Common use of Operating Budgets Clause in Contracts

Operating Budgets. Manager has submitted to Owner, for Owner's approval, a proposed operating budget for the ensuing full or partial fiscal year, as the case may be ("Operating Budget"). Hereafter, Manager shall, not less than forty-five (45) days prior to the commencement of each full fiscal year, submit to Owner, for Owner's approval, a proposed Operating Budget for the ensuing full or partial fiscal year, as the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (15) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effective, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual line items. If the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984-1986=100) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,

Operating Budgets. Manager has submitted to Owner, for Owner's ----------------- approval, a proposed operating budget for the ensuing full or partial fiscal year, as the case may be year ("Operating Budget"). Hereafter, Manager shall, not less than forty-five (45) days prior to the commencement of each full fiscal year, submit to Owner, for Owner's approval, a proposed Operating Budget for the ensuing full or partial fiscal year, as the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (15) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effective, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual line items. If the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984-1986=100) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,.

Operating Budgets. Manager has submitted to Owner, for Owner's approval, a proposed operating budget for the ensuing full or partial fiscal year, as the case may be ("The Partnership shall operate under an annual Operating Budget"). Hereafter, Manager shall, not less than forty-five (45) days prior draft of which shall be prepared and submitted by the General Partner to the commencement 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 each full fiscal year, 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 Owner, the Limited Partner for Owner's approval, approval a proposed Operating Budget for the ensuing full or partial fiscal yearperiod beginning with the anticipated acquisition date of the Project and ending on December 31, as the case may be2003. Each 3 If an 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 operate the Project; however, no expenditures shall be accompanied bymade for capital items, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall include, without limitation, an analysis to Affiliates of the market area in which the Hotel competes, a comparison Developer Partner (other than payment of the Hotel and its business Management Fee in accordance with competitive hotelsthe Property Management Agreement), an analysis or in excess of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's $10,000 without the approval of the Operating Budget Limited Partner. Thereafter, the General Partner shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner deliver to Manager within fifteen (15) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effective, any notice which disapproves Limited Partner for approval a proposed Operating Budget must contain specific objections in reasonable detail to individual line items. If the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to for each calendar year by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement November 1 of the applicable fiscal preceding calendar year, . Provided that the undisputed portions of Limited Partner receives the proposed Operating Budget for each calendar year by November 1 of the preceding calendar year, together with all supporting information necessary for the Limited Partner to review the Operating Budget, the Limited Partner will approve, reject, or provide changes to the Operating Budget by December 15 of the year in which the proposed Operating Budget was submitted to the Limited Partner. If an Operating Budget for any calendar year has not been approved by January 1 of that year, the Partnership shall be deemed continue to be adopted and approved and the corresponding line item contained in operate under the Operating Budget for the preceding fiscal previous year shall with such adjustments as may be adjusted as necessary to reflect deletion of non-recurring expense items set forth herein on the previous Operating Budget and shall be substituted in lieu increased insurance costs, taxes, utility costs, and debt service payments; however, no payments or reimbursements to the Developer Partner or any of its Affiliates (other than payment of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984-1986=100) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained management fee in accordance with the preceding sentence previous Operating Budget and reimbursements to the Property General Partner for out-of-pocket expenses incurred in connection with the Project and in accordance with the previous Operating Budget) nor capital expenditures (other than deposits into the Capital Reserve) shall be deemed to 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 effect until such time as Manager and Owner have resolved writing. Notwithstanding anything to the items objected contrary set forth in Section 4.1(d), although the General Partner shall be required to by Owner. Manager shall revise the submit an annual Operating Budget from time to timethe Limited Partner, as necessary, the General Partner shall only be required to reflect any unpredicted significant changes, variables obtain the Limited Partner's consent to or events or to include significant, additional, unanticipated items approval of income or expense. Any such revision shall be submitted to Owner for approval,Operating Budget if required under the definition of "Operating Budget".

