Common use of Annual Budgets Clause in Contracts

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing Date, and for each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and approval (a) a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereof.

Annual Budgets. As promptly as practicable following For each individual School that the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing DateNetwork is operating, and for each Fiscal Year thereafter (including, if the Network as a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period)whole, the executive officers governing board of the Company Network shall adopt an annual budget and a budget statement that describes the major objectives of the educational program and manner in which the budget proposes to fulfill such objectives. This budget must be for the financial reporting entity, which includes legally separate organizations for which the Network is financially accountable. On or before May 1st of each year, the Network will timely prepare or cause to be prepared and submitted submit to the Board District a draft proposed budget for its revieweach School and the Network for the upcoming fiscal year. The District will review and contact Network if there are any areas of serious concern within two weeks of submission. On or before June 1st of each year, consideration and approval (a) a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which Network will set forth in reasonable line item detail submit to the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating District each school’s adopted budget for the Company upcoming fiscal year (July 1st to June 30th) that has been reviewed and approved by the Network’s governing board. If the budget submitted by the Network does not comply with this Contract, and if the District and the Network are unable to agree upon modifications to each School’s proposed budget, the District may approve the Network’s budget for such Fiscal Year or part thereof (displaying anticipated statements a school with modifications reasonably necessary to ensure that the budget provides sound fiscal management and supports the educational program. The Network is required to provide reconciliation between the beginning fund balance on a budgetary basis and on a modified accrual basis of income, certain types of operating costs, cash flows, capital expenditures, balance sheets accounting for each School. The reconciliation for each School shall include but need not be limited to the liability for accrued salaries and key budget assumptions) (related benefits. The reconciliation shall be retained by the “Annual Operating Budget” and together Network along with the Annual Capital Budget, financial audit and made available upon request. The Network shall not expend any moneys in excess of the “Business Plan”). Each Annual Operating Budget prepared amount appropriated by resolution for a Fiscal Year or part thereof ending after the fourth anniversary particular fund, may not adopt a budget in which non-appropriated reserves are in excess of 15% of the Closing Date annual budgeted appropriations, and shall also identify not have a deficit in any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to individual School’s or the overall Network’s unassigned fund balances or proprietary fund unrestricted net position if applicable. The Network shall adopt a budget and an appropriation resolution for each Director not later than 20 calendar days School and the Network for each fiscal year, prior to the meeting beginning of the Board at which such Business Plan will be presented for approvalfiscal year. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs The budget shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofin accordance with C.R.S. § ▇▇-▇▇-▇▇▇.

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing Date, and for each Fiscal Year thereafter No later than sixty (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period)60) days before Completion, the executive officers of the Company will timely Operating Member shall prepare or cause to be prepared by the Property Manager for the Property, for the Members review, a proposed operating budget and submitted a proposed capital budget, each for the following fiscal year of the Company (or portion thereof if Completion does not occur on January 1) in a form reasonably satisfactory to the Board Members. The Operating Member shall consult with the Members with respect to such proposed operating budget and proposed capital budget. Once approved as required pursuant to the provisions of Section 6.2(a), the applicable final proposed operating budget shall become the “Operating Budget” hereunder, and, once approved pursuant to the provisions of Section 6.2(a), the applicable final proposed capital budget shall become the “Capital Budget” hereunder. Thereafter, no later than November 1st of each year, the Operating Member shall prepare or cause to be prepared by the Property Manager for its the Property, for the Members review, consideration a proposed operating budget and approval (a) a proposed capital budget (for the upcoming calendar year. The Operating Member shall consult with the Members with respect to such proposed operating budget and proposed capital budget with the goal that CNL and Crescent agree on each such proposed budget on or before December 1st of each year. If approved pursuant to the provisions of Section 6.2(a), the final proposed operating budget for such subsequent year shall become the then operative “Annual Operating Budget” hereunder. If approved by pursuant to the provisions of Section 6.2(a), the final proposed capital budget for such subsequent year shall become the then operative “Capital Budget”) for such ” hereunder. If, as of the commencement of any Fiscal Year, which will set forth all or any portion of a proposed Operating Budget has not been approved as required by the provisions of Section 6.2(a), the Operating Member shall be authorized to operate the Company in reasonable line item detail accordance with those portions of the prior Fiscal Year’s Operating Budget that pertain to the portions of the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared that have not been so approved. Notwithstanding the foregoing, until a new Operating Budget for a Fiscal Year or part thereof ending after is approved as required by the fourth anniversary provisions of Section 6.2(a), the Operating Member may make expenditures for real estate taxes, scheduled debt service payments, insurance premiums for insurance maintained in accordance with the terms of this Agreement, common area expenses, fulfillment of obligations to tenants under Permitted Leases and utilities, regardless of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such amounts permitted therefore in the prior Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the CompanyYear’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofOperating Budget.

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least ‌ 8.4.1 Not fewer than two months after the Closing Date, and for each Fiscal Year thereafter hundred (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and approval (a200) a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting beginning of each calendar year, the Reclamation Trust Funds Operating Agent will provide to the Reclamation Oversight Committee for its review and approval the proposed RSA Annual Operating Plan from SJCC setting forth SJCC’s budget for Reclamation Costs for such calendar year. The Reclamation Oversight Committee will vote on the proposed budget for Reclamation Costs not fewer than one hundred (100) days before the beginning of such calendar year. In the event the budget for Reclamation Costs is not approved by the Reclamation Oversight Committee, the Reclamation Trust Funds Operating Agent will not approve the RSA Annual Operating Plan, but will direct SJCC to continue to efficiently and economically perform reclamation services while resolving any dispute over the approval of the Board at which such Business RSA Annual Operating Plan pursuant to Section 3.3 of the RSA. 8.4.2 Reclamation Costs will be presented for approval. During such 20-day periodallocated to Pre-2017YE Reclamation Liability Costs and Post-2017YE Reclamation Liability Costs in accordance with this Mine Reclamation Agreement. 8.4.3 Not fewer than ninety (90) days prior to January 1, the Unilever Stockholder shall have a reasonable opportunity2018, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board not fewer than ninety (90) days prior to the meeting beginning of each calendar year thereafter, the Board convened Reclamation Trust Funds Operating Agent will provide to the Reclamation Oversight Committee for its review and approval a budget for the purpose performance of considering Reclamation Work and voting Reclamation A&G Expenses for such calendar year. The Reclamation Oversight Committee will vote on the budget for Reclamation Work and Reclamation A&G Expenses not fewer than sixty (60) days after its submission. In the event the budget for Reclamation Work and Reclamation A&G Expenses is not approved, the Reclamation Trust Funds Operating Agent will nevertheless continue to perform Reclamation Work in an efficient and economical manner until a budget has been approved and the Parties will continue to pay such Business Plan costs as invoiced. 8.4.4 Cost of Reclamation Work and Reclamation A&G Expenses will be budgeted based on the ratios of: (the “Business Plan Meeting”). At each Business Plan Meetingi) Pre-2017YE Reclamation Liability Costs to Reclamation Costs and (ii) Post-2017YE Reclamation Liability Costs to Reclamation Costs, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofas otherwise provided in this Mine Reclamation Agreement.

Annual Budgets. As promptly as practicable following The Members acknowledge and agree that it is intended by the Closing Date for Members that the remaining part Company operate the Property in accordance with the terms of the first Budget attached hereto as Exhibit G. Provided that no Change of Control Event has occurred and is continuing hereunder, the Company shall operate the Property in accordance with the Budget during calendar year 2014. Within sixty (60) days prior to the end of calendar year 2014 and each subsequent Fiscal Year ending at least two months after the Closing Date, and for each Fiscal Year thereafter (including, if a change in the date continuing on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period)an annual basis thereafter, the executive officers of the Company will timely prepare or cause to be prepared and submitted Manager shall submit to the Board for its review, consideration and approval Preferred Member (ai) a an annual capital budget (the an “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereofyear, and (bii) an annual operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the an “Annual Operating Budget”), for such year, together with all information reasonably requested by Preferred Member. Preferred Member shall notify Manager of its approval or disapproval within thirty (30) days after its receipt of the proposed budget(s) for the upcoming year. If notice of approval or disapproval (or request for additional time or information) is not given by the end of such period, such proposed budget(s) shall be deemed disapproved by Preferred Member (until such time as may be later approved by Preferred Member). If the Preferred Member shall disapprove of any budget, the Preferred Member shall notify the Manager of the reasons for disapproval and the Manager shall resubmit such budget addressing the Preferred Member’s concerns within five (5) Business Days after Preferred Member’s notice of disapproval. If Preferred Member does not approve the resubmission prior to the beginning of the Fiscal Year, then a “Budget Impasse” shall be deemed to exist until such time as the budgets shall be approved by the Preferred Member. During a Budget Impasse, the Manager shall operate the Company in accordance with the most recently approved Annual Operating Budget, increased or decreased, as the case may be, based on the actual costs of real estate taxes, utilities and together insurance (and debt service, if applicable) for such Fiscal Year. Subject to the provisions of Section 6.2(f), the Company and the Manager on behalf of the Company shall be authorized to and shall spend funds in accordance with the Annual Capital Budget, Budget and the “Business Plan”). Each Annual Operating Budget prepared then in effect in accordance with this Agreement. Notwithstanding anything to the contrary contained in this Agreement, any time the Company is required to deliver a proposed budget to the Mortgage Lender for a Fiscal Year or part thereof ending after its review and approval pursuant to the fourth anniversary Section 4.1.7(g) of the Closing Date Mortgage Loan Agreement, the Manager shall also identify any Special Items deliver such proposed budget to Preferred Member for its review and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies approval in accordance with the terms and provisions of the Business Plan will be provided to each Director not this Section 4.2 no later than 20 calendar thirty (30) days prior to the meeting of the Board at date on which such Business Plan will proposed budget is required to be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon delivered to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior Mortgage Lender pursuant to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereof.Mortgage Loan Agreement

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing Date, and for each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and approval (a) a On or before December 15 prior to the beginning of each following Company Fiscal Year, an annual capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an annual operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” ”) for the Company for such upcoming Company Fiscal Year, which shall reflect a reasonably detailed estimate of the proposed operations (including development) and together with expenses of the Company for such Company Fiscal Year, and which shall include the proposed Annual Distribution Policy (including the Required Distribution Amount) for such Company Fiscal Year and an annual business plan and leasing plan, shall be submitted by the Chief Executive Officer to the Board of Directors for approval. The Annual Capital Budget, Budget and the “Business Plan”). Each Annual Operating Budget prepared are each referred to as an “Annual Budget” and are referred to together as the “Annual Budgets,” as applicable. The initial Annual Budgets for a the 2020 Company Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items are attached as Exhibit E and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days Exhibit F. Between October and mid-December prior to the meeting beginning of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s requesteach following Fiscal Year, the Company will provide the Board of Directors with regular periodic updates regarding the budget process, including draft Annual Budgets and draft Annual Distribution Policy that is being developed by the Company for the next Fiscal Year (with the initial drafts of such budgets and policies, which shall communicate any written comments reflect the same level of detail as final budgets and policies are required by this Agreement to reflect, to be provided by October 31 of the Unilever Stockholder on the Business Plan to each then-current Fiscal Year). (b) Each member of the Board of Directors shall be required to either approve or disapprove the Annual Budgets no later than thirty (30) Days after the date on which the Chief Executive Officer delivered the proposed Annual Budgets, it being agreed and understood that if any Director fails to expressly approve such Annual Budgets in writing within such thirty (30) Day period, then such failure to approve shall be deemed a disapproval by such Director. Except as set forth in the Series B Unit Designation, if the Board of Directors unanimously approves an Annual Budget as presented, then such Annual Budget shall be deemed to be adopted and approved as an Annual Budget for the applicable Company Fiscal Year. If any such proposed Annual Budget is not approved (or is deemed disapproved) by the Board of Directors, the Chief Executive Officer shall consider in good faith any feedback he or she receives from the Board of Directors and subsequently may (but shall not be required to) resubmit a revised Annual Budget for the Board of Directors’ approval. Each member of the Board of Directors shall be required to either approve or disapprove such revised Annual Budget in accordance with the procedures set forth above no later than fifteen (15) Days after the date on which the Company’s Chief Executive Officer delivers such revised Annual Budget. If the Board of Directors approves a revised Annual Budget as presented, then such Annual Budget shall be deemed to be adopted and approved as an Annual Budget for the applicable Company Fiscal Year. If any Annual Budget or revised Annual Budget is not approved (or is deemed disapproved) by the Board of Directors, then the applicable Annual Budget for the preceding year shall be deemed to be adopted and approved as an Annual Budget for the applicable Company Fiscal Year, with the following being deemed to be adopted and approved as part of such Annual Budget: (i) any increases in expenses with respect to Non-Controllable Items and (ii) percentage increases or decreases to each item therein other than any Non-Controllable Items in an amount equal to the annual percentage increase or decrease, respectively, in the CPI; provided that in no event shall any percentage increase pursuant to this clause (ii) be greater than the greater of (I) 2.5% and (II) the percentage increase in the Company LTM FFO (measured by comparing the Company LTM FFO as of December 31 immediately prior to the meeting Company Fiscal Year to which the to-be-adopted Annual Budget relates to the Company LTM FFO as of one year prior to such date); provided, further, that non-ordinary course expenditures that have not yet been committed pursuant to a prior year’s Annual Budget (e.g., a new development to be initiated in the upcoming Company Fiscal Year or the acquisition of a new property in the upcoming Company Fiscal Year), and tenant improvements, tenant allowances, landlord work and other tenant inducement costs and similar expenses that have not yet been committed pursuant to a prior year’s Annual Budget, and that either (x) are with respect to any lease covering more than twenty thousand (20,000) square feet of gross leasable area or (y) involve more than two million Dollars ($2,000,000) for any lease, will not be deemed adopted and approved (however, and for the avoidance of doubt, ordinary course expenditures for property-level repairs and maintenance, to continue projects to the extent previously approved in a prior year’s Annual Budget and other tenant improvements, tenant allowances, landlord work and other tenant inducement costs and similar expenses, in each case, to the extent previously approved in a prior year’s Annual Budget, will be considered to be a part of the deemed approved prior year’s applicable Annual Budget, subject to any limitations and schedules agreed to therewith, and subject to increase as set forth above in this paragraph, and will be deemed permitted in accordance with this paragraph). (c) The Chief Executive Officer shall have the right, from time to time during each Company Fiscal Year, to submit a proposed amendment to an Annual Budget to the Board convened of Directors for approval, which amendment shall specify whether (and the purpose extent to which) the changes reflect non-ordinary course expenditures, and any such approved amendment shall be deemed part of considering the Annual Budgets hereunder. The Board of Directors shall review all proposed amendments to such Annual Budget, and voting on if any such Business Plan amendment is approved by the Board of Directors, such amendment shall be deemed to be part of the Annual Budget for all purposes of this Agreement. (d) The Company shall be operated in all material respects in accordance with the “Business Plan Meeting”)Annual Budgets with respect to controllable actions contemplated by the Annual Budget, such as expenditures of funds other than for Non-Controllable Items. At each Business Plan MeetingFor the avoidance of doubt and notwithstanding anything herein to the contrary, Special (X) Non-Controllable Items and Post Measurement Period Special Programs any distributions made by the Company in accordance with Section 5.2 shall not be limited by this Section 6.16(d), and the amount by which any such expenditure or distribution exceeds the amount therefor set forth in the Annual Budgets shall not be counted in determining whether a variance or deviation has occurred and (Y) expenditures made from any contingency or unspecified line item in the Annual Capital Budget available therefor shall not be counted in determining whether a variance or deviation has occurred. For the avoidance of doubt and notwithstanding anything herein to the contrary, neither the Chief Executive Officer nor the Company (I) shall have any obligation to meet or exceed any performance variables, thresholds, goals or results that may be set forth in any Annual Budget or (II) is making, or shall be considered and voted on separately from deemed to have made, any guaranty, representation or warranty of the Business Plan and a record shall estimations set forth in any Annual Budget or with respect to the results or quality of performance of any actions that may be kept of whether the Capital Directors voted for or against approval thereofcontemplated by any Annual Budget.

