Common use of Annual Budgets Clause in Contracts

Annual Budgets. Manager shall prepare an annualized budget for the operation of the Premises and submit the same to Owner for approval (the “Annualized Budget”). Manager will use its commercially reasonable efforts to operate the Premises pursuant to the Annualized Budget; provided, however, Manager shall have no liability to Owner for failure to meet such Annualized Budget. The Annualized Budget shall include a comparison back to the original underwriting performed at the time of Owner’s acquisition of the Premises and prior year performance. The first Annualized Budget has been prepared and approved for the year commencing [ ], [ ] 20[ ] and ending on December 31, 20[ ]. Notwithstanding the period covered by the first Annualized Budget, all subsequent Annualized Budgets shall cover the period from January 1st of each year through December 31st of the same year. The proposed Annualized Budget for each calendar year shall be submitted by Manager to Owner by December 1st of the year preceding the year for which it applies, and Owner shall notify Manager within fifteen (15) days of receipt of such Annualized Budget as to whether Owner has or has not approved the proposed Annualized Budget. If Owner does not approve the proposed Annualized Budget, Owner shall notify Manager of the specifics of such disapproval within such fifteen (15) day period and Manager shall make the necessary amendments to the Annualized Budget. During the time Manager is preparing these amendments, Manager will continue to operate the Premises according to the last approved Annualized Budget. Owner’s approval of the Annualized Budget shall constitute approval for Manager to expend sums for all budgeted expenditures, without the necessity to obtain additional approval of Owner under any other expenditure limitations as set forth elsewhere in this Agreement.

Annual Budgets. Manager shall prepare an annualized budget for the operation of the Premises and submit the same to Owner for approval (the “Annualized Budget”). Manager will use its commercially reasonable efforts to operate the Premises pursuant to the Annualized Budget; provided, however, Manager shall have no liability to 115023.9 Owner for failure to meet such Annualized Budget. The Annualized Budget shall include a comparison back to the original underwriting performed at the time of Owner’s acquisition of the Premises and prior year performance. The first Annualized Budget has been prepared and approved for the year commencing [ [__________], [ [__] 20[ [__] and ending on December 31, 20[ [__]. Notwithstanding the period covered by the first Annualized Budget, all subsequent Annualized Budgets shall cover the period from January 1st of each year through December 31st of the same year. The proposed Annualized Budget for each calendar year shall be submitted by Manager to Owner by December 1st of the year preceding the year for which it applies, and Owner shall notify Manager within fifteen (15) days of receipt of such Annualized Budget as to whether Owner has or has not approved the proposed Annualized Budget. If Owner does not approve the proposed Annualized Budget, Owner shall notify Manager of the specifics of such disapproval within such fifteen (15) day period and Manager shall make the necessary amendments to the Annualized Budget. During the time Manager is preparing these amendments, Manager will continue to operate the Premises according to the last approved Annualized Budget. Owner’s approval of the Annualized Budget shall constitute approval for Manager to expend sums for all budgeted expenditures, without the necessity to obtain additional approval of Owner under any other expenditure limitations as set forth elsewhere in this Agreement.

