Common use of Operating Budgets Clause in Contracts

Operating Budgets. Not later than the commencement of each Lease Year, Lessee shall have prepared and submitted to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) to prepare and submit to Lessor for its approval the Operating Budget for the Lease Year following the Shortfall Year (the "M&R CURE YEAR"), at the same time as, and according to the procedure herein provided for, review and approval of the Annual Budget for such subsequent Lease Year, and (ii) without limiting the generality of the foregoing, to include in such Operating Budget Lessee's good faith reasonable estimate of Gross Operating Expenses for the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion).

Operating Budgets. Not The initial Operating Budget for 2010 is attached as Exhibit “D” which has been approved by both Managing Members. No later than the commencement first (1st) day of the last quarter of each Lease Company Year, Lessee the Skechers Managing Member shall have prepared submit a proposed Operating Budget (which shall include capital expenditures which are the landlord’s obligation under the Lease, and submitted to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET"a business plan) for that Lease the next ensuing Company Year prepared in accordance with for approval by the Uniform System HF Managing Member. Proposed amendments to any Approved Operating Budget may be submitted by the Skechers Managing Member to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent HF Managing Member at any time. Such proposed Operating Budget (4.5%or any proposed amendment thereto) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be deemed to be effective until such time as it has been approved by the HF Managing Member. The HF Managing Member shall respond in writing to each such proposed Operating Budget (or any proposed amendment thereto) within thirty (30) days after receipt thereof. In such response, the HF Managing Member shall specify in detail its disapproval of any item or items therein or its disapproval of the whole, and any proposed modifications requested by the HF Managing Member or recommended changes therein. Within fifteen (15) days after receipt by the Skechers Member of the HF Managing Member’s disapproval of any proposed Operating Budget (or any proposed amendment thereto), the Skechers Managing Member may re-submit to the HF Managing Member a revised Operating Budget (or amendment) for its approval. The HF Managing Member shall not unreasonably withheldwithhold or delay approval of any Operating Budget or amendment (with the issue of reasonableness being determined by expedited arbitration under Article 15). In the event that any Company Year shall commence without an Operating Budget approved by both the amount actually incurred by Lessee for M&R Expense for Skechers Managing Member and the Hotel for any Lease Year (HF Managing Member pursuant to the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions terms of this Section 4.2Section, Lessee the Managing Members shall be obligated (i) entitled to prepare and submit to Lessor make expenditures for its approval items specified in the Operating Budget for the Lease most recent Company Year following which has been approved by both Managing Members, and for the Shortfall actual amount of the utility cost, property taxes, insurance premiums or special assessments incurred by the Company or a Subsidiary in the current Company Year and any other non-discretionary items (including Debt service and stated increases in Company obligations or Subsidiary obligations under contracts for the "M&R CURE YEAR"year), at and for any expenditures on the same time asProject which, and according in the Managing Members’ reasonable good faith judgment, is necessary to prevent imminent damage to the procedure herein provided for, review and approval Project and/or injury to Persons. The Operating Budget shall not include the budget for development of the Annual Budget for such subsequent Lease Year, Project (although the Members acknowledge that a development budget has been approved and (ii) without limiting the generality of the foregoing, to include in such Operating Budget Lessee's good faith reasonable estimate of Gross Operating Expenses for the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and copy is attached as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal exhibit to the Minimum M&R for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretionDevelopment Management Agreement).

Operating Budgets. Not later than the commencement of each Lease Year, Lessee shall have prepared and submitted to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) The Borrower shall prepare, or cause to prepare be prepared, for each fiscal year of the Borrower and each Wholly Owned Opco an operating and capital expense budget setting forth the anticipated revenues, and Operating Expenses (including expenses for Non-Covered Services) of each such Relevant Party for such fiscal year. The initial operating budget for 2015 is attached as Exhibit L hereto. For each succeeding fiscal year (commencing with 2016), the Borrower shall, not later than forty-five (45) days prior to the end of the current fiscal year (commencing in 2015), submit such Operating Budget to Lessor the Administrative Agent for its approval (acting on the instructions of the Required Lenders); provided that the approval of the Administrative Agent shall be deemed to be given if (A) the Operating Expenses set forth in the Operating Budget do not exceed the greater of (x) 20% in the aggregate over the amount budgeted for such Operating Expenses of the Borrower and the Wholly Owned Opcos in the then-current Base Case Model for the Lease Year following applicable year and (y) $125,000 and (B) such Operating Budget is otherwise consistent with the Shortfall Year then-current Base Case Model for the applicable year. (ii) The Borrower shall, and shall cause each Holdco to, deliver to the "M&R CURE YEAR")Administrative Agent (i) each Operating Budget submitted to the Tax Equity Members in respect of a Tax Equity Opco, at the same time as, and according as delivered to such Tax Equity Member but in no event later than as required under the procedure herein provided for, review and approval of the Annual Budget for such subsequent Lease Year, applicable Limited Liability Company Agreement and (ii) without limiting when available, any amendments to such Operating Budget, together with all notices or correspondence regarding the generality approval of such Operating Budget (if applicable) by the Tax Equity Member; provided that the approval of the foregoing, Administrative Agent (acting on the instructions of the Required Lenders) shall be required (such approval not to include be unreasonably withheld or delayed but notwithstanding any permitted variances in any operating budgets approved by a Tax Equity Member) if (A) the aggregate Non-Covered Services included in such Operating Budget Lessee's good faith reasonable estimate Budgets collectively exceed the greater of Gross (x) 20% in the aggregate over the amount budgeted for Operating Expenses in respect of the Tax Equity Opcos in the then-current Base Case Model for the Hotel for such M&R Cure Year, itemized on schedules on a monthly applicable year and quarterly basis, in accordance with the Uniform System (y) $500,000 and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) such Operating Budgets are otherwise consistent with the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R then-current Base Case Model for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion)applicable year.

Operating Budgets. Not (i) The Borrowers shall, not later than thirty (30) days before the commencement Commercial Operation Date for any Plant, adopt an Operating Budget with respect to such Plant and an updated aggregate Operating Budget for the Project from such date to the conclusion of the calendar year immediately following the then-current calendar year and provide a copy of such operating plan and budget at such time to the Administrative Agent. (ii) No less than sixty (60) days in advance of the beginning of each Lease Yearcalendar year with respect to each Plant that has achieved its Commercial Operation Date, Lessee the Borrowers shall have prepared and submitted to Lessor similarly adopt an operating plan and a budget setting forth in form reasonably acceptable reasonable detail the projected requirements for Operation and Maintenance Expenses and Maintenance Capital Expenses for the ensuing two (2) calendar years for each Plant that has achieved its Commercial Operation Date and an aggregate operating plan and budget for the Project and provide a copy of each such operating plan and budget at such time to Lessor the Administrative Agent. (Each such operating plan and budget is herein called an "Operating Budget"). (iii) Each Operating Budget shall include the "OPERATING BUDGET") for that Lease Year same items and detail as provided in the Financial Model and be prepared in accordance with the Uniform System a form similar to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent Madera Operating Budget delivered on the Closing Date (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required or a form otherwise approved by the terms Administrative Agent) and shall become effective upon approval of any Franchise Agreement, Lessee shall not make any changes to the current methods Administrative Agent (acting in consultation with the Consultants if the Administrative Agent reasonably determines that such consultation is necessary or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent desirable). The Administrative Agent's approval of Lessor, which consent such updated Operating Budgets shall not be unreasonably withheld. In withheld or delayed. (iv) If the event Borrowers have not adopted an annual Operating Budget covering the applicable two-year period for each Plant that the amount actually incurred by Lessee for M&R Expense has achieved its Commercial Operation Date and for the Hotel for Project before the beginning of any Lease Year (calendar year following the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) Madera Funding or any Operating Budget adopted by the Borrowers has not been accepted by the Administrative Agent before the beginning of Gross Revenues for such Lease Year ("MINIMUM M&R")any upcoming calendar year, notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) to prepare and submit to Lessor for its approval the Operating Budget for each relevant Plant for the Lease Year following preceding calendar year shall, until the Shortfall Year (adoption of an annual Operating Budget by the "M&R CURE YEAR")Borrowers and acceptance of such Operating Budget by the Administrative Agent, at be deemed to be in force and effective as the same time as, and according to the procedure herein provided for, review and approval of the Annual annual Operating Budget for such subsequent Lease YearPlant for such upcoming calendar year; provided that if the initial Operating Budget for any Plant is not approved by the Administrative Agent, the Borrowers may use a budget for such Plant that is consistent with the Financial Model until an initial Operating Budget is approved, and the Borrowers shall work diligently to prepare an initial Operating Budget for each Plant that is acceptable to the Administrative Agent. (iiv) without limiting If either the generality actual Operation and Maintenance Expenses or Maintenance Capital Expenses for any Fiscal Quarter is in excess of the foregoing, to include in such applicable Permitted Operating Budget Lessee's good faith reasonable estimate of Gross Deviation Levels, the Borrowers may deliver to the Administrative Agent and the Consultants a proposed updated Operating Expenses for Budget(s), which shall be subject to approval by the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as Administrative Agent. Such proposed updated Operating Budget(s) shall not become effective until approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of Administrative Agent. (Avi) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal Each Operating Budget delivered to the Minimum M&R for Administrative Agent pursuant to this Section 7.01(j) shall be accompanied by a memorandum addressing all material deviations from the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion)Financial Model.

Operating Budgets. Not later than the commencement The Partnership shall operate under an annual Operating Budget, draft of each Lease Year, Lessee which shall have be prepared and submitted by the General Partner to Lessor the Limited Partner for approval. After a draft annual Operating Budget has been approved, the General Partner shall use diligent good faith efforts to implement the Operating Budget on behalf of the Partnership and may cause the Partnership to incur the expenditures and obligations therein provided. Within 45 days after the date hereof the General Partner shall prepare and submit to the Limited Partner for approval a proposed Operating Budget for the period beginning with the anticipated acquisition date of the Project and ending on December 31, 2003. If an operating budget in form reasonably acceptable Operating Budget is not approved by the Limited Partner by the acquisition date of the Project, the General Partner may incur commercially reasonable expenses to Lessor operate the Project; however, no expenditures shall be made for capital items, to Affiliates of the Developer Partner (other than payment of the "OPERATING BUDGET") for that Lease Year prepared Management Fee in accordance with the Uniform System Property Management Agreement), or in excess of $10,000 without the approval of the Limited Partner. Thereafter, the General Partner shall deliver to the extent applicable and Limited Partner for approval a proposed Operating Budget for each calendar year by November 1 of the preceding calendar year. Provided that includesthe Limited Partner receives the proposed Operating Budget for each calendar year by November 1 of the preceding calendar year, without limitationtogether with all supporting information necessary for the Limited Partner to review the Operating Budget, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise AgreementLimited Partner will approve, Lessee shall not make any reject, or provide changes to the current methods or categories Operating Budget by December 15 of the year in which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue the proposed Operating Budget was submitted to the Limited Partner. If an Operating Budget for any calendar year 1998 without has not been approved by January 1 of that year, the prior written consent of Lessor, which consent Partnership shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) continue to prepare and submit to Lessor for its approval operate under the Operating Budget for the Lease Year following previous year with such adjustments as may be necessary to reflect deletion of non-recurring expense items set forth on the Shortfall Year (the "M&R CURE YEAR")previous Operating Budget and increased insurance costs, at the same time astaxes, utility costs, and according debt service payments; however, no payments or reimbursements to the procedure herein provided for, review and approval Developer Partner or any of its Affiliates (other than payment of the Annual Budget for such subsequent Lease Year, and (ii) without limiting the generality of the foregoing, to include in such Operating Budget Lessee's good faith reasonable estimate of Gross Operating Expenses for the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, management fee in accordance with the Uniform System previous Operating Budget and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal reimbursements to the Minimum M&R Property General Partner for the M&R Shortfall Year, together out-of-pocket expenses incurred in connection with the assumptionsProject and in accordance with the previous Operating Budget) nor capital expenditures (other than deposits into the Capital Reserve) shall be made by the Partnership for that year until an Operating Budget for such year is approved, unless the Limited Partner specifically consents thereto in narrative formwriting. Notwithstanding anything to the contrary set forth in Section 4.1(d), forming although the basis General Partner shall be required to submit an annual Operating Budget to the Limited Partner, the General Partner shall only be required to obtain the Limited Partner's consent to or approval of such schedules (unless Lessor agrees to a lesser amount in Operating Budget if required under the exercise definition of its reasonable discretion)"Operating Budget".

