to an approved Annual Budget or the occurrence of events beyond the control of the Partnership; providedCompany, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable contracts are still in effect; [ii] elections made in any prior year under contracts contemplated by the Partnership Annual Budget for the prior year regardless of which party to continue or complete such contracts makes such election; [iii] the effect of the existence of any such capital project multi-year contract entered into in accordance with a previous budget to the extent not fully reflected in the last Strategic Plan that was approved prior year's Annual Budget; [iv] increases or decreases in expenses attributable to the annualized effect of employee additions or reductions during the prior year contemplated by the Partnership Governance Committee pursuant Annual Budget for the prior year; [v] interest expense attributable to Section 6.7.any loans; [vi] increases or decreases in overhead expenses in an amount equal to the total of overhead expenses reflected in the Annual Budget for the prior year (excluding non-recurring items) multiplied by the percentage increase or decrease in the U.S. Department of Labor Bureau of Labor Statistics Consumer Price Index for all Urban Consumers or a successor index for the prior Fiscal Year (but in no event will such change be more than 10% of the corresponding items in the prior Annual Budget); and [vii] decreases in expenses attributable to non-recurring items reflected in the prior year's Annual Budget. [c] The initial Annual Budget shall be attached hereto as Exhibit E.

Annual Budget. (a) The Executive Officers of the Partnership shall prepare an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for fiscal 2005 has been agreed upon by the parties before the execution of this Professional Business Management Agreement. Thereafter, annually and at least thirty (30) days prior to the commencement of each fiscal year of the Practice, the Professional Business Manager, in consultation with the Practice, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Partnership Governance Committee for approval at least 60 days prior Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the start beginning of the fiscal year, until an agreement is reached, the Budget for the prior year covered shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by such budget. Each Annual Budget shall incorporate one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) a projected income statementthe percentage by which the Adjusted Gross Revenue in the current year, balance sheet and a cash flow statementexcluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the amount of any corresponding cash deficiency increase or surplus decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the estimated amountproportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, if anynotwithstanding the above, and expected timing for all required capital contributions. Each proposed Annual no change in an adopted Budget shall be prepared on a basis consistent with the Partnership's financial statements. (b) If for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish contrary to the Partnership Governance Committee) terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Annual Budget consistent with the projections and other information for that year included Management Fee expressly agreed to herein, unless approved in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting advance in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved writing by the Partnership Governance Committee pursuant to Section 6.7Parties hereto.

Annual Budget. (a) The Executive Officers of the Partnership shall prepare an initial Annual Budget for the remainder of calendar year 2018 for the period beginning on the Effective Date and ending on December 31, 2018, including the related variances, is attached hereto as Exhibit C-1 (each, an "the “Initial Annual Budget") ”). For each Fiscal Year thereafter, the General Partner shall be responsible for each fiscal yearpreparing and submitting to the Board for approval as a Major Decision a proposed updated Annual Budget, including an Operating Budget and Capital Expenditure the related variances. “Annual Budget; provided that each ” means a budget approved in accordance with this Agreement. The Annual Budget shall be consistent prepared by the General Partner in accordance with the information Budget Development Protocols (including the preparation of the back-up materials on the timetable set forth therein) set forth in Exhibit C-2. The Annual Budget for such fiscal year included each Fiscal Year shall be prepared with the same detail and line items as set forth in the Strategic Plan most recently approved pursuant Initial Annual Budget and such other detail as Board Members appointed by the Preferred Partners may reasonably request. In connection with the review of a proposed Annual Budget, the Board Members appointed by the Preferred Partners may reasonably request additional information regarding the materials supporting the proposed Annual Budget or such other information as is necessary or desirable to Section 6.7; enable review of such proposed Annual Budget, and providedthe General Partner shall provide such requested information. The Board Members appointed by the Preferred Partners shall consent to or reject the proposed Annual Budget, furtheror request additional information, within ten (10) Business Days following (i) receipt of such proposed Annual Budget or (ii) receipt of all additional information that unless provided otherwise is, in the most recently approved Strategic Plandetermination of the Board Members appointed by the Preferred Partners, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level necessary or desirable to enable review of detail consistent with the Partnership's initial such proposed Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared and submitted annually by the General Partner no later than December 10 for the next Fiscal Year. The Annual Budget for each Fiscal Year shall include the projected use of the Pre-Funded Expense Account, including as shown on a basis consistent Exhibit C-1 for the four Fiscal Quarters comprising such Fiscal Year. In connection with the Partnership's financial statements. (b) If submission of the Annual Budget, the General Partner shall also prepare and submit to the Board an annual business plan for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Planand its Subsidiaries including a responsible five-year forecast for the Partnership’s operations including the operating metrics set forth in Exhibit C-4. The Board Members appointed by the Preferred Partners, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faithor their designated representative, shall be entitled provided reasonable access to modify any such all information, data, reports, models, and analyses relied on in developing the Annual Budget in order to satisfy current contractual Plan (including, for the avoidance of doubt, all financial and compliance obligations silvicultural assumptions, constraints, supporting stand level data, merchantable timber volumes, pre-merchantable acres by species and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; providedage class, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved and acres by the Partnership Governance Committee pursuant to Section 6.7land classification).

Annual Budget. The Manager will, within one hundred twenty (120) days ------------- after the date hereof and within thirty (30) days prior to the end of each calendar year thereafter, submit a preliminary budget which reflects on a monthly basis the estimated receipts, disbursements, operational expenditures and capital expenditures for the ensuing calendar year and which will include: (a) The Executive Officers a schedule projecting amounts to be collected as Maintenance Charges from owners of the Partnership shall prepare an Annual Budget Property; (eachb) a schedule of amounts which the Manager estimates will be spent for salaries, an repairs, maintenance, replacements and capital improvements; and (c) any other item reasonably requested by the Owner. The preliminary budget will be submitted in writing to the Owner for approval and the Owner will have the right to make any changes thereto and finalize the budget in form satisfactory to the Owner in the Owner's sole discretion (hereafter the "Annual Budget") for each fiscal year, including an Operating ). The Owner will inform the Manager of any change to the preliminary budget submitted by the Manager before commencement of the period covered by the Annual Budget and Capital Expenditure Budget; provided that each the Annual Budget shall be consistent with constitute the standard pursuant to which the Manager will operate the Common Areas of the Property during the ensuing calendar year. The Manager will thereafter prepare and deliver to the Owner prior to the beginning of each quarter during the ensuing year any changes in the information for such fiscal year included and estimates contained in the Strategic Plan most recently approved pursuant Annual Budget necessary to Section 6.7; and provided, further, that unless provided otherwise in reflect current conditions. At the most recently approved Strategic Plansole option of the Owner, the Annual Budget Budget, as amended, will thereafter constitute the standard pursuant to which the Manager will operate the Common Areas of the Property. The Manager will not, without the prior written consent of the Owner, incur any non-utility expense in the operation, maintenance and management of the Common Areas of the Property which would, if annualized, exceed by five percent (including 5%) or more any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level single annualized amount allocated to the particular classification of detail consistent with expense in the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with the Partnership's financial statements. (b) If for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7.

Annual Budget. Not later than December 31st or 30 days after receipt of a request from East Hants in each Operating Year, the Association shall deliver a detailed proposed Annual Budget for the Facility which shall be informed by any Facility Condition Assessment and contain: (a) The Executive Officers of the Partnership shall prepare an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate including: (i) projections of anticipated revenues (including a projected income statement, balance sheet and a cash flow statement, breakdown of use by user groups where applicable); (ii) proposed user charges for the amount of any corresponding cash deficiency or surplus and Facility for the upcoming Operating Year; (iii) operating and maintenance expenses; and (iv) a complete and accurate inventory of all FF&E and all personal property at the estimated amountFacility including computers, if anychairs, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with the Partnership's financial statementstables, etc. (b) If a Capital Budget for any fiscal the next Operating Year which shall: (i) be based on a Capital Work program which shall: - include work plans, priorities, budgets and funding estimates; - be determined having regard to the age and “good state of repair”; - be sufficient to enable the Facility to continuously meet the Laws and Approvals; and - be consistent with good industry practice. (ii) set out the estimated amount of Capital Expenditures required for the Capital Work proposed to be completed under the Capital Work program during the next Operational Year. (c) a 5-year strategic plan for financing service level improvements and alterations to the Partnership Governance Committee has failed Facility as a planning guide for future service level improvements and alterations to approve an the Facility, to be updated Strategic Plan, then, subject to Section 8.5, annually. As part of setting the proposed budget for such year and each subsequent year prior to approval of an updated Strategic Planthe Facility, the Executive Officers Association and East Hants staff shall jointly review the proposed Annual Budget for the Facility to agree upon the priorities for operations and to discuss potential alternatives available with respect to capital projects and ensure alignment with Council priorities and Council’s direction on East Hants’ annual budget. Where directed by East Hants in consultation with the Association, the Association shall include in its Annual Budget the implementation of initiatives associated with the Partnership Parks, Recreation and Culture master plans and Council priorities. East Hants shall prepare (and promptly furnish provide such initiatives to the Partnership Governance CommitteeAssociation at least thirty (30) days before the Annual Budget consistent with is due to be provided by the projections and other information for that year included in the Strategic Plan most recently approved Association pursuant to Section 6.7; provided, however, that this Article 8.1. East Hants shall advise the CEOAssociation of any changes required by East Hants, acting in good faithreasonably, to the proposed Annual Budget for the Facility and, within one (1) month thereafter, the Association shall submit to East Hants a revised budget reflecting the changes required by East Hants. The final proposed Annual Budget for the Facility will subsequently be included within East Hants’ annual budget for consideration by East Hants Council and the Association shall be entitled prepared to modify any such present to East Hants Council if requested, and to answer questions of councilors with respect to the proposed Annual Budget for the Facility. The proposed Annual Budget, or revised budget, as the case may be, approved by East Hants in order to satisfy current contractual writing shall constitute an approved operating budget for the Facility (“Operating Budget”) for the purposes of expenditures for operations and compliance obligations and to account maintenance for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; providedapplicable Operating Year, further, that the CEO but shall not be authorized considered authorization for the Association to cause undertake any Capital Expenditure (all of which must be specifically approved in writing by East Hants). If, during any Operating Year, the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except Association proposes changes to the extent that such expenditures would enable Facility’s operation outside of the Partnership approved Operating Budget and Business Plan to continue or complete any such capital project reflected in support the last Strategic Plan that was approved proposed operational change shall be provided to East Hants and will require approval by the Partnership Governance Committee pursuant to Section 6.7Council.

