Common use of The Budget and Operating Plan Clause in Contracts

The Budget and Operating Plan. No later than the Closing Date, the Administrative Member shall have prepared and submitted to the Managing Member for approval (and the Managing Member shall have Approved) a preliminary estimated Budget for the period through December 31, 2009 and Operating Plan for the Company for the period from the Closing Date through December 31, 2010 (the “Initial Budget and Operating Plan”), which shall include projected costs to foreclose or otherwise acquire title to the Property, grant a mortgage lien on the Property to the Acquisition Lender and capital expenditures to be set forth therein to be made in the budget period following acquisition of title to the Property. To the extent required by the Managing Member, the Administrative Member shall revise and update the Initial Budget and Operating Plan from time to time which will set forth all anticipated income, operating expenses, and capital expenditures of the Company, together with an exit valuation/strategy and projected quarterly/annual capital contributions and capital returns and, in any event, shall be consistent with any preliminary figures previously provided to the Managing Member by the Administrative Member. Thereafter, commencing for the 2011 fiscal year, the Budget and Operating Plan shall be prepared in proposed form and submitted annually by the Administrative Member to the Managing Member for approval at least sixty (60) calendar days prior to the end of the current fiscal year (so that the Administrative Member will submit a Budget and Operating Plan for the 2011 fiscal year no later than November 1, 2010 to the Managing Member for its Approval) with respect to the following fiscal year, together with five (5) year forward projections (provided if the Administrative Member should fail to timely prepare and submit in proposed form any such Budget and Operating Plan, the Managing Member shall be authorized to prepare such Budget and Operating Plan). In formulating the comprehensive Budget and Operating Plan, to the extent reasonably feasible at the time of preparation thereof, the Administrative Member will develop (for Approval by the Managing Member) proposed strategies regarding (i) plans for renovation, leasing, financing, sale and rehabilitation of the Property and any other real property and proposed reductions to Expenses and other Company costs and expenses and increases in revenues, (ii) preparation and release of all promotional and advertising relating to, and a marketing plan for, the Company Property or concerning the Company, (iii) terms for any proposed sale or disposition of any Company Property, or acquisition of additional Company Property, and (iv) selection of legal counsel, accountants, appraisers and other consultants for the Company to efficiently implement the Budget and Operating Plan. The Administrative Member will also consider and make recommendations to the extent it deems the same appropriate regarding the amendment, modification, alteration, change, cancellation, or prepayment of any indebtedness evidenced by any mortgage loan presently or hereafter affecting any Company Property, and procurement of title insurance and other insurance for the Company, or decrease or vary the insurance carried by or on behalf of the Company and any other matters affecting the Company’s business. The Managing Member may review the Initial Budget and Operating Plan and make such amendments or modifications thereto as the Managing Member shall determine appropriate or necessary in its discretion based on the actual operating results for the Company Property.

The Budget and Operating Plan. No later than the Closing Date, the Administrative Managing Member shall have prepared and submitted to the Managing Member BH for approval Approval (and the Managing Member BH shall have Approved) a preliminary estimated Budget for the period through December 31, 2009 2011 and Operating Plan for the Company for the period from the Closing Date through December 31, 2010 (the “Initial Budget and Operating Plan”)2011, which shall include projected costs to foreclose or otherwise acquire title to operate the PropertyCompany and make tenant improvements, grant a mortgage lien on the Property to the Acquisition Lender leasing conversions and capital expenditures to be set forth therein to be made in the budget period following acquisition of title to the Property. To Property and shall be in the extent required by form attached as Appendix B hereto (the Managing Member, the Administrative Member shall revise and update the “Initial Approved Budget and Operating Plan from time to time which will set forth all anticipated income, operating expenses, and capital expenditures of the Company, together with an exit valuation/strategy and projected quarterly/annual capital contributions and capital returns and, in any event, shall be consistent with any preliminary figures previously provided to the Managing Member by the Administrative MemberPlan”). Thereafter, commencing for the 2011 2012 fiscal year, the Budget and Operating Plan shall be prepared in proposed form and submitted annually by the Administrative Managing Member to the Managing Member BH for approval Approval at least sixty (60) calendar days prior to the end of the current fiscal year (so that the Administrative Managing Member will submit a Budget and Operating Plan for the 2011 2012 fiscal year no later than November 1, 2010 2011 to the Managing Member BH for its Approval) with respect to the following fiscal year, together with five (5) year forward projections (provided if the Administrative Managing Member should fail to timely prepare and submit in proposed form any such Budget and Operating Plan, the Managing Member BH shall be authorized to prepare such Budget and Operating Plan). In formulating the comprehensive Budget and Operating Plan, to the extent reasonably feasible at the time of preparation thereof, the Administrative Managing Member will develop (for Approval by the Managing MemberBH) proposed strategies regarding (i) plans for renovation, leasing, financing, sale and rehabilitation of the Property and any other real property and proposed reductions to Operating Expenses and other Company costs and expenses and increases in revenues, (ii) preparation and release of all promotional and advertising material relating to, and a marketing plan for, the Company Property or concerning the Company, (iii) terms for any proposed sale or disposition of any Company Property, or acquisition of additional Company Property, and (iv) selection of legal counsel, accountants, appraisers and other consultants for the Company to efficiently implement the Approved Budget and Operating Plan. The Administrative Managing Member will also consider and make recommendations to the extent it deems the same appropriate regarding the financing, amendment, modification, alteration, change, cancellation, or prepayment of any indebtedness evidenced by any mortgage loan presently or hereafter affecting any Company Property, and procurement of title insurance and other insurance for the Company, or decrease or vary the insurance carried by or on behalf of the Company and any other matters affecting the Company’s business. The BH and the Managing Member may from time to time review the Initial Approved Budget and Operating Plan and make such amendments or modifications thereto as the Managing Member they shall jointly determine to be appropriate or necessary in its discretion based on the actual operating results for the Company Propertynecessary.