Operating Budgets. Not later than the commencement of each Lease Year, Lessee shall have prepared and submitted to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) The Borrower shall prepare, or cause to prepare be prepared, for each fiscal year of the Borrower and each Wholly Owned Opco an operating and capital expense budget setting forth the anticipated revenues and Operating Expenses (including expenses for Non-Covered Services) of each such Relevant Party for such fiscal year; provided that the Borrower shall update such budget prior to any Permitted Fund Disposition and any acquisition or formation of any Partnership Flip Fund, Inverted Lease Fund, tax equity fund (that is not a Partnership Flip Fund or an Inverted Lease Fund), or a Wholly Owned Holdco or a Wholly Owned Opco permitted under Section 2.05. The initial operating budget for 2016 is attached as Exhibit L hereto. For each succeeding fiscal year (commencing with 2017), the Borrower shall, not later than forty-five (45) days prior to the end of the current fiscal year (commencing in 2016), submit such Operating Budget to Lessor the Administrative Agent for its approval (in consultation with the Independent Engineer); provided that the approval of the Administrative Agent shall be deemed to be given if (A) the Operating Expenses set forth in the Operating Budget do not exceed 20% in the aggregate over the amount budgeted for such Operating Expenses of the Borrower and the Wholly Owned Opcos in the then-current Base Case Model for the Lease Year following applicable year, provided, further, that, even if such 20% threshold is exceeded, the Shortfall Year Administrative Agent’s approval shall also be deemed to be given if the Operating Expenses in respect of Non-Covered Services set forth in the Operating Budget on a per kW DC basis in respect of the Projects owned by the Wholly Owned Opcos are not more than $15 per kW DC in the aggregate over the amount budgeted for such Operating Expense in respect of such Projects owned by the Wholly Owned Opcos in the then-current Base Case Model for the applicable year and (B) such Operating Budget is otherwise consistent with the "M&R CURE YEAR")then-current Base Case Model for the applicable year. (ii) The Borrower shall, and shall cause each Tax Equity Holdco to, deliver to the Administrative Agent (i) each Operating Budget submitted to the Tax Equity Class A Members in respect of a Tax Equity Opco, at the same time as, and according as delivered to such Tax Equity Class A Member but in no event later than as required under the procedure herein provided for, review and approval of the Annual Budget for such subsequent Lease Year, applicable Limited Liability Company Agreement and (ii) without limiting when available, any amendments to such Operating Budget, together with all notices or correspondence regarding the generality approval of such Operating Budget (if applicable) by the Tax Equity Class A Member; provided that the approval of the foregoing, Administrative Agent (in consultation with the Independent Engineer) shall be required (such approval not to include be unreasonably withheld or delayed but notwithstanding any permitted variances in any operating budgets approved by a Tax Equity Class A Member) if the aggregate Operating Expenses included in such Operating Budget Lessee's good faith reasonable estimate of Gross Budgets collectively exceed 20% in the aggregate over the amount budgeted for Operating Expenses in respect of the Tax Equity Opcos in the then-current Base Case Model for the Hotel for applicable year, provided, further, that, even if such M&R Cure Year20% threshold is exceeded, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal Administrative Agent’s approval shall also be deemed to not less than the sum of be given if (A) four the Operating Expenses in respect of Non-Covered Services set forth in the [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and onefiled separately with the Securities and Exchange Commission. Operating Budget on a per kW DC basis in respect of the Projects owned by the Tax Equity Opcos are not more than $15 per kW DC in the aggregate over the amount budgeted for such Operating Expense in respect of such Projects owned by the Tax Equity Opcos in the then-half percent (4.5%) of estimated Gross Revenues, plus current Base Case Model for the applicable year and (B) such Operating Budgets are otherwise consistent with the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R then-current Base Case Model for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion)applicable year.

Operating Budgets. Not (a) Upon the closing of an Acquisition Opportunity approved by the Operating Committee that each Party (or their respective applicable Affiliates) participate in pursuant to this Agreement, the Initial Acquisition Budget prepared for such Acquisition Opportunity pursuant to Section 4.1(a)(iv) (as such may have been amended, modified, supplemented and/or updated by the mutual written agreement of the Parties at any time following the date on which such Initial Acquisition Budget was initially prepared and delivered to Oaktree by DGOC) shall be deemed approved by the Operating Committee. (b) Prior to November 15 of the Calendar Year in which the First Acquisition Date occurs and of each Calendar Year thereafter, DGOC shall prepare in good faith and submit to Oaktree a separate proposed budget for the subsequent Calendar Year for each Acquisition Tranche (each, an “Operating Budget”); provided, that Operating Budgets need not include expenditures related to regulatory requirements and obligations, Fixed Land Costs, environment and health and safety costs or Taxes (other than Asset Taxes) (all such excluded expenditures, the “Excluded Budget Items”) or Emergency Costs. (c) No later than the commencement December 10 of each Lease Year, Lessee shall have Calendar Year in which a proposed Operating Budget is prepared and submitted to Lessor Oaktree, the Operating Committee shall meet to discuss each such proposed Operating Budget and any changes or revisions which the Committee Members desire to make to such proposed Operating Budget, and shall in good faith discuss any such changes or revisions. If the Committee Members unanimously agree on a proposed Operating Budget, it shall be an operating budget “Approved Operating Budget” (and for the avoidance of doubt, each Initial Acquisition Budget shall also be an Approved Operating Budget (as such Initial Acquisition Budget may have been revised pursuant to Section 6.2(a)) and incorporated into the applicable Approved Operating Budget for the relevant Acquisition Tranche). If the Committee Members are not able to unanimously agree on an Operating Budget for an Acquisition Tranche within 30 Business Days of Oaktree’s receipt of DGOC’s proposed Operating Budget for such Acquisition Tranche, the Operating Committee will be deemed to have rejected such proposed Operating Budget. (d) If the Operating Committee does not approve, or is deemed to have rejected, a proposed Operating Budget for an Acquisition Tranche, then the Operating Committee shall be deemed to have approved an Operating Budget for such Acquisition Tranche for the applicable upcoming Calendar Year in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to 110% of the then-applicable Approved Operating Budget for such Acquisition Tranche, together with any approved Initial Acquisition Budget(s) for any Acquisition Assets added to such Acquisition Tranche during such Calendar Year, in each case for the preceding Calendar Year (each such deemed approved Operating Budget, a “Default Operating Budget”), excluding, in each case, any extraordinary and/or non-recurring items included in the applicable Approved Operating Budget. Any Default Operating Budget deemed approved by the Operating Committee pursuant to this Section 6.2(d) shall, for so long as such Default Operating Budget is in effect, be considered an “Approved Operating Budget” for all purposes of this Agreement. (e) With respect to any applicable Approved Operating Budget and any Excluded Budget Items or Emergency Costs: (i) the Parties shall not less than four have the right to make any non-consent election under any JOA or to otherwise elect not to participate with respect to any Operation contemplated thereby; (ii) each Party shall (and one-half percent shall cause any Operator appointed by such Party and each other Affiliate of such Party that owns any interest in any of the JV Interests to) use its and their respective commercially reasonable efforts to propose and conduct all Operations in accordance with, and solely to the extent contemplated by, such Approved Operating Budget, except for Excluded Budget Items and Emergency Costs; provided, that notwithstanding anything to the contrary in Section 5.3 or any other provision of this Agreement or any Associated Agreements, so long as (4.5%A) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance any Operator appointed by such Party is using its respective commercially reasonable efforts to propose and repairs conduct all Operations in accordance with, and solely to the extent contemplated by, such Approved Operating Budget (other than Capital Improvementswith respect to Excluded Budget Items and Emergency Costs) and (B) such Operator does not incur any capital expenditures not contemplated by such Approved Operating Budget (other than with respect to Excluded Budget Items, Emergency Costs and capital expenditures otherwise approved by each of the Parties (or their respective applicable Affiliates)), then, with respect to amounts incurred that exceed the amounts set forth in such Approved Operating Budget: (x) none of the Parties, their Affiliates or the Operator shall be in breach of the standard of care set forth in Section 5.3 to the Hotel during extent such Lease Year. Unless required breach is caused by such amounts being in excess of the amounts set forth in such Approved Operating Budget, (y) Good Cause shall not be deemed to exist in respect of the applicable Operator to extent caused by such amounts being in excess of the amounts set forth in such Approved Operating Budget and (z) without limitation of the foregoing (x) and (y), the Parties and their respective Affiliates shall pay their respective Working Interest Shares of all such amounts incurred by such Operator for the joint account of the Parties and/or their Affiliates, whether or not such amounts are in excess of those contemplated by the Approved Operating Budget; and (iii) the Operator shall be exclusively authorized to propose and conduct any Operations covered by such Approved Operating Budget (or in connection with such Excluded Budget Items or Emergency Costs) for the account of DGOC and Oaktree (or their respective Affiliates) under the relevant JOA; provided, that to the extent any such Operation is contemplated under a Third Party JOA, the Operator shall propose such Operation to the Third Parties that are party thereto accordance with the terms of any Franchise Agreementsuch Third Party JOA, Lessee shall but the Operator need not make any changes re-propose such operation to the current methods Parties or categories their Affiliates. In addition to the foregoing, notwithstanding anything herein or in any relevant JOA to the contrary, each Party shall cause any Operator appointed by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 such Party and each Affiliate of such Party that owns any JV Interests not to, without the prior written consent of LessorOaktree (which may be withheld in its sole discretion) propose or elect to participate in any Operation with respect to any JV Interests that is not contemplated by the applicable Approved Operating Budget (except for Excluded Budget Items or Emergency Costs) with respect to the applicable JV Interests, which consent shall unless such Operation was proposed by a Third Party Operator who is not be unreasonably withheld. In an Affiliate of DGOC and was not appointed by Oaktree. (f) If the event that Committee Members are not able to unanimously agree on an Operating Budget for an Acquisition Tranche for two (2) or more consecutive Calendar Years, either Party may elect to terminate this Agreement by providing notice to the amount actually incurred by Lessee for M&R Expense other Party. (g) For the avoidance of doubt, and notwithstanding anything to the contrary in this Agreement or any Associated Agreement, the Operator is expressly authorized to make expenditures and incur liabilities for the Hotel for any Lease Year (joint account of the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for Parties without prior authorization or approval from the Oaktree Group when necessary or advisable, as determined by such Lease Year ("MINIMUM M&R")Operator in good faith, notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) with respect to prepare and submit to Lessor for its approval the Operating Excluded Budget for the Lease Year following the Shortfall Year (the "M&R CURE YEAR"), at the same time as, and according to the procedure herein provided for, review and approval of the Annual Budget for such subsequent Lease Year, Items and (ii) without limiting in connection with an the generality occurrence of an Emergency (such Emergency-related costs, “Emergency Costs”), and to take all such actions as it may deem advisable and necessary in connection therewith. Notwithstanding the foregoing, (A) DGOC shall, as soon as practicable following the occurrence of an Emergency, provide notice to include Oaktree of the nature of such Emergency, the measures it (or the Operator) has taken or intends to take in respect of such Operating Budget Lessee's good faith reasonable estimate of Gross Operating Expenses for Emergency, and the Hotel for such M&R Cure Yearestimated Emergency Costs related thereto, itemized on schedules on a monthly and quarterly basis, which shall be borne by the Parties in accordance with their respective Working Interest Shares in the Uniform System applicable JV Interests, and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R extent that Oaktree has paid its applicable Working Interest Share of the costs of the applicable insurance and to the extent that any applicable insurance proceeds are paid to any member of the DGOC Group, DGOC shall, as promptly as is reasonably practicable following the receipt thereof, pay to Oaktree its applicable Working Interest Share of such insurance proceeds related to any Emergency Costs that are paid or otherwise economically borne by any member of the Oaktree Group and all such insurance proceeds actually received by the Oaktree Group shall be included in the calculation of IRR or, in the case of MOIC, the cumulative net revenues for the M&R Shortfall Yearapplicable Acquisition Tranche. (h) For the avoidance of doubt and notwithstanding anything herein to the contrary (including Section 5.3), together but without limitation of Section 6.2(g), nothing in this Agreement is intended to limit Operator’s right to conduct Operations with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees respect to a lesser amount in the exercise of its reasonable discretion)Emergencies or Excluded Budget Items.