Annual Budget. (a) The Executive Officers of the Partnership eExecutive Directors shall prepare an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal every year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 by no later than 90 days prior to the start of the fiscal financial year covered of the Company, submit to the Shareholder for approval a proposed Annual Budget for the Company, in the form and level of detail determined by such budgetthe Board from time to time. Each The Annual Budget shall incorporate (i) include but not be limited to: a projected income statement, balance sheet and a cash flow statementstatement for the ensuing financial year; and a capital expenditure programme specifying amounts outstanding on approved capital expenditure brought forward from the prior year as well as proposed future capital expenditure commitments of the Company. The Board shall evaluate, (ii) amend and approve the amount proposed Annual Budget no later than 30 days before the start of the financial year, taking into account any corresponding cash deficiency or surplus recommendations and (iii) amendments of the estimated amount, if any, and expected timing for all required capital contributionsShareholder. Each proposed The Annual Budget shall be prepared considerate of the following effectiveness, efficiency and funding factors: Tthe need for isolating and eliminating as far as possible duplications on expenditure items to those of the shareholder; Tthe need to optimise service delivery utilising available resources; and Tthe need tofor generate revenue forto the municipalityCompany and ultimately the Shareholder. Until such time as the new Annual Budget has been approved in accordance with this clause 12.1, the previous Annual Budget will be applied by the Board and will be binding on the Parties as if it had been approved in accordance with this clause 12. The Board shall no later than 7 (seven) Business Days after the end of each month submit to the Shareholder a basis consistent with statement on the Partnership's state of the current Annual Budget reflecting actual earnings and expenditure for that month and for the financial statements. (b) If for any fiscal year up to the Partnership Governance end of that month. The draft aAnnual bBudget of the Company shall be considered by the Group Technical Budget Forum chaired by the Parent Municipality’s Chief Financial Officer and the Budget, IDP and Performance Steering Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year chaired by the responsible Member of the Mayoral Committee prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved final consideration by the Partnership Governance Committee pursuant to Section 6.7Board and approval by the Shareholder.

Annual Budget. (a) The Executive Officers of Members have unanimously approved the Partnership shall prepare an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at Company covering the period from the Effective Date through December 31, 2013, a copy of which is attached hereto as Exhibit F. At least 60 days prior to the start commencement of each Fiscal Year, commencing with the Fiscal Year beginning January 1, 2014, the Managing Member shall submit a proposed revised and updated Annual Budget for the Company for the period of time commencing on January 1 of the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a upcoming Fiscal Year and extending through the projected income statement, balance sheet and a cash flow statement, (ii) term of the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with the Partnership's financial statementsCompany. (b) The Executive Committee shall review and, if acceptable, approve the proposed Annual Budget to the extent required under Section 7.3(b)(i). A proposed Annual Budget shall not become effective, however, until such Annual Budget has been approved by the Executive Committee. (c) If for any fiscal year the Partnership Governance Executive Committee has failed fails to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year a proposed Annual Budget prior to approval the commencement of an updated Strategic Plana particular Fiscal Year, then pending a final resolution of the dispute with respect to such Annual Budget, the Managing Member shall continue to manage, maintain, supervise, direct, and operate the Company, but all expenditures must be approved by the Executive Officers of Committee except for those non-controllable expenditures that are required to be paid in order to keep the Partnership shall prepare Company operating (i.e., payroll costs, utility costs, insurance costs, taxes, and promptly furnish similar costs and expenses). (d) After an Annual Budget has been approved, the Managing Member has the right from time to time during the Partnership Governance Committee) applicable Fiscal Year to revise the Annual Budget consistent with to the projections and other information Executive Committee for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify its approval. If Executive Committee approval of any such revision is required under Section 7.3(b)(i), such proposed revision to the Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was effective until approved by the Partnership Governance Committee pursuant to Section 6.7Executive Committee. Once approved, such revisions shall be incorporated in and become part of the approved Annual Budget.

Annual Budget. Not later than forty-five (a45) The Executive Officers of the Partnership shall prepare an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start commencement of each Fiscal Year, Lessee shall submit the fiscal year covered by such budget. Each Annual Budget shall incorporate following Budgets to Lessor: (ia) a projected income statementAn operating budget ("Operating Budget") prepared in accordance with this Section 3.6(a), balance sheet and a cash flow statement, (ii) in substantially the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual form attached hereto as Exhibit E. The Operating Budget shall be prepared in good faith and otherwise in accordance with the Uniform System to the extent applicable and shall show by month and quarter and for the full Fiscal Year in the degree of detail specified by the Uniform System, the following: (i) Lessee's reasonable estimate of Gross Revenues (including room rates and Room Revenues, food, beverage and other revenues as applicable), Gross Operating Expenses, and Gross Operating Profits for the forthcoming Fiscal Year itemized on schedules on a quarterly basis consistent as approved by Lessor and Lessee, as same may be revised or replaced from time to time by Lessee and approved by Lessor, together with the Partnershipassumptions, in narrative form, forming the basis of such schedules. (ii) A reasonable estimate of the amounts to be dedicated to routine, non- capital repair and maintenance; and (iii) A cash flow projection. (iv) Lessee's financial statementsreasonable estimate of Percentage Rent by quarter for the Fiscal Year, and (v) A narrative description of the program for advertising and marketing the Facility for the forthcoming Fiscal Year containing a detailed budget itemization of the proposed advertising expenditures by category and the assumptions, in narrative form, forming the basis of such budget itemizations. (b) If for any fiscal year A capital budget ("Capital Budget") in substantially the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval form of an updated Strategic Plan, the Executive Officers Exhibit F hereto (which shall not exceed five percent (5%) of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects estimated Room Revenues except to the extent that such expenditures would enable otherwise required in Article XXXIX), containing a description in reasonable detail of the Partnership proposed Capital Improvements and an estimate of all amounts Lessor will be requested to continue provide for Capital Improvements to the Facility or complete any such capital project reflected of its components for the Fiscal Year. The Capital Budget shall be prepared in accordance with the last Strategic Plan that was approved by Uniform System to the Partnership Governance Committee pursuant to Section 6.7extent applicable.

Annual Budget. The Officers shall be responsible for managing the day to day operations of the Partnership, subject to such limitations and directions as are provided by the General Partner. The Officers will annually prepare and submit to the General Partner the Annual Budget which the General Partner shall revise and otherwise modify in its sole discretion. Any material changes to the Annual Budget shall be made at the direction of, or with the approval by, the General Partner, in each case at the sole discretion of the General Partner. The General Partner shall have the right to revise any then-applicable Annual Budget at any time, in its sole discretion. In furtherance of the foregoing: (a) The Executive Officers of the Partnership shall prepare an Annual Budget for the period from the date of this Agreement through December 31, 2014 shall be approved in accordance with Section 6.2(c) (each, an "such approved Annual Budget", the “Initial Budget”). (b) for The Board of Directors shall review each fiscal yearAnnual Budget, including an Operating the Initial Budget, at least quarterly (or more frequently as determined by the Board of Directors, including upon any proposed project not currently in the Annual Budget requiring capital expenditures of $5 million during the capital year to which such Annual Budget relates) and Capital Expenditure Budget; provided that each the Annual Budget shall be amended or modified to reflect any amendments or modifications thereto approved or directed by the General Partner and as so modified or amended shall thereafter constitute the Annual Budget for the remainder of the calendar year to which such Annual Budget relates. (c) The Officers shall prepare or cause to be prepared and presented to the Board of Directors not later than December 1 of each calendar year (beginning December 1, 2014 (for calendar year 2015)) a draft Annual Budget for the next succeeding calendar year (the “Proposed Budget”) setting forth the anticipated revenues and expenses (including capital expenditures) of the Partnership for such calendar year in a format consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; Initial Budget, and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate which will include: (i) a projected monthly income statementstatements, balance sheet sheets and cash flow statements on a consolidated basis for the calendar year covered by such Proposed Budget and a cash flow statement, projected monthly income statement and capital expenditures for each major capital project; (ii) estimates of the amount expenditures covered by the proposed Annual Budget by budget category, in reasonable detail to identify the nature, scope and duration of any corresponding cash deficiency or surplus and the activity in question; (iii) estimates of the estimated amount, if any, schedule pursuant to which capital costs and expected timing for all required capital contributions. Each proposed expenses included in the Annual Budget shall are anticipated to be prepared on a basis consistent with incurred by the Partnership's financial statements; (iv) any other information reasonably requested in writing by the General Partner; (v) estimates of revenues and estimated returns on invested capital; (vi) progress on capital projects included in prior Annual Budgets, including any shortfalls or overages; and (vii) any costs and expenses estimated to be expended due to health, safety, security and environmental issues or any regulatory issues. (bd) Expenditures in an Annual Budget may extend over more than one calendar year because such expenditures represent activities or operations that require commitments in excess of one calendar year. Once such expenditures have been approved by the General Partner as part of an Annual Budget or included by the General Partner as part of an Annual Budget, unless the General Partner determines otherwise, such expenditures shall not be required to be resubmitted for approval on an annual or other periodic basis, but instead all such items, until completed, automatically shall be included in future Annual Budgets (subject to limits and amounts as previously approved) as items which have already been approved. (e) If the General Partner does not approve a Proposed Budget for any fiscal a calendar year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year on or prior to approval the December 20 preceding January 1 of an updated Strategic Planthe calendar year to which such Proposed Budget relates, the Executive Officers of shall use good faith efforts to prepare or to cause to be prepared a revised Proposed Budget for approval by the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7General Partner; provided, however, that the CEOGeneral Partner shall have the right to revise the Proposed Budget and to approve the Proposed Budget that it has revised, acting in good faith, each case in its sole discretion. Each Proposed Budget approved hereunder by the General Partner in accordance with Section 6.4 shall be entitled deemed an “Annual Budget.” (f) To the extent that any Proposed Budget is not approved by the General Partner in accordance with Section 6.4 by the January 1 of the calendar year to modify any which such Proposed Budget relates, then, until a Proposed Budget for such calendar year is approved by the General Partner, the most recent Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or prior year shall continue as the occurrence of events beyond the control of the PartnershipAnnual Budget for such calendar year; provided, furtherhowever, that (i) such existing Annual Budget will automatically be adjusted for such Fiscal Year to properly account for actual changes in non-discretionary changes such as taxes, insurance premiums, utility charges, debt service and maintenance and repair costs (including capital expenditures for maintenance and repair costs) and (ii) the CEO shall not be authorized to cause budgeted amount of capital expenditures for the General Partner and the Partnership to proceed with Group (other than capital expenditures to accomplish for maintenance and repair costs) shall be (A) for the first such Fiscal Year, 80% of the amount budgeted for capital enhancement projects except to the extent that expenditures in such expenditures would enable the Partnership to continue or complete existing Annual Budget and (B) for any such capital project reflected in the last Strategic Plan that was Fiscal Year thereafter, until an Annual Budget is approved by the General Partner, zero. (g) The Partnership Governance Committee shall not incur capital expenditures in excess of amounts set forth in the Annual Budget without prior approval of the General Partner, provided that the Partnership may expend without General Partner approval up to 10% in excess of the authorized amount for any category of capital expenditures during a calendar year (excluding any amounts included in the Annual Budget as line items for contingencies and overruns), such excess expenditures not to exceed in the aggregate 10% of the aggregate of the amount for capital expenditures set forth in the Annual Budget for such calendar year. Any variances from the Annual Budget for capital expenditures other than variances for capital expenditures within and not in excess of the 10% variance permitted herein year shall require the approval of the General Partner, and if so approved, each such variance shall be added to the Annual Budget for such calendar year which, as so amended, shall thereafter be the Annual Budget for such calendar year. The ten percent (10%) variance permitted herein shall be calculated with respect to the original amounts set forth in the Annual Budget or, once amended, the amended amount, provided that no expenditures incurred pursuant to Section 6.76.4(h) shall be deemed to be included in for purposes of calculating the ten percent (10%) permitted variance pursuant to this Section 6.4(g), nor shall any such expenditures be considered to be amounts expended in excess of the authorized amount of any Annual Budget for purposes of calculating the ten percent (10%) permitted variance. (h) Notwithstanding anything to the contrary in this Agreement, the Partnership is expressly authorized to make Emergency Expenditures and incur liabilities without prior authorization or approval when necessary or advisable, in the judgment of the senior executive Officer, subject to Prudent Industry Practices, to deal with emergencies, including explosions, fires, spills, or any other similar event, which may endanger property, lives, or the environment. The senior executive Officer shall as soon as practicable report to the General Partner the nature of any such emergency which arises, the measures he intends to take in respect of such emergency and the estimated related expenditures.