Annual Budgets. Manager No later than sixty (60) days before Completion, the Operating Member shall prepare an annualized or cause to be prepared by the Property Manager for the Property, for the Members review, 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 the Members. The Operating Member shall consult with the Members with respect to such proposed operating budget and proposed capital budget. Once approved as required pursuant to the provisions of Section 6.2(a), the applicable final proposed operating budget shall become the “Operating Budget” hereunder, and, once approved pursuant to the provisions of Section 6.2(a), the applicable final proposed capital budget shall become the “Capital Budget” hereunder. Thereafter, no later than November 1st of each year, the Operating Member shall prepare or cause to be prepared by the Property Manager for the Property, for the Members review, a proposed operating budget and a proposed capital budget for the operation upcoming calendar year. The Operating Member shall consult with the Members with respect to such proposed operating budget and proposed capital budget with the goal that CNL and Crescent agree on each such proposed budget on or before December 1st of each year. If approved pursuant to the provisions of Section 6.2(a), the final proposed operating budget for such subsequent year shall become the then operative “Operating Budget” hereunder. If approved by pursuant to the provisions of Section 6.2(a), the final proposed capital budget for such subsequent year shall become the then operative “Capital Budget” hereunder. If, as of the Premises and submit commencement of any Fiscal Year, all or any portion of a proposed Operating Budget has not been approved as required by the same to Owner for approval (provisions of Section 6.2(a), the “Annualized Budget”). Manager will use its commercially reasonable efforts Operating Member shall be authorized to operate the Premises pursuant Company in accordance with those portions of the prior Fiscal Year’s Operating Budget that pertain to the Annualized Budget; provided, however, Manager shall have no liability to Owner for failure to meet such Annualized Budget. The Annualized Budget shall include a comparison back to the original underwriting performed at the time of Owner’s acquisition portions of the Premises and prior year performance. The first Annualized proposed Operating Budget has that have not been prepared and approved for the year commencing [ ], [ ] 20[ ] and ending on December 31, 20[ ]so approved. Notwithstanding the period covered foregoing, until a new Operating Budget for a Fiscal Year is approved as required by the first Annualized Budgetprovisions of Section 6.2(a), all subsequent Annualized Budgets shall cover the period from January 1st Operating Member may make expenditures for real estate taxes, scheduled debt service payments, insurance premiums for insurance maintained in accordance with the terms of each year through December 31st this Agreement, common area expenses, fulfillment of obligations to tenants under Permitted Leases and utilities, regardless of the same year. The proposed Annualized Budget for each calendar year shall be submitted by Manager to Owner by December 1st of amounts permitted therefore in the year preceding the year for which it applies, and Owner shall notify Manager within fifteen (15) days of receipt of such Annualized Budget as to whether Owner has or has not approved the proposed Annualized prior Fiscal Year’s Operating Budget. If Owner does not approve the proposed Annualized Budget, Owner shall notify Manager of the specifics of such disapproval within such fifteen (15) day period and Manager shall make the necessary amendments to the Annualized Budget. During the time Manager is preparing these amendments, Manager will continue to operate the Premises according to the last approved Annualized Budget. Owner’s approval of the Annualized Budget shall constitute approval for Manager to expend sums for all budgeted expenditures, without the necessity to obtain additional approval of Owner under any other expenditure limitations as set forth elsewhere in this Agreement.

Annual Budgets. Manager shall prepare an annualized budget for the operation of the Premises and submit the same to Owner for approval (the “Annualized Budget”). Manager will use its commercially reasonable efforts to operate the Premises pursuant to the Annualized Budget; provided, however, Manager shall have no liability to Owner for failure to meet such Annualized Budget. The Annualized Budget shall include a comparison back to the original underwriting performed at the time of Owner’s acquisition of the Premises and prior year performance. The first Annualized Budget has been prepared and approved for the year commencing [ [__________], [ [__] 20[ [__] and ending on December 31, 20[ [__]. Notwithstanding the period covered by the first Annualized Budget, all subsequent Annualized Budgets shall cover the period from January 1st of each year through December 31st of the same year. The proposed Annualized Budget for each calendar year shall be submitted by Manager to Owner by December 1st of the year preceding the year for which it applies, and Owner shall notify Manager within fifteen (15) days of receipt of such Annualized Budget as to whether Owner has or has not approved the proposed Annualized Budget. If Owner does not approve the proposed Annualized Budget, Owner shall notify Manager of the specifics of such disapproval within such fifteen (15) day period and Manager shall make the necessary amendments to the Annualized Budget. During the time Manager is preparing these amendments, Manager will continue to operate the Premises according to the last approved Annualized Budget. Owner’s approval of the Annualized Budget shall constitute approval for Manager to expend sums for all budgeted expenditures, without the necessity to obtain additional approval of Owner under any other expenditure limitations as set forth elsewhere in this Agreement.