Operating Budgets. Not later than (1) Prior to the commencement Effective Date, Manager has submitted to Owner for its review and approval an initial proposed budget for the management and operation of the Market for the remainder of the Fiscal Year ending December 31, 2020 (the “Initial Fiscal Year”). Upon written approval by Owner, such budget shall become the “Initial Annual Operating Budget” for the Market. The Initial Annual Operating Budget shall set forth the anticipated revenue, operating expenses (including taxes), capital expenditures, other expenses, and distributions as Manager may reasonably estimate for the remainder of the Initial Fiscal Year. (2) For each Lease Fiscal Year after the Initial Fiscal Year, Lessee Manager shall have prepared and submitted to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) to prepare and submit to Lessor Owner not later than October 31st of the preceding Fiscal Year (beginning with October 31, 2020 for the 2021 Fiscal Year) a proposed operating and capital budget (each, a “Proposed Annual Operating Budget”) for the next, upcoming Fiscal Year. Owner will either approve the Proposed Annual Operating Budget or provide its comments to Manager, in writing, within fifteen (15) days following receipt thereof. Upon written approval of Owner, each Proposed Annual Operating Budget shall become the “Annual Operating Budget” for the applicable Fiscal Year. If a Proposed Annual Operating Budget has not been approved by Owner for any Fiscal Year by January 1st of that Fiscal Year, then the Annual Operating Budget for the Lease prior Fiscal Year following shall be the Shortfall provisional Annual Operating Budget for the succeeding Fiscal Year (the "M&R CURE YEAR"annualized, as necessary, for a partial Fiscal Year), at with the same time as, following changes: (i) ad valorem taxes shall be increased or decreased for known or expected changes in tax rates or valuations; (ii) insurance premiums shall be increased or decreased for known or expected changes in premiums; (iii) labor components of the budget shall be increased for changes in wage rates; (iv) operating expenses and according capital expenditures required to comply with applicable law shall be included in the budget; (v) capital expenditures pursuant to multi-year capital projects commenced prior to the procedure herein provided for, review budget year shall be included; and approval (vi) all other budget line items shall be increased for increases in the CPI since January 1st of the prior Fiscal Year. A provisional Annual Operating Budget shall be considered to be the Annual Operating Budget for the applicable Fiscal Year until such time as the Proposed Annual Operating Budget for such subsequent Lease Year, and (ii) without limiting the generality of the foregoing, to include in such Operating Budget Lessee's good faith reasonable estimate of Gross Operating Expenses for the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as Fiscal Year has been approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R for the M&R Shortfall Year, together with the assumptions, Owner in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion)writing.

Operating Budgets. Not (i) The Borrower shall prepare, or cause to be prepared, for each fiscal year of the Borrower and each Fund an operating and capital expense budget setting forth the anticipated revenues, and Operating Expenses (including expenses for Non-Covered Services) of each Relevant Party for such fiscal year. The initial Operating Budget for 2017 is attached as Exhibit K (Initial Budget) hereto. For each succeeding fiscal year (commencing with 2018), the Borrower shall, not later than forty-five (45) days prior to beginning of such fiscal year, submit a proposed Operating Budget to the commencement Administrative Agent for its approval (acting on the written instructions of each Lease Yearthe Majority Lenders); provided that the approval of the Administrative Agent (acting on the written instructions of the Majority Lenders) shall be deemed to be given (and shall not be required) if the Operating Expenses set forth in the proposed Operating Budget do not exceed 20% in the aggregate over the amount budgeted for such Operating Expenses of the Borrower and the Funds for the applicable year in the Base Case Model as of the Closing Date; provided, Lessee shall have prepared and submitted to Lessor an operating budget that such Operating Expenses may exceed 20% in form reasonably acceptable to Lessor (the "OPERATING BUDGET") aggregate over the [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. amount budgeted for that Lease Year prepared in accordance with the Uniform System Operating Expenses to the extent applicable Sponsor or a Qualified Purchaser, in its sole discretion, makes a capital contribution for such excess amount. (ii) The Borrower shall, and that includesshall cause each Guarantor to, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) deliver to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes Administrative Agent (A) each operating budget submitted to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager Tax Equity Members in its Revenue Budget for calendar year 1998 without the prior written consent respect of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) to prepare and submit to Lessor for its approval the Operating Budget for the Lease Year following the Shortfall Year (the "M&R CURE YEAR")a Tax Equity Fund, at the same time asas delivered to such Tax Equity Member but in no event later than as required under the applicable Limited Liability Company Agreement and (B) when available, and according any amendments to such operating budget, together with all notices or correspondence regarding the procedure herein approval of such operating budget (if applicable) by the Tax Equity Member; provided for, review and that the approval of the Annual Budget Administrative Agent (acting on the written instructions of the Majority Lenders) shall be deemed to be given if such operating budgets do not collectively exceed 20% in the aggregate over the amount budgeted for Operating Expenses in respect of the Tax Equity Funds for the applicable year in the Base Case Model as of the Closing Date; provided, that such operating budgets may exceed 20% in the aggregate over the amount budgeted for Operating Expenses to the extent Sponsor or a Qualified Purchaser, in its sole discretion, makes a capital contribution for such subsequent Lease Year, and (ii) without limiting the generality of the foregoing, to include in such Operating Budget Lessee's good faith reasonable estimate of Gross Operating Expenses for the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an excess amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion).

Operating Budgets. Not later than The Management Committee shall cause the commencement of each Lease Year, Lessee shall have prepared and submitted Project Operator to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) to prepare and submit to Lessor the Management Committee for its review and approval by Majority Vote all proposed Operating Budgets and amendments thereto, in accordance with this Article 5, (ii) provide to the Management Committee with the proposed Operating Budgets or amendments sufficient information to support the proposed Operating Budgets or amendments in such reasonable detail as to permit the Management Committee to evaluate the Operating Budgets or amendments; and (iii) promptly respond in writing, or orally if the requesting Participant(s) agrees, to reasonable requests of any Participant for any explanation and clarification of the proposed Operating Budgets or amendments, any specific items or details of the proposed Operating Budgets or amendments, and for further information, each as reasonably required to enable such Participant(s) to evaluate the proposed Operating Budgets or amendments. Attached hereto as Exhibit A is an initial proposed Operating Budget prepared by EnviroMission for the initial Operating Budget period commencing on the Effective Date and ending on the last day of the then current Fiscal Year (or, if the last day of such current Fiscal Year shall be less than a one-hundred eighty (180) days following the Effective Date, the last day of the Fiscal Year next succeeding such current Fiscal Year). Based on such proposed Operating Budget, the Management Committee shall by a Majority Vote approve an Operating Budget for such initial period. Also, included in Exhibit A is a projection prepared by EnviroMission of Operating Expenses for the subsequent period of four Fiscal Years ("Initial Operating Projection"), which Initial Operating Projection is provided for planning purposes and shall be superseded by the Operating Budget for the Lease Year following first and any subsequent Fiscal Year, established as provided herein. Following the Shortfall Year (the "M&R CURE YEAR"), at the same time as, and according to the procedure herein provided for, review and approval of the Annual Budget for such subsequent Lease Yearinitial Operating Budget, and (ii) without limiting the generality Management Committee shall cause the Project Operator, to the extent practicable, to distribute to each Participant, a draft of the foregoingproposed Operating Budget at least forty-five (45) days before the deadline for approval thereof by a Majority Vote by the Management Committee as provided below in this Section; to the extent that a Participant shall have provided its comments, if any, to include the Management Committee within thirty (30) days after receipt of the proposed Operating Budget, the Management Committee shall reasonably consider such comments in such preparation of its final Operating Budget. With respect to each Fiscal Year during the Term subsequent to the period covered by the initial Operating Budget Lessee's good faith reasonable estimate approved as provided above, the Management Committee shall review and vote on the proposed Operating Budget on or before one hundred twenty (120) days prior to the end of Gross each Fiscal Year. The approval of a proposed Operating Expenses for Budget shall require a Majority Vote. A Management Committee approved Operating Budget may be amended from time to time during the Hotel for such M&R Cure Year, itemized on schedules on applicable year by a monthly and quarterly basis, Majority Vote in accordance with the provisions of this Agreement. Each Operating Budget shall separately identify the estimated Operating Expenses and recommended levels of Working Capital in accordance with Section 5.1.3. Each Operating Budget will follow the Uniform System of Accounts and as approved shall specify, among other things, the estimate of all Operating Expenses and Working Capital requirements and all major maintenance expenditures, in each case, for each of the applicable Fiscal Years in the five (5) year rolling Budget. Each Operating Budget shall be accompanied by Lessor a Project operating plan setting forth a forecast of personnel to operate and Lesseemaintain the Project and a periodic inspection, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four Maintenance and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R for the M&R Shortfall Year, together repair schedule and other underlying assumptions and implementation plans in connection with the assumptions, in narrative form, forming Operating Budget. The Management Committee shall direct a copy of the basis of such schedules approved Operating Budget to be provided by the Project Operator to each Participant within five (unless Lessor agrees to a lesser amount in the exercise of 5) Business Days after its reasonable discretion)approval.

Operating Budgets. Not later than the commencement The Partnership shall operate under an annual Operating Budget, draft of each Lease Year, Lessee which shall have be prepared and submitted by the General Partner to Lessor the Preferred Partner for approval. After a draft annual Operating Budget has been approved, the General Partner shall use diligent good faith efforts to implement the Operating Budget on behalf of the Partnership and may cause the Partnership to incur the expenditures and obligations therein provided. Within 45 days after the date hereof the General Partner shall prepare and submit to the Preferred Partner for approval a proposed Operating Budget for the period beginning with the anticipated acquisition date of the Project and ending on December 31, 2002. If an operating budget in form reasonably acceptable Operating Budget is not approved by the Preferred Partner by the acquisition date of the Project, the General Partner may incur commercially reasonable expenses to Lessor operate the Project; however, no expenditures shall be made for capital items, to Affiliates of the Developer Partner (other than payment of the "OPERATING BUDGET") for that Lease Year prepared Management Fee in accordance with the Uniform System Property Management Agreement), or in excess of $10,000 without the approval of the Preferred Partner. Thereafter, the General Partner shall deliver to the extent applicable and Preferred Partner for approval a proposed Operating Budget for each calendar year by November 1 of the preceding calendar year. Provided that includesthe Preferred Partner receives the proposed Operating Budget for each calendar year by November 1 of the preceding calendar year, without limitationtogether with all supporting information necessary for the Preferred Partner to review the Operating Budget, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise AgreementPreferred Partner will approve, Lessee shall not make any reject, or provide changes to the current methods or categories Operating Budget by December 15 of the year in which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue the proposed Operating Budget was submitted to the Preferred Partner. If an Operating Budget for any calendar year 1998 without has not been approved by January 1 of that year, the prior written consent of Lessor, which consent Partnership shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) continue to prepare and submit to Lessor for its approval operate under the Operating Budget for the Lease Year following previous year with such adjustments as may be necessary to reflect deletion of non-recurring expense items set forth on the Shortfall Year (the "M&R CURE YEAR")previous Operating Budget and increased insurance costs, at the same time astaxes, utility costs, and according debt service payments; however, no payments or reimbursements to the procedure herein provided for, review and approval Developer Partner or any of its Affiliates (other than payment of the Annual Budget for such subsequent Lease Year, and (ii) without limiting the generality of the foregoing, to include in such Operating Budget Lessee's good faith reasonable estimate of Gross Operating Expenses for the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, management fee in accordance with the Uniform System previous Operating Budget and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal reimbursements to the Minimum M&R Property General Partner for the M&R Shortfall Year, together out-of-pocket expenses incurred in connection with the assumptionsProject and in accordance with the previous Operating Budget) nor capital expenditures (other than deposits into the Capital Reserve) shall be made by the Partnership for that year until an Operating Budget for such year is approved, unless the Preferred Partner specifically consents thereto in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion)writing.