Annual Budget. Not later than sixty (60) days after the date of this Agreement (with respect to the Annual Budget for the Fiscal Year ending December 31, 2008) and November 1st of each year beginning in 2008, the Managing Member shall deliver to the Executive Committee a draft annual budget (a) for each Property (or each Subsidiary holding such Property) and (b) for the Company on a consolidated basis, in each case for the upcoming Fiscal Year. The draft annual budget will be reviewed by the Executive Officers Committee for approval as to form and content, and the Executive Committee will advise the Managing Member of the Partnership Executive Committee’s comments, if any, with respect thereto. Within ten (10) Business Days following receipt of the Executive Committee’s comments, the Managing Member shall prepare revise the draft annual budget to incorporate the comments of the Executive Committee and such revised annual budget, if approved by the Executive Committee as a Major Decision, shall be the “Annual Budget” for the next succeeding Fiscal Year (or the Fiscal Year ending December 31, 2008, in the case of the initial Annual Budget). After an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Planhas been approved, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) Managing Member shall utilize a format implement it on behalf of the Company and provide a level of detail consistent with may incur the Partnership's initial Annual Budgetexpenditures and obligations therein provided. The initial Annual Budget for each year any future Properties acquired by the Company pursuant to the Qualified Future Asset Investment Agreement shall be prepared and submitted to the Partnership Governance Executive Committee for approval at least 60 thirty (30) days prior to the start anticipated closing date of the fiscal year covered by such budgetsaid Property. Each If any Annual Budget for any Fiscal Year after 2008 has not been approved by January 1 of such year, the Company shall incorporate continue to operate under the Annual Budget for the previous year with such adjustments as may be necessary to reflect (i) a projected income statement, balance sheet and a cash flow statement, (iia) the amount deletion of any corresponding cash deficiency or surplus and (iii) non-recurring expense items set forth on the estimated amount, if any, and expected timing for all required capital contributions. Each proposed previous Annual Budget shall be prepared on a basis consistent with the Partnership's financial statements. and (b) If for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Planincreased insurance costs, thentaxes, subject to Section 8.5utility costs, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7debt service payments; provided, however, that the CEO, acting in good faith, no capital expenditures (other than deposits into any capital reserve accounts) shall be entitled to modify made for such Fiscal Year until an Annual Budget for such Fiscal Year is approved, unless the Executive Committee otherwise specifically consents thereto in writing. The Managing Member may make expenditures for any such line items in an Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control excess of the Partnershipamount set forth therefor in any then-current Annual Budget (“Permitted Excess Line Item Expenditures”) so long as such excess expenditures, as to any line item, do not exceed ten percent (10%) above the amount of such line item in the then-current Annual Budget and so long as the aggregate amount of Permitted Excess Line Item Expenditures does not exceed five percent (5%) above the total amount of expenditures provided for in the then-current Annual Budget; provided, provided further, that the CEO shall not be authorized however, if emergency actions with respect to cause the Partnership a Property are necessary to proceed with capital expenditures to accomplish capital enhancement projects except avoid imminent danger of damage or injury to the extent that Property or to an individual, the Managing Member may make such expenditures would enable as may be necessary to alleviate such situation and shall promptly notify the Partnership Executive Committee and the Members of the event giving rise to continue or complete any such capital project reflected in repairs and the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7actions taken with respect thereto.

Annual Budget. (a) The Executive Officers of the Partnership shall prepare an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for fiscal 2005 has been agreed upon by the parties before the execution of this Retail Business Management Agreement. Thereafter, annually and at least thirty (30) days prior to the commencement of each fiscal year of the Practice, the Retail Business Manager, in consultation with the Practice, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Partnership Governance Committee for approval at least 60 days prior Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the start beginning of the fiscal year, until an agreement is reached, the Budget for the prior year covered shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Retail Business Management Agreement) increased or decreased by such budget. Each Annual Budget shall incorporate one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) a projected income statementthe percentage by which the Adjusted Gross Revenue in the current year, balance sheet and a cash flow statementexcluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the amount of any corresponding cash deficiency increase or surplus decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the estimated amountproportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, if anynotwithstanding the above, and expected timing for all required capital contributions. Each proposed Annual no change in an adopted Budget shall be prepared on a basis consistent with the Partnership's financial statements. (b) If for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish contrary to the Partnership Governance Committee) terms and spirit of this Agreement nor shall it have any effect on the Annual Budget consistent with the projections and other information for that year included Management Fee expressly agreed to herein, unless approved in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting advance in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved writing by the Partnership Governance Committee pursuant to Section 6.7Parties hereto.

Annual Budget. (a) The Executive Officers President and the Treasurer of the Partnership Company have proposed an annual operating and capital budget for the Company for the Fiscal Year ending September 30, 1997 (for such Fiscal Year and each subsequent Fiscal Year, the "ANNUAL BUDGET"). The proposed annual operating and capital budget shall prepare an Annual Budget (each, an "be deemed approved by the Governing Board upon the execution of this Agreement as the 1997 Annual Budget". (b) for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with After the information for such fiscal year included in adoption of the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year the Company, the President and the Treasurer of the Company shall prepare or cause to be prepared a proposed Annual Budget for the Company for the succeeding Fiscal Year containing the information set forth on Schedule S-3 which shall be submitted to the Partnership Governance Committee Governing Board for consideration and approval at least 60 within 30 days prior to after the start of September 30 immediately preceding such Fiscal Year. Upon approval by the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statementGoverning Board, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with become the Partnership's financial statementsAnnual Budget for the next succeeding Fiscal Year. (bc) If for any fiscal year the Partnership Governance Committee has failed Governing Board is unable to agree on the Annual Budget, then until such time as the Governing Board is able to adopt and approve an updated Strategic PlanAnnual Budget, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with shall consist of the projections and other information for that year included items in the Strategic Plan most recently proposed Annual Budget which are not in dispute and, with respect to those items in dispute, the items and amounts in the prior year's Annual Budget shall be deemed to constitute the approved pursuant to Section 6.7amounts in the Annual Budget, as the case may be; provided, however, that the CEO, acting in good faith, amount budgeted for acquisitions or financing for the then-current Fiscal Year shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, amount 29 29 that the CEO parties are able to agree upon or, if they are unable to agree, then these amounts shall not be authorized zero for the then-current Fiscal Year unless necessary for ongoing operations. Notwithstanding anything contained herein to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except contrary, to the extent that such expenditures would enable an expenditure is required to be made pursuant to a legally binding obligation of the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was Company which has been previously approved by the Partnership Governance Committee Governing Board or the Members (or not required to be approved pursuant to this Agreement) or to the extent that any such expenditure is beyond the Company's control, such as utility costs, taxes and insurance premiums, then the approved Annual Budget for the current fiscal year shall be deemed to include such expenditure. (d) Upon approval of an Annual Budget by the Governing Board, the Company shall, and the officers of the Company shall cause the Company to, conduct its operations in accordance therewith, and no modifications shall be made except in accordance with Section 6.78.2.