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing Date, and for each Fiscal Year thereafter No later than sixty (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period)60) days before Completion, the executive officers of the Company will timely Operating Member shall prepare or cause to be prepared by the Property Manager for the Property, for CNL’s review and submitted approval, a proposed operating budget and a proposed capital budget, each for the following fiscal year of the Company (or portion thereof if Completion does not occur on January 1) in a form reasonably satisfactory to CNL. The Operating Member shall consult with CNL with respect to such proposed operating budget and proposed capital budget. Once approved by CNL, the Board for its reviewapplicable final proposed operating budget shall become the “Operating Budget” hereunder, consideration and approval (a) a and, once approved by CNL, the applicable final proposed capital budget (shall become the “Annual Capital Budget”) ” hereunder. Thereafter, no later than November 1st of each year, the Operating Member shall prepare or cause to be prepared by the Property Manager for the Property, for CNL’s review and approval, a proposed operating budget and a proposed capital budget for the upcoming calendar year. The Operating Member shall consult with CNL with respect to such proposed operating budget and proposed capital budget with the goal that CNL and Woodfield agree on each such proposed budget on or before December 1st of each year. If approved by CNL, the final proposed operating budget for such subsequent year shall become the then operative “Operating Budget” hereunder. If approved by CNL, the final proposed capital budget for such subsequent year shall become the then operative “Capital Budget” hereunder. If, as of the commencement of any Fiscal Year, which will set forth all or any portion of a proposed Operating Budget has not been approved by CNL, the Operating Member shall be authorized to operate the Company in reasonable line item detail accordance with those portions of the prior Fiscal Year’s Operating Budget that pertain to the portions of the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared that have not been so approved. Notwithstanding the foregoing, until a new Operating Budget for a Fiscal Year or part thereof ending after is approved by CNL, the fourth anniversary Operating Member may make expenditures for real estate taxes, scheduled debt service payments, insurance premiums for insurance maintained in accordance with the terms of this Agreement, common area expenses, fulfillment of obligations to tenants under Permitted Leases and utilities, regardless of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such amounts permitted therefore in the prior Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the CompanyYear’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofOperating Budget.

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing Date, and for each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and approval (a) a capital An employee of Royal Street designated by the Management Committee (“Budget Officer”) shall prepare the initial annual budget (the “Annual Capital Budget”) for the twelve (12) month period beginning on the Effective Date, or such Fiscal Yearother period as the Management Committee may specify, which will set forth and submit it to the Management Committee for its approval. Except as otherwise expressly provided in reasonable line item detail this Agreement, only the Management Committee, acting by majority vote, shall have the authority to modify the proposed capital expenditures Annual Budget on a line-by-line basis and shall endeavor to approve the Annual Budget within thirty (30) days of its submission (or such other time period as the Company for such Fiscal Year or part thereof, and Management Committee may establish). (b) an operating budget for For all Annual Budgets subsequent to the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “initial Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after Officer shall prepare and submit to the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar Management Committee at least ninety (90) days prior to the meeting expiration of the Board at which twelve (12) month period covered by the immediately preceding Annual Budget, or such Business Plan will other date as the Management Committee shall direct in writing, a proposed Annual Budget for the following twelve (12) month period. Except as otherwise expressly provided in this Agreement, the Management Committee, acting by majority vote, shall have the authority to modify the proposed Annual Budget on a line-by-line basis and shall endeavor to approve the Annual Budget within thirty (30) days of its submission (or such other time period as the Management Committee may establish). If the Management Committee does not approve an Annual Budget before the then-current Annual Budget expires, the Royal Street Systems shall be presented operated in accordance with the Annual Budget for approval. During the prior twelve (12) month period until such 20-day time as the Management Committee approves a new Annual Budget. (c) Each proposed Annual Budget shall set forth, in reasonable detail, the projected items of cost and expenses of operating the Royal Street Systems during the relevant period, including capital expenditures, expenses, as well as the Unilever Stockholder shall have a reasonable opportunityprojected revenues, upon reasonable notice and during normal business hoursby source, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s requestfor that period. In addition, the Company Annual Budget shall communicate any written comments set forth the various items of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened capital expense projected for the purpose relevant period, including, but not limited to, costs of considering site construction, improvements in technical facilities, expansion of system capacity and voting introduction of new services. (d) The Management Committee may, in its discretion, adopt Annual Budgets on such Business Plan a fiscal year basis. To the extent necessary to employ a fiscal year Annual Budget and planning process, the Management Committee may, during the transition period, employ an Annual Budget or planning period of more than or less than twelve (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereof12) months.

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing Date, and for each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and approval (a) a On or before December 15 prior to the beginning of each following Company Fiscal Year, an annual capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an annual operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” ”) for the Company for such upcoming Company Fiscal Year, which shall reflect a reasonably detailed estimate of the proposed operations (including development) and together with expenses of the Company for such Company Fiscal Year, and which shall include the proposed Annual Distribution Policy (including the Required Distribution Amount) for such Company Fiscal Year and an annual business plan and leasing plan, shall be submitted by the Chief Executive Officer to the Board of Directors for approval. The Annual Capital Budget, Budget and the “Business Plan”). Each Annual Operating Budget prepared are each referred to as an “Annual Budget” and are referred to together as the “Annual Budgets,” as applicable. The initial Annual Budgets for a the 2020 Company Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items are attached as Exhibit E and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days Exhibit F. Between October and mid-December prior to the meeting beginning of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s requesteach following Fiscal Year, the Company will provide the Board of Directors with regular periodic updates regarding the budget process, including draft Annual Budgets and draft Annual Distribution Policy that is being developed by the Company for the next Fiscal Year (with the initial drafts of such budgets and policies, which shall communicate any written comments reflect the same level of detail as final budgets and policies are required by this Agreement to reflect, to be provided by October 31 of the Unilever Stockholder on the Business Plan to each then-current Fiscal Year). (b) Each member of the Board of Directors shall be required to either approve or disapprove the Annual Budgets no later than thirty (30) Days after the date on which the Chief Executive Officer delivered the proposed Annual Budgets, it being agreed and understood that if any Director fails to expressly approve such Annual Budgets in writing within such thirty (30) Day period, then such failure to approve shall be deemed a disapproval by such Director. If the Board of Directors unanimously approves an Annual Budget as presented, then such Annual Budget shall be deemed to be adopted and approved as an Annual Budget for the applicable Company Fiscal Year. If any such proposed Annual Budget is not approved (or is deemed disapproved) by the Board of Directors, the Chief Executive Officer shall consider in good faith any feedback he or she receives from the Board of Directors and subsequently may (but shall not be required to) resubmit a revised Annual Budget for the Board of Directors’ approval. Each member of the Board of Directors shall be required to either approve or disapprove such revised Annual Budget in accordance with the procedures set forth above no later than fifteen (15) Days after the date on which the Company’s Chief Executive Officer delivers such revised Annual Budget. If the Board of Directors approves a revised Annual Budget as presented, then such Annual Budget shall be deemed to be adopted and approved as an Annual Budget for the applicable Company Fiscal Year. If any Annual Budget or revised Annual Budget is not approved (or is deemed disapproved) by the Board of Directors, then the applicable Annual Budget for the preceding year shall be deemed to be adopted and approved as an Annual Budget for the applicable Company Fiscal Year, with the following being deemed to be adopted and approved as part of such Annual Budget: (i) any increases in expenses with respect to Non-Controllable Items and (ii) percentage increases or decreases to each item therein other than any Non-Controllable Items in an amount equal to the annual percentage increase or decrease, respectively, in the CPI; provided that in no event shall any percentage increase pursuant to this clause (ii) be greater than the greater of (I) 2.5% and (II) the percentage increase in the Company LTM FFO (measured by comparing the Company LTM FFO as of December 31 immediately prior to the meeting Company Fiscal Year to which the to-be-adopted Annual Budget relates to the Company LTM FFO as of one year prior to such date); provided, further, that non-ordinary course expenditures that have not yet been committed pursuant to a prior year’s Annual Budget (e.g., a new development to be initiated in the upcoming Company Fiscal Year or the acquisition of a new property in the upcoming Company Fiscal Year), and tenant improvements, tenant allowances, landlord work and other tenant inducement costs and similar expenses that have not yet been committed pursuant to a prior year’s Annual Budget, and that either (x) are with respect to any lease covering more than twenty thousand (20,000) square feet of gross leasable area or (y) involve more than two million Dollars ($2,000,000) for any lease, will not be deemed adopted and approved (however, and for the avoidance of doubt, ordinary course expenditures for property-level repairs and maintenance, to continue projects to the extent previously approved in a prior year’s Annual Budget and other tenant improvements, tenant allowances, landlord work and other tenant inducement costs and similar expenses, in each case, to the extent previously approved in a prior year’s Annual Budget, will be considered to be a part of the deemed approved prior year’s applicable Annual Budget, subject to any limitations and schedules agreed to therewith, and subject to increase as set forth above in this paragraph, and will be deemed permitted in accordance with this paragraph). (c) The Chief Executive Officer shall have the right, from time to time during each Company Fiscal Year, to submit a proposed amendment to an Annual Budget to the Board convened of Directors for approval, which amendment shall specify whether (and the purpose extent to which) the changes reflect non-ordinary course expenditures, and any such approved amendment shall be deemed part of considering the Annual Budgets hereunder. The Board of Directors shall review all proposed amendments to such Annual Budget, and voting on if any such Business Plan amendment is approved by the Board of Directors, such amendment shall be deemed to be part of the Annual Budget for all purposes of this Agreement. (d) The Company shall be operated in all material respects in accordance with the “Business Plan Meeting”)Annual Budgets with respect to controllable actions contemplated by the Annual Budget, such as expenditures of funds other than for Non-Controllable Items. At each Business Plan MeetingFor the avoidance of doubt and notwithstanding anything herein to the contrary, Special (X) Non-Controllable Items and Post Measurement Period Special Programs any distributions made by the Company in accordance with Section 5.2 shall not be limited by this Section 6.16(d), and the amount by which any such expenditure or distribution exceeds the amount therefor set forth in the Annual Budgets shall not be counted in determining whether a variance or deviation has occurred and (Y) expenditures made from any contingency or unspecified line item in the Annual Capital Budget available therefor shall not be counted in determining whether a variance or deviation has occurred. For the avoidance of doubt and notwithstanding anything herein to the contrary, neither the Chief Executive Officer nor the Company (I) shall have any obligation to meet or exceed any performance variables, thresholds, goals or results that may be set forth in any Annual Budget or (II) is making, or shall be considered and voted on separately from deemed to have made, any guaranty, representation or warranty of the Business Plan and a record shall estimations set forth in any Annual Budget or with respect to the results or quality of performance of any actions that may be kept of whether the Capital Directors voted for or against approval thereofcontemplated by any Annual Budget.

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing Date, and for each Fiscal Year thereafter No later than sixty (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period)60) days before Completion, the executive officers of the Company will timely Operating Member shall prepare or cause to be prepared by the Property Manager for the Property, for CNL’s review and submitted approval, a proposed operating budget and a proposed capital budget, each for the following fiscal year of the Company (or portion thereof if Completion does not occur on January 1) in a form reasonably satisfactory to CNL. The Operating Member shall consult with CNL with respect to such proposed operating budget and proposed capital budget. Once approved by CNL, the Board for its reviewapplicable final proposed operating budget shall become the “Operating Budget” hereunder, consideration and approval (a) a and, once approved by CNL, the applicable final proposed capital budget (shall become the “Annual Capital Budget”) ” hereunder. Thereafter, no later than November 1st of each year, the Operating Member shall prepare or cause to be prepared by the Property Manager for the Property, for CNL’s review and approval, a proposed operating budget and a proposed capital budget for the upcoming calendar year. The Operating Member shall consult with CNL with respect to such proposed operating budget and proposed capital budget with the goal that CNL and TRG agree on each such proposed budget on or before December 1st of each year. If approved by CNL, the final proposed operating budget for such subsequent year shall become the then operative “Operating Budget” hereunder. If approved by CNL, the final proposed capital budget for such subsequent year shall become the then operative “Capital Budget” hereunder. If, as of the commencement of any Fiscal Year, which will set forth all or any portion of a proposed Operating Budget has not been approved by CNL, the Operating Member shall be authorized to operate the Company in reasonable line item detail accordance with those portions of the prior Fiscal Year’s Operating Budget that pertain to the portions of the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared that have not been so approved. Notwithstanding the foregoing, until a new Operating Budget for a Fiscal Year or part thereof ending after is approved by CNL, the fourth anniversary Operating Member may make expenditures for real estate taxes, scheduled debt service payments, insurance premiums for insurance maintained in accordance with the terms of this Agreement, common area expenses, fulfillment of obligations to tenants under Permitted Leases and utilities, regardless of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such amounts permitted therefore in the prior Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the CompanyYear’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofOperating Budget.

Annual Budgets. As promptly as practicable following the Closing Date date hereof for the remaining part of the first Fiscal Year ending at least two months after the Closing Datedate hereof, and for each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board Table of Contents for its review, consideration and approval (a) a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereof.