Operating Budgets. Not (a) The Borrower shall, not later than 15 days before the commencement of each Lease YearCommercial Operations Date is estimated to occur, Lessee shall have prepared and submitted to Lessor adopt an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSEOperating Budget") of maintenance Debt Service, proposed Distributions and repairs (other Cash Operating Costs, including allowances for reserves and contingencies, for the first Operating Year; and no later than Capital Improvements) 15 days prior to the Hotel during beginning of each Operating Year thereafter, the Borrower shall similarly adopt an Operating Budget for such Lease Operating Year. Unless required by Copies of the terms of any Franchise Agreement, Lessee Operating Budget for each Operating Year shall not make any changes be furnished at least 60 days before final adoption thereof to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without Administrative Agent, each Lender and the prior written consent of Lessor, which consent shall not be unreasonably withheldIndependent Engineer. In the event that the aggregate amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) to prepare and submit to Lessor for its approval Cash Operating Costs included in the Operating Budget for any Operating Year exceeds by more than 10% the Lease aggregate amount of Cash Operating Costs for such Operating Year following specified in the Shortfall Year (Base Case Projections delivered pursuant to Section 9.1(w) on the "M&R CURE YEAR")Closing Date, at then the same time as, and according to the procedure herein provided for, review and approval of the Annual Operating Budget for such subsequent Lease YearOperating Year shall not be adopted without the approval by the Administrative Agent (if such excess is less than 15%) or the Administrative Agent and the Majority Institutions (if such excess is 15% or more), in each case in consultation with the Independent Engineer, which approval shall not be unreasonably withheld; provided that, with respect to the initial Operating Budget, if the Administrative Agent or the Administrative Agent and (ii) without limiting the generality of the foregoing, Majority Institutions have a right to include in approve such Operating Budget Lessee's pursuant to this Section 10.23(a) and fail to do so within 30 days after their receipt thereof, the Borrower and the Administrative Agent or the Borrower and the Administrative Agent and the Majority Institutions, as the case may be, shall work in good faith reasonable estimate of Gross Operating Expenses for the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal Independent Engineer to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed resolve any disagreements with a view to incur Hotel M&R Expense resolving any such disagreements at least equal 15 days prior to the Minimum M&R for the M&R Shortfall Year, together with the assumptions, in narrative form, forming Commercial Operations Date. Each Operating Budget shall be prepared on the basis of requirements for each month within the relevant Operating Year, showing the Debt Service, proposed Distributions and Cash Operating Costs (broken down into major categories) for such schedules month. (unless Lessor agrees b) The Borrower shall furnish to a lesser amount in the exercise Administrative Agent and each Lender, promptly upon receipt thereof, each annual operating budget delivered by the Greenhouse Operator pursuant to Section 5.4 of its reasonable discretion)the Greenhouse Loan Agreement.

Operating Budgets. Not later (i) No less than [***] days in advance of the commencement beginning of each Lease Fiscal Year, Lessee the Borrower shall have prepared and submitted provide, to Lessor an operating budget in form reasonably acceptable to Lessor the Lender, a proposed Operating Budget for the Portfolio for the ensuing Fiscal Year (including any stub period of the "OPERATING BUDGET") for that Lease Year current Fiscal Year). Each Operating Budget shall be prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required a form approved by the terms of any Franchise Agreement, Lessee Lender (in consultation with the Independent Engineer) and shall not make any changes to become effective upon approval by the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager Lender (acting in its Revenue Budget for calendar year 1998 without consultation with the prior written consent of LessorIndependent Engineer), which consent approval shall not be unreasonably withheld, conditioned or delayed. In If the event that the amount actually incurred by Lessee for M&R Expense Borrower does not provide an Operating Budget for the Hotel Portfolio before the beginning of the relevant Fiscal Year or any Operating Budget for the Portfolio provided by the Borrower is not accepted by the Lender before the beginning of any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R")upcoming Fiscal Year, notwithstanding the foregoing provisions of this Section 4.2then, Lessee shall be obligated (i) to prepare and submit to Lessor for its approval the Operating Budget for the Lease Year following preceding year shall (after adjusting any line items in which the Shortfall Year relevant expenses are not otherwise fixed by Contract for (the "M&R CURE YEAR"), at the same time as, and according A) inflation in an amount equal to the procedure herein provided forpercentage increase in the United States Department of Labor Consumer Price Index, review and approval of U.S. City Average, All Urban Consumers during the Annual Budget for such subsequent Lease Yearimmediately preceding twelve (12) calendar months, and (iiB) without limiting the generality expenditures for regularly scheduled (or reasonably anticipated) major maintenance of the foregoingPortfolio that was budgeted to become due, but did not become due during the prior Fiscal Year and that are due or scheduled to include become due during the ensuing Fiscal Year) be deemed to be in force and effective as the annual Operating Budget for the Portfolio for such upcoming Fiscal Year until the adoption of an annual Operating Budget for the Portfolio by the Borrower and acceptance of such Operating Budget Lessee's good faith reasonable estimate of Gross by the Lender. (ii) Each Operating Expenses Budget for the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal delivered to the Minimum M&R for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees Lender pursuant to a lesser amount in the exercise of its reasonable discretionthis Section 7.01(j).

Operating Budgets. Not The initial Operating Budget for 2010 is attached as Exhibit “D” which has been approved by both Managing Members. No later than the commencement first (1st) day of the last quarter of each Lease Company Year, Lessee the Skechers Managing Member shall have prepared submit a proposed Operating Budget (which shall include capital expenditures which are the landlord’s obligation under the Lease, and submitted to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET"a business plan) for that Lease the next ensuing Company Year prepared in accordance with for approval by the Uniform System HF Managing Member. Proposed amendments to any Approved Operating Budget may be submitted by the Skechers Managing Member to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent HF Managing Member at any time. Such proposed Operating Budget (4.5%or any proposed amendment thereto) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be deemed to be effective until such time as it has been approved by the HF Managing Member. The HF Managing Member shall respond in writing to each such proposed Operating Budget (or any proposed amendment thereto) within thirty (30) days after receipt thereof. In such response, the HF Managing Member shall specify in detail its disapproval of any item or items therein or its disapproval of the whole, and any proposed modifications requested by the HF Managing Member or recommended changes therein. Within fifteen (15) days after receipt by the Skechers Member of the HF Managing Member’s disapproval of any proposed Operating Budget (or any proposed amendment thereto), the Skechers Managing Member may re-submit to the HF Managing Member a revised Operating Budget (or amendment) for its approval. The HF Managing Member shall not unreasonably withheldwithhold or delay approval of any Operating Budget or amendment (with the issue of reasonableness being determined by expedited arbitration under Article 15). In the event that any Company Year shall commence without an Operating Budget approved by both the amount actually incurred by Lessee for M&R Expense for Skechers Managing Member and the Hotel for any Lease Year (HF Managing Member pursuant to the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions terms of this Section 4.2Section, Lessee the Managing Members shall be obligated (i) entitled to prepare and submit to Lessor make expenditures for its approval items specified in the Operating Budget for the Lease most recent Company Year following which has been approved by both Managing Members, and for the Shortfall actual amount of the utility cost, property taxes, insurance premiums or special assessments incurred by the Company in the current Company Year and any other non-discretionary items (including Debt service and stated increases in Company obligations under contracts for the "M&R CURE YEAR"year), at and for any expenditures on the same time asProject which, and according in the Managing Members’ reasonable good faith judgment, is necessary to prevent imminent damage to the procedure herein provided for, review and approval Project and/or injury to Persons. The Operating Budget shall not include the budget for development of the Annual Budget for such subsequent Lease Year, Project (although the Members acknowledge that a development budget has been approved and (ii) without limiting the generality of the foregoing, to include in such Operating Budget Lessee's good faith reasonable estimate of Gross Operating Expenses for the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and copy is attached as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal exhibit to the Minimum M&R for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretionDevelopment Management Agreement).

Operating Budgets. Not later than the commencement of each Lease Year, Lessee shall have prepared and submitted to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) The Borrower shall prepare, or cause to prepare be prepared, for each fiscal year of the Borrower and each Wholly Owned Opco an operating and capital expense budget setting forth the anticipated revenues and Operating Expenses (including expenses for Non-Covered Services) of each such Relevant Party for such fiscal year; provided that the Borrower shall update such budget prior to any Permitted Fund Disposition and any request to convert a Tax Equity Opco to a Wholly Owned Opco (with the consent of the Administrative Agent at the instruction of the Required Lenders) permitted under Section 7.10(d). The initial operating budget for 2017 is attached as Exhibit L hereto. For each succeeding fiscal year (commencing with 2018), the Borrower shall, not later than forty-five (45) days prior to the end of the current fiscal year (commencing in 2017), submit such Operating Budget to Lessor the Administrative Agent for its approval (in consultation with the Independent Engineer); provided that the approval of the Administrative Agent shall be deemed to be given if (A) the Operating Expenses set forth in the Operating Budget do not exceed 20% in the aggregate over the amount budgeted for such Operating Expenses of the Borrower and the Wholly Owned Opcos in the then-current Base Case Model for the Lease Year following applicable year, provided, further, that, even if such 20% threshold is exceeded, the Shortfall Year Administrative Agent’s approval shall also be deemed to be given if the Operating Expenses in respect of Non-Covered Services set forth in the Operating Budget on a per kW DC basis in respect of the Projects owned by the Wholly Owned Opcos are not more than $15 per kW DC in the aggregate over the amount budgeted for such Operating Expense in respect of such Projects owned by the Wholly Owned Opcos in the then-current Base Case Model for the applicable year and (B) such Operating Budget is otherwise consistent with the "M&R CURE YEAR")then-current Base Case Model for the applicable year. (ii) The Borrower shall, and shall cause each Tax Equity Holdco to, deliver to the Administrative Agent (i) each Operating Budget submitted to the Tax Equity Class A Members in respect of a Tax Equity Opco, at the same time as, and according as delivered to such Tax Equity Class A Member but in no event later than as required under the procedure herein provided for, review and approval of the Annual Budget for such subsequent Lease Year, applicable Limited Liability Company Agreement and (ii) without limiting when available, any amendments to such Operating Budget, together with all notices or correspondence regarding the generality approval of such Operating Budget (if applicable) by the Tax Equity Class A Member; provided that the approval of the foregoing, Administrative Agent (in consultation with the Independent Engineer) shall be required (such approval not to include be unreasonably withheld or delayed but notwithstanding any permitted variances in any operating budgets approved by a Tax Equity Class A Member) if the aggregate Operating Expenses included in such Operating Budget Lessee's good faith reasonable estimate of Gross Budgets collectively exceed 20% in the aggregate over the amount budgeted for Operating Expenses in respect of the Tax Equity Opcos in the then-current Base Case Model for the Hotel for applicable year, provided, further, that, even if such M&R Cure Year20% threshold is exceeded, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal CPAM: 12877541.11 Administrative Agent’s approval shall be deemed to not less than the sum of be given if (A) four the Operating Expenses in respect of Non-Covered Services set forth in the Operating Budget on a per kW DC basis in respect of the Projects owned by the Tax Equity Opcos are not more than $15 per kW DC in the aggregate over the amount budgeted for such Operating Expense in respect of such Projects owned by the Tax Equity Opcos in the then-current Base Case Model for the applicable year and one-half percent (4.5%) of estimated Gross Revenues, plus (B) such Operating Budgets are otherwise consistent with the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R then-current Base Case Model for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion)applicable year.