Annual Budget. (a) The Executive Officers of the Partnership executive Directors shall prepare an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal every year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 by no later than 90 days prior to the start of the fiscal financial year covered of the Company, submit to the Shareholder for approval a proposed Annual Budget for the Company, in the form and level of detail determined by such budgetthe Board from time to time. Each The Annual Budget shall incorporate (i) include but not be limited to: a projected income statement, balance sheet and a cash flow statementstatement for the ensuing financial year; and a capital expenditure programme specifying amounts outstanding on approved capital expenditure brought forward from the prior year as well as proposed future capital expenditure commitments of the Company. The Board shall evaluate, (ii) amend and approve the amount proposed Annual Budget no later than 30 days before the start of the financial year, taking into account any corresponding cash deficiency or surplus recommendations and (iii) amendments of the estimated amount, if any, and expected timing for all required capital contributionsShareholder. Each proposed The Annual Budget shall be prepared considerate of the following effectiveness, efficiency and funding factors: the need for isolating and eliminating as far as possible duplications on expenditure items to those of the shareholder; the need to optimise service delivery utilising available resources; and the need to generate revenue for the Company and ultimately the Shareholder. Until such time as the new Annual Budget has been approved in accordance with this clause 13.1, the previous Annual Budget will be applied by the Board and will be binding on the Parties as if it had been approved in accordance with this clause 13. The Board shall no later than 7 (seven) Business Days after the end of each month submit to the Shareholder a basis consistent with statement on the Partnership's state of the current Annual Budget reflecting actual earnings and expenditure for that month and for the financial statements. (b) If for any fiscal year up to the Partnership Governance end of that month. The draft Annual Budget of the Company shall be considered by the Group Technical Budget Forum chaired by the Parent Municipality’s Chief Financial Officer and the Budget, IDP and Performance Steering Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year chaired by the responsible Member of the Mayoral Committee prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved final consideration by the Partnership Governance Committee pursuant to Section 6.7Board and approval by the Shareholder.

Annual Budget. (a) The Executive Officers Within forty-five (45) days after the date of this Agreement, the President and the Treasurer of the Partnership Company shall prepare an Annual Budget or cause to be prepared a proposed annual operating and capital budget for the Company for the Fiscal Year ending December 31, 1997 (eachfor such Fiscal Year and each subsequent Fiscal Year, an the "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with containing the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budgetset forth on Schedule 8.3. The Annual Budget for each year proposed annual operating and capital budget shall be submitted to the Partnership Governance Committee Governing Board for consideration and approval. Upon approval at least 60 days prior to by the start of Governing Board, the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with become the Partnership's financial statements1997 Annual Budget. (b) If After the adoption of the initial Annual Budget for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic PlanCompany, the Executive Officers President and the Treasurer of the Partnership Company shall similarly prepare (and promptly furnish or cause to be prepared a proposed Annual Budget for the Company for the succeeding Fiscal Year which shall be submitted to the Partnership Governance Committee) Governing Board for consideration and approval on or before the December 31 immediately preceding the next Fiscal Year. Upon approval by the Governing Board, the proposed Annual Budget shall become the Annual Budget consistent with for the projections next succeeding Fiscal Year. (c) If the Governing Board is unable to agree on the Annual Budget, then until such time as the Governing Board is able to adopt and other information for that year included approve an Annual Budget, the Annual Budget shall consist of the items in the Strategic Plan most recently proposed Annual Budget which are not in dispute and, with respect to those items in dispute, the items and amounts in the prior year's Annual Budget shall be deemed to constitute the approved pursuant to Section 6.7amounts in the Annual Budget, as the case may be; provided, however, that the CEO, acting in good faith, amount budgeted for acquisitions or financing for the then-current Fiscal Year shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, amount that the CEO parties are able to agree upon or, if they are unable to agree, then these amounts shall not be authorized zero for the then-current Fiscal Year unless necessary for ongoing operations. Notwithstanding anything contained herein to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except contrary, to the extent that such expenditures would enable an expenditure is required to be made pursuant to a legally binding obligation of the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was Company which has been previously approved by the Partnership Governance Committee Governing Board or the Members (or not required to be approved pursuant to this Agreement) or to the extent that any such expenditure is beyond the Company's control, such as utility costs, taxes and insurance premiums, then the approved Annual Budget for the current fiscal year shall be deemed to include such expenditure. (d) Upon approval of an Annual Budget by the Governing Board, the Company shall, and the officers of the Company shall cause the Company to, conduct its operations in accordance therewith, and no modifications shall be made except in accordance with Section 6.78.2.

Annual Budget. The Managing Partner shall prepare (aor cause to be prepared) The Executive Officers an annual operating budget for the Partnership (such annual budget as Approved by the Partners and as amended from time to time with the Approval of the Partnership shall prepare an Annual Budget (each, an Partners being referred to herein as the "Annual Budget"), which shall include, among other things, budgeted revenues (including contemplated proceeds of capital transactions) and expenses, projected capital improvements, repairs or replacements, reserves, and a pro forma cash flow projection for each fiscal the Project for such year, including an Operating Budget and Capital Expenditure Budget; provided that each . The Annual Budget shall be consistent with the information for accompanied by notes or other narrative setting forth in reasonable detail any material assumptions made or relied upon in generating such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budgetbudget. The Annual Budget for initially shall be prepared (or caused to be prepared) each year shall be submitted in proposed form by the Managing Partner and delivered to the Partnership Governance Committee Partners no later than November 15 of the year preceding the year for approval which such Budget is to be effective. The partners or their Representatives shall diligently review such proposed budget and meet to review and discuss such budget no later than December 15 of such year. If any Partner, through its Representatives, makes written objections to, or comments on, the proposed Annual Budget on or before such meeting, or at least 60 days any time thereafter prior to Approval of such budget by the start Partners, the Partners shall use their best and good faith efforts to agree as soon as possible on a revised Annual Budget acceptable to both Partners. The Managing Partner shall have no authority to undertake or implement the actions described in, or operate the Partnership in accordance with, any proposed Annual Budget, as revised by the Partners, until such Annual Budget has been Approved by the Partners. The Managing Partner may, however, on its own initiative propose for the Partners, consideration amendments or modifications to any Annual Budget previously approved by the Partners as, in the Managing Partner's reasonable discretion, are necessary or desirable due to changed or uncontemplated business conditions or other circumstances or considerati6ns. If, after following the procedure set forth in this Section 10.3, the Partners are unable to approve the Annual Budget for the ensuing fiscal year by January I of such year, then, pending Approval of the fiscal year covered Annual Budget, the Managing Partner shall continue to operate the Partnership in a manner which is as consistent as possible with the previous year's Annual Budget, as most recently revised, with suitable adjustments in revenues and expenses as dictated by such budgetinflationary factors or as otherwise dictated by necessary changes in operations. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed The first Annual Budget shall be prepared for the remainder of the year in which the Rent Commencement Date (as defined in the C&P Lease) occurs, and shall be prepared and Approved on a basis consistent with timetable analogous to that described above as if the Partnership's financial statements. (b) If for any fiscal year Rent Commencement Date were the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers beginning of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7year.

Annual Budget. The Manager will, within one hundred twenty (120) days after the date hereof and within thirty (30) days prior to the end of each calendar year thereafter, submit a preliminary budget which reflects on a monthly basis the estimated receipts, disbursements, operational expenditures and capital expenditures for the ensuing calendar year and which will include: (a) The Executive Officers a schedule projecting amounts to be collected as Maintenance Charges from owners of the Partnership shall prepare an Annual Budget Property; (eachb) a schedule of amounts which the Manager estimates will be spent for salaries, an repairs, maintenance, replacements and capital improvements; and (c) any other item reasonably requested by the Owner. The preliminary budget will be submitted in writing to the Owner for approval and the Owner will have the right to make any changes thereto and finalize the budget in form satisfactory to the Owner in the Owner's sole discretion (hereafter the "Annual Budget") for each fiscal year, including an Operating ). The Owner will inform the Manager of any change to the preliminary budget submitted by the Manager before commencement of the period covered by the Annual Budget and Capital Expenditure Budget; provided that each the Annual Budget shall be consistent with constitute the standard pursuant to which the Manager will operate the Common Areas of the Property during the ensuing calendar year. The Manager will thereafter prepare and deliver to the Owner prior to the beginning of each quarter during the ensuing year any changes in the information for such fiscal year included and estimates contained in the Strategic Plan most recently approved pursuant Annual Budget necessary to Section 6.7; and provided, further, that unless provided otherwise in reflect current conditions. At the most recently approved Strategic Plansole option of the Owner, the Annual Budget Budget, as amended, will thereafter constitute the standard pursuant to which the Manager will operate the Common Areas of the Property. The Manager will not, without the prior written consent of the Owner, incur any non-utility expense in the operation, maintenance and management of the Common Areas of the Property which would, if annualized, exceed by five percent (including 5%) or more any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level single annualized amount allocated to the particular classification of detail consistent with expense in the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with the Partnership's financial statements. (b) If for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7.

Annual Budget. (a) The Executive Officers of the Partnership shall prepare an Annual Budget (each, an "“Annual Budget"”) for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's ’s initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 30 days prior to the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with the file Partnership's ’s financial statements. (b) If for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7. (c) Each “Operating Budget” shall constitute an estimate for each applicable period of all operating income, which shall include expenses required to maintain, repair and restore to good and usable condition the Partnership’s assets. (d) Each “Capital Expenditure Budget” shall constitute an estimate for the applicable period of the capital expenditures required to (i) accomplish capital enhancement projects included in the most recently approved Strategic Plan, (ii) maintain and preserve the Partnership’s assets in good operating condition and repair and (iii) achieve or maintain compliance with any HSE Law.