The Budget and Operating Plan. No later than the Closing Date, the Administrative Managing Member shall have prepared and submitted to the Managing Member BH for approval Approval (and the Managing Member BH shall have Approved) a preliminary estimated Budget for the period through December 31, 2009 2010 and Operating Plan for the Company for the period from the Closing Date through December 31, 2010 (the “Initial Budget and Operating Plan”)2010, which shall include projected costs to foreclose or otherwise acquire title to operate the PropertyCompany and make tenant improvements, grant a mortgage lien on the Property to the Acquisition Lender leasing conversions and capital expenditures to be set forth therein to be made in the budget period following acquisition of title to the Property. To Property and shall be in the extent required by form attached as Appendix B hereto (the Managing Member, the Administrative Member shall revise and update the “Initial Approved Budget and Operating Plan from time to time which will set forth all anticipated income, operating expenses, and capital expenditures of the Company, together with an exit valuation/strategy and projected quarterly/annual capital contributions and capital returns and, in any event, shall be consistent with any preliminary figures previously provided to the Managing Member by the Administrative MemberPlan”). Thereafter, commencing for the 2011 fiscal year, the Budget and Operating Plan shall be prepared in proposed form and submitted annually by the Administrative Managing Member to the Managing Member BH for approval Approval at least sixty (60) calendar days prior to the end of the current fiscal year (so that the Administrative Managing Member will submit a Budget and Operating Plan for the 2011 fiscal year no later than November 1, 2010 to the Managing Member BH for its Approval) with respect to the following fiscal year, together with five (5) year forward projections (provided if the Administrative Managing Member should fail to timely prepare and submit in proposed form any such Budget and Operating Plan, the Managing Member BH shall be authorized to prepare such Budget and Operating Plan). In formulating the comprehensive Budget and Operating Plan, to the extent reasonably feasible at the time of preparation thereof, the Administrative Managing Member will develop (for Approval by the Managing MemberBH) proposed strategies regarding (i) plans for renovation, leasing, financing, sale and rehabilitation of the Property and any other real property and proposed reductions to Operating Expenses and other Company costs and expenses and increases in revenues, (ii) preparation and release of all promotional and advertising material relating to, and a marketing plan for, the Company Property or concerning the Company, (iii) terms for any proposed sale or disposition of any Company Property, or acquisition of additional Company Property, and (iv) selection of legal counsel, accountants, appraisers and other consultants for the Company to efficiently implement the Approved Budget and Operating Plan. The Administrative Managing Member will also consider and make recommendations to the extent it deems the same appropriate regarding the financing, amendment, modification, alteration, change, cancellation, or prepayment of any indebtedness evidenced by any mortgage loan presently or hereafter affecting any Company Property, and procurement of title insurance and other insurance for the Company, or decrease or vary the insurance carried by or on behalf of the Company and any other matters affecting the Company’s business. The BH and the Managing Member may from time to time review the Initial Approved Budget and Operating Plan and make such amendments or modifications thereto as the Managing Member they shall jointly determine to be appropriate or necessary in its discretion based on the actual operating results for the Company Propertynecessary.