Annual Budgets. As promptly as practicable following For each fiscal year during the Closing Date for the remaining part term of the first Fiscal Year ending at least two months after the Closing DateLoan, and Borrower shall submit to Lender for each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and Lender’s written approval (a) a capital budget (the “an Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar sixty (60) days prior to the meeting commencement of such fiscal year (provided that the Board at Annual Budget for the fiscal year in which such Business Plan will the date hereof occurs shall be presented submitted to Lender for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board its approval prior to the meeting date hereof, in form satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the Property. Each Annual Budget shall contain, among other things, limitations on management fees, third party service fees, and other expenses as Borrower may reasonably determine. Lender shall have the right to approve such Annual Budget, and in the event that Lender objects to the proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall within three (3) days after receipt of notice of any such objections revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall revise the same in accordance with the process described in this subparagraph until the Lender approves an Annual Budget. Until such time as Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expenses. Failure of the Board convened Borrower to submit, in a timely fashion, Annual Budgets in accordance with the provisions of this Section 3.8, shall constitute, at Lender’s option, an Event of Default. In addition, and without limiting any of the foregoing, the receipt and approval by Lender of an Annual Budget as required hereunder shall be a condition precedent to any obligation hereunder of Lender to release any funds from the Cash Management Account for the purpose payment of considering Cash Expenses, Net Capital Expenditures and/or Extraordinary Expenses, and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs Borrower expressly acknowledges that it shall be considered responsible for the current and voted on separately from the Business Plan and a record timely payment of such expenses notwithstanding that Lender’s shall not be kept of whether the Capital Directors voted for or against approval thereofrequired to release such funds.

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at At least two months after the Closing Date, and for each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and approval (a) a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar 120 days prior to the meeting end of each Fiscal Year beginning with the Fiscal Year ending June 30, 2016, TSP shall prepare and submit to the Joint Board, for Joint Board approval, in hard copy and mutually agreed upon electronic form, proposed annual budgets for the remaining full and partial Fiscal Years during the Term (prepared in monthly detail with a breakdown approved by the Joint Board and in current dollars for each year of expenditure with respect to all Fiscal Years). Such proposed annual budget shall be TSP’s good faith estimate of (i) all reimbursable Major Spare Parts Costs expected to be incurred by TSP in performing the Operations and Maintenance Work for the same period in accordance with the Spare Parts Inventory Plan, itemized according to the list of reimbursable Major Spare Parts; plus (ii) any additional Pass-Through Cost Items expected to be incurred by TSP pursuant to Section 12.12.3 based on TSP’s current knowledge. The proposed annual budgets shall be prepared in a format approved by the Joint Board. The list of Reimbursable Major Spare parts shall be included in the annual Budget submission. The Joint Board shall promptly review it and may request in writing changes, additions, deletions and modifications. The Joint Board’s lack of prompt action shall not entitle TSP to a Change Order, and instead the provisions of Section 12.13.3 shall apply. The Joint Board and TSP will then meet to agree upon the final Budget (for each Fiscal Year) which shall be adopted in writing by both Parties. An approved final Budget shall remain in effect throughout the applicable Fiscal Year, (i) subject to adjustment or revision as set forth in Section 13, and (ii) in the case of the Board at which Budgets adopted for subsequent Fiscal Years, subject to being superseded by later Budgets adopted for such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofFiscal Years in accordance with this Section 12.13.2.

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing Date, and for each Fiscal Year thereafter No later than sixty (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period)60) days before Completion, the executive officers of the Company will timely Operating Member shall prepare or cause to be prepared by the Property Manager for the Property, for the Members review, a proposed operating budget and submitted a proposed capital budget, each for the following fiscal year of the Company (or portion thereof if Completion does not occur on January 1) in a form reasonably satisfactory to the Board Members. The Operating Member shall consult with the Members with respect to such proposed operating budget and proposed capital budget. Once approved as required pursuant to the provisions of Section 6.2(a), the applicable final proposed operating budget shall become the “Operating Budget” hereunder, and, once approved pursuant to the provisions of Section 6.2(a), the applicable final proposed capital budget shall become the “Capital Budget” hereunder. Thereafter, no later than November 1st of each year, the Operating Member shall prepare or cause to be prepared by the Property Manager for its the Property, for the Members review, consideration a proposed operating budget and approval (a) a proposed capital budget (for the upcoming calendar year. The Operating Member shall consult with the Members with respect to such proposed operating budget and proposed capital budget with the goal that CNL and LMI agree on each such proposed budget on or before December 1st of each year. If approved pursuant to the provisions of Section 6.2(a), the final proposed operating budget for such subsequent year shall become the then operative “Annual Operating Budget” hereunder. If approved by pursuant to the provisions of Section 6.2(a), the final proposed capital budget for such subsequent year shall become the then operative “Capital Budget”) for such ” hereunder. If, as of the commencement of any Fiscal Year, which will set forth all or any portion of a proposed Operating Budget has not been approved as required by the provisions of Section 6.2(a), the Operating Member shall be authorized to operate the Company in reasonable line item detail accordance with those portions of the prior Fiscal Year’s Operating Budget that pertain to the portions of the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared that have not been so approved. Notwithstanding the foregoing, until a new Operating Budget for a Fiscal Year or part thereof ending after is approved as required by the fourth anniversary provisions of Section 6.2(a), the Operating Member may make expenditures for real estate taxes, scheduled debt service payments, insurance premiums for insurance maintained in accordance with the terms of this Agreement, common area expenses, fulfillment of obligations to tenants under Permitted Leases and utilities, regardless of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such amounts permitted therefore in the prior Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the CompanyYear’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofOperating Budget.

Annual Budgets. As promptly as practicable following For each fiscal year commencing with the Closing Date for fiscal year in which the remaining part earlier of the first Fiscal Year ending at least two months after the Closing Date, and for each Fiscal Year thereafter (including, if Anticipated Repayment Date or a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period)Sweep Event occurs, the executive officers Borrower shall submit to Lender for Lender’s written approval of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and approval (a) a capital an annual budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar sixty (60) days prior to the meeting commencement of the Board at fiscal year in which the Anticipated Repayment Date occurs or sixty (60) days from the occurrence of a Cash Sweep Event 2 or Cash Sweep Event 3, as applicable, in form satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating, capital and other expenses for each Property. Each Annual Budget shall contain, among other things, management fees, third party service fees, and other expenses as the Borrower may reasonably determine. Lender shall have the right to approve such Business Plan will Annual Budget (which approval shall not be presented for approvalunreasonably withheld or delayed), and in the event that Lender objects to the proposed Annual Budget submitted by the Borrower, Lender shall advise the Borrower of such objection within fifteen (15) days after receipt thereof (and deliver to the Borrower a reasonably detailed description of such objection) and the Borrower shall within three (3) business days after receipt of notice of any such objection revise such Annual Budget and resubmit the same to Lender. During Lender shall advise the Borrower of any objections to such 20-day periodrevised Annual Budget within ten (10) days after receipt thereof (and deliver to the Borrower a reasonably detailed description of such objections) and the Borrower shall revise the same in accordance with the process described in this subsection until the Lender approves an Annual Budget, provided, however, that if Lender shall not advise the Borrower of its objections to any proposed Annual Budget within the applicable time period set forth in this paragraph, then such proposed Annual Budget shall be deemed approved by Lender. Until such time as Lender approves a proposed Annual Budget, the Unilever Stockholder most recently Approved Annual Budget shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on apply; provided that such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs Approved Annual Budget shall be considered adjusted to reflect actual increases in real estate taxes, insurance premiums and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofutilities expenses.

Annual Budgets. (i) As promptly as practicable following part of each Asset Business Plan, the Closing Date Liquidator shall prepare and submit to the Company for the remaining Company's approval each year a detailed budget for each Property consistent with the Plan of Liquidation to the extent applicable, projecting all revenues expected to be received and projecting all costs and operating and capital expenses expected to be incurred during the following one (1) calendar year, together with projected leasing activity and costs and repair and maintenance costs. In such budget, the Liquidator may expressly correlate an income category with a corresponding expense category and expressly provide that if the actual income category exceeds the budget, the corresponding expense category in the budget shall be deemed increased by the same percentage as the actual income with respect to such income category exceeds the budgeted amount for such income category. For example, if in the budget, the Liquidator provides for corresponding income and expense categories and in such budget the income category equals $100 and the corresponding expense category equals $50, if actual income with respect to such income category is $110, then the expense category will be deemed automatically increased by a corresponding percentage (in this example 10%) to $55. The Liquidator shall explain in reasonable detail any assumptions used in projecting real estate taxes, insurance and general and administrative costs and proposed capital expenditures, and including, without limitation, all Third Party expenditures, and Fees payable to the Liquidator hereunder, and a comparison of projected revenues and expenses against prior year actual (including an explanation of material deviations). Such budgets shall be supplemented by such information as the Company may reasonably request from time to time within the scope of the Liquidator's responsibility under this Agreement and shall include a projection of costs and expenses expected to be incurred during the following calendar year on a monthly basis. The format of such budgets shall be reasonably acceptable to the Company. Such new budget(s) shall, upon approval thereof by the Company, become the Approved Budget(s) for the applicable Property. Unless and until the Company approves such new budget, however, the Liquidator shall use all commercially reasonable efforts to continue to manage the applicable Property in accordance with the then existing Approved Budget(s) until such new budget or budgets are approved. (ii) The Liquidator shall use commercially reasonable efforts to avoid causing the actual costs of the ownership, management and disposition of the Properties to exceed the applicable Approved Budget(s) either in total or in any one accounting category. Any expense causing or likely to cause a variance of more than $25,000 shall be promptly explained to the Company by the Liquidator as a part of the first Fiscal Year ending at least two months after Liquidator's monthly reporting pursuant to Section 4.4(d) below. All expenses shall be charged to the Closing Date, and for each Fiscal Year thereafter (including, if a change proper budget line item or accounting category as specified in the date on which a Fiscal Year ends Approved Schedule of Accounts and no expense may be classified or reclassified for the purpose of avoiding an excess in the annual budgeted amount of any line item or accounting category. Subject to the provisions of paragraph 3(b) of EXHIBIT B, the Liquidator shall secure the Company's prior written approval before expending, obligating the Company for or approving any expenditure that would result in a fiscal year period of less budget line item or category being exceeded by more than 12 months, $25,000. (iii) The Liquidator shall further prepare and propose for the Company's approval from time to time such period), additional revisions to the executive officers Approved Budget(s) as may reasonably be required to reflect changes in costs or expenditures in redevelopment and management of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and approval (a) a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofProperties.

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least two months No more than 30 days after the Closing Date, and for commencement of each Fiscal Year thereafter during the term of the Loan, and within 30 days after the occurrence of any Event of Default (including, if a change provided such Event of Default is continuing and has not been waived in writing by Lender prior to the date on which a Fiscal Year ends would result in a fiscal year period end of less than 12 months, for such 30-day period), Borrower shall deliver to Lender an Annual Property Budget for the executive officers Properties, and Sponsor’s Annual G&A Budget, in each case for the ensuing Fiscal Year and, promptly after preparation thereof, any subsequent revisions thereto, which delivery shall be for informational purposes only so long as no Event of Default is continuing. During the Company will timely prepare continuance of any Event of Default, such Annual Property Budget and such Annual G&A Budget, and any revisions thereto, shall be subject to Lender’s prior written approval (the Annual Property Budget, as so approved, the “Approved Annual Property Budget”, and the Annual G&A Budget, as so approved, the “Approved G&A Budget”). Borrower shall not amend any Approved Annual Property Budget or cause Approved G&A Budget more than once in any 60-day period. Lender shall advise Borrower of any objections to each such revised budget within 10 days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this subsection until Lender approves such budget. Any proposed Annual Property Budget, Annual G&A Budget, or revision thereof submitted for ▇▇▇▇▇▇’s approval in an envelope or sent electronically by PDF marked “URGENT – ▇▇▇▇▇▇’S ATTENTION REQUIRED WITHIN 30 DAYS”, shall be prepared and deemed approved if Lender shall not have notified Borrower in writing of its disapproval thereof within ten days after Borrower shall have given Lender written notice confirming that at least 30 days have elapsed since such submission, which written notice shall be submitted to the Board for its review, consideration and approval (a) a capital budget (the Lender in an envelope marked “URGENT – SECOND AND FINAL NOTICE – ▇▇▇▇▇▇’S ATTENTION REQUIRED BY [DATE]”). During any period that Lender has not approved or been deemed to have approved an Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Property Budget, the “Business Plan”). Each Approved Annual Operating Property Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days in effect immediately prior to the meeting delivery of the Board at which such Business Plan will be presented for approval. During such 20-day periodAnnual Property Budget shall, the Unilever Stockholder until a new Annual Property Budget shall have a reasonable opportunitybeen approved, upon reasonable notice be deemed to be the then-applicable Approved Annual Property Budget. Lender has heretofore approved the Annual Property Budget and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened Annual G&A Budget for the purpose remainder of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofcalendar year 2025.

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing Date, and for each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and approval (a) Each Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender, by December 31st of each year during the Term, (i) a proposed pro forma operating expense budget for the Property owned by such Borrower for the succeeding calendar year (the “Annual Operating Budget”) showing, on a month-by-month basis, in reasonable detail, each line item of such Borrower’s anticipated operating income and operating expenses (on an accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder, if any, and (ii) promptly after preparation thereof, any revisions to such Annual Operating Budget. During the continuance of a Cash Management Period, the Annual Operating Budget (and any revisions thereof) shall be subject to approval by Lender, which approval shall not be unreasonably withheld or delayed. Each Annual Operating Budget approved by Lender is referred to herein as the “Approved Operating Budget”. During the continuance of a Cash Management Period until such time that any Annual Operating Budget has been approved by Lender, the prior Annual Operating Budget or Approved Operating Budget (as the case may be) shall apply for all purposes hereunder (with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses)). (b) Each Borrower shall prepare and submit (or shall cause Manager to prepare and submit) to Lender by December 31st of each year during the Term, for approval by Lender, which approval shall not be unreasonably withheld or delayed, (i) a proposed pro forma capital expense budget for the Property for the succeeding calendar year showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part and (ii) promptly after preparation thereof, and (b) an operating budget for the Company for any revisions to such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Capital Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided approved by Lender is referred to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (herein as the “Business Plan MeetingApproved Capital Budget”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereof.