Annual Budget. (a) The Executive Officers of For each Agreement Year and partial Fiscal Year from and after the Partnership shall prepare an Annual Budget (eachFinal Completion Date, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent the Concessionaire will file with the information Department an operating plan and annual budget for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize Project on a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval cash flow basis at least 60 days Days prior to the start of the fiscal year covered by such budgetthereof (an “Annual Budget”). Each Annual Budget shall incorporate will be in a form reasonably acceptable to the Department and show in reasonable detail in respect of such full or partial Agreement Year: (i) a projected income statement, balance sheet and a cash flow statement, traffic; (ii) the amount of any corresponding cash deficiency or surplus and projected Gross Revenues, including Toll Revenues; (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent projected Operating Costs broken down in accordance with the Partnership's financial statementsdefinition of Operating Costs; (iv) projected costs of Major Maintenance pursuant to the approved Life Cycle Maintenance Plan in accordance with Section 9.04; (v) projected debt service and other amounts payable with respect to Concessionaire Debt, including Senior Concessionaire Debt, TIFIA debt service, VTIB debt service, Subordinate Debt, TIFIA Revenue Sharing Amount, required deposits to each reserve funds held for benefit of the Project Lenders; (vi) projected Major Maintenance Reserve Fund deposits and withdrawals; (vii) the Annual Transit Investment payments; (viii) projected Distributions; and (ix) for each Fiscal Year after the Concessionaire has achieved the Initial IRR to the Agreement Year in which the Concessionaire achieves the Highest Revenue Share IRR, the date on which the Concessionaire expects to achieve the Highest Revenue Share IRR. (b) If for The Concessionaire will provide within 30 days of such request, any fiscal year other information as the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers Department may reasonably require in connection with its review of the Partnership shall prepare Annual Budget, including: (and promptly furnish i) any amendments to operating budgets pursuant to the Partnership Governance CommitteeO&M Agreement; and (ii) any budgets related to the Shared Facilities Agreement. (c) The Department’s Authorized Representative shall notify the Concessionaire in writing that the Annual Budget consistent with the projections and other information for that year included is in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except a form reasonably acceptable to the extent that such expenditures would enable Department and shows in reasonable detail the Partnership to continue or complete any such capital project reflected information required in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to this Section 6.79.08.

Annual Budget. (a) The Executive Officers President and the Treasurer of the Partnership shall prepare Company have proposed an Annual Budget annual operating and capital budget for the Company for the Fiscal Year ending September 30, 1997 (eachfor such Fiscal Year and each subsequent Fiscal Year, an the "Annual Budget") for each fiscal year, including an Operating Budget ). The proposed annual operating and Capital Expenditure Budget; provided that each Annual Budget capital budget shall be consistent with deemed approved by the information for such fiscal year included in Governing Board upon the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in execution of this Agreement as the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial 1997 Annual Budget. The . (b) After the adoption of the initial Annual Budget for each year the Company, the President and the Treasurer of the Company shall prepare or cause to be prepared a proposed Annual Budget for the Company for the succeeding Fiscal Year containing the information set forth on Schedule 8.3 which shall be submitted to the Partnership Governance Committee Governing Board for consideration and approval at least 60 within 30 days prior to after the start of September 30 immediately preceding such Fiscal Year. Upon approval by the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statementGoverning Board, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with become the Partnership's financial statementsAnnual Budget for the next succeeding Fiscal Year. (bc) If for any fiscal year the Partnership Governance Committee has failed Governing Board is unable to agree on the Annual Budget, then until such time as the Governing Board is able to adopt and approve an updated Strategic PlanAnnual Budget, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with shall consist of the projections and other information for that year included items in the Strategic Plan most recently proposed Annual Budget which are not in dispute and, with respect to those items in dispute, the items and amounts in the prior year's Annual Budget shall be deemed to constitute the approved pursuant to Section 6.7amounts in the Annual Budget, as the case may be; provided, however, that the CEO, acting in good faith, amount budgeted for acquisitions or financing for the then-current Fiscal Year shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, amount that the CEO parties are able to agree upon or, if they are unable to agree, then these amounts shall not be authorized zero for the then-current Fiscal Year unless necessary for ongoing operations. Notwithstanding anything contained herein to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except contrary, to the extent that such expenditures would enable an expenditure is required to be made pursuant to a legally binding obligation of the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was Company which has been previously approved by the Partnership Governance Committee Governing Board or the Members (or not required to be approved pursuant to this Agreement) or to the extent that any such expenditure is beyond the Company's control, such as utility costs, taxes and insurance premiums, then the approved Annual Budget for the current fiscal year shall be deemed to include such expenditure. (d) Upon approval of an Annual Budget by the Governing Board, the Company shall, and the officers of the Company shall cause the Company to, conduct its operations in accordance therewith, and no modifications shall be made except in accordance with Section 6.78.2.

Annual Budget. (a) The Executive Officers Following the date hereof, each of the Partnership FX and LMC shall use its commercially reasonable efforts to prepare an Annual Budget (eachand agree to a Fiscal Year 2022 budget to design and develop its first EC Vehicle, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget which budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) be prepared to reflect expenditures on a projected income statement, balance sheet and a cash flow statementmonthly basis, (ii) include the amount timing and amounts of any corresponding cash deficiency or surplus funding of the Capital Commitments (provided, that Capital Commitments shall be funded no more frequently than monthly and each Capital Contribution shall be no less than $7,500,000) and (iii) include all anticipated Company expenditures for Fiscal Year 2022, including the estimated amountInitial Expenditures and any licensing fees payable under the FX Background IP License (the “Initial Budget”). Not later than sixty (60) days prior to (A) the end of the period covered by the Initial Budget and (B) each Fiscal Year thereafter, if anythe Officers shall prepare and submit to the Board for approval the Annual Budget for such Fiscal Year (or portion thereof). If the Board fails to adopt and approve an Annual Budget for a Fiscal Year, then until an Annual Budget for such Fiscal Year (or portion thereof) is adopted and approved by the Board, the Company shall operate on the Annual Budget for the immediately preceding Fiscal Year (or portion thereof) (or, in the case of there are no Annual Budgets for the immediately preceding Fiscal Year, the Initial Budget), with (x) all recurring ordinary course line items (other than applicable costs for the relevant upcoming Fiscal Year governed by contracts that by their terms provide for fixed amounts or annual escalations or increases in such costs, which shall be based on such applicable contract provisions) increased by up to five percent (5%) in the aggregate, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with the Partnership's financial statements(y) any nonrecurring or non-ordinary course line items excluded entirely. (b) If No expenditures or commitments for expenditures may be made by the Company, or any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers Member on behalf of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included Company, if such expenditure individually or in the Strategic Plan most recently approved pursuant aggregate with other expenditures or commitments results in a deviation from any Initial Budget or Annual Budget, as applicable, then in effect that increases the costs and expenses incurred by the Company in the applicable period covered by the Initial Budget or Annual Budget, as applicable, by an amount equal to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control greater than five percent (5%) of the Partnership; providedaggregate projected costs and expenditures set forth in such Initial Budget or Annual Budget, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7as applicable.