The Budget and Operating Plan. No later than the Closing Date, the Administrative Managing Member shall have prepared and submitted to the Managing Member BH for approval Approval (and the Managing Member BH shall have Approved) a preliminary estimated Budget for the period through December 31, 2009 2010 and Operating Plan for the Company for the period from the Closing Date through December 31, 2010 (the “Initial Budget and Operating Plan”)2010, which shall include projected costs to foreclose or otherwise acquire title to operate the PropertyCompany and make tenant improvements, grant a mortgage lien on the Property to the Acquisition Lender leasing conversions and capital expenditures to be set forth therein to be made in the budget period following acquisition of title to the Property. To Property and shall be in the extent required form agreed by BH and the Managing Member, AW Manager (the Administrative Member shall revise and update the “Initial Approved Budget and Operating Plan from time to time which will set forth all anticipated income, operating expenses, and capital expenditures of the Company, together with an exit valuation/strategy and projected quarterly/annual capital contributions and capital returns and, in any event, shall be consistent with any preliminary figures previously provided to the Managing Member by the Administrative MemberPlan”). Thereafter, commencing for the 2011 fiscal year, the Budget and Operating Plan shall be prepared in proposed form and submitted annually by the Administrative Managing Member to the Managing Member BH for approval Approval at least sixty (60) calendar days prior to the end of the current fiscal year (so that the Administrative Managing Member will submit a Budget and Operating Plan for the 2011 fiscal year no later than November October 1, 2010 to the Managing Member BH for its Approval) with respect to the following fiscal year, together with five (5) year forward projections (provided if the Administrative Managing Member should fail to timely prepare and submit in proposed form any such Budget and Operating Plan, the Managing Member BH shall be authorized to prepare such Budget and Operating Plan). In formulating the comprehensive Budget and Operating Plan, to the extent reasonably feasible at the time of preparation thereof, the Administrative Managing Member will develop (for Approval by the Managing MemberBH) proposed strategies regarding (i) plans for renovation, leasing, financing, sale and rehabilitation of the Property and any other real property and proposed reductions to Operating Expenses and other Company costs and expenses and increases in revenues, (ii) preparation and release of all promotional and advertising relating to, and a marketing plan for, the Company Property or concerning the Company, (iii) terms for any proposed sale or disposition of any Company Property, or acquisition of additional Company Property, and (iv) selection of legal counsel, accountants, appraisers and other consultants for the Company to efficiently implement the Approved Budget and Operating Plan. The Administrative Managing Member will also consider and make recommendations to the extent it deems the same appropriate regarding the financing, amendment, modification, alteration, change, cancellation, or prepayment of any indebtedness evidenced by any mortgage loan presently or hereafter affecting any Company Property, and procurement of title insurance and other insurance for the Company, or decrease or vary the insurance carried by or on behalf of the Company and any other matters affecting the Company’s business. The BH and the Managing Member may from time to time review the Initial Approved Budget and Operating Plan and make such amendments or modifications thereto as the Managing Member they shall jointly determine to be appropriate or necessary in its discretion based on the actual operating results for the Company Propertynecessary.

The Budget and Operating Plan. No later than the Closing Date, the Administrative Member shall have prepared and submitted to the (a) The Managing Member shall, within thirty (30) days after the acquisition of the Initial Company Property, prepare and submit to GAP for GAP’s approval a budget and strategic operating plan (and the Managing Member shall have Approved) a preliminary estimated Budget for the period through December 31as approved, 2009 and Operating Plan for the Company for the period from the Closing Date through December 31, 2010 (the “Initial Budget and Operating Plan”)) for the Company monthly through December 31, 2015 with annual projections from January 1, 2016 through December 31, 2018, which shall include projected costs to foreclose or otherwise acquire title to the Property, grant a mortgage lien on the Property to the Acquisition Lender and capital expenditures to be set forth therein to be made in the budget period following acquisition of title to the Property. To the extent required by the Managing Member, the Administrative Member shall revise and update the Initial Budget and Operating Plan from time to time which will set sets forth all anticipated incomerevenue, operating expenses, and capital expenditures of the Company, together with an exit valuation/strategy and projected quarterlycapital contributions/annual capital contributions returns and capital IRR’s to each Member, all of which is based on the strategic and comprehensive business plan designed to maximize the Company’s returns andon the Initial Company Property, in any event, and all of which shall be consistent with any preliminary figures projections previously provided to the Members by Managing Member by the Administrative Member. Thereafter, commencing for the 2011 fiscal year, the Budget and Operating Plan shall be prepared in proposed form and submitted annually by the Administrative Managing Member to the Managing Member Members for approval at least sixty forty-five (6045) calendar days prior to the end of the current each fiscal year (so that the Administrative Member will submit a Budget and Operating Plan for the 2011 fiscal year no later than November 1, 2010 to the Managing Member for its Approval) with respect to the following fiscal year, together with five three (53) year forward projections (provided if the Administrative Managing Member should fail to timely prepare and submit in proposed form any such Budget and Operating Plan, the Managing Member GAP shall be authorized to prepare such Budget and Operating Plan). In formulating the comprehensive Budget and Operating Plan, to the extent reasonably feasible at the time of preparation thereof, the Administrative Managing Member will shall develop (for Approval approval by the Managing MemberMembers) proposed strategies regarding (i) plans for renovationdevelopment, leasing, financing, financing and sale and rehabilitation of the Property and any other real property and proposed reductions to of Expenses and other Company costs and expenses and increases in revenues, (ii) preparation and release of all promotional and advertising material and development related plans relating to, and a marketing plan for, the Company Property or concerning the Company, (iii) terms for any proposed sale or disposition of any Company Property, or acquisition of additional Company Property, and (iv) selection of legal counsel, accountants, appraisers and other consultants for the Company to efficiently implement the Budget and Operating PlanPlan (those professionals identified on Exhibit “B” attached hereto are hereby approved, subject to GAP’s right to withdraw such approval for poor performance by such professionals). The Administrative Managing Member will also consider and make recommendations to the extent it deems the same appropriate regarding the amendment, modification, alteration, change, cancellation, or prepayment of any indebtedness evidenced by any mortgage loan presently or hereafter affecting any Company Property, and procurement of title insurance and other insurance for the Company, or decrease or vary the insurance carried by or on behalf of the Company and any other matters affecting the Company’s business. The Managing Member may review shall provide the Initial Company with detailed analyses comparing actual performance to the goals set forth on Exhibit D and the Budget and Operating Plan and make such amendments or modifications thereto as the Managing Member shall determine appropriate or necessary in its discretion based on the actual operating results Plan, together with proposals for the Company Propertyimproving performance, no less frequently than quarterly.