Operating Budgets. Manager (i) The Borrowers shall, not later than thirty (30) days before the 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 calendar year with respect to each Plant that has submitted to Ownerachieved its Commercial Operation Date, the Borrowers shall similarly adopt an operating plan and a budget setting forth in reasonable detail the projected requirements for Owner's approval, a proposed 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 ensuing full or partial fiscal year, as Project and provide a copy of each such operating plan and budget at such time to the case may be Administrative Agent. (Each such operating plan and budget is herein called an "Operating Budget"). Hereafter, Manager shall, not less than forty-five . (45iii) days prior to the commencement of each full fiscal year, submit to Owner, for Owner's approval, a proposed Operating Budget for the ensuing full or partial fiscal year, as the case may be. Each 3 Operating Budget shall include the same items and detail as provided in the Financial Model and be accompanied by, prepared in accordance with a form similar to the Madera Operating Budget delivered on the Closing Date (or a form otherwise approved by the Administrative Agent) and shall include, a business plan which shall describe business objectives and strategies for become effective upon approval of the period covered by Administrative Agent (acting in consultation with the Operating BudgetConsultants if the Administrative Agent reasonably determines that such consultation is necessary or desirable). The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. OwnerAdministrative Agent's approval of the such updated Operating Budget Budgets shall not be unreasonably withheld or delayed. (iv) If the Borrowers have not adopted an annual Operating Budget covering the applicable two-year period for each Plant that has achieved its Commercial Operation Date and shall be deemed given unless a specific written objection thereto is delivered for the Project before the beginning of any calendar year following the Madera Funding or any Operating Budget adopted by Owner to Manager within fifteen (15) days after submission. Owner shall review the Borrowers has not been accepted by the Administrative Agent before the beginning of any upcoming calendar year, the Operating Budget on a line-by-line basis. To be effectivefor each relevant Plant for the preceding calendar year shall, any notice which disapproves a proposed until the adoption of an annual Operating Budget must contain specific objections by the Borrowers and acceptance of such Operating Budget by the Administrative Agent, be deemed to be in reasonable detail to individual line items. If force and effective as the annual Operating Budget for such Plant for such upcoming calendar year; provided that if the initial Operating Budget contains disputed for any Plant is not approved by the Administrative Agent, the Borrowers may use a budget item(sfor 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. (v) If either the actual Operation and Maintenance Expenses or Maintenance Capital Expenses for any Fiscal Quarter is in excess of the applicable Permitted Operating Budget Deviation Levels, the Borrowers may deliver to the Administrative Agent and the Consultants a proposed updated Operating Budget(s), said item(swhich shall be subject to approval by the Administrative Agent. Such proposed updated Operating Budget(s) shall not become effective until approved by the Administrative Agent. (vi) Each Operating Budget delivered to the Administrative Agent pursuant to this Section 7.01(j) shall be deemed adopted until Owner and Manager have resolved accompanied by a memorandum addressing all material deviations from the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984-1986=100) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,Financial Model.

Operating Budgets. Manager has submitted to Owner, for Owner's approval, a proposed operating budget for the ensuing full or partial fiscal year, as the case may be ("Operating Budget"). Hereafter, Manager shall, not less Not later than forty-five (45) days prior to the commencement of each full fiscal yearLease Year, submit Lessee shall have prepared and submitted to Owner, Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for Owner's approval, a proposed Operating Budget for that Lease Year prepared in accordance with the ensuing full or partial fiscal year, as Uniform System to the case may be. Each 3 Operating Budget shall be accompanied by, extent applicable and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall includethat includes, without limitation, an analysis amount equal to not less than four and one-half percent (4.5%) of the market area in which estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel competesduring such Lease Year. Unless required by the terms of any Franchise Agreement, a comparison 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 the Hotel and its business with competitive hotelsLessor, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget which consent shall not be unreasonably withheld 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 deemed given unless a specific written objection thereto is delivered by Owner obligated (i) to Manager within fifteen (15) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effective, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail prepare and submit to individual line items. If the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained in Lessor for its approval the Operating Budget for the preceding fiscal year shall be adjusted as set forth 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 shall be substituted in lieu approval of the disputed items in Annual Budget for such subsequent Lease Year, and (ii) without limiting the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics generality of the United States Department foregoing, to include in such Operating Budget Lessee's good faith reasonable estimate of Labor, U.S. City Average, all items (1984-1986=100) Gross Operating Expenses for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the preceding sentence shall be deemed Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to be not less than the Operating Budget 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 effect until narrative form, forming the basis of such time as Manager and Owner have resolved schedules (unless Lessor agrees to a lesser amount in the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items exercise of income or expense. Any such revision shall be submitted to Owner for approval,its reasonable discretion).

