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 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 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 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 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 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 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 Xxxx 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 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) By October 31 of each year during the term of this Agreement, the Sponsor shall submit a capital 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 “Annual Capital Proposed MLP Budget”) for such Fiscal Year). The Proposed MLP Budget shall include salaries, which will set forth in reasonable line item detail bonuses, rental payments, permit filing and maintenance costs and expenses. Following the proposed capital expenditures submission by the Sponsor of the Company Proposed MLP Budget for such Fiscal Year or part thereofa calendar year, the GP Board shall undertake to review the Proposed MLP Budget as promptly as reasonably practicable, and (b) an operating budget the 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 Company 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 such Fiscal Year or part thereof the succeeding calendar year on December 31 of each year. The annual management fee as determined pursuant to the immediately preceding sentence (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptionsas adjusted pursuant to Section 2.3(b) (if applicable) shall be the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business PlanManagement Fee.”). 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 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 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 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 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 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 Xxxxxx 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 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. As promptly So long as practicable following any amount shall remain unpaid under this Lease, the Closing Date for the remaining part of the first Fiscal Year ending at least two months after the Closing Date, Lessee will prepare and adopt an Annual Budget for each Fiscal Year thereafter (including, if a change in covering 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 operation of the Company will timely prepare or cause to Project and all other operations of the Lessee, including the payment of all obligations under this Lease, any Parity Debt and any other Debt. Each such Annual Budget shall be prepared and submitted to the Board of Directors of the Lessee at least thirty (30) days prior to the commencement of the Fiscal Year to which it applies, and such Annual Budget shall be approved and adopted by the Board of Directors prior to the commencement of such Fiscal Year. If an Annual Budget is not adopted for its reviewany new Fiscal Year prior to the commencement thereof, consideration and approval then the Annual Budget (aif any) in effect as of the end of the next preceding Fiscal Year shall be used for such new Fiscal Year until replaced by an Annual Budget adopted therefor in accordance with the provisions of this Section. The Annual Budget for each Fiscal Year shall contain (i) a capital budget (projection of all funds and revenues expected to be received by the “Annual Capital Budget”) for Lessee during such Fiscal Year, which will set forth in (ii) a projection of all expenses expected to be incurred by the Lessee during such Fiscal Year, reflecting a reasonable line item detail the proposed capital expenditures breakdown of such projected expenses into separate accounts, (iii) a projection of the Company for Lease Payments and any additions to or replenishments of reserves required during such Fiscal Year or part thereofwith respect to the Bonds and any other indebtedness of the Lessee permitted by this Lease, together with a corresponding projection of the Net Income Available for Debt Service and Total Operating Revenues during such Fiscal Year, (iv) a projected balance sheet for the Lessee as of the end of each quarterly accounting period during such Fiscal Year, (v) a schedule of capital expenditures (including all installment purchases) proposed to be made by the Lessee during such Fiscal Year, including in the schedule of such capital expenditures, any proposed lease having a term in excess of one year, irrespective of whether such lease is required to be capitalized under generally accepted accounting principles, and (bvi) such other statistical information related to the projected operations of the Lessee as the Lessee may deem useful or that may be requested by the Bond Insurer. In all events, the Lessee shall adopt an operating budget Annual Budget for the Company for such each Fiscal Year or part thereof (displaying which provides a Debt Service Coverage Ratio in relation to the Series A Bonds, Completion Bonds, Additional Bonds and Refunding Bonds of 1.25 plus Total Operating Revenues equal to not less than 100% of anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “budgeted 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 thereofExpenses.

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 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 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 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 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 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 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.