The Budget and Operating Plan. No later than (a) The Manager shall be responsible for preparing and submitting to the Closing DateExecutive Committee for its approval a proposed budget and strategic operating plan with regard to the Class B Properties and/or the Class B Property Subsidiaries on a consolidated basis along with operations of the Company, the Administrative Member GP and the OP for each fiscal year. As soon as reasonably practical, but in any event within thirty (30) days after the date of this Agreement, the Manager shall have prepared prepare and submitted submit to the Managing Member Executive Committee, for approval its approval, (and the Managing Member shall have Approvedi) a preliminary estimated an initial Budget for the period through December 31Company, 2009 the GP, the OP and Operating Plan for the Company for Class B Property Subsidiaries (as approved by the period from the Closing Date through December 31Executive Committee, 2010 (the “Initial Budget Budget”) and (ii) the initial proposed strategic operating plan for the Company, the GP, the OP and the Class B Property Subsidiaries (as approved by the Executive Committee, the “Initial Operating Plan”). In the absence of an approved Operating Plan (including in the absence of an approved Initial Operating Plan), no Member or Manager shall have any authority, with regard thereto, other than as provided in Section 7.03(c) hereof (if applicable), to authorize or approve or to take any action, expend any sum, make any decision or incur any obligation on behalf of the Company, the GP, the OP or any Class B Property Subsidiary with respect to any matter which shall include projected costs to foreclose or otherwise acquire title to by the Property, grant a mortgage lien on the Property to the Acquisition Lender and capital expenditures express terms of this Agreement was contemplated to be set forth therein to be made included in the budget period following acquisition approved Operating Plan, without the consent or approval of title the Executive Committee. Further, in the absence of an approved Budget (including in the absence of an approved Initial Budget), no Manager shall have any authority, with regard thereto, other than as provided in Section 7.03(c), hereof (if applicable), to authorize or approve or to take any action, expend any sum, make any decision or incur any obligation on behalf of the Property. To the extent required by the Managing MemberCompany, the Administrative Member shall revise GP, the OP or any Class B Property Subsidiary, without the consent or approval of the Executive Committee. Each Budget and update Operating Plan (including the Initial Budget and Initial Operating Plan from time to time which will Plan) shall set forth all anticipated construction costs for any improvements or developments to be constructed on the Class B Properties and shall set forth on an annual basis all anticipated income, operating expenses, proposed and/or actual debt service terms and payments and capital expenditures and other costs and expenses of the Class B Properties for the Company, together with an exit valuation/strategy the GP, the OP and each Class B Property Subsidiary (including, without limitation, a projected quarterly/annual 12-month expense budget, a 12-month capital contributions plan and capital a 60-month strategic operating plan), all of which will be based on the strategic and comprehensive business plan designed to maximize the net operating income of the Company and the Company’s returns and, in any event, shall be consistent with any preliminary figures previously provided to on the Managing Member by Class B Properties. The Executive Committee will review the Administrative Member. Thereafter, commencing Initial Budget and Initial Operating Plan and each subsequent Budget and Operating Plan for the 2011 fiscal yearClass B Properties after six months of actual operating results and make such amendments or modifications thereto as the Executive Committee shall determine appropriate or necessary in its reasonable judgment. For each year thereafter, the Budget and Operating Plan shall be prepared in proposed form by the Manager and submitted annually by the Administrative Member Manager to the Managing Member for approval at least sixty Executive Committee in draft form within thirty (6030) calendar days prior to after the end of each of the current fiscal year (so that of the Administrative Member Company. The Budget and Operating Plan will submit include a comprehensive update of the initial projections with regard to the Class B Properties, the Company, the GP, the OP and each Class B Property Subsidiary. Until such time as the Budget and Operating Plan for the 2011 any fiscal year no later than November 1, 2010 to has been approved by the Managing Member for its Approval) with respect to the following fiscal year, together with five (5) year forward projections (provided if the Administrative Member should fail to timely prepare and submit in proposed form any such Budget and Operating PlanExecutive Committee, the Managing Member Manager shall be authorized have no authority or power to prepare such Budget and Operating Plan). In formulating enter into any contract or lease on behalf of the comprehensive Budget and Operating PlanCompany, the GP, the OP or any Class B Property Subsidiary or expend Company, GP, OP or Class B Property Subsidiary funds, other than to the extent reasonably feasible at the time of preparation thereof, the Administrative Member