Operating Budgets. Not later (i) No less than thirty (30) days in advance of the commencement beginning of each Lease Fiscal Year, Lessee the Borrower shall have prepared and submitted provide, to Lessor an operating budget in form reasonably acceptable to Lessor the Lender, a proposed Operating Budget for the Portfolio for the ensuing Fiscal Year (including any stub period of the "OPERATING BUDGET") for that Lease Year current Fiscal Year). Each Operating Budget shall be prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required a form approved by the terms of any Franchise Agreement, Lessee Lender (in consultation with the Independent Engineer) and shall not make any changes to become effective upon approval by the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager Lender (acting in its Revenue Budget for calendar year 1998 without consultation with the prior written consent of LessorIndependent Engineer), which consent approval shall not be unreasonably withheld, conditioned or delayed. In If the event that the amount actually incurred by Lessee for M&R Expense Borrower does not provide an Operating Budget for the Hotel Portfolio before the beginning of the relevant Fiscal Year or any Operating Budget for the Portfolio provided by the Borrower is not accepted by the Lender before the beginning of any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R")upcoming Fiscal Year, notwithstanding the foregoing provisions of this Section 4.2then, Lessee shall be obligated (i) to prepare and submit to Lessor for its approval the Operating Budget for the Lease Year following preceding year shall (after adjusting any line items in which the Shortfall Year relevant expenses are not otherwise fixed by Contract for (the "M&R CURE YEAR"), at the same time as, and according A) inflation in an amount equal to the procedure herein provided forpercentage increase in the United States Department of Labor Consumer Price Index, review and approval of U.S. City Average, All Urban Consumers during the Annual Budget for such subsequent Lease Yearimmediately preceding twelve (12) calendar months, and (iiB) without limiting the generality expenditures for regularly scheduled (or reasonably anticipated) major maintenance of the foregoingPortfolio that was budgeted to become due, but did not become due during the prior Fiscal Year and that are due or scheduled to include become due during the ensuing Fiscal Year) be deemed to be in force and effective as the annual Operating Budget for the Portfolio for such upcoming Fiscal Year until the adoption of an annual Operating Budget for the Portfolio by the Borrower and acceptance of such Operating Budget Lessee's good faith reasonable estimate of Gross by the Lender. (ii) Each Operating Expenses Budget for the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal delivered to the Minimum M&R for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees Lender pursuant to a lesser amount in the exercise of its reasonable discretionthis Section 7.01(j).

Operating Budgets. Not later than the commencement of each Lease Year, Lessee shall have prepared and submitted to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) The Borrower shall prepare, or cause to prepare be prepared, for each fiscal year of the Borrower and each Wholly Owned Opco an operating and capital expense budget setting forth the anticipated revenues and Operating Expenses (including expenses for Non-Covered Services) of each such Relevant Party for such fiscal year; provided that the Borrower shall update such budget prior to any Permitted Fund Disposition and any acquisition or formation of any Partnership Flip Fund, Inverted Lease Fund, tax equity fund (that is not a Partnership Flip Fund or an Inverted Lease Fund), or a Wholly Owned Holdco or a Wholly Owned Opco permitted under Section 2.05. The initial operating budget for 2016 is attached as Exhibit L hereto. For each succeeding fiscal year (commencing with 2017), the Borrower shall, not later than forty-five (45) days prior to the end of the current fiscal year (commencing in 2016), submit such Operating Budget to Lessor the Administrative Agent for its approval (in consultation with the Independent Engineer); provided that the approval of the Administrative Agent shall be deemed to be given if (A) the Operating Expenses set forth in the Operating Budget do not exceed 20% in the aggregate over the amount budgeted for such Operating Expenses of the Borrower and the Wholly Owned Opcos in the then-current Base Case Model for the Lease Year following applicable year, provided, further, that, even if such 20% threshold is exceeded, the Shortfall Year Administrative Agent’s approval shall also be deemed to be given if the Operating Expenses in respect of Non-Covered Services set forth in the Operating Budget on a per kW DC basis in respect of the Projects owned by the Wholly Owned Opcos are not more than $15 per kW DC in the aggregate over the amount budgeted for such Operating Expense in respect of such Projects owned by the Wholly Owned Opcos in the then-current Base Case Model for the applicable year and (B) such [***] Confidential treatment has been requested for the "M&R CURE YEAR")bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Operating Budget is otherwise consistent with the then-current Base Case Model for the applicable year. (ii) The Borrower shall, and shall cause each Tax Equity Holdco to, deliver to the Administrative Agent (i) each Operating Budget submitted to the Tax Equity Class A Members in respect of a Tax Equity Opco, at the same time as, and according as delivered to such Tax Equity Class A Member but in no event later than as required under the procedure herein provided for, review and approval of the Annual Budget for such subsequent Lease Year, applicable Limited Liability Company Agreement and (ii) without limiting when available, any amendments to such Operating Budget, together with all notices or correspondence regarding the generality approval of such Operating Budget (if applicable) by the Tax Equity Class A Member; provided that the approval of the foregoing, Administrative Agent (in consultation with the Independent Engineer) shall be required (such approval not to include be unreasonably withheld or delayed but notwithstanding any permitted variances in any operating budgets approved by a Tax Equity Class A Member) if the aggregate Operating Expenses included in such Operating Budget Lessee's good faith reasonable estimate of Gross Budgets collectively exceed 20% in the aggregate over the amount budgeted for Operating Expenses in respect of the Tax Equity Opcos in the then-current Base Case Model for the Hotel for applicable year, provided, further, that, even if such M&R Cure Year20% threshold is exceeded, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal Administrative Agent’s approval shall also be deemed to not less than the sum of be given if (A) four the Operating Expenses in respect of Non-Covered Services set forth in the Operating Budget on a per kW DC basis in respect of the Projects owned by the Tax Equity Opcos are not more than $15 per kW DC in the aggregate over the amount budgeted for such Operating Expense in respect of such Projects owned by the Tax Equity Opcos in the then-current Base Case Model for the applicable year and one-half percent (4.5%) of estimated Gross Revenues, plus (B) such Operating Budgets are otherwise consistent with the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R then-current Base Case Model for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion)applicable year.

Operating Budgets. Not (a) The Borrower shall, not later than 15 days before the commencement of each Lease YearCommercial Operations Date is estimated to occur, Lessee shall have prepared and submitted to Lessor adopt an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSEOperating Budget") of maintenance Debt Service, proposed Distributions and repairs (other Cash Operating Costs, including allowances for reserves and contingencies, for the first Operating Year; and no later than Capital Improvements) 15 days prior to the Hotel during beginning of each Operating Year thereafter, the Borrower shall similarly adopt an Operating Budget for such Lease Operating Year. Unless required by Copies of the terms of any Franchise Agreement, Lessee Operating Budget for each Operating Year shall not make any changes be furnished at least 60 days before final adoption thereof to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without Administrative Agent, each Lender and the prior written consent of Lessor, which consent shall not be unreasonably withheldIndependent Engineer. In the event that the aggregate amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) to prepare and submit to Lessor for its approval Cash Operating Costs included in the Operating Budget for any Operating Year exceeds by more than 10% the Lease aggregate amount of Cash Operating Costs for such Operating Year following specified in the Shortfall Year (Base Case Projections delivered pursuant to Section 9.1(w) on the "M&R CURE YEAR")Closing Date, at then the same time as, and according to the procedure herein provided for, review and approval of the Annual Operating Budget for such subsequent Lease YearOperating Year shall not be adopted without the approval by the Administrative Agent (if such excess is less than 15%) or the Administrative Agent and the Majority Institutions (if such excess is 15% or more), in each case in consultation with the Independent Engineer, which approval shall not be unreasonably withheld; provided that, with respect to the initial Operating Budget, if the Administrative Agent or the Administrative Agent and (ii) without limiting the generality of the foregoing, Majority Institutions have a right to include in approve such Operating Budget Lessee's pursuant to this Section 10.23(a) and fail to do so within 30 days after their receipt thereof, the Borrower and the Administrative Agent or the Borrower and the Administrative Agent and the Majority Institutions, as the case may be, shall work in good faith reasonable estimate of Gross Operating Expenses for the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal Independent Engineer to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed resolve any disagreements with a view to incur Hotel M&R Expense resolving any such disagreements at least equal 15 days prior to the Minimum M&R for the M&R Shortfall Year, together with the assumptions, in narrative form, forming Commercial Operations Date. Each Operating Budget shall be prepared on the basis of requirements for each month within the relevant Operating Year, showing the Debt Service, proposed Distributions and Cash Operating Costs (broken down into major categories) for such schedules month. (unless Lessor agrees b) The Borrower shall furnish to a lesser amount in the exercise Administrative Agent and each Lender, promptly upon receipt thereof, each annual operating budget 83 delivered by the Greenhouse Operator pursuant to Section 5.4 of its reasonable discretion)the Greenhouse Loan Agreement.

Operating Budgets. Not (i) The Borrowers shall, not later than thirty (30) days before the commencement first Commercial Operation Date for any Plant, adopt an operating plan and a budget with respect to each Plant and an aggregate operating plan and budget for the Project setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses and Maintenance Capital Expenses for the period from such date to the conclusion of the then-current calendar year and provide a copy of such operating plan and budget at such time to the Administrative Agent. No less than sixty (60) days in advance of the beginning of each Lease Yearcalendar year thereafter, Lessee the Borrowers shall have prepared and submitted to Lessor similarly adopt an operating plan and a budget setting forth in form reasonably acceptable reasonable detail the projected requirements for Operation and Maintenance Expenses and Maintenance Capital Expenses for the ensuing calendar year for each Plant that has achieved its Commercial Operation Date and an aggregate operating plan and budget for the Project and provide a copy of each such operating plan and budget at such time to Lessor the Administrative Agent. (the "OPERATING BUDGET"Each such operating plan and budget is herein called an “Operating Budget”.) for that Lease Year Each Operating Budget shall be prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required a form approved by the terms Independent Engineer and shall become effective upon approval of the Required Lenders (acting in consultation with the Consultants). If the Borrowers shall not have adopted an annual Operating Budget for each Plant and for the Project before the beginning of any Franchise Agreement, Lessee calendar year or any Operating Budget adopted by the Borrowers shall not make have been accepted by the Required Lenders before the beginning of any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for upcoming calendar year 1998 without the prior written consent of Lessoryear, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) to prepare and submit to Lessor for its approval the Operating Budget for such Plant for the Lease Year following preceding calendar year shall, until the Shortfall Year (adoption of an annual Operating Budget, as the "M&R CURE YEAR")case may be, at by the same time asBorrowers and acceptance of such Operating Budget by the Required Lenders, be deemed to be in force and according to effective as the procedure herein provided for, review and approval of the Annual annual Operating Budget for such subsequent Lease YearPlant or the Project, as the case may be, for such upcoming calendar year; provided that if the initial Operating Budget for any Plant or the Project is not approved by the Required Lenders, the Borrowers may use a budget that is consistent with the Financial Model as of the date hereof (or any updated Financial Model that has been approved by the Required Lenders) until an initial Operating Budget is approved, and the Borrowers shall work diligently to prepare an initial Operating Budget that is acceptable to the Required Lenders. (ii) without limiting Each Operating Budget delivered to the generality Administrative Agent pursuant to this Section 7.01(j) shall be accompanied by a memorandum detailing all material assumptions used in the preparation of the foregoingsuch Operating Budget, to include in shall contain a line item for each Operating Budget Category, shall specify for each month and for each such Operating Budget Lessee's good faith reasonable estimate of Gross Operating Expenses for Category the Hotel amount budgeted for such M&R Cure Yearcategory for such month, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System shall clearly distinguish Operation and as approved by Lessor Maintenance Expenses and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion)Maintenance Capital Expenses.