Annual Budgets. As promptly as practicable following part of each Asset Business Plan, Operating Member shall prepare and submit to the Closing Date Class A Member for the remaining part of Class A Member's approval each year a budget for each Property, projecting all revenues expected to be received with respect to such Property during the first Fiscal Year ending at least two months after the Closing Datefollowing one (1) calendar year, together with projected capital requirements, projected occupancy and average daily room rates, and for each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers projected expenses of the Company and Subsidiary Companies. The Class A Member acknowledges that certain information contained in the Annual Budget will timely prepare or cause be produced by tenants under Leases. The Operating Member shall use commercially reasonable efforts to be obtain all of the foregoing information from such tenants and covenants to provide the Class A Member with copies of all materials prepared and submitted to by such tenants which the Board for its review, consideration and approval (a) a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth Operating Member receives. Operating Member shall explain in reasonable line item detail the proposed capital expenditures of the any assumptions used in projecting all revenue and Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flowsincluding fees payable to Operating Member hereunder, real estate taxes, insurance and general and administrative costs and proposed capital expenditures, balance sheets and key budget assumptions) a comparison of projected revenues and expenses against prior year actual (including an explanation of material deviations). In such budget, Operating Member may expressly correlate an income category with a corresponding expense category and expressly provide that if the “Annual Operating Budget” and together with actual income category exceeds the Annual Capital Budgetbudget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after corresponding expense category in the fourth anniversary of budget shall be deemed increased by the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed same percentage as the actual income with respect to such income category exceeds the budgeted amount for such Fiscal Year income category. For example, if in the budget, Operating Member provides for corresponding income and expense categories and in such budget the income category equals $100 and the corresponding expense category equals $50, if actual income with respect to such income category is $110, then the expense category will be deemed automatically increased by a corresponding percentage (in this example 10%) to $55. Such budgets shall be supplemented by a sales and marketing plan, a capital plan and such information as the Class A Member may reasonably request the Operating Member to produce, or part thereofobtain from tenants under Leases, from time to time. Draft copies The format of such budgets shall be reasonably acceptable to the Business Plan Class A Member. ▇▇▇▇▇▇▇ ▇-▇ MONTHLY REPORTS The Class A Member acknowledges that certain Property related information contained in the Monthly Reports will be provided to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened by tenants under Leases for the purpose of considering monitoring gross revenues and voting the net worth of such tenants. The Operating Member shall use commercially reasonable efforts to obtain all of the foregoing information from such tenants and provide copies of all reports required hereunder to the Class A Member on-line or by computer diskette. The general requirements for all monthly statements and other financial reports are as follows: (i) The monthly statement and other reports required by the Class A Member will include other items as reasonably specified in the Asset Business Plan; and (ii) The monthly statement shall include, but not be limited to, the following materials relating to the Company's or Subsidiary Company's ownership of the Properties. (A) A transmittal letter which highlights key financial matters relating to the Company and the Subsidiary Company, including comments on such Business Plan the performance of each Property and the status of any mortgage loan then in default; (B) A balance sheet as of month end, prepared on an accrual basis, showing current month and prior month balances with the “Business Plan Meeting”)change from prior month, an accrual basis statement of income and expense and a cash flow statement reconciling from net income to net cash flow on a monthly and year-to-date basis in each case on an individual and consolidated basis. At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs All expenses shall be considered and voted on separately from included in such statements, regardless of the Business Plan and a record shall be kept source of whether the Capital Directors voted for or against approval thereofpayment.

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at At least two months after the Closing Date, and for each Fiscal Year thereafter ninety (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and approval (a90) a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting commencement of each OLHS- NL “fiscal year” (defined as July 1 through June 30) during the Term of this Agreement (each, an “Annual Service Period”), Manager shall develop and submit to the OLH Entities for mutual agreement of the Board at parties a proposed annual business plan and operating and capital cost budget for such applicable fiscal year in connection with the conduct of the Business by each OLH Entity (each, an “Annual Budget”). The Annual Budget for the first Annual Service Period (which such Business Plan shall begin on the Effective Date and end on the last day of the then current fiscal year) for each OLH Entity will be presented mutually agreed upon by the parties within thirty (30) days of the Effective Date. Each Annual Budget shall identify the specific categories, scope and amount of approved Reimbursable Costs that may be incurred by Manager during the applicable Annual Service Period. Upon request, Manager shall provide detailed support for approvalthe Reimbursable Costs. During The parties acknowledge and agree that each such 20Annual Budget may contain fixed and flexible budget line items, to the extent mutually approved by the parties, to account for potential and reasonable variations in actual operational activity and performance within the Business. The parties further acknowledge and agree that Manager’s approved Reimbursable Costs will directly relate to its provision of Services as described in this Agreement. The OLHS-day periodNL Annual Budget is considered “final” upon approval by the OLHS-NL Board upon recommendation by the OLHS-NL Joint Management Committee. The Annual Budgets of OLH, OLH-Shreveport, and OLH-Monroe are considered final upon approval by the Joint Management Committee. The OLHS-NL Board or Joint Management Committee shall notify Manager in writing of approval of the Annual Budgets of the OLH Entities. Upon receipt of written notification of approval of the Annual Budgets, Manager may proceed, on behalf of the Business, with making the expenditures and overseeing the actions contemplated in the Annual Budget for the applicable fiscal year. If, following adoption of the initial Annual Budgets, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board Annual Budget(s) are not final prior to the meeting July 1 commencement date of the Board convened next Annual Service Period, the Manager will continue to operate under the provisions of the prior Annual Budget(s) until the new Annual Budget(s) are finalized, and Manager may make capital expenditures for (i) any ongoing or additional capital projects expressly approved by the OLH Entities to be funded in the new Annual Service Period notwithstanding the failure to adopt a new capital budget for the purpose new Annual Services Period, or (ii) capital projects and expenditures required to ensure the health and safety of considering the patients of the Hospitals and/or to maintain the licensures and voting on such Business Plan (accreditations used in the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from operation of the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofBusiness.

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at At least two months after the Closing Date, and for each Fiscal Year thereafter ninety (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and approval (a90) a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting commencement of each OLPG “fiscal year” (defined as July 1 through June 30) during the Term of this Agreement (each, an “Annual Service Period”), Administrator shall develop and submit to OLPG for mutual agreement of the Board at parties a proposed annual business plan and operating and capital cost budget for such applicable fiscal year in connection with the conduct of the Faculty Practice (each, an “Annual Budget”). The Annual Budget for the first Annual Service Period (which such Business Plan shall begin on the Effective Date and end on the last day of the then current fiscal year) will be presented mutually agreed upon by the parties within thirty (30) days of the Effective Date. Each Annual Budget shall identify the specific categories, scope and amount of approved Reimbursable Costs that may be incurred by Administrator during the applicable Annual Service Period. Upon request, Administrator shall provide detailed support for approvalthe Reimbursable costs. During The parties acknowledge and agree that each such 20Annual Budget may contain fixed and flexible budget line items, to the extent mutually approved by the parties, to account for potential and reasonable variations in actual operational activity and performance within the Faculty Practice. The parties further acknowledge and agree that Administrator’s approved Reimbursable Costs will directly relate to its provision of Administrative Services as described in this Agreement. Annual Budgets are considered “final” upon approval by the OLHS-day periodNL Board upon recommendation by the OLHS-NL Joint Management Committee. The OLHS-NL Board or Joint Management Committee shall notify Administrator in writing of approval of the Annual Budget. Upon receipt of written notification of approval of the Annual Budgets, Administrator may proceed, on behalf of the Faculty Practice, with making the expenditures and overseeing the actions contemplated in the Annual Budget for the applicable fiscal year. If, following adoption of the initial Annual Budgets, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board Annual Budget(s) are not final prior to the meeting July 1 commencement date of the Board convened next Annual Service Period, the Administrator will continue to operate under the provisions of the prior Annual Budget(s) until the new Annual Budget(s) are finalized, and Administrator may make capital expenditures for (i) any ongoing or additional capital projects expressly approved by the OLHS Entities to be funded in the new Annual Service Period notwithstanding the failure to adopt a new capital budget for the purpose new Annual Services Period, or (ii) capital projects and expenditures required to ensure the health and safety of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofFaculty Practice patients.

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing Date, and for each Fiscal Year thereafter No later than sixty (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period)60) days before Completion, the executive officers of the Company will timely Operating Member shall prepare or cause to be prepared by the Property Manager for the Property, for CNL’s review and submitted approval, a proposed operating budget and a proposed capital budget, each for the following fiscal year of the Company (or portion thereof if Completion does not occur on January 1) in a form reasonably satisfactory to CNL. The Operating Member shall consult with CNL with respect to such proposed operating budget and proposed capital budget. Once approved by CNL, the Board for its reviewapplicable final proposed operating budget shall become the “Operating Budget” hereunder, consideration and approval (a) a and, once approved by CNL, the applicable final proposed capital budget (shall become the “Annual Capital Budget”) ” hereunder. Thereafter, no later than November 1st of each year, the Operating Member shall prepare or cause to be prepared by the Property Manager for the Property, for CNL’s review and approval, a proposed operating budget and a proposed capital budget for the upcoming calendar year. The Operating Member shall consult with CNL with respect to such proposed operating budget and proposed capital budget with the goal that CNL agree on each such proposed budget on or before December 1st of each year. If approved by CNL, the final proposed operating budget for such subsequent year shall become the then operative “Operating Budget” hereunder. If approved by CNL, the final proposed capital budget for such subsequent year shall become the then operative “Capital Budget” hereunder. If, as of the commencement of any Fiscal Year, which will set forth all or any portion of a proposed Operating Budget has not been approved by CNL, the Operating Member shall be authorized to operate the Company in reasonable line item detail accordance with the approved portions of such Operating Budget, if any, and those portions of the prior Fiscal Year’s Operating Budget that pertain to the portions of the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared that have not been so approved. Notwithstanding the foregoing, until a new Operating Budget for a Fiscal Year or part thereof ending after is approved by CNL, the fourth anniversary Operating Member may make expenditures for real estate taxes, scheduled debt service payments, insurance premiums for insurance maintained in accordance with the terms of this Agreement, common area expenses (if any), fulfillment of obligations to tenants under Permitted Leases, amounts required to be paid in accordance with contracts binding on the Company which have been entered into in accordance with this Agreement and utilities (collectively, “Necessary Expenses”), regardless of the Closing Date amounts permitted therefore in the prior Fiscal Year’s Operating Budget. The Operating Member shall also identify prepare for CNL’s review and approval any Special Items proposed modifications to any approved Operating Budget or approved Capital Budget and shall consult with CNL with respect to any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies modifications; provided, however, such review and approval rights of CNL shall not otherwise limit the ability of the Business Plan will be provided Operating Member to each Director not later than 20 calendar days prior make expenditures for Necessary Expenses or otherwise in excess of an operative, approved Operating Budget or Capital Budget to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofextent otherwise permitted under this Agreement.

Annual Budgets. As promptly The Company and each Subsidiary shall operate under an annual Operating Budget, G&A Budget and Capital Expenditure Budget (collectively, the “Annual Budget”), each of which shall be prepared on a project by project basis and submitted by the Advisor to the Executive Committee for approval. After the Annual Budgets have been approved, the Advisor shall cause the managers to implement them on behalf of the Company and applicable Subsidiary. With respect to the Company and each Subsidiary, the Advisor shall deliver to the Executive Committee for approval the proposed Annual Budget for each calendar year by November 2 of the preceding calendar year (subject to receiving all required information from property managers other than Remington). Provided that each Committee Representative receives the proposed Annual Budget for each calendar year by November 2 of the preceding calendar year, together with all supporting information necessary for such Committee Representative to review the Annual Budget, the Executive Committee will approve, reject, or provide changes to the Annual Budget by December 1 of the year in which the proposed Annual Budget is submitted to the Executive Committee. By no later than the tenth (10th) Business Day after the Annual Budget is approved by the Executive Committee but no later than required under any applicable loan documents, the Executive Committee shall be authorized to deliver the Annual Budget to each lender of the Approved Loans; provided, however, to the extent the Annual Budget has not yet been approved by the Executive Committee, the Annual Budget to be submitted to the lenders shall be the same as practicable following the Closing Date Annual Budget in effect for the remaining part prior year with only those adjustments approved by the Executive Committee or comprising Permitted Adjustments. If an Operating Budget or the G&A Budget for any calendar year has not been approved by January 1 of that year, the Company and applicable Subsidiary shall continue to operate under the Operating Budget or the G&A Budget, as applicable, for the previous year with such adjustments as may be necessary to reflect deletion of non recurring expense items set forth on the previous Operating Budget or G&A Budget, as applicable, expenditures required under any Management Agreement, increased insurance costs, taxes, utility costs, and debt service payments and, in the case of the first Fiscal Year ending at least two months after G&A Budget, increases by a CPI adjustment (collectively, the Closing Date“Permitted Adjustments”); however, no payments or reimbursements to the Members or any of their Affiliates (other than payment of the management fee in accordance with the previous Operating Budget and reimbursements to Ashford, in its capacity as Administrative Member and as the Advisor, in accordance with the previous G&A Budget increased by a CPI adjustment) shall be made by the Company and the Subsidiaries for each Fiscal Year thereafter (includingthat year until an Operating Budget or G&A Budget, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 monthsas applicable, for such period)year is approved, unless the executive officers Executive Committee specifically consents thereto in writing. If a Capital Expenditure Budget for any calendar year has not been approved by January 1 of that year, no capital expenditures (other than deposits into the capital expenditure reserves and Required Expenditures) shall be made by the Company will timely prepare or cause to be prepared and submitted to the Board Subsidiaries for its review, consideration and approval (a) that year until a capital budget (the “Annual Capital Budget”) Expenditure Budget for such Fiscal Yearyear is approved, which will set forth unless the Executive Committee specifically consents thereto in reasonable line item detail writing or such expenditure is required by the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofapplicable licensor.

Annual Budgets. As promptly as practicable following Borrower shall submit an Annual Budget to Trustee for Trustee’s written approval not later than two (2) calendar months prior to the Closing Date year for which the remaining part of the first Fiscal Year ending at least two months after the Closing Date, and for each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result Annual Budget is submitted. Each such Annual Budget shall be in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause form reasonably satisfactory to be prepared Trustee and submitted to the Board for its review, consideration and approval (a) a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will shall set forth in reasonable line item detail budgeted monthly operating income and monthly operating expenses and other cash expenses for the Property (including without limitation management fees). In the event Trustee reasonably objects to a proposed capital expenditures Annual Budget, Trustee shall advise Borrower of such objections in writing within ten (10) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections), and Borrower shall provide for such Annual Budget to be revised within ten (10) Business Days after receipt of such revisions and resubmit the same to Trustee. Trustee shall advise Borrower in writing of any reasonable objections to such revised Annual Budget within five (5) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections), and Borrower shall provide for such Annual Budget to be revised in accordance with the process described in this Section until Trustee approves an Annual Budget. The initial Annual Budget is approved by Trustee in connection with the closing of the Company for Loan and each such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together Budget approved by Trustee in accordance with the terms hereof shall be referred to herein as an “Approved Annual Capital Budget.” Until such time that Trustee approves a proposed Annual Budget, the “Borrower shall operate on the part of the proposed Annual Budget which is approved, and the disapproved items shall be governed by the like items in the most recently Approved Annual Budget adjusted to reflect changes in the Consumer Price Index – All Urban Consumers for the area in which the Property is located. Without the prior written consent of the Trustee, neither Borrower nor Operator (as to Operator, to the extent within Borrower’s control) shall enter into any contracts or other agreements nor expend any funds not provided for in the Approved Annual Budget that would result in variances from the Approved Annual Budget; provided such limitation shall not apply to expenses for taxes, insurance premiums, utilities or other non-controllable expenses. At the request of Trustee, Borrower agrees to deliver evidence in a form reasonably satisfactory to Trustee that amounts allocated to budgeted expenses have been paid in accordance with the Approved Annual Budget. Borrower shall furnish to Trustee, within five (5) Business Plan”Days after request (or as soon thereafter as may be reasonably possible). Each Annual Operating Budget prepared , such further detailed information with respect to the operation of the Property and the financial affairs of Borrower and/or Operator as may be reasonably requested by Trustee, including, without limitation, a comparison of the budgeted income and expenses and the actual income and expenses for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided month, quarter and/or year to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened date for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofProperty.