will develop (for Approval approved by the Managing Member) proposed strategies regarding (i) plans for renovation, leasing, financing, sale and rehabilitation of the Property and any other real property and proposed reductions to Expenses and other Company costs and expenses and increases Executive Committee or as expressly provided in revenues, (ii) preparation and release of all promotional and advertising relating to, and a marketing plan for, the Company Property or concerning the Company, (iii) terms for any proposed sale or disposition of any Company Property, or acquisition of additional Company Property, and (iv) selection of legal counsel, accountants, appraisers and other consultants for the Company to efficiently implement this Agreement. Once the Budget and Operating Plan. The Administrative Member will also consider and make recommendations to the extent it deems the same appropriate regarding the amendment, modification, alteration, change, cancellation, or prepayment of any indebtedness evidenced by any mortgage loan presently or hereafter affecting any Company Property, and procurement of title insurance and other insurance for the Company, or decrease or vary the insurance carried by or on behalf of the Company and any other matters affecting the Company’s business. The Managing Member may review Plan (including the Initial Budget and Operating Plan and make such amendments or modifications thereto as Plan) has been approved by the Managing Member Executive Committee, the manager shall determine appropriate or necessary in its discretion based on the actual operating results be responsible for the Company Propertyday-to-day operations of the Company, the GP and the OP in accordance with such plans.

The Budget and Operating Plan. No later than the Closing Date, the (a) The Administrative Member shall have prepared shall, within thirty (30) days after the date hereof, prepare and submitted submit to the Managing Member Executive Committee for such committee’s approval a budget and strategic operating plan, or shall prepare and submit the same to the Executive Committee for the Executive Committee’s approval (and the Managing Member shall have Approved) a preliminary estimated Budget for the period through December 31as approved or to be approved, 2009 and Operating Plan for the Company for the period from the Closing Date through December 31, 2010 (the “Initial Budget and Operating Plan”)) for the Company monthly through December 31, 2011, with quarterly projections through the Project Sell-Out, which shall include projected costs to foreclose or otherwise acquire title to the Propertysets forth a construction budget, grant a mortgage lien on the Property to the Acquisition Lender including all hard and capital expenditures to be set forth therein to be made in the budget period following acquisition of title to the Property. To the extent required by the Managing Membersoft construction costs, the Administrative Member shall revise and update the Initial Budget and Operating Plan from time to time which will set forth all anticipated income, operating expenses, and capital expenditures of the Company, together with an exit valuation/strategy and projected quarterly/annual capital contributions and capital returns, and aggregate IRR’s to each Member, all of which is based on the strategic and comprehensive business plan designed to maximize the Company’s returns andon the Company Property, in any event, and all of which shall be consistent with any preliminary figures previously provided to the Managing Member Executive Committee by the Administrative Member. Thereafter, commencing for the 2011 fiscal year, the Budget and Operating Plan shall be prepared in proposed form and submitted annually by the Administrative Member to the Managing Member Executive Committee for approval at least sixty (60) calendar days prior to the end of the current each fiscal year (so that the Administrative Member will submit a Budget and Operating Plan for the 2011 fiscal year no later than November 1, 2010 to the Managing Member for its Approval) with respect to the following fiscal year, together with five (5) year forward projections through Project Sell-Out (provided if the Administrative Member should fail to timely prepare and submit in proposed form any such Budget and Operating Plan, the Managing Member Executive Committee shall be authorized to prepare such Budget and Operating Plan). In formulating the comprehensive Budget and Operating Plan, to the extent reasonably feasible at the time of preparation thereof, the Administrative Member will develop (for Approval approval by the Managing MemberExecutive Committee) proposed strategies regarding (i) plans for renovation, leasingconstruction, financing, sale and rehabilitation of the Property and any other real property and proposed reductions to Expenses and other Company costs and expenses and increases in revenues, (ii) preparation and release of all promotional and advertising relating to, and a marketing plan for, the Company Property or concerning the Company, (iii) terms for any proposed sale or disposition of any Company Property, or acquisition of additional Company Property, and (iv) selection of legal counsel, accountants, appraisers and other consultants for the Company to efficiently implement the Budget and Operating Plan. It is acknowledged that Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP is counsel for SunBrook, Xxxxxxxxx, XXXX and Affiliates of Xxxxxxxxx and WREF, and is hereby