Operating Budgets. Not later than the commencement of each Lease Year, Lessee shall have prepared and submitted to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) The Borrower shall prepare, or cause to prepare be prepared, for each fiscal year of the Borrower and each Wholly Owned Opco an operating and capital expense budget setting forth the anticipated revenues and Operating Expenses (including expenses for Non-Covered Services) of each such Relevant Party for such fiscal year; provided that the Borrower shall update such budget prior to any Permitted Fund Disposition and any acquisition or formation of any Partnership Flip Fund, Inverted Lease Fund, tax equity [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. fund (that is not a Partnership Flip Fund or an Inverted Lease Fund), or a Wholly Owned Holdco or a Wholly Owned Opco permitted under Section 2.05. The initial operating budget for 2016 is attached as Exhibit L hereto. For each succeeding fiscal year (commencing with 2017), the Borrower shall, not later than forty-five (45) days prior to the end of the current fiscal year (commencing in 2016), submit such Operating Budget to Lessor the Administrative Agent for its approval (in consultation with the Independent Engineer); provided that the approval of the Administrative Agent shall be deemed to be given if (A) the Operating Expenses set forth in the Operating Budget do not exceed 20% in the aggregate over the amount budgeted for such Operating Expenses of the Borrower and the Wholly Owned Opcos in the then-current Base Case Model for the Lease Year following applicable year, provided, further, that, even if such 20% threshold is exceeded, the Shortfall Year Administrative Agent’s approval shall also be deemed to be given if the Operating Expenses in respect of Non-Covered Services set forth in the Operating Budget on a per kW DC basis in respect of the Projects owned by the Wholly Owned Opcos are not more than $15 per kW DC in the aggregate over the amount budgeted for such Operating Expense in respect of such Projects owned by the Wholly Owned Opcos in the then-current Base Case Model for the applicable year and (B) such Operating Budget is otherwise consistent with the "M&R CURE YEAR")then-current Base Case Model for the applicable year. (ii) The Borrower shall, and shall cause each Tax Equity Holdco to, deliver to the Administrative Agent (i) each Operating Budget submitted to the Tax Equity Class A Members in respect of a Tax Equity Opco, at the same time as, and according as delivered to such Tax Equity Class A Member but in no event later than as required under the procedure herein provided for, review and approval of the Annual Budget for such subsequent Lease Year, applicable Limited Liability Company Agreement and (ii) without limiting when available, any amendments to such Operating Budget, together with all notices or correspondence regarding the generality approval of such Operating Budget (if applicable) by the Tax Equity Class A Member; provided that the approval of the foregoing, Administrative Agent (in consultation with the Independent Engineer) shall be required (such approval not to include be unreasonably withheld or delayed but notwithstanding any permitted variances in any operating budgets approved by a Tax Equity Class A Member) if the aggregate Operating Expenses included in such Operating Budget Lessee's good faith reasonable estimate of Gross Budgets collectively exceed 20% in the aggregate over the amount budgeted for Operating Expenses in respect of the Tax Equity Opcos in the then-current Base Case Model for the Hotel for applicable year, provided, further, that, even if such M&R Cure Year20% threshold is exceeded, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal Administrative Agent’s approval shall also be deemed to not less than the sum of be given if (A) four the Operating Expenses in respect of Non-Covered Services set forth in the Operating Budget on a per kW DC basis in respect of the Projects owned by the Tax Equity Opcos are not more than $15 per kW DC in the aggregate over the amount budgeted for such Operating Expense in respect of such Projects owned by the Tax Equity Opcos in the then-current Base Case Model for the applicable year and one-half percent (4.5%) of estimated Gross Revenues, plus (B) such Operating Budgets are otherwise consistent with the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R then-current Base Case Model for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion)applicable year.

Operating Budgets. Not later than the commencement of each Lease Year, Lessee The Partnership shall have prepared and submitted to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year operate under annual Operating Budgets which shall be prepared in accordance with the Uniform System Property Management Subcontract; provided, that if the Property Management Subcontract is not in effect then the Operating Budgets shall be prepared by the General Partner and approved by a Partnership Vote. After an annual Operating Budget has been approved, the General Partner shall implement it on behalf of the Partnership (including in accordance with the Property Management Subcontract) and may cause the Partnership to incur the extent applicable expenditures and that includes, without limitation, an amount equal obligations therein provided. The General Partner shall submit (or request the manager of the Property to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvementssubmit) to the Hotel during such Lease YearClass A Limited Partners any proposed Operating Budget for each calendar year by November 15 of the preceding calendar year. Unless required Provided that each of the Class A Limited Partners receives the proposed Operating Budget for each calendar year by November 15 of the terms of any Franchise Agreementpreceding calendar year, Lessee shall not make any together with all supporting information necessary for the Class A Limited Partners to review the Operating Budget, each Class A Limited Partner will approve, reject, or provide changes to the current methods or categories Operating Budget by December 15 of the year in which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue the proposed Operating Budget was submitted to the Class A Limited Partners. If an Operating Budget for any calendar year 1998 without has not been approved by January 1 of that year, the prior written consent of Lessor, which consent Partnership shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) continue to prepare and submit to Lessor for its approval operate under the Operating Budget for the Lease Year following previous year with such adjustments as may be necessary to reflect deletion of non-recurring expense items set forth on the Shortfall Year previous Operating Budget and increased insurance costs, taxes, utility costs, and debt service payments; PROVIDED, HOWEVER, that no payments or reimbursements to any Partner or any of their Affiliates (other than any payments of the "M&R CURE YEAR"Asset Management Fee and/or the Alternate Asset Management Fee, payments pursuant to the Property Management Subcontract and the Leasing Agreement, payment of the sales commission pursuant to Section 4.8(d), at the same time as, and according reimbursements to the procedure herein provided for, review General Partner for out-of-pocket expenses incurred in connection with the Property and approval of the Annual Budget for such subsequent Lease Year, and (ii) without limiting the generality of the foregoing, to include in such Operating Budget Lessee's good faith reasonable estimate of Gross Operating Expenses for the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as previous Operating Budget) nor capital expenditures (other than deposits into Reserves) shall be made by the Partnership for that year until an Operating Budget for such year is approved, unless otherwise approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion)Partnership Vote.

Operating Budgets. Not later than ninety (90) days after the commencement execution of this Agreement, and thereafter not later than November 30th of each Lease Yearyear, Lessee the Manager shall have prepared and submitted to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System deliver to the extent applicable Members a detailed business s plan and budget for the Company’s next succeeding fiscal year for all matters including development and leasing of Real Property. Such business plan and budget shall contain such information and detail as the Members may reasonably request. The Members will review the business plan and budget so submitted, and subject to required revisions, approve by the Required Percentage a business plan and budget no later than December 31 of each year; each business plan and budget so approved is herein referred to as an “Operating Budget”. Each Operating Budget shall contain projected revenues and expenses for the year in question for the activities of the Company and such other matters as the Members may deem appropriate. If an Operating Budget is not approved by the date set forth above, then: (a) any items or portions thereof that includes, without limitationhave been approved shall become operative immediately; and (b) the Manager may expend in respect of non-capital recurring expenses in any quarter of the then current calendar year, an amount equal to not less than four and one-half percent (4.5%) the budgeted amount for the corresponding quarter of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by immediately preceding calendar year, as set forth on the terms last approved Operating Budget; however, if any contract approved as a part of any Franchise Agreementprior approved Operating Budget provides for automatic increases in costs thereunder after the beginning of the then current calendar year, Lessee then the Manager may expend the amount of that increase, and further provided the Manager may expend any amounts necessary to pay non-controllable expenses such as real estate taxes, insurance and utilities and amounts necessary so that the Company shall not make be in default under any changes provisions under the documents evidencing the Loan. Manager shall not have the right to expend funds in excess of the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Operating Budget for calendar year 1998 (including contingency line items) without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) to prepare and submit to Lessor for its approval the Operating Budget for the Lease Year following the Shortfall Year (the "M&R CURE YEAR"), at the same time as, and according to the procedure herein provided for, review and approval of the Annual Budget for such subsequent Lease Year, and (ii) without limiting the generality of the foregoing, to include in such Operating Budget Lessee's good faith reasonable estimate of Gross Operating Expenses for the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion)SRT.

Operating Budgets. Not later than the commencement of each Lease Year, Lessee shall have prepared and submitted to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) The Borrower shall prepare, or cause to prepare be prepared, for each fiscal year of the Borrower and each Wholly Owned Opco an operating and capital expense budget setting forth the anticipated revenues and Operating Expenses (including expenses for Non-Covered Services) of each such Relevant Party for such fiscal year; provided that the Borrower shall update such budget prior to any Permitted Fund Disposition and any request to convert a Tax Equity Opco to a Wholly Owned Opco (with the consent of [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. the Administrative Agent at the instruction of the Required Lenders) permitted under Section 7.10(d). The initial operating budget for 2017 is attached as Exhibit L hereto. For each succeeding fiscal year (commencing with 2018), the Borrower shall, not later than forty-five (45) days prior to the end of the current fiscal year (commencing in 2017), submit such Operating Budget to Lessor the Administrative Agent for its approval (in consultation with the Independent Engineer); provided that the approval of the Administrative Agent shall be deemed to be given if (A) the Operating Expenses set forth in the Operating Budget do not exceed 20% in the aggregate over the amount budgeted for such Operating Expenses of the Borrower and the Wholly Owned Opcos in the then-current Base Case Model for the Lease Year following applicable year, provided, further, that, even if such 20% threshold is exceeded, the Shortfall Year Administrative Agent’s approval shall also be deemed to be given if the Operating Expenses in respect of Non-Covered Services set forth in the Operating Budget on a per kW DC basis in respect of the Projects owned by the Wholly Owned Opcos are not more than $15 per kW DC in the aggregate over the amount budgeted for such Operating Expense in respect of such Projects owned by the Wholly Owned Opcos in the then-current Base Case Model for the applicable year and (B) such Operating Budget is otherwise consistent with the "M&R CURE YEAR")then-current Base Case Model for the applicable year. (ii) The Borrower shall, and shall cause each Tax Equity Holdco to, deliver to the Administrative Agent (i) each Operating Budget submitted to the Tax Equity Class A Members in respect of a Tax Equity Opco, at the same time as, and according as delivered to such Tax Equity Class A Member but in no event later than as required under the procedure herein provided for, review and approval of the Annual Budget for such subsequent Lease Year, applicable Limited Liability Company Agreement and (ii) without limiting when available, any amendments to such Operating Budget, together with all notices or correspondence regarding the generality approval of such Operating Budget (if applicable) by the Tax Equity Class A Member; provided that the approval of the foregoing, Administrative Agent (in consultation with the Independent Engineer) shall be required (such approval not to include be unreasonably withheld or delayed but notwithstanding any permitted variances in any operating budgets approved by a Tax Equity Class A Member) if the aggregate Operating Expenses included in such Operating Budget Lessee's good faith reasonable estimate of Gross Budgets collectively exceed 20% in the aggregate over the amount budgeted for Operating Expenses in respect of the Tax Equity Opcos in the then-current Base Case Model for the Hotel for applicable year, provided, further, that, even if such M&R Cure Year20% threshold is exceeded, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal Administrative Agent’s approval shall be deemed to not less than the sum of be given if (A) four the Operating Expenses in respect of Non-Covered Services set forth in the Operating Budget on a per kW DC basis in respect of the Projects owned by the Tax Equity Opcos are not more than $15 per kW DC in the aggregate over the amount budgeted for such Operating Expense in respect of such Projects owned by the Tax Equity Opcos in the then-current Base Case Model for the applicable year and one-half percent (4.5%) of estimated Gross Revenues, plus (B) such Operating Budgets are otherwise consistent with the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R then-current Base Case Model for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion)applicable year.