Annual Budgets. Manager shall prepare an annualized budget for the operation of the Premises and submit the same to Owner for approval (the “Annualized Budget”). Manager will use its commercially reasonable efforts to operate the Premises pursuant to the Annualized Budget; provided, however, Manager shall have no liability to Owner for failure to meet such Annualized Budget. The Annualized Budget shall include a comparison back to the original underwriting performed at the time of Owner’s acquisition of the Premises and prior year performance. The first Annualized Budget has been prepared and approved for the year commencing [ [__________], [ [__] 20[ [__] and ending on December 31, 20[ [__]. Notwithstanding the period covered by the first Annualized Budget, all subsequent Annualized Budgets shall cover the period from January 1st of each year through December 31st of the same year. The proposed Annualized Budget for each calendar year shall be submitted by Manager to Owner by December 1st of the year preceding the year for which it applies, and Owner shall notify Manager within fifteen (15) days of receipt of such Annualized Budget as to whether Owner has or has not approved the proposed Annualized Budget. If Owner does not approve the proposed Annualized Budget, Owner shall notify Manager of the specifics of such disapproval within such fifteen (15) day period and Manager shall make the necessary amendments to the Annualized Budget. During the time Manager is preparing these amendments, Manager will continue to operate the Premises according to the last approved Annualized Budget. Owner’s approval of the Annualized Budget shall constitute approval for Manager to expend sums for all budgeted expenditures, without the necessity to obtain additional approval of Owner under any other expenditure limitations as set forth elsewhere in this Agreement.the

Annual Budgets. Property Manager shall prepare an annualized budget for the operation of the Premises and submit the same to Owner and the Operating Partnership for approval (the “Annualized Budget”). Property Manager will use its commercially reasonable efforts to operate the Premises pursuant to the Annualized Budget; provided, however, Property Manager shall have no liability to Owner for failure to meet such Annualized Budget. The Annualized Budget shall include a comparison back to the original underwriting performed at the time of Owner’s acquisition of the Premises and prior year performance. The first Annualized Budget has been prepared and approved for the year commencing [ ], [ ] 20[ ] on the Effective Date and ending on December 31, 20[ ]. Notwithstanding the period covered by the first Annualized Budget, all subsequent Annualized Budgets shall cover the period from January 1st of each year through December 31st of the same year. The proposed Annualized Budget for each calendar year shall be submitted by Property Manager to Owner and the Operating Partnership by December 1st of the year preceding the year for which it applies, and Owner shall notify Property Manager within fifteen thirty (1530) days of after receipt of such Annualized Budget as to whether Owner has and the Operating Partnership have or has have not approved the proposed Annualized Budget. If Owner does and the Operating Partnership do not approve the proposed Annualized Budget, Owner shall notify Property Manager of the specifics of such disapproval within such fifteen thirty (1530) day period and Property Manager shall make the necessary amendments to the Annualized Budget. During the time Property Manager is preparing these amendments, Property Manager will continue to operate the Premises according to the last approved Annualized Budget. Owner’s and the Operating Partnership’s approval of the Annualized Budget shall constitute approval for Property Manager to expend sums for all budgeted expenditures, without the necessity to obtain additional approval of Owner and the Operating Partnership under any other expenditure limitations as set forth elsewhere in this Agreement.