approved as legal counsel for the Company for all matters that the Executive Committee or Managing Member determines is appropriate and the Members waive any conflict of interest associated with such representation of SunBrook, Xxxxxxxxx, XXXX, their Affiliates and the Company. It is also acknowledged that Xxxxx, Xxxxx & Xxxxxxxx is counsel for Sponsor and Affiliates of Sponsor, and is hereby approved as legal counsel for the Company for all matters that the Executive Committee determines is appropriate and the Members waive any conflict of interest associated with such representation of Sponsor and its Affiliates. The Administrative Member will also consider and make recommendations to the extent it deems the same appropriate regarding the amendment, modification, alteration, change, cancellation, or prepayment of any indebtedness evidenced by any mortgage loan presently or hereafter affecting any Company Property, and procurement of title insurance and other insurance for the Company, or decrease or vary the insurance carried by or on behalf of the Company and any other matters affecting the Company’s business. The Managing Member Executive Committee may review the Initial Budget and Operating Plan and make such amendments or modifications thereto as the Managing Member Executive Committee shall determine appropriate or necessary in its discretion based on the actual operating results for the Company Property.

The Budget and Operating Plan. No later than the Closing Date, the Administrative Member shall have prepared The Budget and submitted to the Managing Member for approval (and the Managing Member shall have Approved) Operating Plan attached hereto as Appendix B is a preliminary estimated Budget for the period through December 31, 2009 2012 and Operating Plan for the Company for the period from the Closing Date through December 31, 2010 (the “Initial Budget and Operating Plan”)2012, which shall include projected costs to foreclose or otherwise acquire title to operate the Property, grant a mortgage lien on the Company and make Property to the Acquisition Lender improvements and capital expenditures to be set forth therein to be made in the budget period following acquisition of title to the Property. To Property (the extent required by the Managing Member, the Administrative Member shall revise and update the “Initial Approved Budget and Operating Plan from time to time Plan”), which will set forth all anticipated income, operating expenses, and capital expenditures of the Company, together with an exit valuation/strategy and projected quarterly/annual capital contributions and capital returns and, in any event, shall be consistent with any preliminary figures previously provided to the Managing Member have been Approved by the Administrative MemberBH. Thereafter, commencing for the 2011 2013 fiscal year, the Budget and Operating Plan shall be prepared in proposed form and submitted annually by the Administrative Managing Member to the Managing Member BH for approval Approval at least sixty (60) calendar days prior to the end of the current fiscal year (so that the Administrative Managing Member will submit a Budget and Operating Plan for the 2011 2013 fiscal year no later than November 1, 2010 2012 to the Managing Member BH for its Approval) with respect to the following fiscal year, together with five (5) year forward projections (provided if the Administrative Managing Member should fail to timely prepare and submit in proposed form any such Budget and Operating Plan, the Managing Member BH shall be authorized to prepare such Budget and Operating PlanPlan and submit it to the Managing Member for informational purposes and for use by the Managing Member in carrying out its duties under this Agreement). In formulating the comprehensive Budget and Operating Plan, to the extent reasonably feasible at the time of preparation thereof, the Administrative Managing Member will develop (for Approval by the Managing MemberBH) proposed strategies regarding (i) plans for renovation, leasing, financing, sale and rehabilitation of the Property and any other real property and proposed reductions to Operating Expenses and other Company costs and expenses and increases in revenues, (ii) preparation and release of all promotional and advertising material relating to, and a marketing plan for, the Company Property or concerning the Company, (iii) terms for any proposed sale or disposition of any Company Property, or acquisition of additional Company Property, and (iv) selection of legal counsel, accountants, appraisers and other consultants for the Company to efficiently implement the Approved Budget and Operating Plan. The Administrative Managing Member will also consider and make recommendations to the extent it deems the same appropriate regarding the financing, amendment, modification, alteration, change, cancellation, or prepayment of any indebtedness evidenced by any mortgage loan presently or hereafter affecting any Company Property, and procurement of title insurance and other insurance for the Company, or decrease or vary the insurance carried by or on behalf of the Company and any other matters affecting the Company’s business. The BH and the Managing Member may from time to time review the Initial Approved Budget and Operating Plan and make such amendments or modifications thereto as the Managing Member they shall jointly determine to be appropriate or necessary in its discretion based on the actual operating results for the Company Propertynecessary.