Annual Budget. The Officers shall be responsible for managing the day to day operations of the Partnership, subject to such limitations and directions as are provided by the General Partner. The Officers will annually prepare and submit to the General Partner the Annual Budget which the General Partner shall revise and otherwise modify in its sole discretion. Any material changes to the Annual Budget shall be made at the direction of, or with the approval by, the General Partner, in each case at the sole discretion of the General Partner. The General Partner shall have the right to revise any then-applicable Annual Budget at any time, in its sole discretion. In furtherance of the foregoing: (a) The Executive Officers of the Partnership shall prepare an Annual Budget for the period from August 4, 2014 through December 31, 2014 shall be approved in accordance with Section 6.2(c) (each, an "such approved Annual Budget", the “Initial Budget”). (b) for The Board of Directors shall review each fiscal yearAnnual Budget, including an Operating the Initial Budget, at least quarterly (or more frequently as determined by the Board of Directors, including upon any proposed project not currently in the Annual Budget requiring capital expenditures of $5 million during the capital year to which such Annual Budget relates) and Capital Expenditure Budget; provided that each the Annual Budget shall be amended or modified to reflect any amendments or modifications thereto approved or directed by the General Partner and as so modified or amended shall thereafter constitute the Annual Budget for the remainder of the calendar year to which such Annual Budget relates. (c) The Officers shall prepare or cause to be prepared and presented to the Board of Directors not later than December 1 of each calendar year (beginning December 1, 2014 (for calendar year 2015)) a draft Annual Budget for the next succeeding calendar year (the “Proposed Budget”) setting forth the anticipated revenues and expenses (including capital expenditures) of the Partnership for such calendar year in a format consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; Initial Budget, and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate which will include: (i) a projected monthly income statementstatements, balance sheet sheets and cash flow statements on a consolidated basis for the calendar year covered by such Proposed Budget and a cash flow statement, projected monthly income statement and capital expenditures for each major capital project; (ii) estimates of the amount expenditures covered by the proposed Annual Budget by budget category, in reasonable detail to identify the nature, scope and duration of any corresponding cash deficiency or surplus and the activity in question; (iii) estimates of the estimated amount, if any, schedule pursuant to which capital costs and expected timing for all required capital contributions. Each proposed expenses included in the Annual Budget shall are anticipated to be prepared on a basis consistent with incurred by the Partnership's financial statements; (iv) any other information reasonably requested in writing by the General Partner; (v) estimates of revenues and estimated returns on invested capital; (vi) progress on capital projects included in prior Annual Budgets, including any shortfalls or overages; and (vii) any costs and expenses estimated to be expended due to health, safety, security and environmental issues or any regulatory issues. (bd) Expenditures in an Annual Budget may extend over more than one calendar year because such expenditures represent activities or operations that require commitments in excess of one calendar year. Once such expenditures have been approved by the General Partner as part of an Annual Budget or included by the General Partner as part of an Annual Budget, unless the General Partner determines otherwise, such expenditures shall not be required to be resubmitted for approval on an annual or other periodic basis, but instead all such items, until completed, automatically shall be included in future Annual Budgets (subject to limits and amounts as previously approved) as items which have already been approved. (e) If the General Partner does not approve a Proposed Budget for any fiscal a calendar year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year on or prior to approval the December 20 preceding January 1 of an updated Strategic Planthe calendar year to which such Proposed Budget relates, the Executive Officers of shall use good faith efforts to prepare or to cause to be prepared a revised Proposed Budget for approval by the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7General Partner; provided, however, that the CEOGeneral Partner shall have the right to revise the Proposed Budget and to approve the Proposed Budget that it has revised, acting in good faith, each case in its sole discretion. Each Proposed Budget approved hereunder by the General Partner in accordance with Section 6.4 shall be entitled deemed an “Annual Budget.” (f) To the extent that any Proposed Budget is not approved by the General Partner in accordance with this Section 6.4 by the January 1 of the calendar year to modify any which such Proposed Budget relates, then, until a Proposed Budget for such calendar year is approved by the General Partner, the most recent Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or prior year shall continue as the occurrence of events beyond the control of the PartnershipAnnual Budget for such calendar year; provided, furtherhowever, that (i) such existing Annual Budget will automatically be adjusted for such Fiscal Year to properly account for actual changes in non-discretionary changes such as taxes, insurance premiums, utility charges, debt service and maintenance and repair costs (including capital expenditures for maintenance and repair costs) and (ii) the CEO shall not be authorized to cause budgeted amount of capital expenditures for the General Partner and the Partnership to proceed with Group (other than capital expenditures to accomplish for maintenance and repair costs) shall be (A) for the first such Fiscal Year, 80% of the amount budgeted for capital enhancement projects except to the extent that expenditures in such expenditures would enable the Partnership to continue or complete existing Annual Budget and (B) for any such capital project reflected in the last Strategic Plan that was Fiscal Year thereafter, until an Annual Budget is approved by the General Partner, zero. (g) The Partnership Governance Committee shall not incur capital expenditures in excess of amounts set forth in the Annual Budget without prior approval of the General Partner, provided that the Partnership may expend without General Partner approval up to 10% in excess of the authorized amount for any category of capital expenditures during a calendar year (excluding any amounts included in the Annual Budget as line items for contingencies and overruns), such excess expenditures not to exceed in the aggregate 10% of the aggregate of the amount for capital expenditures set forth in the Annual Budget for such calendar year. Any variances from the Annual Budget for capital expenditures other than variances for capital expenditures within and not in excess of the 10% variance permitted herein year shall require the approval of the General Partner, and if so approved, each such variance shall be added to the Annual Budget for such calendar year which, as so amended, shall thereafter be the Annual Budget for such calendar year. The ten percent (10%) variance permitted herein shall be calculated with respect to the original amounts set forth in the Annual Budget or, once amended, the amended amount, provided that no expenditures incurred pursuant to Section 6.76.4(h) shall be deemed to be included in for purposes of calculating the ten percent (10%) permitted variance pursuant to this Section 6.4(g), nor shall any such expenditures be considered to be amounts expended in excess of the authorized amount of any Annual Budget for purposes of calculating the ten percent (10%) permitted variance. (h) Notwithstanding anything to the contrary in this Agreement, the Partnership is expressly authorized to make Emergency Expenditures and incur liabilities without prior authorization or approval when necessary or advisable, in the judgment of the senior executive Officer, subject to Prudent Industry Practices, to deal with emergencies, including explosions, fires, spills, or any other similar event, which may endanger property, lives, or the environment. The senior executive Officer shall as soon as practicable report to the General Partner the nature of any such emergency which arises, the measures he intends to take in respect of such emergency and the estimated related expenditures.

Annual Budget. (a) The Executive Officers Provided no Event of the Partnership Default has occurred and is continuing, Borrower shall prepare and deliver to Lender, for informational purposes only, on or before December 1 of each year an Annual Budget (eachin respect of the Property for the ensuing Fiscal Year and, an "promptly after preparation thereof, any subsequent revisions to such Annual Budget". It is hereby understood and agreed that provided no Event of Default exists hereunder, and prior to the Anticipated Prepayment Date, Borrower may make revisions to the Annual Budget when and if it desires, without Lender’s consent or approval. From and after the Anticipated Prepayment Date or if an Event of Default has occurred and is continuing, (i) Borrower shall prepare and deliver such Annual Budget to Lender for its approval, on or before November 1 of each fiscal yearyear during the Term and, including an Operating promptly after preparation thereof, any subsequent revisions to such Annual Budget and Capital Expenditure Budgetnecessitated by unforeseeable events; provided that each Annual Budget no more than one (1) such subsequent revision shall be consistent with the information for such fiscal year included permitted in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget any two (including any Annual Budget prepared under Section 8.2(b)2) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statementmonth period, (ii) the amount of such Annual Budget and any corresponding cash deficiency such subsequent revisions thereto shall be subject to Lender’s approval (which shall not be unreasonably withheld, conditioned or surplus and delayed), (iii) Borrower shall operate the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Property in accordance with each such Annual Budget shall be prepared on a basis consistent with the Partnership's financial statements. (b) If for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, thenBudget, subject to Section 8.5, a five percent (5%) variance on Operating Expenses on a line-item basis (except that up to three (3) line items totaling no more than $250,000 may be aggregated for such year variance), but in no event shall such additional amount exceed more than five percent (5%) of such month’s budgeted amount for all Operating Expenses, and each subsequent year prior (iv) if the period as to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the which any Annual Budget consistent relates has expired and an Annual Budget for the next period has not been approved, then Borrower shall operate the Property in accordance with the projections and other information for that year included in the Strategic Plan most recently last approved pursuant to Section 6.7Annual Budget until a new Annual Budget has been approved; provided, however, that the CEO, acting Borrower agrees to promptly submit revised Annual Budgets to Lender for its approval and shall work diligently and in good faithfaith to respond to Lender’s objections to any Annual Budget. Notwithstanding the foregoing, Borrower shall be entitled have the right, without obtaining Lender’s prior approval (but subject to modify any such notifying Lender of the same and the amount thereof as soon as possible) to incur expenses in excess of the approved Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage event of time or the occurrence of events beyond the control of the Partnership; providedan emergency which, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant reasonable judgement of Borrower, requires immediate action to Section 6.7avoid imminent personal injury, material physical property damage or material devaluation or criminal liability.

Annual Budget. (a) The Executive Officers of the Partnership shall prepare an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be -------- consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that ----------- -------- ------- unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall -------------- utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with the Partnership's financial statements. (b) If for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such ----------- year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, ----------- -------- ------- acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, -------- ------- that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7.. -----------

Annual Budget. (a) The Executive Officers Within forty-five (45) days after the date of this Agreement, the President and the Treasurer of the Partnership Company shall prepare an Annual Budget or cause to be prepared a proposed annual operating and capital budget for the Company for the Fiscal Year ending December 31, 1997 (eachfor such Fiscal Year and each subsequent Fiscal Year, an the "Annual BudgetANNUAL BUDGET") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with containing the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budgetset forth on Schedule 8.3. The Annual Budget for each year proposed annual operating and capital budget shall be submitted to the Partnership Governance Committee Governing Board for consideration and approval. Upon approval at least 60 days prior to by the start of Governing Board, the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with become the Partnership's financial statements1997 Annual Budget. (b) If After the adoption of the initial Annual Budget for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic PlanCompany, the Executive Officers President and the Treasurer of the Partnership Company shall similarly prepare (and promptly furnish or cause to be prepared a proposed Annual Budget for the Company for the succeeding Fiscal Year which shall be submitted to the Partnership Governance Committee) Governing Board for consideration and approval on or before the December 31 immediately preceding the next Fiscal Year. Upon approval by the Governing Board, the proposed Annual Budget shall become the Annual Budget consistent with for the projections next succeeding Fiscal Year. (c) If the Governing Board is unable to agree on the Annual Budget, then until such time as the Governing Board is able to adopt and other information for that year included approve an Annual Budget, the Annual Budget shall consist of the items in the Strategic Plan most recently proposed Annual Budget which are not in dispute and, with respect to those items in dispute, the items and amounts in the prior year's Annual Budget shall be deemed to constitute the approved pursuant to Section 6.7amounts in the Annual Budget, as the case may be; provided, however, that the CEO, acting in good faith, amount budgeted for acquisitions or financing for the then-current Fiscal Year shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, amount 29 29 that the CEO parties are able to agree upon or, if they are unable to agree, then these amounts shall not be authorized zero for the then-current Fiscal Year unless necessary for ongoing operations. Notwithstanding anything contained herein to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except contrary, to the extent that such expenditures would enable an expenditure is required to be made pursuant to a legally binding obligation of the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was Company which has been previously approved by the Partnership Governance Committee Governing Board or the Members (or not required to be approved pursuant to this Agreement) or to the extent that any such expenditure is beyond the Company's control, such as utility costs, taxes and insurance premiums, then the approved Annual Budget for the current fiscal year shall be deemed to include such expenditure. (d) Upon approval of an Annual Budget by the Governing Board, the Company shall, and the officers of the Company shall cause the Company to, conduct its operations in accordance therewith, and no modifications shall be made except in accordance with Section 6.78.2.

Annual Budget. (a) The Executive Officers of the Partnership shall prepare an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided PROVIDED that each Annual Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and providedPROVIDED, furtherFURTHER, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 45 days prior to the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with the Partnership's financial statements. (b) If for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; providedPROVIDED, howeverHOWEVER, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from reflecting the passage of time time, such as general changes in general economic or industry circumstances, or the occurrence of events beyond the control of the Partnership; provided, furtherand notwithstanding any other provision of this Agreement, the CEO shall be authorized to take or cause to be taken, on behalf of the Partnership, all actions that the CEO determines in good faith are appropriate in order to satisfy such obligations or respond to such changed circumstances. Except as may be required above, the CEO shall not be authorized to cause the Partnership to proceed with discretionary capital expenditures to accomplish capital enhancement projects projects, except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7.

