APPROVED BUSINESS PLAN. Means collectively, after submission and approval as described herein, the following: (i) a pro-forma budget and development plan for the Property (the "Project") in accordance with the Pulte Contract, the Development Agreement (defined in Section 1. (o) hereof,) and this Agreement (the "Project Budget and Plan") and (ii) a Member capital contribution plan for the capital contributions by the Membere for the construction of the Project by the Company (the "Project Contribution Plan"), as each
... of the same may be amended from time to time in accordance with this Agreement. The Day-to-Day Manager shall endeavor to prepare and provide for M/I's approval the applicable Project Budget and Plan and the Project Contribution Plan within fifteen (15) days after the Effective Date. M/I shall endeavor to approve such Project Budget and Plan and the Project Contribution Plan submitted by the Day-to-Day Manager within fifteen (15) days of M/I's receipt of the submitted Project Budget and Plan and Project Contribution Plan; provided, the parties intend to work together as reasonably possible in preparing and reviewing all matters applicable to the Approved Business Plan (as defined in the following sentence). Upon each party's written approval of the Project Budget and Plan and Project Contribution Plan, such plans shall be considered and referred to herein as the "Approved Project Budget and Plan" and the "Approved Project Contribution Plan," and collectively shall be considered and referred to herein as the "Approved Business Plan." The Approved Business Plan is intended to be the overall plan and budget for the planning, development, and construction of the Project, including the distribution of finished lots to the Members, the projection and timing of annual Project expenditures, including, without limitation, development costs, construction costs, and maintenance costs, all of which shall be set forth in detail with each category of expense listed as a separate line item and a preliminary cost analysis for the Project. Such expenses shall be further separately delineated into two major categories of line item expenses as follows: (a) those line item expenses constituting "Operating Costs" and (b) those line item expenses constituting "Development Costs." The parties acknowledge that the Approved Business Plan will require updating or modification during the term of the Project as a result of changes to projected and actual costs, permitting conditions, etc. The Day-to-Day Manager shall regularly consult with and seek the input of the other Member in connection with the Day-to-Day Manager's updating of the Approved Business Plan. The Day-to-Day Manager shall use its commercially reasonable efforts to cause the Project to be developed, constructed, operated and disposed of substantially in accordance with the Approved Business Plan as it is updated and approved from time to time, including, without limitation, the line items contained therein. Subject to the approval rights set forth in Section 5.2 (a), below, and the obligation of the Day-to-Day Manager to maintain the originally Approved Business Plan as a comparative measure of how well the Company actually performed in comparison to the such originally Approved Business Plan, the Day-to-Day Manager shall update the Approved Business Plan as follows; (1) the Approved Project Budget and Plan shall be updated on not less than a semi-annual basis and the (2) the Approved Project Contribution Plan shall be updated every fiscal quarter. No update, modification or amendment of the Approved Business Plan (or any component budget item or plan thereof) shall be effective unless and until approved by all Members, subject to Section 5.5(c).
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