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing Date, and for each Fiscal Year thereafter No later than sixty (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period)60) days before Completion, the executive officers of the Company will timely Operating Member shall prepare or cause to be prepared by the Property Manager for the Project, for CNL’s review and submitted approval, a proposed operating budget and a proposed capital budget, each for the portion of the then-current calendar year remaining after Completion, in a form reasonably satisfactory to CNL. The Operating Member shall consult with CNL with respect to such proposed operating budget and proposed capital budget. Once approved by CNL, the Board for its reviewapplicable final proposed operating budget shall become the “Operating Budget” hereunder, consideration and approval (a) a and, once approved by CNL, the applicable final proposed capital budget (shall become the “Annual Capital Budget”) ” hereunder. Thereafter, no later than November 1st of each calendar year, the Operating Member shall prepare or cause to be prepared by the Property Manager for such Fiscal Yearthe Project, which will set forth in reasonable line item detail the for CNL’s review and approval, a proposed operating budget and a proposed capital expenditures budget for the upcoming calendar year. The Operating Member shall consult with CNL with respect to such proposed operating budget and proposed capital budget with the goal that CNL and MCR agree on each such proposed budget on or before December 1st of each calendar year. If approved by CNL, the Company for such Fiscal Year or part thereof, and (b) an final proposed operating budget for such subsequent calendar year shall become the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the then operative “Annual Operating Budget” and together hereunder for such calendar year. If approved by CNL, the final proposed capital budget for such subsequent calendar year shall become the then operative “Capital Budget” hereunder for such calendar year. If, as of the commencement of any calendar year, all or any portion of a proposed Operating Budget has not been approved by CNL, the Operating Member shall be authorized to operate the Company in accordance with those portions of the prior calendar year’s Operating Budget that pertain to the portions of the proposed Operating Budget that have not been so approved. Notwithstanding the foregoing, until a new Operating Budget for a calendar year is approved by CNL, the Operating Member may make expenditures for real estate taxes, scheduled debt service payments, insurance premiums for insurance maintained in accordance with the Annual Capital Budgetterms of this Agreement, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary common area expenses, fulfillment of obligations to tenants under Permitted Leases and utilities, regardless of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of amounts permitted therefore in the Business Plan will be provided to each Director not later than 20 prior calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Companyyear’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofOperating Budget.

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing Date, and for For each Fiscal Year thereafter starting January 1, 2019, the Capital Expenditures and Operating Expenses (including, if a change in including general and administrative expenditures) to be made by the date on which a Company for that Fiscal Year ends would result and the sources of funding (cash flow from operations, financing activities or capital contributions) for the Capital Expenditures 74 and Operating Expenses is to be set forth in a fiscal year period budget (a “Draft Budget”) to be considered and adopted by the Board (as adopted, a “Budget”). Each Budget will be prepared and approved or disapproved by the Board in this manner: (i) The Managing Member and Operator, or any operator under any successor agreement approved by the Board will prepare and submit for approval of less than 12 months, for such period), the executive officers Board a Draft Budget reflecting the matters described in Article 5 of the MSA or any functionally equivalent provision of any successor agreement regarding the operation and maintenance of the Company Assets during the next succeeding Fiscal Year after consulting with the Board regarding the proposed plans of the Company for that Fiscal Year. The Draft Budget will timely prepare itemize the costs estimated in the Budget by individual line items and by categories as are reasonably requested by any Board Manager and will set forth the sources of funding (cash flow from operations, financing activities, or capital contributions) for the Capital Expenditures and Operating Expenses to be made in the Draft Budget. The Managing Member will submit to the Board a Draft Budget by December 1 of any Fiscal Year for the next succeeding Fiscal Year. The Operator will (under the MSA) cooperate and meet with the Board about the Draft Budget and make changes as requested by the Board. (ii) The Board will approve or disapprove a Draft Budget within thirty days after distribution by the Managing Member. If the Board has failed to approve a Draft Budget by the start of a Fiscal Year, then, until the Board has approved a Budget for that Fiscal Year, (A) the Company may incur costs consistent with the Default Budget (as defined in the MSA) and (B) the Default Budget will be deemed the Budget, and the Operator may incur Approved Costs and any other amounts in the Default Budget. Despite the absence of an approved Budget, besides the foregoing, the Operator may approve the Company’s incurrence of Capital Expenditures or Operating Expenses to the extent necessary or appropriate to address any Emergency Expenditures. If a Budget has not been approved by the start of a Fiscal Year, the Board will endeavor to work with the Operator on modifications to the Draft Budget so the Board can approve same as promptly as practicable. (iii) If, during the period covered by an approved Budget, the Managing Member or any Board Manager determines that an adjustment to the estimated costs, expenses, or Capital Expenditures of any line item(s) set forth in the Budget is necessary or appropriate, then the Managing Member or the Operator will submit (or cause to be prepared and submitted submitted) to the Board for its review, consideration and approval (a) an adjusted Draft Budget prepared by the Managing Member or the Operator in a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures manner consistent with Article 5 of the Company for such Fiscal Year MSA, setting forth the adjusted or part thereofadditional line items as are necessary or required. The Board will approve or disapprove the adjusted Draft Budget as promptly as practicable, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending but in any event within fifteen days after the fourth anniversary receipt of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. adjusted Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofBudget.

Annual Budgets. As promptly as practicable following (a) Not later than November 1 of each Fiscal Year, the Closing Date Operator shall deliver to the Company an Annual Budget for the remaining part next following Fiscal Year. Each Annual Budget shall consist of (i) a budget setting forth the first Fiscal Year ending at least two months after the Closing Date, and for each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers Capital Expenditure requirements of the Company will timely prepare or cause for the relevant Fiscal Year, including maintenance Capital Expenditures and the Capital Expenditures set forth in the relevant Facilities Budget that are applicable to be prepared and submitted such Fiscal Year, together with, in respect of any period prior to the Board for its reviewIn-Service Date, consideration and approval such other expenditures that may be incurred during such Fiscal Year (a) a capital budget (the an “Annual Capital Budget”) and (ii) for such each Fiscal YearYear (or portion thereof) following the In-Service Date, which will set a budget setting forth in reasonable line item detail the proposed capital operational expenditures of to be incurred by the Company for during such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared shall include an indicative budget for the two Fiscal Years immediately following the next Fiscal Year. Each Annual Capital Budget shall also include a capital call schedule showing the anticipated timing and amount of the Capital Contributions to be required during the Fiscal Year to which such Annual Capital Budget relates. The Members agree that each Annual Budget shall be intended to include all costs and expenses necessary or part thereof ending after advisable for the fourth anniversary conduct of the Closing Business. (b) Not later than December 15 of each Fiscal Year, the Board shall consider and approve the Annual Budget for the next following Fiscal Year. As of the Effective Date, the Board hereby approves the initial Annual Budget for the period from the Effective Date shall also identify through December 31, 2014. (c) If the Board does not approve the Annual Budget in respect of any Special Items and any Post Measurement Period Special Programs proposed Fiscal Year on or prior to the commencement of such Fiscal Year, the Annual Budget for such Fiscal Year or part thereof. Draft copies shall be the indicative budget applicable to such Fiscal Year that was included with the most recently approved Annual Budget. (d) The Company, the Managers and the Operator shall use reasonable commercial efforts to conduct the business and operations of the Business Plan will Company consistent in all material respects with the then-applicable Annual Budget. (e) If, during the Fiscal Year covered by an Annual Budget, a Manager, the Operator or an Officer determines that an adjustment or addition to, or deferral or acceleration of, the estimated costs, expenses or Capital Expenditures of any line items in such Annual Budget is necessary or appropriate, then such person shall submit (or cause to be provided to each Director not later than 20 calendar days prior submitted) to the meeting of Board for approval such adjustments or additions, or deferrals or accelerations, as are necessary or required. The Board shall approve or disapprove the Board at which such Business Plan will be presented for approval. During such 20-day periodadjustments or additions to, or deferrals or accelerations of, the Unilever Stockholder shall have a reasonable opportunityAnnual Budget in accordance with Section 6.7(b) as promptly as practicable, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate but in any written comments event within fifteen (15) Days after receipt of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofadjusted draft Annual Budget.

Annual Budgets. As promptly as practicable following (1) Not later than February 1st of each calendar year during the Closing Date for the remaining part Term of the first Fiscal Year ending at least two months after the Closing Datethis Agreement or any renewal hereof, Manager will submit a written business plan and for each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and approval (a) a capital proposed operating budget (the “Proposed Annual Capital Budget”) to Owner for such Fiscal Yearthe upcoming fiscal year ending June 30, except for the first year of this Agreement for which Manager will submit a six (6) month budget (“Stub Budget) to the Owner within thirty (30) days following the approval date of this Agreement by the commission. The Stub Budget will be for the six (6) month period of January 1, 2025 through June 30, 2025. The Proposed Annual Budget and six (6) month Stub Budget will specify the amount of working capital required to continue operations of the Courses for the upcoming fiscal year in light of all Major Policy Decisions; all anticipated expenses required to maintain a reasonable level of services, equipment, supplies and inventory; and all projected expenses for long term capital improvements and equipment. Owner acknowledges and agrees that all budgets are based solely on Manager’s judgment and the facts and circumstances known by Manager at the time of preparation and Manager does not warrant or guarantee the results of operations or performance set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget any budgets prepared for the Company for such Fiscal Year Courses. Manager shall use its best reasonable efforts to operate within budgets and timelines or part thereof schedules set forth herein or as modified and mutually agreed by the parties. (displaying anticipated statements 2) Owner must approve or reject the Proposed Annual Budget before June 30th of incomeeach calendar year. The Proposed Annual Budget, certain types of operating costsonce approved (or deemed approved) by Owner, cash flows, capital expenditures, balance sheets and key budget assumptions) (will be referred to as the “Annual Operating Budget.” In the event Owner and together Manager cannot agree on a Proposed Annual Budget, Manager will be entitled to continue operation of the Courses in accordance with the Annual Capital BudgetBudget for the prior year, subject to increases in Expenses required due to matters beyond the “Business Plan”)control of Manager, until such time as the new Proposed Annual Budget is approved by Owner. Each Manager acknowledges the Owner operates on a fiscal year running from July 1- June 30. Budgets and board approval must follow fiscal year timing while acknowledging that golf operations run on a calendar year budget basis. Manager will submit to Owner no later than February first of each calendar year, a Proposed Annual Operating Budget prepared for a the Courses, which shall include an estimated profit and loss statement and an estimated cash flow projection for the ensuing Fiscal Year or part thereof ending after the fourth anniversary as well as estimates of the Closing Date shall also identify any Special Items all expenditures, including expenditures for (i) property operations (including employee expenses) and any Post Measurement Period Special Programs proposed maintenance; (ii) FF&E, operating equipment and operating supplies; (iii) advertising, sales and business promotion; and (iv) a budget for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofcapital replacement items.

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing Date, and for each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and approval (a) a capital budget As soon as practical after execution of this Agreement and, thereafter, not less than sixty (the “Annual Capital Budget”60) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting first day of each Fiscal Year after the 2004 Fiscal Year, Manager shall submit to Owner for Owner’s approval a proposed Annual Budget for each Hotel including a proposed Capital Replacements Budget for each Hotel for the ensuing full or partial Fiscal Year, as the case may be. Owner’s approval of the Board at which such Business Plan will Annual Budgets and the Capital Replacements Budgets shall not be presented unreasonably withheld. If Owner fails to disapprove of a proposed Annual Budget within thirty (30) days after the submission thereof to Owner for its approval. During such 20-day period, the Unilever Stockholder same shall be deemed approved. Manager will, from time to time not less often than quarterly, issue periodic forecasts of operating performance to Owner reflecting any significant unanticipated changes, variables or events or describing significant additional unanticipated items of income or expense. Manager will provide Owner with the material data and information utilized in preparing the Annual Budgets and the Capital Replacements Budgets or any revisions thereof. Manager will not be deemed to have a made any guaranty, warranty or representation whatsoever in connection with the Annual Budgets and the Capital Replacements Budgets, except that the proposed Annual Budgets, including the Capital Replacements Budgets, reflect Manager’s best professional estimates of the matters they describe. Manager shall use its reasonable opportunityefforts, upon reasonable notice subject to the Operating Standards and during normal business hoursthe applicable Brand Standards, to discuss operate and manage the Business Plan and provide comments thereon Hotels in accordance with their Annual Budgets. Until the Annual Budget for the Hotels for 2004 Fiscal Year is agreed upon by the parties, the Hotels will operate pursuant to the Company’s management2003 Annual Budget. (b) In the event Owner disapproves or raises any objections to the proposed Annual Budget, andor any portion thereof, at or any revisions thereto, Owner and Manager shall cooperate with each other in good faith to resolve the Unilever Stockholder’s requestdisputed or objectionable items. If Owner disapproves of a proposed Annual Budget, Owner will disapprove on a specific line-by-line basis to the Company extent reasonably practical. Any dispute with respect to a proposed Annual Budget which is not resolved by the parties within thirty (30) days after the submission thereof to Owner shall communicate any written comments of be resolved by Arbitration. (c) In the Unilever Stockholder on event Owner and Manager are not able to resolve the Business Plan disputed or objectionable matters raised by Owner in regard to each member of the Board a Annual Budget prior to the meeting commencement of the Board convened for applicable Fiscal Year, either voluntarily or by means of Arbitration, Manager is authorized to operate the purpose of considering and voting on such Business Plan (Hotel in accordance with the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofprior year’s Annual Budget.

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing DateThe Borrower shall, and for each Fiscal Year thereafter within fifteen (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and approval (a15) a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting beginning of each calendar year commencing with the calendar year beginning January 1, 2010, deliver to the Administrative Agent a detailed draft of a proposed budget of projected cash expenditures of the Board at which such Business Plan will be presented Parent, Borrower and their Subsidiaries for approval. During such 20-day the following four calendar quarter period, broken out by calendar quarter, in a form substantially similar to the Unilever Stockholder form of the budget delivered on the Effective Date. The Administrative Agent shall have a reasonable opportunitythe right to review such draft budget and shall, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board or prior to the meeting date which is 20 days following its receipt of same, provide Borrower with any comments or requested revisions with respect to such draft budget based on the criteria set forth below. Thereafter, the Borrower shall, within fifteen (15) days following the beginning of each calendar year commencing with the calendar year beginning January 1, 2010, deliver to the Administrative Agent a detailed final proposed budget of projected cash expenditures of the Board convened Parent, Borrower and their Subsidiaries for the purpose then-current calendar year, broken out by calendar quarter, in a form substantially similar to the form of considering the budget delivered on the Effective Date. The Administrative Agent shall have the right to review and voting approve such proposed draft budget in its reasonable discretion and shall, on or prior to the date which is 20 days following its receipt of same, provide Borrower with notice as to whether it has approved or rejected such Business Plan budget, together with reasons for any rejection; provided, that the Administrative Agent shall not have the right to reject costs or expenses set forth in proposed budgets (i) to the “Business Plan Meeting”)extent such costs and expenses are necessary to the continued operation of the Borrower’s business and are not subject to the Borrower’s control, (ii) based on its objection to revisions set forth in such updates that are not material or (iii) to the extent such costs and expenses appeared in Borrower’s draft budget for such year but were not previously objected to by the Administrative Agent. At each Business Plan MeetingTo the extent the Administrative Agent rejects any proposed budget submitted by the Borrower, Special Items the Borrower and Post Measurement Period Special Programs Administrative Agent shall negotiate in good faith to resolve the matters which are deemed by the Administrative Agent to be considered objectionable. To the extent the Administrative Agent and voted Borrower are unable to agree on separately from a new annual budget as of the Business Plan and Day which is immediately prior to the then-effective Maturity Date, such failure shall constitute a record shall be kept of whether the Capital Directors voted for or against approval thereofDefault hereunder.