Annual Budget. (a) The Executive Managing Director (or his designee) and the Supervisory Principal(s) (and such other Officers of as may be designated from time to time by the Partnership General Partner) (collectively, the “Budget Officers”) shall prepare an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, submit the Annual Budget and Business Plan no later than December 1 of each Fiscal Year for the next Fiscal Year (including any Annual Budget prepared under Section 8.2(b)or such other date as may be designated by the General Partner) shall utilize a format and provide a level of detail consistent for approval by the Holdco Executive Committee in consultation with the Partnership's initial Annual BudgetHoldco Leadership Team prior to submission to the General Partner in accordance with the terms hereof. The Annual Budget and Business Plan shall be submitted by the Budget Officers to the General Partner both in hard copy and in an electronic format, that conforms with the General Partner’s reasonable internal requirements. The Annual Budget shall set forth, in addition to any other information deemed relevant by the General Partner, the projected income, expenses, capital expenditures and financing needs for each year the Partnership for the next Fiscal Year, together with any other information reasonably requested by the General Partner (including, without limitation, estimated bonus payments). Upon approval by the Holdco Executive Committee in consultation with the Holdco Leadership Team, the Business Plan shall be submitted to the Partnership Governance Committee Voting Right Holders for approval at least 60 days prior by a Super Majority Vote. If the Voting Right Holders fail to approve the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with the Partnership's financial statements. (b) If for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Business Plan, the Executive Officers of same will be revised and resubmitted for approval as set forth above; this process will be followed until an Annual Budget and Business Plan is approved by the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) Voting Right Holders as set forth above. Upon such approval, the Annual Budget consistent and Business Plan will then be submitted as a non-binding recommendation to the General Partner. The General Partner may revise in any and all respects the process by which the Annual Budget and Business Plan is prepared at any time and from time to time in its discretion. As discussed above, the duly authorized Officers shall have the right to incur expenses and make expenditures in accordance with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control terms of the Partnership; provided, further, that Approved Budget. As used in this Agreement the CEO term “Business Plan” shall not be authorized to cause mean a narrative business/operating plan for the Partnership for the coming Fiscal Year and being in such detail and covering such matters as the General Partner may from time to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7time request.

Annual Budget. (a) The Executive Officers of Partners approve the Partnership shall prepare an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted the Partnership, a copy of which is attached hereto as Exhibit F. The parties acknowledge and agree that the initial Annual Budget attached hereto is the budget based upon which the Partners have agreed to proceed with respect to the Partnership Governance Committee for approval at Project and that any and all prior drafts of a budget with respect to the Project are not applicable and are of no force and effect. At least 60 days prior to the start commencement of each Fiscal Year, commencing with the Fiscal Year beginning January 1, 2015, the General Partner shall submit a proposed revised and updated Annual Budget for the Partnership for the period of time commencing on January 1 of the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a upcoming Fiscal Year and extending through the projected income statement, balance sheet and a cash flow statement, (ii) the amount term of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with the Partnership's financial statements. (b) The Executive Committee shall review and, if acceptable, approve the proposed Annual Budget to the extent required under Section 7.3(b)(i). A proposed Annual Budget shall not become effective, however, until such Annual Budget has been approved by the Executive Committee. (c) If for any fiscal year the Executive Committee fails to approve a proposed Annual Budget prior to the commencement of a particular Fiscal Year, then pending a final resolution of the dispute with respect to such Annual Budget, the General Partner shall continue to manage, maintain, supervise, direct, and operate the Partnership Governance Committee based upon the previous Annual Budget, those budget items agreed to for the new Annual Budget and excepting non-controllable costs for insurance, taxes and utilities. (d) After an Annual Budget has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Planbeen approved, the Executive Officers of General Partner has the Partnership shall prepare (and promptly furnish right from time to time during the Partnership Governance Committee) applicable Fiscal Year to propose revisions to the Annual Budget consistent with and submit such revisions to the projections Executive Committee for its approval, and other information for that year included in such proposed revision to the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was effective until approved by the Partnership Governance Committee pursuant to Section 6.7Executive Committee. Once approved, such revisions shall be incorporated in and become part of the approved Annual Budget.

Annual Budget. The Board of Managers or a committee duly appointed by the Board of Managers, which committee must include the Manager appointed by the GCI Member under Section 7.2 (athe “Budget Committee”) The Executive Officers will require the appropriate officers, employees and representatives of the Partnership shall Company to prepare and present an Annual Budget for the Company and its subsidiaries at least ninety (each, an "Annual Budget"90) for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each calendar days in advance of the beginning of the applicable Fiscal Year. [a] Each Annual Budget shall be consistent with cover a one-year period corresponding to a Fiscal Year, provided that the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the first Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with cover the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start of the fiscal year covered by such budget12-month period commencing January 1, 2007. Each Annual Budget shall incorporate (i) a include an income statement prepared on an accrual basis which shall show in reasonable detail the revenues and expenses projected income statement, balance sheet for the operations of the Company and its subsidiaries for the forthcoming Fiscal Year and a cash flow statementstatement which shall show in reasonable detail the receipts and disbursements projected for the operations of Company and its subsidiaries for the forthcoming Fiscal Year, (ii) the amount of any corresponding cash deficiency or surplus surplus, and (iii) the estimated amountcontemplated borrowings under credit facilities, if any, and expected timing for all required capital contributions. Each proposed [b] Such Annual Budget shall be prepared on a basis consistent with the Partnership's financial statements. (b) statements of the Company and its subsidiaries and GAAP. The Board of Managers or the Budget Committee shall review and discuss the proposed Annual Budget in consultation with the appropriate officers, employees and representatives of the Company. The proposed Annual Budget shall be deemed approved if a majority of the Managers then in office approve the Annual Budget, or if approved by a majority of the members of the Budget Committee. If such approval is obtained, then such Annual Budget shall for all purposes of this Agreement constitute the Annual Budget and shall supersede any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Planpreviously approved Annual Budget. If such approval is not obtained, then, subject to Section 8.5until a new budget is approved, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with for the projections and other information Company for that year included the immediately preceding Fiscal Year will remain in effect, adjusted (without duplication) to reflect the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that following increases or decreases: [i] the CEO, acting operation of escalation or de-escalation provisions in good faith, shall be entitled to modify any such Annual Budget contracts then in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from effect solely as a result of the passage of time or contracts entered into pursuant to an approved Annual Budget or the occurrence of events beyond the control of the Partnership; providedCompany, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable contracts are still in effect; [ii] elections made in any prior year under contracts contemplated by the Partnership Annual Budget for the prior year regardless of which party to continue or complete such contracts makes such election; [iii] the effect of the existence of any such capital project multi-year contract entered into in accordance with a previous budget to the extent not fully reflected in the last Strategic Plan that was approved prior year's Annual Budget; [iv] increases or decreases in expenses attributable to the annualized effect of employee additions or reductions during the prior year contemplated by the Partnership Governance Committee pursuant Annual Budget for the prior year; [v] interest expense attributable to Section 6.7.any loans; [vi] increases or decreases in overhead expenses in an amount equal to the total of overhead expenses reflected in the Annual Budget for the prior year (excluding non-recurring items) multiplied by the percentage increase or decrease in the U.S. Department of Labor Bureau of Labor Statistics Consumer Price Index for all Urban Consumers or a successor index for the prior Fiscal Year (but in no event will such [c] change be more than 10% of the corresponding items in the prior Annual Budget); and [vii] decreases in expenses attributable to non-recurring items reflected in the prior year's Annual Budget. [d] The initial Annual Budget shall be attached hereto as Exhibit E.

Annual Budget. (ai) The Executive Officers of the Partnership shall prepare an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget As soon as available and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 event no later than 30 days prior to the start commencement of any Fiscal Year, an annual budget, including a statement of projected Project Revenues, Operating and Maintenance Expenses, Major Maintenance ​ ​ ​ AMERICAS 120651159 116 ​ ​ ​ Expenses, Capital Expenditures, projected debt service in respect of the fiscal year Facility and Permitted Debt for the Fiscal Year to which it relates, in each case, on an individual line item basis and prepared in a manner consistent with the Closing Date Operating Budget (with respect to each such Fiscal Year, the “Budget”), which Budget shall be certified by a Financial Officer of Borrower as having been prepared in good faith based upon assumptions believed by Borrower to be reasonable at the time made. (ii) Each Budget shall (A) be prepared in good faith on the basis of all facts and circumstances then existing and known to Borrower and written assumptions stated therein which Borrower believes to be reasonable as to all factual and legal matters material to such estimates, and reflect Borrower’ best estimate of the future results of Xxxxxxxx, (B) except in the case of the Closing Date Operating Budget, be based on the same format and maintained substantially on the same basis as, and provide sufficient detail to permit a meaningful comparison to, previous years, (C) include a pro forma cash flow projection for each month covered by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statementBudget, (iiD) include a summary of the amount RDU Facility’s major maintenance schedule to the end of the then current long term major maintenance cycle (and related scheduled outages), (E) include Borrower’s fair and good faith reasonable estimates of the Major Maintenance Expenditures for the succeeding two years and the envisioned effect of any corresponding cash deficiency or surplus contemplated major maintenance activities on the RDU Facility’s operations, (F) include the RDU Facility’s program for spare parts (including the proposed suppliers thereof and prices therefor, inventory management and fuel supply management), and (G) any Project Costs expected to be incurred during such Fiscal Year with respect to the sustainable aviation fuel expansion, and (H) include such other information as the Administrative Agent (acting at the reasonable direction of the Required Lenders) may request. (iii) With respect to discrete capital projects, either individually or in the estimated amountaggregate, exceeding $100 million in expenditures, the board of managers (or similar governing body) of the Borrower may only approve or authorize such expenditures in the Budget if any(A) the sum of Advances outstanding is lesser than or equal to the applicable Target Debt Balance Amount for each Fiscal Quarter during the period of such Budget, and expected timing for all required capital contributions. Each proposed Annual (B) either (1) the Budget shall be prepared on shows that the Borrower is generating sufficient cash flow to fund such expenditures without causing a basis consistent with the Partnership's financial statements. Default or Event of Default hereunder, or (b) If the Borrower has commitments available under one or more Permitted Debt facilities for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for purpose of funding such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; provided, however, that the CEO, acting in good faith, shall be entitled to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable Borrower’s cash flow is insufficient, and Borrower shall have delivered to the Partnership to continue or complete any such capital project reflected Administrative Agent a certificate from a Responsible Officer certifying that the conditions set forth in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to this Section 6.76.03(e)(iii) are satisfied.