Annual Budgets. The Members acknowledge and agree that it is intended by the Members that the Company operate the Property in accordance with the terms of the Budget attached hereto as Exhibit G. Provided that no Change of Control Event has occurred and is continuing hereunder, the Company shall operate the Property in accordance with the Budget during calendar year 2014. Within sixty (60) days prior to the end of calendar year 2014 and each subsequent Fiscal Year and continuing on an annual basis thereafter, the Manager shall prepare submit to the Preferred Member (i) an annualized annual capital budget (an “Annual Capital Budget”) for the operation of the Premises such year, and submit the same to Owner for approval (the ii) an annual operating budget (an “Annualized Annual Operating Budget”), for such year, together with all information reasonably requested by Preferred Member. Manager will use its commercially reasonable efforts to operate the Premises pursuant to the Annualized Budget; provided, however, Manager shall have no liability to Owner for failure to meet such Annualized Budget. The Annualized Budget shall include a comparison back to the original underwriting performed at the time of Owner’s acquisition of the Premises and prior year performance. The first Annualized Budget has been prepared and approved for the year commencing [ ], [ ] 20[ ] and ending on December 31, 20[ ]. Notwithstanding the period covered by the first Annualized Budget, all subsequent Annualized Budgets shall cover the period from January 1st of each year through December 31st of the same year. The proposed Annualized Budget for each calendar year shall be submitted by Manager to Owner by December 1st of the year preceding the year for which it applies, and Owner Preferred Member shall notify Manager of its approval or disapproval within fifteen thirty (1530) days of after its receipt of such Annualized Budget as to whether Owner has or has not approved the proposed Annualized Budgetbudget(s) for the upcoming year. If Owner notice of approval or disapproval (or request for additional time or information) is not given by the end of such period, such proposed budget(s) shall be deemed disapproved by Preferred Member (until such time as may be later approved by Preferred Member). If the Preferred Member shall disapprove of any budget, the Preferred Member shall notify the Manager of the reasons for disapproval and the Manager shall resubmit such budget addressing the Preferred Member’s concerns within five (5) Business Days after Preferred Member’s notice of disapproval. If Preferred Member does not approve the proposed Annualized resubmission prior to the beginning of the Fiscal Year, then a “Budget Impasse” shall be deemed to exist until such time as the budgets shall be approved by the Preferred Member. During a Budget Impasse, the Manager shall operate the Company in accordance with the most recently approved Annual Operating Budget, Owner shall notify increased or decreased, as the case may be, based on the actual costs of real estate taxes, utilities and insurance (and debt service, if applicable) for such Fiscal Year. Subject to the provisions of Section 6.2(f), the Company and the Manager on behalf of the specifics of such disapproval within such fifteen (15) day period Company shall be authorized to and Manager shall make spend funds in accordance with the necessary amendments Annual Capital Budget and the Annual Operating Budget then in effect in accordance with this Agreement. Notwithstanding anything to the Annualized Budget. During the time Manager is preparing these amendments, Manager will continue to operate the Premises according to the last approved Annualized Budget. Owner’s approval of the Annualized Budget shall constitute approval for Manager to expend sums for all budgeted expenditures, without the necessity to obtain additional approval of Owner under any other expenditure limitations as set forth elsewhere contrary contained in this Agreement., any time the Company is required to deliver a proposed budget to the Mortgage Lender for its review and approval pursuant to the Section 4.1.7(g) of the Mortgage Loan Agreement, the Manager shall deliver such proposed budget to Preferred Member for its review and approval in accordance with the terms and provisions of this Section 4.2 no later than thirty (30) days prior to the date on which such proposed budget is required to be delivered to the Mortgage Lender pursuant to the Mortgage Loan Agreement

Annual Budgets. Manager No later than sixty (60) days before Completion, the Operating Member shall prepare an annualized or cause to be prepared by the Property Manager for the Property, for the Members review, 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 the Members. The Operating Member shall consult with the Members with respect to such proposed operating budget and proposed capital budget. Once approved as required pursuant to the provisions of Section 6.2(a), the applicable final proposed operating budget shall become the “Operating Budget” hereunder, and, once approved pursuant to the provisions of Section 6.2(a), the applicable final proposed capital budget shall become the “Capital Budget” hereunder. Thereafter, no later than November 1st of each year, the Operating Member shall prepare or cause to be prepared by the Property Manager for the Property, for the Members review, a proposed operating budget and a proposed capital budget for the operation upcoming calendar year. The Operating Member shall consult with the Members with respect to such proposed operating budget and proposed capital budget with the goal that CNL and LMI agree on each such proposed budget on or before December 1st of each year. If approved pursuant to the provisions of Section 6.2(a), the final proposed operating budget for such subsequent year shall become the then operative “Operating Budget” hereunder. If approved by pursuant to the provisions of Section 6.2(a), the final proposed capital budget for such subsequent year shall become the then operative “Capital Budget” hereunder. If, as of the Premises and submit commencement of any Fiscal Year, all or any portion of a proposed Operating Budget has not been approved as required by the same to Owner for approval (provisions of Section 6.2(a), the “Annualized Budget”). Manager will use its commercially reasonable efforts Operating Member shall be authorized to operate the Premises pursuant Company in accordance with those portions of the prior Fiscal Year’s Operating Budget that pertain to the Annualized Budget; provided, however, Manager shall have no liability to Owner for failure to meet such Annualized Budget. The Annualized Budget shall include a comparison back to the original underwriting performed at the time of Owner’s acquisition portions of the Premises and prior year performance. The first Annualized proposed Operating Budget has that have not been prepared and approved for the year commencing [ ], [ ] 20[ ] and ending on December 31, 20[ ]so approved. Notwithstanding the period covered foregoing, until a new Operating Budget for a Fiscal Year is approved as required by the first Annualized Budgetprovisions of Section 6.2(a), all subsequent Annualized Budgets shall cover the period from January 1st Operating Member may make expenditures for real estate taxes, scheduled debt service payments, insurance premiums for insurance maintained in accordance with the terms of each year through December 31st this Agreement, common area expenses, fulfillment of obligations to tenants under Permitted Leases and utilities, regardless of the same year. The proposed Annualized Budget for each calendar year shall be submitted by Manager to Owner by December 1st of amounts permitted therefore in the year preceding the year for which it applies, and Owner shall notify Manager within fifteen (15) days of receipt of such Annualized Budget as to whether Owner has or has not approved the proposed Annualized prior Fiscal Year’s Operating Budget. If Owner does not approve the proposed Annualized Budget, Owner shall notify Manager of the specifics of such disapproval within such fifteen (15) day period and Manager shall make the necessary amendments to the Annualized Budget. During the time Manager is preparing these amendments, Manager will continue to operate the Premises according to the last approved Annualized Budget. Owner’s approval of the Annualized Budget shall constitute approval for Manager to expend sums for all budgeted expenditures, without the necessity to obtain additional approval of Owner under any other expenditure limitations as set forth elsewhere in this Agreement.