Annual Budgets. As promptly as practicable (a) Manager shall submit to Owner, in a form reasonably satisfactory to Owner, for its consideration and approval, the following the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing Date, and Property for each Fiscal Year, no later than sixty (60) days prior to the beginning of each Fiscal Year: (i) a proposed operating budget on a monthly and yearly basis ("Operating Budget") for the Property as approved by Owner and which shall set forth Manager's best estimate of the following items for such Fiscal Year thereafter (includingincluding supporting schedules for each line item: A. Projected occupancy and average room rate; B. Projected gross revenue; C. Leasing plan with respect to commercial or retail spaces, if any, that will be vacant; D. Projected expenses, detailed by type; E. Detailed proposed scheduling of staff, salaries and wages; F. Property room rates and charges for other services; G. Insurance premiums and property taxes; H Property operations and maintenance (non-capital); I. Advertising, promotional and marketing expenses; J. Calculation of estimated Management Fee; and K. Narrative overview of all budgeted revenue and expense levels and an analysis of budgeted levels to the previous year's actual results, with an explanation of any differences. (ii) a change in the date proposed budget on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers monthly and yearly basis ("Equipment Budget") setting forth Manager's best estimate of the Company will timely prepare or cause capital expenditures to be prepared made for replacement of and submitted additions to the Board for its reviewfurniture, consideration furnishings and approval (a) a capital budget (the “Annual Capital Budget”) equipment for such Fiscal Year, which will set forth in reasonable line item detail the ; and (iii) a proposed capital expenditures of the Company for such Fiscal Year or part thereof, and budget (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating "Capital Expenditures Budget” " and together with the Annual Capital Operating Budget and the Equipment Budget, the “Business Plan”)"Annual Budget") setting forth Manager's best estimate of capital expenditures to be made for major building improvements, renovation, capital repairs and expansion for such Fiscal Year. (b) Owner shall be deemed to have approved any of the foregoing budgets, unless Owner gives notice of its disapproval to Manager on or before the commencement of a new fiscal year. Each In the event Owner does not approve all or any part of the foregoing budgets prior to the commencement of a new Fiscal Year, Owner promptly shall furnish to Manager an interim budget which shall reasonably permit the continued operation of the Property until final approval is given. (c) Manager shall comply with the Annual Operating Budget prepared for Budget, once it is approved by Owner, and shall not deviate substantially therefrom as to the planned expenditures on a line-item basis or change the manner of operation (including the marketing plan) of the Property without prior written consent of Owner, except where such deviation is due to and is in direct proportion to an increase (or decrease) in the revenues of the Property in excess of (or below) the budgeted amounts on a line-item basis or in case of an emergency, where Owner is promptly advised thereof. (d) With respect to the portion of a Fiscal Year or part thereof ending remaining following the Effective Date, Manager shall submit the Annual Budget no later than forty-five (45) days after the fourth anniversary date Manager assumes control of the Closing Date Property. (e) Upon the request of Owner, Manager shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of make available to Owner the Business Plan will be provided to each Director not later than 20 calendar days prior to data utilized in preparing the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofAnnual Budget.

Annual Budgets. As promptly Not later than April 15, or as practicable following established annually by the Closing Date City, of each of the City’s fiscal years during the term of this Agreement or any extension hereof, Contractor shall submit a proposed operating budget (the "Proposed Annual Budget") to the City for the remaining City’s next fiscal year beginning October 1 through September 30. The Proposed Annual Budget shall specify on a monthly basis the following: 1) projected revenues; 2) anticipated expenses required to maintain a defined level of service, supplies, equipment and inventory; 3) expenses under $50,000 for long term capital improvements and equipment, and 4) expenses over $50,000 for long term capital improvements and equipment as adopted by the City Council. In addition, the Proposed Annual Budget shall include line item detail for projected revenues and for proposed expenditures accompanied by appropriate explanatory notes related to significant variances from the prior year annual budget. City shall review with Contractor the Proposed Annual Budget by August 31. City shall specify, in writing, the basis for any rejected item in the Proposed Annual Budget. The City shall approve or disapprove the Proposed Annual Budget by the second City Council meeting in September. The Proposed Annual Budget, once approved by City, shall be referred to as the “Annual Budget”. It is understood that the City and Contractor shall review the Annual Budget jointly on a quarterly basis as part of the first Fiscal Year ending at least two months after City’s normal department budget review process. Contractor may seek approval from City to amend or revise the Closing DateApproved Budget to take into consideration variables or events that did not exist, and for each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to could not be prepared and submitted to the Board for its review, consideration and approval (a) a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, andby Contractor, at the Unilever Stockholder’s requesttime the Proposed Budget was prepared. City shall indicate in writing, as soon as practicable whether it approves any such amendments or revisions to the Approved Budget. City and Contractor shall each make a good faith effort to establish the Annual Budget for the Facility. However, the Company City shall communicate any written comments be entitled to exercise its sole discretion in establishing the Annual Budget for the Facility. In the event that the City and Contractor are unable to reach agreement regarding the Annual Budget, then the preceding year’s Annual Budget will be utilized until such time as the parties agree on the Annual Budget. If agreement is not possible after additional negotiations, then either party may notify the other of their intent to terminate or, absent such notification, the Agreement shall terminate on the last day of the Unilever Stockholder on term for which there was a budget approved by the City. Contractor shall comply with the Approved Budget and Business Plan, and shall not deviate in any material respect from the Approved Budget and /or Business Plan to each member without approval of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofCity.

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing Date, and for each Fiscal Year thereafter No later than sixty (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period)60) days before Completion, the executive officers of the Company will timely Operating Member shall prepare or cause to be prepared by the Property Manager for the Property, for CNL’s review and submitted approval, a proposed operating budget and a proposed capital budget, each for the following fiscal year of the Company (or portion thereof if Completion does not occur on January 1) in a form reasonably satisfactory to CNL. The Operating Member shall consult with CNL with respect to such proposed operating budget and proposed capital budget. Once approved by CNL, the Board for its reviewapplicable final proposed operating budget shall become the “Operating Budget” hereunder, consideration and approval (a) a and, once approved by CNL, the applicable final proposed capital budget (shall become the “Annual Capital Budget”) ” hereunder. Thereafter, no later than November 1st of each year, the Operating Member shall prepare or cause to be prepared by the Property Manager for the Property, for CNL’s review and approval, a proposed operating budget and a proposed capital budget for the upcoming calendar year. The Operating Member shall consult with CNL with respect to such proposed operating budget and proposed capital budget with the goal that CNL and AHC agree on each such proposed budget on or before December 1st of each year. If approved by CNL, the final proposed operating budget for such subsequent year shall become the then operative “Operating Budget” hereunder. If approved by CNL, the final proposed capital budget for such subsequent year shall become the then operative “Capital Budget” hereunder. If, as of the commencement of any Fiscal Year, which will set forth all or any portion of a proposed Operating Budget has not been approved by CNL, the Operating Member shall be authorized to operate the Company in reasonable line item detail accordance with those portions of the prior Fiscal Year’s Operating Budget that pertain to the portions of the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared that have not been so approved. Notwithstanding the foregoing, until a new Operating Budget for a Fiscal Year is approved by CNL, the Operating Member may make expenditures for real estate taxes, scheduled debt service payments, insurance premiums for insurance maintained in accordance with the terms of this Agreement, common area expenses (if any), fulfillment of obligations to tenants under Permitted Leases, amounts required to be paid in accordance with contracts binding on the Company which have been entered into in accordance with this Agreement, emergencies which present an immediate risk of harm to property or part thereof ending after the fourth anniversary persons and utilities, regardless of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such amounts permitted therefore in the prior Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the CompanyYear’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofOperating Budget.

Annual Budgets. As promptly The Parties shall reasonably cooperate to develop Budgets for their respective businesses each calendar year during the Term. To accomplish this: (i) Provider shall exercise commercially reasonable efforts to provide to Service Company, not less than 90 days prior to each calendar year, Provider’s anticipated hours for providing Dental Care, gross production per hour goals for each dentist and dental hygienist to be utilized by Provider to provide Dental Care, and Provider Expenses for that calendar year; and (ii) Service Company, in consultation with Provider, shall exercise commercially reasonable efforts to prepare and deliver to the Policy Board and Parent, not less than 30 days prior to each calendar year (assuming Provider has timely provided the information as practicable following required under the Closing Date immediately preceding clause), (A) a proposed Provider Budget for that calendar year, setting forth an estimate of Provider’s revenue and expenses for that year (including without limitation the Service Fee), and (B) taking into account the level of activity anticipated by Provider, a proposed Service Company Budget relating to its Services to Provider’s practice for that calendar year, including either separately or in the same Budget, a Budget for capital expenditures. Each Budget shall be subject to the approval of the Policy Board. Each Budget also shall be subject to the approval of Parent since Parent is the primary source of working capital and other capital for Provider’s and Service Company’s operations. If a proposed Budget is not approved by either the Policy Board or Parent, Service Company, in consultation with Provider and Parent, shall revise such proposed Budget, taking into consideration the comments of the Policy Board and Parent, and shall deliver such revised Budget to the Policy Board and Parent for approval. Notwithstanding any other provisions of this Agreement to the contrary, if the proposed Budgets have not been approved by both the Policy Board and Parent for a calendar year, then, until new Budgets have been approved by both the Policy Board and Parent, the Budgets in effect for the remaining part prior calendar year shall be deemed to be adopted as the Parties’ respective Budgets for the then-current year except that (i) the Budget for Clinic Expenses and all related items shall be adjusted to account for any changes beyond the reasonable control of Service Company, including without limitation changes in laboratory fees or supply costs and automatic increases in rent or other occupancy costs or any other contractual commitments, (ii) Service Company shall have the first Fiscal Year ending at least two months after the Closing Dateright to adjust its Budget for reasonable compensation increases for its employees, for changes in employee benefits or related costs, and for each Fiscal Year thereafter (including, if a change in expenses related to new employees reasonably necessary for Service Company to perform the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and approval (a) a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereofServices, and (biii) an operating budget the Budget for the Company capital expenditures shall include only expenditures for such Fiscal Year maintenance or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items emergency needs and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereofother capital expenditures expressly approved by both the Policy Board and Parent from time to time. Draft copies Notwithstanding any provisions of the Business Plan will be provided to each Director not later than 20 calendar days prior this Agreement to the meeting contrary, for purposes of all calculations related to the Board at which such Business Plan will be presented Service Fee for approval. During such 20-day any period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments amount of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened Provider Expense used in such calculations for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs that period shall be considered determined by applying the methodology for compensating dentists and voted on separately from paying other budgeted Provider Expenses contained in the Business Plan and then-applicable Budget (e.g., if the Budget requires a record dentist to be paid a base salary, that salary shall be kept used for purposes of whether such calculations, and if the Capital Directors voted Budget requires that a dentist be paid formula-based compensation, that formula shall be used for purposes of such calculations); provided that the Parties shall exercise reasonable efforts to adjust the applicable Budget from time to time as necessary to reflect changes in Provider’s personnel and/or compensation or against approval thereofother budgeted Provider Expenses (it being understood that neither Party shall be obligated to agree to Budget adjustments deemed by such Party to be unreasonable under the then-relevant circumstances).

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least 8.4.1 Not fewer than two months after the Closing Date, and for each Fiscal Year thereafter hundred (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and approval (a200) a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting beginning of each calendar year, the Reclamation Trust Funds Operating Agent will provide to the Reclamation Oversight Committee for its review and approval the proposed RSA Annual Operating Plan from SJCC setting forth SJCC’s budget for Reclamation Costs for such calendar year. The Reclamation Oversight Committee will vote on the proposed budget for Reclamation Costs not fewer than one hundred (100) days before the beginning of such calendar year. In the event the budget for Reclamation Costs is not approved by the Reclamation Oversight Committee, the Reclamation Trust Funds Operating Agent will not approve the RSA Annual Operating Plan, but will direct SJCC to continue to efficiently and economically perform reclamation services while resolving any dispute over the approval of the Board at which such Business RSA Annual Operating Plan pursuant to Section 3.3 of the RSA. 8.4.2 Reclamation Costs will be presented for approval. During such 20-day periodallocated to Pre-2017YE Reclamation Liability Costs and Post-2017YE Reclamation Liability Costs in accordance with this Mine Reclamation Agreement. 8.4.3 Not fewer than ninety (90) days prior to January 1, the Unilever Stockholder shall have a reasonable opportunity2018, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board not fewer than ninety (90) days prior to the meeting beginning of each calendar year thereafter, the Board convened Reclamation Trust Funds Operating Agent will provide to the Reclamation Oversight Committee for its review and approval a budget for the purpose performance of considering Reclamation Work and voting Reclamation A&G Expenses for such calendar year. The Reclamation Oversight Committee will vote on the budget for Reclamation Work and Reclamation A&G Expenses not fewer than sixty (60) days after its submission. In the event the budget for Reclamation Work and Reclamation A&G Expenses is not approved, the Reclamation Trust Funds Operating Agent will nevertheless continue to perform Reclamation Work in an efficient and economical manner until a budget has been approved and the Parties will continue to pay such Business Plan costs as invoiced. 8.4.4 Cost of Reclamation Work and Reclamation A&G Expenses will be budgeted based on the ratios of: (the “Business Plan Meeting”). At each Business Plan Meetingi) Pre-2017YE Reclamation Liability Costs to Reclamation Costs and (ii) Post-2017YE Reclamation Liability Costs to Reclamation Costs, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofas otherwise provided in this Mine Reclamation Agreement.