The Budget and Operating Plan. No later than The Members have approved the Closing Date, the Administrative Member shall have prepared and submitted to the Managing Member for approval (and the Managing Member shall have Approved) a preliminary estimated Budget for the period through December 31, 2009 and Operating Plan for the Company for the period from the Closing Date through December 31, 2010 (the “Initial Interim Budget and Operating Plan”)) for the Pinnacle 1 Property through December 31, 2012 attached hereto as Exhibit J. Within thirty (30) days following the date hereof, the Members shall agree upon a final budget and operating plan for the Pinnacle 1 Property through December 31, 2013 , which shall include projected costs to foreclose or otherwise acquire title to the Property, grant a mortgage lien on the Property to the Acquisition Lender and capital expenditures to be set forth therein to be made in the budget period following acquisition of title to the Property. To the extent required by the Managing Member, the Administrative Member shall revise and update the Initial Budget and Operating Plan from time to time which will set sets forth all anticipated incomerevenue, operating expenses, all reasonable reserves relating to the Company Property anticipated to be required during the subject period and capital expenditures of for the CompanyPinnacle 1 Property, together with an exit valuation/strategy and projected quarterlycapital contributions/annual capital contributions returns, all of which is based on the strategic and capital comprehensive business plan designed to maximize the Company’s returns andon the Pinnacle 1 Property, in any event, and all of which shall be consistent with any preliminary figures projections previously provided to Xxxxxx by Sponsor (such budget and operating plan, once approved, shall thereafter become the Managing Member by the Administrative Member. Thereafter, commencing “Initial Budget and Operating Plan” for the 2011 fiscal yearCompany). In the event the Members cannot agree upon an Initial Budget and Operating Plan, then the terms of this Agreement shall apply with respect to resolution of such dispute, and the ability of Administrative Member to incur certain costs and expenses as expressly set forth in this Agreement until such time as the Initial Budget and Operating Plan shall be prepared is approved. At least thirty (30) days prior to the Company’s acquisition (directly or indirectly) of any Project (including, without limitation, the Pinnacle 2 Property) in proposed form and submitted annually by the accordance with this Agreement, Administrative Member shall prepare and submit an independent Budget and Operating Plan for such Project to the Managing Members for approval. Administrative Member shall prepare and submit a revised Budget and Operating Plan for each Project annually to the Members for approval at least sixty (60) calendar days prior to the end of the current each fiscal year (so that the Administrative Member will submit a Budget and Operating Plan for the 2011 fiscal year no later than November 1, 2010 to the Managing Member for its Approval) with respect to the following fiscal year, together with five (5) year forward projections (provided if the Administrative Member should fail to timely prepare and submit in proposed form any such Budget and Operating Plan, the Managing Member Executive Committee shall be authorized to prepare such Budget and Operating Plan). In formulating the comprehensive Each proposed or revised independent Budget and Operating Plan, Plan for a Project submitted to the extent reasonably feasible at the time of preparation thereofMembers for approval shall include all anticipated revenue, the Administrative Member will develop (for Approval by the Managing Member) proposed strategies regarding (i) plans for renovationoperating expenses, leasing, financing, sale and rehabilitation of the Property and any other real property and proposed reductions all reasonable reserves relating to Expenses and other Company costs and expenses and increases in revenues, (ii) preparation and release of all promotional and advertising relating to, and a marketing plan for, the Company Property or concerning anticipated to be required during the Company, (iii) terms for any proposed sale or disposition of any Company Property, or acquisition of additional Company Property, subject period and (iv) selection of legal counsel, accountants, appraisers and other consultants capital expenditures for the Company to efficiently implement the Budget and Operating PlanProject. The Administrative Member will also consider and make recommendations to the extent it deems the same appropriate regarding the amendment, modification, alteration, change, cancellation, or prepayment of any indebtedness evidenced by any mortgage loan presently or hereafter affecting any Company Property, and procurement of title insurance and other insurance for the Company, or decrease or vary the insurance carried by or on behalf of the Company and any other matters affecting the Company’s business. The Managing Member Members may review the Initial any Budget and Operating Plan and make such amendments or modifications thereto as the Managing Member Members shall determine appropriate or necessary in its discretion based on reasonable discretion. Without limiting Administrative Member’s rights under Section 7.03(b), until an updated Budget for any Project for any applicable fiscal year has been approved by the actual operating results Members, the Budget for such Project for the preceding fiscal year shall continue to be operative (subject to increase equal to the greater of (1) 3.5% or (2) the increase in the CPI over the CPI as of January 1 of the previous fiscal year ) after giving effect to any applicable adjustment for CPI; provided, however, all non-recurring capital expenditures shall be deemed removed from such Budget (unless the work with respect to any such capital items is in process in which event any amount remaining in the line item from such Budget for the previous year shall be included in the operative Budget); provided, further, however, that Administrative Member and/or Property Manager may incur and pay non-capital recurring expenses after giving effect to any non-discretionary increases thereto, but without adjustment for CPI, relating to taxes, insurance, utilities, vendors under existing contracts or emergencies in excess of amounts allocated to such amounts in the approved Budget for any Project for the previous calendar year. Additionally, without limitation of the rights set forth in Section 7.03(b), Administrative Member may incur any cost or expense by or on behalf of the Company Property(i) in excess of the amount set forth on a monthly basis or on an annual basis in the Budget for such expenditure on a line item basis by less than 10% of the line item or 5% of the applicable Budget, whichever is less, for such period, or (ii) that is an Emergency Expenditure; provided, however, that the Administrative Member shall notify the Executive Committee of any such expenditure as soon as reasonably practical after incurring the same (and in all events within two (2) Business Days thereafter).