Annual Budgets. Manager shall prepare an annualized budget for the operation of the Premises and submit the same to Owner for approval (the “Annualized Budget”). Manager will use its commercially reasonable efforts to operate the Premises pursuant to the Annualized Budget; , provided, however, Manager shall have no liability to Owner for failure to meet such Annualized Budget. The Annualized Budget shall include a comparison back to the original underwriting performed at the time of Owner’s acquisition of the Premises and prior year performance. The first Annualized Budget has been prepared and approved for the year commencing [ ], [ ] 20[ ] and ending on December 31, 20[ ]. Notwithstanding the period covered by the first Annualized Budget, all subsequent Annualized Budgets shall cover the period from January 1st of each year through December 31st of the same year. The proposed Annualized Budget for each calendar year shall be submitted by Manager to Owner by December 1st of the year preceding the year for which it applies, and Owner shall notify Manager within fifteen (15) days of receipt of such Annualized Budget as to whether Owner has or has not approved the proposed Annualized Budget. If Owner does not approve the proposed Annualized Budget, Owner shall notify Manager of the specifics of such disapproval within such fifteen (15) day period and Manager shall make the necessary amendments to the Annualized Budget. During the time Manager is preparing these amendments, Manager will continue to operate the Premises according to the last approved Annualized Budget. Owner’s approval of the Annualized Budget shall constitute approval for Manager to expend sums for all budgeted expenditures, without the necessity to obtain additional approval of Owner under any other expenditure limitations as set forth elsewhere in this Agreement.

Annual Budgets. Property Manager shall prepare an annualized budget for the operation of the Premises and submit the same to Owner for approval (the “Annualized Budget”). Property Manager will use its commercially reasonable efforts to operate the Premises pursuant to the Annualized Budget; provided, however, Property Manager shall have no liability to Owner for failure to meet such Annualized Budget. The Annualized Budget shall include a comparison back to the original underwriting performed at the time of Owner’s acquisition of the Premises and prior year performance. The first Annualized Budget has been prepared and approved for the year commencing [ ], [ ] 20[ ] on the Effective Date and ending on December 31, 20[ [__]. Notwithstanding the period covered by the first Annualized Budget, all subsequent Annualized Budgets shall cover the period from January 1st of each year through December 31st of the same year. The proposed Annualized Budget for each calendar year shall be submitted by Property Manager to Owner by December November 1st of the year preceding the year for which it applies, and Owner shall notify Property Manager within fifteen thirty (1530) days of after receipt of such Annualized Budget as to whether Owner has or has not approved the proposed Annualized Budget. If Owner does not approve the proposed Annualized Budget, Owner shall notify Property Manager of the specifics of such disapproval within such fifteen thirty (1530) day period and Property Manager shall make the necessary amendments to the Annualized BudgetBudget no later than December 20th. During the time Property Manager is preparing these amendments, Property Manager will continue to operate the Premises according to the last approved Annualized Budget. Owner’s approval of the Annualized Budget shall constitute approval for Property Manager to expend sums for all budgeted expenditures, without the necessity to obtain additional approval of Owner under any other expenditure limitations as set forth elsewhere in this Agreement.