Annual Budgets. As promptly as practicable following At least sixty (60) days after commencement of each calendar year of Tenant during the Closing Date Term, Tenant shall deliver to Landlord an annual operating budget (on an EBITDAR basis) covering the operations of each Facility for the remaining part forthcoming calendar year, which budget shall include month-to-month projections. If it becomes necessary to determine the Fair Market Value of the Premises or any individual Facility for any purpose under this Lease, Landlord and Tenant shall first Fiscal Year ending at least two months after attempt to agree on such Fair Market Value. If Landlord and Tenant are unable to so agree within a reasonable period of time not to exceed thirty (30) days, then Landlord and Tenant shall have twenty (20) days to attempt to agree upon a single Appraiser to make such determination. If the Closing Dateparties so agree upon a single Appraiser, such Appraiser shall, within forty-five (45) days of being engaged, determine the Fair Market Value as of the relevant date (giving effect to the impact, if any, of inflation from the date of its decision to the relevant date), and for such determination shall be final and binding upon the parties. If Landlord and Tenant are unable to agree upon a single Appraiser within such twenty (20) days, then each Fiscal Year thereafter party shall have ten (including10) days in which to provide the other with the name of a person selected to act as Appraiser on its behalf. Each such Appraiser shall, within forty-five (45) days of being engaged, determine the Fair Market Value as of the relevant date (giving effect to the impact, if a change in any, of inflation from the date on of its decision to the relevant date). If the difference between the amounts so determined does not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Value shall be the average of the amounts so determined, and such average shall be final and binding upon the parties. If the difference between the amounts so determined exceeds ten percent (10%) of the lesser of such amounts, then such two Appraisers shall have twenty (20) days to appoint a third Appraiser. If the first Appraisers fail to appoint a third Appraiser within such twenty (20) days, either Landlord or Tenant may apply to any court having jurisdiction to have such appointment made by such court. Such third Appraiser, shall, within forty-five (45) days of being selected or appointed, determine the Fair Market Value as of the relevant date (giving effect to the impact, if any, of inflation from the date of its decision to the relevant date). The determination of the Appraiser which differs most in terms of dollar amount from the determinations of the other two Appraisers shall be excluded, and the Fair Market Value shall be the average of the amounts of the two remaining determinations, and such average shall be final and binding upon the parties. If either party fails to select an Appraiser within such ten (10) days or a Fiscal Year ends would result in a fiscal year period of less than 12 months, for selected Appraiser fails to make its determination within such period)forty-five (45) days, the executive officers Appraiser selected by the other party or the Appraiser that makes its determination with such forty-five (45) days, as applicable, shall alone determine the Fair Market Value as of the Company will timely prepare relevant date (giving effect to the impact, if any, of inflation from the date of its decision to the relevant date) and such determination shall be final and binding upon the parties. Landlord and Tenant shall each pay the fees and expenses of the Appraiser appointed by it and each shall pay one-half ( 1⁄2) of the fees and expenses of the third Appraiser. For purposes of determining the Fair Market Value, the Premises or cause the applicable Facility, as applicable, shall be valued at its highest and best use which shall be presumed to be prepared and submitted to the Board for its review, consideration and approval (a) as a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth fully-permitted facility operated in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together accordance with the Annual Capital Budgetprovisions of this Lease. In addition, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs following specific matters shall be considered and voted on separately from factored in or out, as appropriate, in determining the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereof.Fair Market Value:

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing Date, and for each Fiscal Year thereafter No later than sixty (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period)60) days before Completion, the executive officers of the Company will timely Operating Member shall prepare or cause to be prepared by the Property Manager for the Property, for CNL’s review and submitted approval, a proposed operating budget and a proposed capital budget, each for the following fiscal year of the Company (or portion thereof if Completion does not occur on January 1) in a form reasonably satisfactory to CNL. The Operating Member shall consult with CNL with respect to such proposed operating budget and proposed capital budget. Once approved by CNL, the Board for its reviewapplicable final proposed operating budget shall become the “Operating Budget” hereunder, consideration and approval (a) a and, once approved by CNL, the applicable final proposed capital budget (shall become the “Annual Capital Budget”) ” hereunder. Thereafter, no later than November 1st of each year, the Operating Member shall prepare or cause to be prepared by the Property Manager for the Property, for CNL’s review and approval, a proposed operating budget and a proposed capital budget for the upcoming calendar year. The Operating Member shall consult with CNL with respect to such proposed operating budget and proposed capital budget with the goal that CNL and Woodfield agree on each such proposed budget on or before December 1st of each year. If approved by CNL, the final proposed operating budget for such subsequent year shall become the then operative “Operating Budget” hereunder. If approved by CNL, the final proposed capital budget for such subsequent year shall become the then operative “Capital Budget” hereunder. If, as of the commencement of any Fiscal Year, which will set forth all or any portion of a proposed Operating Budget has not been approved by both CNL and Woodfield, the Operating Member shall be authorized to operate the Company in reasonable line item detail accordance with those portions of the prior Fiscal Year’s Operating Budget that pertain to the portions of the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared that have not been so approved. Notwithstanding the foregoing, until a new Operating Budget for a Fiscal Year or part thereof ending after is approved by both CNL and Woodfield, Operating Member may make expenditures for real estate taxes, scheduled debt service payments, insurance premiums for insurance maintained in accordance with the fourth anniversary terms of this Agreement, common area expenses, fulfillment of obligations to tenants under Permitted Leases and utilities, regardless of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such amounts permitted therefore in the prior Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the CompanyYear’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofOperating Budget.

Annual Budgets. As promptly The Lessor has, prior to the execution of this Lease, provided to the Lessee, and shall, as soon as reasonably practicable following after the Closing Date end of each calendar year during the Term, provide to the Lessee, an annual budget (as the same may be amended at any time and from time to time by the Lessor, the "Budget") setting forth the Lessor's projection of the Lessee's Operating Expenses for the remaining part current calendar year of the first Fiscal Year ending at least two months after Term. Anything contained in this Lease to the Closing Date, and for each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period)contrary notwithstanding, the executive officers Lessor's preparation of the Company will timely prepare Budget shall be Lessor's good faith estimate of such Operating Expenses only and the Lessor shall have no liability for any errors or cause to omissions therein and the Lessee shall be prepared responsible for the full payment of any and submitted to all actual Operating Expenses incurred irrespective of the Board for its review, consideration and approval (a) a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will amounts therefor set forth in reasonable line item detail the proposed capital expenditures Budget. The Lessee shall pay to the Lessor on the first (1st) day of each calendar month during the Term of this Lease one-twelfth (1/12th) of the Company amount set forth in the applicable Budget for the Operating Expenses, the first of such monthly installments to be payable on the Commencement Date. As soon as reasonably practicable after the expiration of each calendar year, the Lessor shall provide the Lessee with an invoice indicating the difference between the amounts actually incurred for the Operating Expenses for such Fiscal Year or part thereofcalendar year and the amounts paid thereon by the Lessee. The Lessee shall, and within thirty (b30) days after the Lessee's receipt of such invoice, pay to the Lessor any amount set forth therein which represents an operating budget for underpayment of the Company for amount actually incurred therefor during such Fiscal Year or part calendar year or, if the amount paid by the Lessee toward such Operating Expenses exceeds the actual amounts incurred therefor during such calendar year, then the Lessor shall credit to the Lessee's next monthly payment(s) of such Operating Expenses such excess amounts. In the Event that the Lessor does not so credit the Lessee, the Lessee may, after providing thirty (30) days' prior written notice to the Lessor, set off such excess amounts against the Rent due to the Lessor. The foregoing notwithstanding, if at any time during the Term, the Lessor determines that the Budget is inaccurate, the Lessor may amend such Budget by providing written notice thereof (displaying anticipated statements of incometo the Lessee, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with an explanation (including accompanying calculations) of the Annual Capital reason why the Lessor has determined that the Budget is inaccurate. In addition, the Lessor may at any time during the Term provide the Lessee with an additional invoice for any significant amounts of Operating Expenses not included in the Budget, whereupon the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending Lessee shall, within thirty (30) days after the fourth anniversary Lessee's receipt of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior invoice, pay to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate Lessor any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofamount set forth therein.

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing Date, and for 3.3.1. For each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and approval (a) a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof during the Management Term, Manager shall submit to the Partnership 60 days before the beginning of each such Fiscal Year, or, with respect to the Fiscal Year in which the Commencement Date occurs, 45 days before the Commencement Date, reasonably detailed operating budgets (displaying anticipated statements of income, certain types of operating costs, cash flows, the "Operating Budgets") and capital expenditures, balance sheets and key budget assumptionsexpenditures budgets (the "Capital Budgets") (the “Operating Budgets and Capital Budgets are referred to herein collectively as the "Annual Budgets"), each in comparable detail to the Operating Budgets and Capital Budgets now prepared by Manager in respect of the El San ▇▇▇▇ Hotel and Casino and the Condado Plaza Hotel and Casino. Capital Budgets shall contain all items of a capital nature as determined under generally accepted accounting principles and Operation Budgets shall contain all other items. Within 30 days after its receipt of any Annual Budget” , the Partnership shall notify Manager in writing of its approval of the Operating Budget and together with Capital Budget comprising the Annual Budget or items therein or of any objections, changes, revisions or other comments it may have with respect thereto. The Partnership may approve or object to all or any portion of an Annual Budget. To the extent that any budget is approved, in whole or in part, in writing by the Partnership, such budget or portion thereof so approved shall constitute an approved budget ("Approved Budget") for purposes of this agreement and Manager shall be entitled to incur expenses and made commitments consistent with such Approved Budget. To the extent that the Partnership has failed to approve any Annual Budget or portion thereof, Manager and the Partnership shall meet with each other to agree upon a mutually satisfactory Operating Budget or Capital Budget, as the “Business Plan”case may be, or portion thereof in accordance with the principle set forth in Section 3.3.5 and, once so agreed, the budget or portion thereof so agreed to shall become an Approved Budget for purposes of this agreement. Subject to Section 9.10, the Partnership shall not, however, be entitled to unilaterally require the reduction of the amount of the total Operating Budget, excluding Variable Charges, (as hereafter defined), below the amount of the total Operating Budget, excluding Variable Charges, contained in the most recent Approved Budget and shall not be entitled to unilaterally require the reduction of the total amount of the Variable Charges so as to reduce the Variable Charges as a percent of projected revenues in the proposed Annual Budget below the amount of the Variable Charges as a percentage of revenues in the most recent Approved Budget. Each Annual The Partnership shall have absolute discretion to approve or disapprove items in a Capital Budget except the Partnership shall approve portions of the Capital Budgets consistent with the principle set forth in Section 4.5 hereof. No proposed Capital Budget or Operating Budget prepared for a Fiscal Year or part portion thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items constitute an Approved Budget unless and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs until it shall be considered and voted on separately from approved by the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofPartnership as herein provided.

Annual Budgets. As promptly as practicable following For the Closing Date for the remaining part of the first Charming Fiscal Year ending at least two months after commencing in the Closing Date, year 2014 and for each Charming Fiscal Year thereafter (includingand anytime an Initial Charming Rating Drop or Second Charming Rating Drop occurs until the occurrence of a Charming Rating Drop Termination, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, Mortgagor shall submit to Mortgagee for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and Mortgagee's written approval (a) a capital an annual budget (the “an "Annual Capital Budget”") for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar sixty (60) days prior to the meeting commencement of such Charming Fiscal Year, in form satisfactory to Mortgagee setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the Board at which Mortgaged Property. Each Annual Budget shall contain, among other things, limitations on management fees, third party service fees, and other expenses as Mortgagee may reasonably require. Mortgagee shall have the right to approve such Business Plan will Annual Budget and in the event that Mortgagee objects to the proposed Annual Budget submitted by Mortgagor, Mortgagee shall advise Mortgagor of such objections within fifteen (15) days after receipt thereof (and deliver to Mortgagor a reasonably detailed description of such objections) and Mortgagor shall within ten (10) days after receipt of notice of any such objections revise such Annual Budget and resubmit the same to Mortgagee. Mortgagee shall advise Mortgagor of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Mortgagor a reasonably detailed description of such objections) and Mortgagor shall revise the same in accordance with the process described in this Paragraph 50 until Mortgagee approves an Annual Budget, provided, however, that if Mortgagee shall not advise Mortgagor of its objections to any proposed Annual Budget within the applicable time period set forth in this paragraph, then such proposed Annual Budget shall be presented for approvaldeemed approved by Mortgagee. During Each such 20-day periodAnnual Budget approved by Mortgagee in accordance with terms hereof shall hereinafter be referred to as an "Approved Annual Budget". Until such time that Mortgagee approves a proposed Annual Budget, the Unilever Stockholder most recently Approved Annual Budget shall have a reasonable opportunityapply; provided that, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs Approved Annual Budget shall be considered adjusted to reflect actual increases in real estate taxes, insurance premiums and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofutilities expenses.

Annual Budgets. As promptly The Company shall prepare and the Board of Managers --------------- shall review, revise, if necessary, and approve Annual Budgets as practicable following follows: (a) Each budget period shall be for twelve (12) consecutive months expiring on December 31 of each year. During the Closing Date thirty (30) day period prior to November 1 of each calendar year, the President, in cooperation with the Managing Director and the Chief Financial Officer, and his or her delegees will consult with the Board of Managers concerning the proposed budget for the remaining part of next calendar year. The President, in cooperation with the first Fiscal Year ending at least two months after Managing Director and the Closing DateChief Financial Officer, and for each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted shall submit to the Board of Managers not later than December 1 of each year a proposed Annual Budget for its reviewthe next calendar year showing (i) the Projects and other work to be undertaken along with the projected costs of such Projects; (ii) employees and contract personnel required; (iii) projected operating expenses for ongoing maintenance and operation of the assets of the Company; and (iv) such other information as the Board of Managers may reasonably require. Each proposed Annual Budget shall be subject to consideration, consideration revision and approval (a) a capital budget (by the “Board of Managers. The Board of Managers shall consider such proposed Annual Capital Budget”) for Budget and approve the same with such Fiscal Year, which will set forth revisions thereto as the Board of Managers may require as soon as practicable but in reasonable line item detail the proposed capital expenditures any event not later than December 15/th/. The Board of Managers' approval of an Annual Budget shall authorize and oblige the Company to proceed with such Annual Budget. The parties recognize that the foregoing schedule will be modified, as necessary, for such Fiscal Year or part thereof, and the 2001 budget year. (b) an operating budget The Annual Budgets provided for herein are for planning purposes and to allow each Member and the Board of Managers to anticipate the level of activity that may be proposed for the Company for such Fiscal Year or part thereof (displaying anticipated statements budget year. During the course of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key the budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budgetyear, the “Business Plan”). Each Annual Operating Budget prepared President shall present AFE's for a Fiscal Year or part thereof ending after the fourth anniversary Projects to the Board of Managers for approval subject to the provisions of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies subsequent provisions of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofthis Agreement.