Operating Budgets. Not later than the commencement of each Lease Year, Lessee shall have prepared and submitted to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) The Borrower shall prepare, or cause to prepare be prepared, for each fiscal year of the Borrower and each Wholly Owned Opco an operating and capital expense budget setting forth the anticipated revenues and Operating Expenses (including expenses for Non-Covered Services) of each such Relevant Party for such fiscal year; provided that the Borrower shall update such budget prior to any Permitted Fund Disposition and any request to convert a Tax Equity Opco to a Wholly Owned Opco (with the consent of the Administrative Agent at the instruction of the Required Lenders) permitted under Section 7.10(d). The initial operating budget for 2017 is attached as Exhibit L hereto. For each succeeding fiscal year (commencing with 2018), the Borrower shall, not later than forty-five (45) days prior to the end of the current fiscal year (commencing in 2017), submit such Operating Budget to Lessor the Administrative Agent for its approval (in consultation with the Independent Engineer); provided that the approval of the Administrative Agent shall be deemed to be given if (A) the Operating Expenses set forth in the Operating Budget do not exceed 20% in the aggregate over the amount budgeted for such Operating Expenses of the Borrower and the Wholly Owned Opcos in the then-current Base Case Model for the Lease Year following applicable year, provided, further, that, even if such 20% threshold is exceeded, the Shortfall Year Administrative Agent’s approval shall also be deemed to be given if the Operating Expenses in respect of Non-Covered Services set forth in the Operating Budget on a per kW DC basis in respect of the Projects owned by the Wholly Owned Opcos are not more than $15 per kW DC in the aggregate over the amount budgeted for such Operating Expense in respect of such Projects owned by the Wholly Owned Opcos in the then-current Base Case Model for the applicable year and (B) such Operating Budget is otherwise consistent with the "M&R CURE YEAR")then-current Base Case Model for the applicable year. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (ii) The Borrower shall, and shall cause each Tax Equity Holdco to, deliver to the Administrative Agent (i) each Operating Budget submitted to the Tax Equity Class A Members in respect of a Tax Equity Opco, at the same time as, and according as delivered to such Tax Equity Class A Member but in no event later than as required under the procedure herein provided for, review and approval of the Annual Budget for such subsequent Lease Year, applicable Limited Liability Company Agreement and (ii) without limiting when available, any amendments to such Operating Budget, together with all notices or correspondence regarding the generality approval of such Operating Budget (if applicable) by the Tax Equity Class A Member; provided that the approval of the foregoing, Administrative Agent (in consultation with the Independent Engineer) shall be required (such approval not to include be unreasonably withheld or delayed but notwithstanding any permitted variances in any operating budgets approved by a Tax Equity Class A Member) if the aggregate Operating Expenses included in such Operating Budget Lessee's good faith reasonable estimate of Gross Budgets collectively exceed 20% in the aggregate over the amount budgeted for Operating Expenses in respect of the Tax Equity Opcos in the then-current Base Case Model for the Hotel for applicable year, provided, further, that, even if such M&R Cure Year20% threshold is exceeded, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal Administrative Agent’s approval shall be deemed to not less than the sum of be given if (A) four the Operating Expenses in respect of Non-Covered Services set forth in the Operating Budget on a per kW DC basis in respect of the Projects owned by the Tax Equity Opcos are not more than $15 per kW DC in the aggregate over the amount budgeted for such Operating Expense in respect of such Projects owned by the Tax Equity Opcos in the then-current Base Case Model for the applicable year and one-half percent (4.5%) of estimated Gross Revenues, plus (B) such Operating Budgets are otherwise consistent with the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R then-current Base Case Model for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion)applicable year.

Operating Budgets. Not The initial Operating Budget for 2019 is attached as Exhibit “C” which has been approved by both Managing Members. No later than the commencement first (1st) day of the last quarter of each Lease Company Year, Lessee the Skechers Managing Member shall have prepared submit a proposed Operating Budget (which shall include capital expenditures which are the landlord’s obligation under the Lease, and submitted to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET"a business plan) for that Lease the next ensuing Company Year prepared in accordance with for approval by the Uniform System HF Managing Member. Proposed amendments to any Approved Operating Budget may be submitted by the Skechers Managing Member to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent HF Managing Member at any time. Such proposed Operating Budget (4.5%or any proposed amendment thereto) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be deemed to be effective until such time as it has been approved by the HF Managing Member. The HF Managing Member shall respond in writing to each such proposed Operating Budget (or any proposed amendment thereto) within thirty (30) days after receipt thereof. In such response, the HF Managing Member shall specify in detail its disapproval of any item or items therein or its disapproval of the whole, and any proposed modifications requested by the HF Managing Member or recommended changes therein. Within fifteen (15) days after receipt by Skechers of the HF Managing Member’s disapproval of any proposed Operating Budget (or any proposed amendment thereto), the Skechers Managing Member may re-submit to the HF Managing Member a revised Operating Budget (or amendment) for its approval. The HF Managing Member shall not unreasonably withheldwithhold or delay approval of any Operating Budget or amendment (with the issue of reasonableness being determined by expedited arbitration under Article 15). In the event that any Company Year shall commence without an Operating Budget approved by both the amount actually incurred by Lessee for M&R Expense for Skechers Managing Member and the Hotel for any Lease Year (HF Managing Member pursuant to the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions terms of this Section 4.2Section, Lessee the Managing Members shall be obligated (i) entitled to prepare and submit to Lessor make expenditures for its approval items specified in the Operating Budget for the Lease most recent Company Year following which has been approved by both Managing Members, and for the Shortfall actual amount of the utility cost, property taxes, insurance premiums or special assessments incurred by the Company or any Subsidiary in the current Company Year and any other non-discretionary items (including Debt service and stated increases in Company obligations or Subsidiary obligations under contracts for the "M&R CURE YEAR"year), at and for any expenditures on the same time asProject which, and according in the Managing Members’ reasonable good faith judgment, is necessary to prevent imminent damage to the procedure herein provided for, review and approval Project and/or injury to Persons. The Operating Budget shall not include the budget for development of the Annual Budget for such subsequent Lease Year, Project (although the Members acknowledge that a development budget has been approved and (ii) without limiting the generality of the foregoing, to include in such Operating Budget Lessee's good faith reasonable estimate of Gross Operating Expenses for the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and copy is attached as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal exhibit to the Minimum M&R for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretionDevelopment Management Agreement).

Operating Budgets. Not later than the commencement of each Lease Year, Lessee shall have prepared and submitted to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) The Borrower shall prepare, or cause to prepare be prepared, for each fiscal year of the Borrower and each of its Opcos an operating and capital expense budget setting forth the anticipated revenues, and Operating Expenses (including expenses for Non- Routine Services and Non-Agreed System Services) of each Relevant Party for such fiscal year. The Operating Budget for 2023 (taking into account the Tredegar Solar Acquisition) is attached as Exhibit I hereto. For each succeeding fiscal year (commencing with 2024), the Borrower shall, not later than thirty (30) days prior to beginning of such fiscal year, submit a proposed Operating Budget to Lessor the Administrative Agent for its approval (acting on the Operating Budget for instructions of the Lease Year following Required Lenders); provided that the Shortfall Year (the "M&R CURE YEAR"), at the same time as, and according to the procedure herein provided for, review and approval of the Annual Administrative Agent shall be deemed to be given if (A) the Operating Expenses set forth in the proposed Operating Budget do not exceed 10% in the aggregate over the amount budgeted for such subsequent Lease YearOperating Expenses of the Borrower and its Opcos in the then-current Base Case Model for the applicable year and (B) such proposed Operating Budget is otherwise consistent with the then-current Base Case Model for the applicable year. (ii) The Borrower shall, and shall cause Fund IV Holdco to, deliver to the Administrative Agent (i) each operating budget submitted to and approved by the Tax Equity Members in respect of its Tax Equity Opco, as required under the applicable Limited Liability Company Agreement and (ii) without limiting when available, any amendments to such operating budget, together with all notices or correspondence regarding the generality approval of such operating budget (if applicable) by the relevant Tax Equity Member; provided that the approval of the foregoing, Administrative Agent shall be deemed to include be given if the Non-Routine Services and Non-Agreed System Services included in such Operating Budget Lessee's good faith reasonable estimate operating budgets do not collectively exceed the greater of Gross (x) 10% in the aggregate over the amount budgeted for Operating Expenses in respect of the Tax Equity Opco in the then-current Base Case Model for the Hotel for such M&R Cure Year, itemized on schedules on a monthly applicable year and quarterly basis, in accordance with the Uniform System (y) $50,000 and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) such operating budgets are otherwise consistent with the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R then-current Base Case Model for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion)applicable year.

Operating Budgets. Not (i) The Borrower shall prepare, or cause to be prepared, for each fiscal year of the Borrower and each Fund an operating and capital expense budget setting forth the anticipated revenues, and Operating Expenses (including expenses for Non-Covered Services) of each Relevant Party for such fiscal year, provided that the Borrower shall update such budget prior to any Permitted Fund Disposition. The initial Operating Budget for 2016 is attached as Exhibit K hereto. For each succeeding fiscal year (commencing with 2017), the Borrower shall, not later than forty-five (45) days prior to beginning of such fiscal year, submit a proposed Operating Budget to the commencement Administrative Agent for its approval (acting on the instructions of each Lease Year, Lessee the Required Lenders); provided that the approval of the Administrative Agent shall have prepared be deemed to be given if (A) the Operating Expenses set forth in the proposed Operating Budget do not exceed 20% in the aggregate over the amount budgeted for such Operating Expenses of the Borrower and submitted to Lessor an operating budget the Funds in form reasonably acceptable to Lessor the then-current Base Case Model for the applicable year and (the "OPERATING BUDGET"B) for that Lease Year prepared in accordance such proposed Operating Budget is otherwise consistent with the Uniform System then-current [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Base Case Model for the applicable year; provided, that such Operating Expenses may exceed 20% in the aggregate over the amount budgeted for Operating Expenses to the extent applicable Sponsor, in its sole discretion, makes a capital contribution for such excess amount. (ii) The Borrower shall, and that includesshall cause each Guarantor to, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) deliver to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated Administrative Agent (i) each operating budget submitted to prepare and submit to Lessor for its approval the Operating Budget for the Lease Year following the Shortfall Year (the "M&R CURE YEAR")Tax Equity Members in respect of a Tax Equity Fund, at the same time as, and according as delivered to such Tax Equity Member but in no event later than as required under the procedure herein provided for, review and approval of the Annual Budget for such subsequent Lease Year, applicable Limited Liability Company Agreement and (ii) without limiting when available, any amendments to such operating budget, together with all notices or correspondence regarding the generality approval of such operating budget (if applicable) by the Tax Equity Member; provided that the approval of the foregoing, Administrative Agent (acting on the instructions of the Required Lenders) shall be deemed to include in such Operating Budget Lessee's good faith reasonable estimate of Gross Operating Expenses for the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of be given if (A) four the Non-Covered Services included in such operating budgets do not collectively exceed 20% in the aggregate over the amount budgeted for Operating Expenses in respect of the Tax Equity Funds in the then-current Base Case Model for the applicable year and one-half percent (4.5%) of estimated Gross Revenues, plus (B) such operating budgets are otherwise consistent with the then-current Base Case Model for the applicable year; provided, that such Non-Covered Services may exceed 20% in the aggregate over the amount by which Lessee failed to incur Hotel M&R Expense at least equal budgeted for Operating Expenses to the Minimum M&R for the M&R Shortfall Year, together with the assumptionsextent Sponsor, in narrative formits sole discretion, forming the basis of makes a capital contribution for such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion)excess amount.