Annual Budget. The Managing Partner shall prepare (aor cause to be prepared) The Executive Officers an annual budget for the Partnership (such annual budget as Approved by the General Partners and as amended from time to time with the Approval of the Partnership shall prepare an Annual Budget (each, an "General Partners being referred to herein as the Annual Budget"), which shall include, among other things, budgeted revenues (including contemplated proceeds of capital transactions) and expenses projected capital improvements, repairs or replacements, reserves, and management, marketing and leasing plans for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each the Partnership. The Annual Budget shall be consistent with the information for accompanied, by notes or other narrative setting forth in reasonable detail any material assumptions made or relied upon in generating such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the budget. The initial Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with for the Partnership's initial Annual Budget, as unanimously approved by the Partners, is attached hereto as Exhibit G and by this reference made a part hereof. The Annual Budget for each succeeding year shall be submitted prepared (or caused to be prepared) each year in proposed form by the Managing Partner and delivered to the Partnership Governance Committee for approval at least 60 days prior to the start General Partners no later than November 15 of the fiscal year covered by preceding the year for which such budgetbudget is to be effective. Each Annual Budget The General Partners or their Representatives shall incorporate (i) a projected income statementdiligently review such proposed budget and meet to review and discuss such budget no later than December 15 of such year. If any General Partner, balance sheet and a cash flow statementthrough its Representatives, (ii) makes written objections to, or comments on, the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget on or before such meeting, or at any time thereafter prior to Approval of such budget by the General Partners, the General Partners shall be prepared use their best and good faith efforts to agree as soon as possible on a basis consistent with revised Annual Budget acceptable to the Partnership's financial statements. (b) If for any fiscal year General Partners. The Managing Partner shall have no authority to undertake or implement the actions described in, or operate the Partnership Governance Committee has failed to approve an updated Strategic Planin accordance with, thenany proposed Annual Budget, subject to Section 8.5as revised by the General Partners, for until such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with has been Approved by the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; providedGeneral Partners. The Managing Partner may, however, that on its own initiative propose for the CEO, acting in good faith, shall be entitled General Partners' consideration amendments or modifications to modify any such Annual Budget in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from the passage of time or the occurrence of events beyond the control of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was previously approved by the General Partners as, in the Managing Partner's reasonable discretion, are necessary or desirable due to changed or uncontemplated business conditions or other circumstances or considerations. If, after following the procedure set forth in this Section 10.1, the General Partners are unable to approve the Annual Budget, for the ensuing fiscal year by January 1 of such year, then the Managing Partner shall continue to operate the Partnership Governance Committee pursuant to Section 6.7in a manner which is as consistent as possible with the previous year's Annual Budget, as most recently revised, with suitable adjustments in revenues and expenses as dictated by inflationary factors or as otherwise dictated by necessary changes in operations.

Annual Budget. (ai) The Executive Officers of the Partnership Manager shall prepare develop an Annual Budget (each, an "Annual Budget") for each fiscal year, including an Operating Budget and Capital Expenditure Budget; provided that each Annual Budget shall be consistent with the information for such fiscal year included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the Annual Budget (including any Annual Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget shall set forth among other matters, usually contained in budgets of similar nature: (1) the categories of anticipated General Revenues relating to the Project and the projected amounts of each category of such General Revenues; (2) all anticipated capital expenditures; (3) the projected reasonable amounts of all Expenses of the Project; (4) the anticipated rental income to be generated by licensing the bed accommodations; and (5) sufficient information to explain the basis for the budgeted General Revenues, capital expenditures and Expenses of the Project. (ii) The Annual Budget shall reflect all anticipated Expenses of the Project paid, incurred, or accrued or to be paid, incurred, or accrued with respect to the Project. (iii) The Annual Budget for the 2020-2021 Annual Period has been approved by the University. An Annual Budget for the 2020-2021 Annual Period was previously approved by the University, and, no later than May 1, 2021, the Manager shall submit a stub budget for the remainder of the 2020-2021 Annual Period and an Annual Budget for the 2021-2022 Annual Period for the University’s review and approval. The Manager shall continue to operate under the current budget for the 2020-2021 Annual Period until the stub budget is approved by the University. Commencing with the 2022- 2023 Annual Period and for each year Annual Period thereafter, the Manager shall be submitted submit the proposed Annual Budget to the Partnership Governance Committee University for approval at least 60 days review and approval, not later than March 1 prior to the start commencement of each Annual Period. The University shall give the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount Manager notice of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with the Partnership's financial statements. (b) If for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to its approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with as submitted or of its disapproval of one or more of the projections matters contained therein not later than the commencement of such Annual Period. If the University shall fail to give notice of approval or disapproval prior to commencement of such Annual Period, then the Annual Budget as submitted shall be deemed disapproved. If the University gives notice of its disapproval, the Manager and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7; providedUniversity promptly, however, that the CEO, acting in good faith, shall be entitled to modify any such develop an Annual Budget on which they may agree. If the Manager and the University fail to reach agreement prior to the commencement of an Annual Period, the Annual Budget for the then current Annual Period, as increased by a factor equal to the Consumer Price Index Increase, shall be implemented for the next Annual Period until agreement is reached on a new Annual Budget. (iv) From time to time during or in order respect to satisfy current contractual and compliance obligations and an Annual Period, the Manager shall have the right to account amend the Annual Budget, which amendment shall be subject to the University’s consent unless: (1) the amendment is to reflect additional General Revenues or the receipt of insurance or condemnation proceeds; (2) the amendment shall be for an amount in respect to a line item (a) that does not increase or decrease, when added to all other changes to that line item, either the original amount of that line item or an increased amount approved by University and in circumstances resulting from effect by more than 5%, (b) that does not increase the passage original total amount of time or the occurrence of events beyond the control Expenses of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue Project or complete any such capital project reflected in the last Strategic Plan that was an increased amount approved by the Partnership Governance Committee pursuant University and in effect by more than 5%, or (c) the amendment shall be necessary to Section 6.7preserve life or property. An Annual Budget for an Annual Period, as so amended, shall, after such amendment, be the Annual Budget for such Annual Period. (v) The Manager shall operate the Project and make expenditures in connection with the Project in accordance with the Annual Budget. (vi) Upon request from the University, but not more frequently than monthly, the Manager shall submit to the University, within 45 days after the later of such request or the end of such month, a budget reconciliation statement.

Annual Budget. Attached hereto as Exhibit C is an “Annual Budget” that has been approved by the KBS Member (aexcept as set forth in this Section 2.10(a)) The Executive Officers and sets forth, by category, the estimated costs that are projected to be incurred for the remainder of the Partnership shall prepare an 2016 fiscal year and the 2017 fiscal year in connection with the ownership, renovation, construction, and leasing of the Project by the Company. The initial Annual Budget (eachand each subsequent Annual Budget to the extent applicable until the completion of the renovations to be made by the Company at the Project as described in the Business Plan (the “Renovations”)) includes a budget setting forth the estimated renovation costs to be incurred by the Company in connection with the renovation and construction of the Project (the “Renovation Budget”). On or before the last business day of November of each year (each an “Update Date”), an "Managing Member shall prepare a new Annual Budget for the upcoming calendar year which shall be required to be approved by the KBS Member as a Major Decision under Section 2.02(b), which shall set forth, by individual category, the costs and expenses projected to be incurred by the Company for the ensuing fiscal year. In the event the KBS Member does not respond to the proposed Annual Budget within fifteen (15) business days after receipt of such budget, Managing Member may send a second notice by certified mail, return receipt requested, containing a statement in all caps that the failure to respond to such proposed Annual Budget within ten (10) days will result in deemed approval of such Annual Budget") for each fiscal year. If KBS Member does not timely respond to the second notice, including an Operating Budget and Capital Expenditure Budget; provided that each then the Annual Budget shall be consistent with deemed approved. Notwithstanding anything to the information for such fiscal year contrary herein, the estimated Renovation Budget included in the Strategic Plan most recently approved pursuant to Section 6.7; and provided, further, that unless provided otherwise in the most recently approved Strategic Plan, the initial Annual Budget attached hereto as Exhibit C-1 has not been approved by KBS Member and the Company shall not commence (including nor shall Managing Member cause the commencement of) the Renovations or expend any Annual funds with respect to the Renovations unless and until KBS Member has approved a detailed Renovation Budget prepared under Section 8.2(b)) shall utilize a format and provide a level of detail consistent with the Partnership's initial Annual Budget. The Annual Budget for each year shall be submitted to the Partnership Governance Committee for approval at least 60 days prior to the start of the fiscal year covered by such budget. Each Annual Budget shall incorporate (i) a projected income statement, balance sheet and a cash flow statement, (ii) the amount of any corresponding cash deficiency or surplus and (iii) the estimated amount, if any, and expected timing for all required capital contributions. Each proposed Annual Budget shall be prepared on a basis consistent with the Partnership's financial statements. (b) If for any fiscal year the Partnership Governance Committee has failed to approve an updated Strategic Plan, then, subject to Section 8.5, for such year and each subsequent year prior to approval of an updated Strategic Plan, the Executive Officers of the Partnership shall prepare (and promptly furnish to the Partnership Governance Committee) the Annual Budget consistent with the projections and other information for that year included in the Strategic Plan most recently approved pursuant to Section 6.7Managing Member; provided, however, that the CEO, acting in good faith, KBS Member shall be entitled not withhold its consent if such Renovation Budget is necessary to modify any such Annual Budget commence work in order to satisfy current contractual and compliance obligations and to account for other changes in circumstances resulting from comply with the passage of time or the occurrence of events beyond the control terms of the Partnership; provided, further, that the CEO shall not be authorized to cause the Partnership to proceed with capital expenditures to accomplish capital enhancement projects except to the extent that such expenditures would enable the Partnership to continue or complete any such capital project reflected in the last Strategic Plan that was approved by the Partnership Governance Committee pursuant to Section 6.7Mortgage Loan.