The Budget and Operating Plan. No (a) The Managing Member shall, no later than the Closing DateDecember 15, the Administrative Member shall have prepared 2015, prepare and submitted submit to the Managing Member MN Retail for MN Retail’s approval a budget and strategic operating plan (and the Managing Member shall have Approved) a preliminary estimated Budget for the period through December 31as approved, 2009 and Operating Plan for the Company for the period from the Closing Date through December 31, 2010 (the “Initial Budget and Operating Plan”)) for the Company monthly through December 31, 2015 with annual projections from January 1, 2016 through December 31, 2018, which shall include projected costs to foreclose or otherwise acquire title to the Property, grant a mortgage lien on the Property to the Acquisition Lender and capital expenditures to be set forth therein to be made in the budget period following acquisition of title to the Property. To the extent required by the Managing Member, the Administrative Member shall revise and update the Initial Budget and Operating Plan from time to time which will set sets forth all anticipated incomerevenue, operating expenses, and capital expenditures of the Company, together with an exit valuation/strategy and projected quarterlycapital contributions/annual capital contributions returns and capital IRR’s to each Member, all of which is based on the strategic and comprehensive business plan designed to maximize the Company’s returns andon the Company Property, in any event, and all of which shall be consistent with any preliminary figures projections previously provided to the Members by Managing Member. Prior to the approval by MN Retail of the Initial Budget and Operating Plan, the Managing Member shall operate the Company in accordance with a budget otherwise approved by the Administrative MemberMN Retail (based on approved Argus models). Thereafter, commencing for the 2011 fiscal year, the Budget and Operating Plan shall be prepared in proposed form and submitted annually by the Administrative Managing Member to the Managing Member Members for approval at least sixty forty-five (6045) calendar days prior to the end of the current each fiscal year (so that the Administrative Member will submit a Budget and Operating Plan for the 2011 fiscal year no later than November 1, 2010 to the Managing Member for its Approval) with respect to the following fiscal year, together with five three (53) year forward projections (provided if the Administrative Managing Member should fail to timely prepare and submit in proposed form any such Budget and Operating Plan, the Managing Member MN Retail shall be authorized to prepare such Budget and Operating Plan). In formulating the comprehensive Budget and Operating Plan, to the extent reasonably feasible at the time of preparation thereof, the Administrative Managing Member will shall develop (for Approval approval by the Managing MemberMembers) proposed strategies regarding (i) plans for renovationdevelopment, leasing, financing, financing and sale and rehabilitation of the Property and any other real property and proposed reductions to of Expenses and other Company costs and expenses and increases in revenues, (ii) preparation and release of all promotional and advertising material and development related plans relating to, and a marketing plan for, the Company Property or concerning the Company, (iii) terms for any proposed sale or disposition of any Company Property, or acquisition of additional Company Property, and (iv) selection of legal counsel, accountants, appraisers and other consultants for the Company to efficiently implement the Budget and Operating PlanPlan (those professionals identified on Exhibit B attached hereto are hereby approved, subject to MN Retail’s right to withdraw such approval for poor performance by such professionals). The Administrative Managing Member will also consider and make recommendations to the extent it deems the same appropriate regarding the amendment, modification, alteration, change, cancellation, or prepayment of any indebtedness evidenced by any mortgage loan presently or hereafter affecting any Company Property, and procurement of title insurance and other insurance for the Company, or decrease or vary the insurance carried by or on behalf of the Company and any other matters affecting the Company’s business. The Managing Member may review shall provide the Initial Company with detailed analyses comparing actual performance to the goals set forth on Exhibit D and the Budget and Operating Plan and make such amendments or modifications thereto as the Managing Member shall determine appropriate or necessary in its discretion based on the actual operating results Plan, together with proposals for the Company Propertyimproving performance, no less frequently than quarterly.