Annual Budgets. As promptly as practicable following Prior to the Closing Date Company’s formation, the Shareholders shall jointly prepare a budget for the remaining part of Company’s day to day operations (an “Annual Budget”) during the Company’s first Fiscal Year ending at least two months after the Closing Date, and for each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period)as well as a five-year business plan. Thereafter, the executive officers Executive Manager of the Company will timely shall, at least sixty (60) days prior to the conclusion of each fiscal year, prepare or cause to be prepared and submitted submit an Annual Budget for the next fiscal year to the Board for its review, consideration and approval (a) a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of Managers of the Company for such Fiscal Year or part thereoftheir review and approval, with a copy to each Shareholder. Without otherwise limiting the ultimate content of any Annual Budget, the Shareholders agree that each Annual Budget shall contain: (a) the estimated cash disbursements which the Company will be required to incur for capital expenditures during each month for the period covered by the Annual Budget and details of the items in respect of which the disbursements will be made; (b) an operating budget the estimated cash disbursements which the Company will be required to incur for its day to day operations during each month for the Company period covered by Annual Budget and details of the items in respect of which the disbursements will be made; (c) the extent to which such disbursements will be satisfied by cash on hand or income to be received; (d) the extent, if any, to which additional financing will be required and the proposed source for such Fiscal Year or part thereof financing; (displaying anticipated statements of incomee) if it is expected that Shareholders’ loan may be required, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary details of the Closing Date amounts which may be required during the period covered by Annual Budget and the anticipated date or dates in each month of that period in which payments from the Shareholders would be required; and (f) such other information as the Board of Managers or any Shareholder may reasonably request. The Company shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting not, unless specifically so authorized by a resolution of the Board at which such Business Plan will be presented of Managers or the Shareholders, (i) exceed the budget cost for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, items or (ii) incur any expenditures pertaining to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofan item not included in an Annual Budget.

Annual Budgets. As promptly as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing Date, and for each Fiscal Year thereafter No later than sixty (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period)60) days before Completion, the executive officers of the Company will timely Operating Member shall prepare or cause to be prepared by the Property Manager for the Property, for CNL’s review and submitted approval, a proposed operating budget and a proposed capital budget, each for the following fiscal year of the Company (or portion thereof if Completion does not occur on January 1) in a form reasonably satisfactory to CNL. The Operating Member shall consult with CNL with respect to such proposed operating budget and proposed capital budget. Once approved by CNL, the Board for its reviewapplicable final proposed operating budget shall become the “Operating Budget” hereunder, consideration and approval (a) a and, once approved by CNL, the applicable final proposed capital budget (shall become the “Annual Capital Budget”) ” hereunder. Thereafter, no later than November 1st of each year, the Operating Member shall prepare or cause to be prepared by the Property Manager for the Property, for CNL’s review and approval, a proposed operating budget and a proposed capital budget for the upcoming calendar year. The Operating Member shall consult with CNL with respect to such proposed operating budget and proposed capital budget with the goal that CNL and ▇▇▇▇▇▇ agree on each such proposed budget on or before December 1st of each year. If approved by CNL, the final proposed operating budget for such subsequent year shall become the then operative “Operating Budget” hereunder. If approved by CNL, the final proposed capital budget for such subsequent year shall become the then operative “Capital Budget” hereunder. If, as of the commencement of any Fiscal Year, which will set forth all or any portion of a proposed Operating Budget has not been approved by CNL, the Operating Member shall be authorized to operate the Company in reasonable line item detail accordance with those portions of the prior Fiscal Year’s Operating Budget that pertain to the portions of the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared that have not been so approved. Notwithstanding the foregoing, until a new Operating Budget for a Fiscal Year or part thereof ending after is approved by CNL, the fourth anniversary Operating Member may make expenditures for real estate taxes, scheduled debt service payments, insurance premiums for insurance maintained in accordance with the terms of this Agreement, common area expenses, fulfillment of obligations to tenants under Permitted Leases and utilities, regardless of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such amounts permitted therefore in the prior Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the CompanyYear’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofOperating Budget.

Annual Budgets. As (a) By October 31 of each year during the term of this Agreement, the Sponsor shall submit a proposed budget to the Partnership for all direct and indirect costs and expenses that the Sponsor Entities reasonably expect to incur in connection with the provision of the SG&A Services to the Partnership Group (other than OCI Wyoming LLC) pursuant to Section 2.1 during the succeeding calendar year, including, without limitation, estimates of Third Party Costs and performance-based cash and equity awards in connection with providing SG&A Services to the Partnership pursuant to any of the Sponsor’s performance-based cash or equity award plans, if any, assuming payout at target (the “Proposed MLP Budget”). The Proposed MLP Budget shall include salaries, bonuses, rental payments, permit filing and maintenance costs and expenses. Following the submission by the Sponsor of the Proposed MLP Budget for a calendar year, the GP Board shall undertake to review the Proposed MLP Budget as promptly as practicable following reasonably practicable, and the Closing Date Sponsor shall respond to any reasonable inquiries of the GP Board with respect to such Proposed MLP Budget and shall make any adjustments to same as are agreed in good faith between the Sponsor and the GP Board to be appropriate, such agreement not to be unreasonably withheld by either Party. If the Sponsor agrees to adjust the Proposed MLP Budget, then the resulting amount, less any estimated Third Party Costs, shall become the management fee for the remaining part succeeding calendar year; provided, that if the Sponsor, in good faith, does not agree to adjust the Proposed MLP Budget, then the Proposed MLP Budget as proposed by the Sponsor, less any estimated Third Party Costs, shall become the management fee for the succeeding calendar year on December 31 of each year. The annual management fee as determined pursuant to the immediately preceding sentence (and as adjusted pursuant to Section 2.3(b) if applicable) shall be the “Annual Management Fee.” (b) On a quarterly basis during the term of this Agreement, the Sponsor shall inform the Partnership of the first Fiscal Year ending at least two months after direct and indirect costs and expenses incurred by the Closing DateSponsor Entities in connection with the provision of SG&A Services during such quarter. If such costs and expenses are greater than or lesser than the Annual Management Fee payment made during a quarter pursuant to Section 2.4(a), then the Annual Management Fee for such quarter shall be adjusted to account for the full amount of such excess or such shortfall. The Sponsor shall provide reasonably satisfactory support of such excess or such shortfall and such other supporting detail as the GP Board may reasonably request. (c) By October 31 of each year during the term of this Agreement, the Sponsor shall submit a proposed budget to the Partnership for all direct and indirect costs and expenses that the Sponsor Entities reasonably expects to incur on behalf of OCI Wyoming LLC in connection with its operations during the succeeding calendar year (the “Proposed Wyoming Budget”) pursuant to the Limited Liability Company Agreement of OCI Wyoming LLC, dated as of June 30, 2014, by and between the Partnership and NRP Trona LLC (the “Wyoming LLC Agreement”). Following the submission by the Sponsor of the Proposed Wyoming Budget for a calendar year, the GP Board shall undertake to review the Proposed Wyoming Budget as promptly as reasonably practicable, and for each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers Sponsor shall respond to any reasonable inquiries of the Company will timely prepare or cause GP Board with respect to such Proposed Wyoming Budget and shall make any adjustments to same as are agreed in good faith between the Sponsor and the GP Board to be prepared and appropriate, such agreement not to be unreasonably withheld by either Party. If the Sponsor agrees to adjust the Proposed Wyoming Budget, then the Proposed Wyoming Budget, as adjusted, shall be provided to the current members of OCI Wyoming LLC in accordance with the provisions of the Wyoming LLC Agreement; provided, that if the Sponsor, in good faith, does not agree to adjust the Proposed Wyoming Budget, then the Proposed Wyoming Budget as proposed by the Sponsor shall be submitted to the Board for its review, consideration and approval (a) a capital budget (current members of OCI Wyoming LLC in accordance with the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures provisions of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not Wyoming LLC Agreement no later than 20 calendar days prior to the meeting December 1 of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofyear.

Annual Budgets. As promptly soon as practicable following the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing Date, available and for each Fiscal Year thereafter in any event within thirty (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and approval (a30) a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting end of each calendar year, a copy of the Board at which such Business Plan will be presented operating and capital/FF&E budgets, including all reserves, for approvalthe Premises, for the following calendar year. During the existence of any Cash Sweep Condition, Borrower shall not adopt any budget as final without Agent’s prior reasonable consent, and upon the occurrence of any Cash Sweep Condition, Borrower shall submit to Agent for its reasonable approval operating and capital/FF&E budgets regardless of any budget theretofore delivered to Agent. During the existence of any Cash Sweep Condition or Event of Default, no budget shall be amended without the prior reasonable consent of Agent. In the event that Borrower does not timely submit an operating and/or capital/FF&E budget as required hereunder or Agent does not approve such 20-day periodbudget, the Unilever Stockholder Approved Operating Budget and/or Approved Capital Budget, as applicable, for the following calendar year shall have be the Approved Operating Budget and/or Approved Capital Budget, as applicable, for the immediately preceding calendar year, with such changes thereto as may be required by Franchisor and as may be necessary to pay mandatory increases in Impositions and insurance premiums. In the event that Agent does not approve a reasonable opportunitybudget amendment, upon reasonable the current Approved Operating Budget and/or Approved Capital Budget, as applicable, shall remain in effect, with such changes thereto as may be required by Franchisor and as may be necessary to pay mandatory increases in Impositions and insurance premiums. If Borrower seeks Agent’s consent to a proposed budget or amendment hereto, Borrower may give Agent written notice of such request with such notice containing in boldface type at the beginning of such notice text to the effect that “THIS IS A REQUEST FOR CONSENT TO ONE OR MORE PROPOSED BUDGETS FOR THE FOLLOWING CALENDAR YEAR OR AMENDMENTS TO ONE OR MORE EXISTING BUDGETS PURSUANT TO THAT CERTAIN LOAN AGREEMENT AMONG INTERSTATE ATLANTA AIRPORT, LLC, AS BORROWER, CERTAIN LENDERS AND PB CAPITAL CORPORATION, AS AGENT FOR THE LENDERS. FAILURE TO RESPOND WITHIN THIRTY (30) DAYS AFTER RECEIPT OF THIS NOTICE SHALL BE DEEMED TO BE A CONSENT TO THE BUDGET(S) OR BUDGET AMENDMENT(S) ENCLOSED HEREWITH”, and enclose with such notice a copy of the proposed budgets or amendments, as applicable. If within thirty (30) days after receipt of such notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments copies of the Unilever Stockholder on the Business Plan proposed budgets or amendments, as applicable, Agent shall not have responded to each member of the Board prior Borrower indicating whether or not it consents to the meeting of the Board convened for the purpose of considering and voting on same, Agent’s consent to such Business Plan (the “Business Plan Meeting”). At each Business Plan Meetingproposed budgets or amendments, Special Items and Post Measurement Period Special Programs as applicable, shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofdeemed given.

Annual Budgets. As promptly as practicable following If the Closing Loan is not repaid in full by the date which is three months prior to the Optional Prepayment Date for (the remaining part "PREPAYMENT WINDOW DATE"), from and after the Prepayment Window Date until the Optional Prepayment Date: (i) Borrower shall cause all Rents and other sums collected from, or arising with respect to, each Properties to be deposited in the Lock-Box Account; and, provided that there shall not then exist an Event of Default, nor any event or circumstance that with the giving of notice or the passage of time, or both, would constitute an Event of Default, (ii) on the third (3rd) day preceding the day that payment of the Monthly Debt Service Amount is due each month (or if that day is not a Business Day, the first Fiscal Year ending at least two months after Business Day preceding such day) Lender shall instruct the Closing DateCash Management Bank to wire to Borrower the amount collected in the Lock-Box Account as of that date. (1) Not later than the first day of the month in which the Prepayment Window Date occurs (with respect to the partial year between that date and the last day of that calendar year), and for each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and approval (a) a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar 60 days prior to the meeting commencement of each calendar year thereafter, Borrower shall submit to the Lender for the Lender's written approval an annual budget (an "ANNUAL BUDGET") for each Individual Property, in form satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other Qualified Expenses (defined below) for each such Individual Property, and on a consolidated basis, all Properties. Each such Annual Budget shall contain, among other things, limitations on management fees, third party service fees, and other expenses as the Lender may reasonably determine. Lender shall have the right to approve each such Annual Budget and in the event that Lender objects to any one or more of the Board at proposed Annual Budgets submitted by Borrower, Lender shall advise Borrower of those objections within 15 days after receipt thereof (and deliver to Borrower a reasonably detailed description of those objections) and Borrower shall within three days after receipt of notice of any such objections revise the Annual Budget (both with respect to each such Individual Property to which those objections relate, and the consolidated Annual Budget) and resubmit the same to Lender. Lender shall advise Borrower of any objections to each such Business Plan revised Annual Budget within 10 days after receipt thereof (and deliver to Borrower a reasonably detailed description of those objections) and Borrower shall promptly revise the same in accordance with the process described in this Subparagraph 4.D(1) until the Lender approves an Annual Budget for all Properties, provided, however, that if Lender shall not advise Borrower of its objections to any a proposed Annual Budget for an Individual Property within the applicable time period set forth in this Subparagraph 4.D(1), then the proposed Annual Budget for that Individual Property shall be deemed approved by Lender. Each such Annual Budget approved by Lender in accordance with these terms is an "APPROVED ANNUAL BUDGET." Until that time when Lender approves a proposed Annual Budget for an Individual Property, the most recently Approved Annual Budget for that Individual Property shall apply; provided that such Approved Annual Budget for that Individual Property shall be adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expenses. Lender acknowledges that Annual Budgets initially submitted to it by Borrower each year will be presented for approval. During such 20-day period"preliminary" in that sense that they will not have been approved by Borrower's parent (Mala▇ ▇▇▇lty Investors, Inc.) in accordance with its customary budgeting process, until approximately December 15th of each year. (2) The term "QUALIFIED EXPENSES" as used herein means the following items paid or payable to third parties who are not Affiliated with Borrower, its partners, members, shareholders or other principals: (a) real estate taxes, general and special assessments or similar charges; (b) sales, use and personal property taxes; (c) management fees as the Lender may reasonably determine, based the Rents actually paid during the preceding calendar month; (d) insurance premiums including, but not limited to, casualty, liability, rent and fidelity insurance premiums; (e) cost of all electricity, oil, gas, water, steam, HVAC and any other energy, utility or similar item and overtime services, the Unilever Stockholder shall have a reasonable opportunitycost of building and cleaning supplies, upon reasonable notice and during normal business hoursall other administrative, operating and maintenance expenses incurred in connection with the operation of the applicable Properties; (f) the cost of necessary cleaning, repair, replacement, maintenance, decoration or painting of existing improvements on the applicable Properties (including, without limitation, parking lots and roadways), of like kind and quality or that kind or quality which is necessary to discuss maintain the Business Plan and provide comments thereon applicable Properties to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments same standards as competitive properties of the Unilever Stockholder on the Business Plan to each member of the Board prior similar size and location to the meeting applicable Properties; (g) the cost of those other maintenance materials, HVAC repairs, parts and supplies, and all equipment to be used in the Board convened ordinary course of business; (h) marketing and advertising expenses for the purpose applicable Properties incurred in the ordinary course of considering business and voting on such Business Plan approved by Lender; (i) casualty losses to the “Business Plan Meeting”). At each Business Plan Meeting, Special Items extent not reimbursed by a third party and Post Measurement Period Special Programs shall be considered (j) and voted on separately from other expenses for the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereofapplicable Properties approved by Lender.