Operating Budgets. (i) Not later than thirty (30) days before the commencement first Commercial Operation Date for any Plant, adopt an operating plan and a budget with respect to each Plant and an aggregate operating plan and budget for the Project setting forth in Note and Equity Purchase Agreement 64 reasonable detail the projected requirements for Operation and Maintenance Expenses and Maintenance Capital Expenses for the period from such date to the conclusion of the then-current calendar year and provide a copy of such operating plan and budget at such time to the Agent. No less than sixty (60) days in advance of the beginning of each Lease Yearcalendar year thereafter, Lessee the Company shall have prepared and submitted cause the Loan Parties to Lessor similarly adopt an operating plan and a budget setting forth in form reasonably acceptable reasonable detail the projected requirements for Operation and Maintenance Expenses and Maintenance Capital Expenses for the ensuing calendar year for each Plant that has achieved its Commercial Operation Date and an aggregate operating plan and budget for the Project and provide a copy of each such operating plan and budget at such time to Lessor the Agent. (the "OPERATING BUDGET"Each such operating plan and budget is herein called an “Operating Budget”.) for that Lease Year Each Operating Budget shall be prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required a form approved by the terms Owner’s Engineer and shall become effective upon approval of the Agent (acting in consultation with the Consultants, so long as such Consultant was engaged by Agent or Company). If the Loan Parties shall not have adopted an annual Operating Budget for each Plant and for the Project before the beginning of any Franchise Agreement, Lessee calendar year or any Operating Budget adopted by the Loan Parties shall not make have been accepted by the Agent before the beginning of any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for upcoming calendar year 1998 without the prior written consent of Lessoryear, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) to prepare and submit to Lessor for its approval the Operating Budget for such Plant for the Lease Year following preceding calendar year shall, until the Shortfall Year (adoption of an annual Operating Budget, as the "M&R CURE YEAR")case may be, at by the same time asLoan Parties and acceptance of such Operating Budget by the Agent, be deemed to be in force and according to effective as the procedure herein provided for, review and approval of the Annual annual Operating Budget for such subsequent Lease YearPlant or the Project, as the case may be, for such upcoming calendar year; provided that if the initial Operating Budget for any Plant or the Project is not approved by the Agent, the Company shall cause the Loan Parties to use a budget that is consistent with the Financial Model as of the date hereof (or any updated Financial Model that has been approved by the Agent) until an initial Operating Budget is approved, and the Company shall cause the Loan Parties to work diligently to prepare an initial Operating Budget that is acceptable to the Agent. (ii) without limiting Each Operating Budget delivered to the generality Agent pursuant to this Section 7.1(e) shall be accompanied by a memorandum detailing all material assumptions used in the preparation of the foregoingsuch Operating Budget, to include in shall contain a line item for each Operating Budget Category, shall specify for each month and for each such Operating Budget Lessee's good faith reasonable estimate of Gross Operating Expenses for Category the Hotel amount budgeted for such M&R Cure Yearcategory for such month, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System shall clearly distinguish Operation and as approved by Lessor Maintenance Expenses and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion)Maintenance Capital Expenses.

Operating Budgets. Not later than the commencement of each Lease Year, Lessee shall have prepared and submitted to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) The Borrower shall prepare, or cause to prepare be prepared, for each fiscal year of the Borrower and each Wholly Owned Opco an operating and capital expense budget setting forth the anticipated revenues and Operating Expenses (including expenses for Non-Covered Services) of each such Relevant Party for such fiscal year; provided that the Borrower shall update such budget prior to any Permitted Fund Disposition and any acquisition or formation of any Partnership Flip Fund, Inverted Lease Fund, tax equity fund (that is not a Partnership Flip Fund or an Inverted Lease Fund), or a Wholly Owned Holdco or a Wholly Owned Opco permitted under Section 2.05. The initial operating budget for 2016 is attached as Exhibit L hereto. For each succeeding fiscal year (commencing with 2017), the Borrower shall, not later than forty-five (45) days prior to the end of the current fiscal year (commencing in 2016), submit such Operating Budget to Lessor the Administrative Agent for its approval (in consultation with the Independent Engineer); provided that the approval of the Administrative Agent shall be deemed to be given if (A) the Operating Expenses set forth in the Operating Budget do not exceed 20% in the aggregate over the amount budgeted for such Operating Expenses of the Borrower and the Wholly Owned Opcos in the then-current Base Case Model for the Lease Year following applicable year, provided, further, that, even if such 20% threshold is exceeded, the Shortfall Year Administrative Agent’s approval shall also [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. be deemed to be given if the Operating Expenses in respect of Non-Covered Services set forth in the Operating Budget on a per kW DC basis in respect of the Projects owned by the Wholly Owned Opcos are not more than $15 per kW DC in the aggregate over the amount budgeted for such Operating Expense in respect of such Projects owned by the Wholly Owned Opcos in the then-current Base Case Model for the applicable year and (B) such Operating Budget is otherwise consistent with the "M&R CURE YEAR")then-current Base Case Model for the applicable year. (ii) The Borrower shall, and shall cause each Tax Equity Holdco to, deliver to the Administrative Agent (i) each Operating Budget submitted to the Tax Equity Class A Members in respect of a Tax Equity Opco, at the same time as, and according as delivered to such Tax Equity Class A Member but in no event later than as required under the procedure herein provided for, review and approval of the Annual Budget for such subsequent Lease Year, applicable Limited Liability Company Agreement and (ii) without limiting when available, any amendments to such Operating Budget, together with all notices or correspondence regarding the generality approval of such Operating Budget (if applicable) by the Tax Equity Class A Member; provided that the approval of the foregoing, Administrative Agent (in consultation with the Independent Engineer) shall be required (such approval not to include be unreasonably withheld or delayed but notwithstanding any permitted variances in any operating budgets approved by a Tax Equity Class A Member) if the aggregate Operating Expenses included in such Operating Budget Lessee's good faith reasonable estimate of Gross Budgets collectively exceed 20% in the aggregate over the amount budgeted for Operating Expenses in respect of the Tax Equity Opcos in the then-current Base Case Model for the Hotel for applicable year, provided, further, that, even if such M&R Cure Year20% threshold is exceeded, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal Administrative Agent’s approval shall also be deemed to not less than the sum of be given if (A) four the Operating Expenses in respect of Non-Covered Services set forth in the Operating Budget on a per kW DC basis in respect of the Projects owned by the Tax Equity Opcos are not more than $15 per kW DC in the aggregate over the amount budgeted for such Operating Expense in respect of such Projects owned by the Tax Equity Opcos in the then-current Base Case Model for the applicable year and one-half percent (4.5%) of estimated Gross Revenues, plus (B) such Operating Budgets are otherwise consistent with the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R then-current Base Case Model for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion)applicable year.

Operating Budgets. Not later than the commencement of each Lease Year, Lessee shall have prepared and submitted to Lessor an the operating budget in substantially the form reasonably acceptable to Lessor attached hereto as Exhibit "F" (the "OPERATING BUDGETOperating Budget") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSEExpense") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEARShortfall Year") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM Minimum M&R"), notwithstanding the foregoing provisions of this Section 4.218.2, Lessee shall be obligated (i) to prepare and submit to Lessor for its approval the Operating Budget for the Lease Year following the Shortfall Year (the "M&R CURE YEARCure Year"), at the same time as, and according to the procedure herein provided for, review and approval of the Annual Budget for such subsequent Lease Year, and (ii) without limiting the generality of the foregoing, to include in such Operating Budget Lessee's good faith reasonable estimate of Gross Operating Expenses for the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion).the

Operating Budgets. Not later than ninety (90) days after the commencement execution of this Agreement, and thereafter not later than November 30th of each Lease Yearyear, Lessee the Manager shall have prepared and submitted to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System deliver to the extent applicable Members a detailed business plan and budget for the Company’s next succeeding fiscal year for all matters including development and leasing of Real Property. Such business plan and budget shall contain such information and detail as the Members may reasonably request. The Members will review the business plan and budget so submitted, and subject to required revisions, approve by the Required Percentage a business plan and budget no later than December 31 of each year; each business plan and budget so approved is herein referred to as an “Operating Budget”. Each Operating Budget shall contain projected revenues and expenses for the year in question for the activities of the Company and such other matters as the Members may deem appropriate. If an Operating Budget is not approved by the date set forth above, then: (a) any items or portions thereof that includes, without limitationhave been approved shall become operative immediately; and (b) the Manager may expend in respect of non-capital recurring expenses in any quarter of the then current calendar year, an amount equal to not less than four and one-half percent (4.5%) the budgeted amount for the corresponding quarter of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by immediately preceding calendar year, as set forth on the terms last approved Operating Budget; however, if any contract approved as a part of any Franchise Agreementprior approved Operating Budget provides for automatic increases in costs thereunder after the beginning of the then current calendar year, Lessee then the Manager may expend the amount of that increase, and further provided the Manager may expend any amounts necessary to pay non-controllable expenses such as real estate taxes, insurance and utilities and amounts necessary so that the Company shall not make be in default under any changes provisions under the documents evidencing the Loan. Manager shall not have the right to expend funds in excess of the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Operating Budget for calendar year 1998 (including contingency line items) without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) to prepare and submit to Lessor for its approval the Operating Budget for the Lease Year following the Shortfall Year (the "M&R CURE YEAR"), at the same time as, and according to the procedure herein provided for, review and approval of the Annual Budget for such subsequent Lease Year, and (ii) without limiting the generality of the foregoing, to include in such Operating Budget Lessee's good faith reasonable estimate of Gross Operating Expenses for the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion)SRT.

Operating Budgets. Not later (a) The Borrower shall, not less than thirty (30) days prior to the commencement Financial Completion Date, deliver to the Facility Agent an initial operating budget in respect of the Project for the period from the Financial Completion Date to the fifth anniversary of the Financial Completion Date (the “Initial Operating Budget”). (b) Within sixty (60) days after the start of each Lease Yearsubsequent Financial Year of the Borrower commencing after the Financial Completion Date, Lessee the Borrower shall have prepared deliver to the Facility Agent an annual operating budget in respect of the Project for that Financial Year (the “Annual Operating Budget”). (c) Each Operating Budget shall comprise an operating plan and submitted to Lessor an operating budget in respect of the Project for the relevant period in a form reasonably acceptable to Lessor consistent with that of the Initial Operating Budget setting out, on an annual basis, the projections of the Borrower (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%good faith) of estimated Gross Revenues allocated for estimated cost the Operating Costs to be incurred during the relevant Financial Year together with all technical and operational assumptions relating thereto. ("M&R EXPENSE"d) If an Annual Operating Budget or the Mine Plan as revised deviates from the Initial Operating Budget or the Initial Mine Plan (as applicable) in a manner that would have a Material Adverse Effect, the Facility Agent shall have the right, within sixty (60) days following receipt by it of maintenance and repairs (other than Capital Improvements) such Annual Operating Budget or revised Mine Plan, as the case may be, to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) request for good faith negotiations with the Borrower with a view to prepare and submit to Lessor for its approval the agreeing such Annual Operating Budget for the Lease Year following the Shortfall Year (the "M&R CURE YEAR"), at the same time as, and according to the procedure herein provided for, review and approval of the Annual Budget for such subsequent Lease Year, and or revised Mine Plan and/or (ii) without limiting request for the generality ITC to determine the reasonableness of the foregoing, to include in content of such Annual Operating Budget Lessee's good faith reasonable estimate or revised Mine Plan, as the case may be. (e) If the Facility Agent and the Borrower are unable to agree such Annual Operating Budget or revised Mine Plan, as the case may be, as described in paragraph (d)(i) above, within ten (10) Business Days from the date of Gross commencement of such negotiations, then the dispute shall be determined by an independent expert of appropriate qualifications and experience appointed by the Facility Agent and the Borrower to act as an expert and any determination by such expert in respect of the disputed Annual Operating Expenses for Budget or revised Mine Plan, as the Hotel for such M&R Cure Yearcase may be, itemized on schedules on a monthly and quarterly basisshall, in accordance with the Uniform System absence of manifest error, be conclusive and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than binding on the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion)parties.