Operating Budgets. Manager The initial Operating Budget for 2010 is attached as Exhibit “D” which has submitted to Owner, for Owner's approval, a proposed operating budget for been approved by both Managing Members. No later than the ensuing full or partial fiscal year, as first (1st) day of the case may be ("Operating Budget"). Hereafter, Manager shall, not less than forty-five (45) days prior to the commencement last quarter of each full fiscal yearCompany Year, the Skechers Managing Member shall submit to Owner, for Owner's approval, a proposed Operating Budget for the ensuing full or partial fiscal year, as the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan (which shall describe business objectives and strategies for include capital expenditures which are the period covered by landlord’s obligation under the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guestsLease, and a description of sales and marketing activities designed business plan) for the next ensuing Company Year for approval by the HF Managing Member. Proposed amendments to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Approved Operating Budget may be submitted by the Skechers Managing Member to the HF Managing Member at any time. Such proposed Operating Budget (or any proposed amendment thereto) shall not be unreasonably withheld 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 shall be deemed given unless a specific written objection thereto is delivered any proposed modifications requested by Owner to Manager within the HF Managing Member or recommended changes therein. Within fifteen (15) days after submission. Owner shall review receipt by the Operating Budget on a line-by-line basis. To be effective, Skechers Member of the HF Managing Member’s disapproval of any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail (or any proposed amendment thereto), the Skechers Managing Member may re-submit to individual line items. If the initial HF Managing Member a revised Operating Budget contains disputed budget item(s(or amendment) for its approval. The HF Managing Member shall not unreasonably withhold 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 Skechers Managing Member and the HF Managing Member pursuant to the terms of this Section, said item(s) the Managing Members shall be deemed adopted until Owner and Manager have resolved the item(s) objected entitled to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained make expenditures for items specified in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein most recent Company Year which has been approved by both Managing Members, and shall be substituted in lieu for the actual amount of the disputed items utility cost, property taxes, insurance premiums or special assessments incurred by the Company or a Subsidiary in the proposed 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 year), and for any expenditures on the Project which, in the Managing Members’ reasonable good faith judgment, is necessary to prevent imminent damage to the Project and/or injury to Persons. The Operating Budget. Those line items which are in dispute Budget shall be determined by increasing not include the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index budget for All Urban Consumers published by the Bureau of Labor Statistics development of the United States Department of Labor, U.S. City Average, all items Project (1984-1986=100) for although the fiscal year prior Members acknowledge that a development budget has been approved and a copy is attached as an exhibit to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,Development Management Agreement).

Operating Budgets. Manager has submitted (i) The Borrower shall prepare, or cause to Ownerbe prepared, for Owner's approvaleach fiscal year of the Borrower and each Wholly Owned Opco an operating and capital expense budget setting forth the anticipated revenues, a proposed 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 ensuing full or partial fiscal year, as the case may be ("Operating Budget"). Hereafter, Manager Borrower shall, not less later than forty-five (45) days prior to the commencement end of each full the current fiscal yearyear (commencing in 2015), submit to Owner, for Owner's approval, a proposed such Operating Budget to the Administrative Agent for its approval (acting on the ensuing full or partial fiscal year, as the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall include, without limitation, an analysis instructions of the market area in which Required Lenders); provided that the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (15) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effective, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual line items. If the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget Administrative Agent shall be deemed to be adopted and approved and given if (A) the corresponding line item contained Operating Expenses set forth in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does do not exceed the Consumer Price Index greater of (x) 20% in the aggregate over the amount budgeted for All Urban Consumers published such Operating Expenses of the Borrower and the Wholly Owned Opcos in the then-current Base Case Model for the applicable year and (y) $125,000 and (B) such Operating Budget is otherwise consistent with the then-current Base Case Model for the applicable year. (ii) The Borrower shall, and shall cause each Holdco to, deliver to the Administrative Agent (i) each Operating Budget submitted to the Tax Equity Members in respect of a Tax Equity Opco, at the same time as delivered to such Tax Equity Member but in no event later than as required under the applicable Limited Liability Company Agreement and (ii) when available, any amendments to such Operating Budget, together with all notices or correspondence regarding the approval of such Operating Budget (if applicable) by the Bureau of Labor Statistics Tax Equity Member; provided that the approval of the United States Department Administrative Agent (acting on the instructions of Labor, U.S. City Average, all items the Required Lenders) shall be required (1984such approval not to 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-1986=100Covered Services included in such Operating Budgets collectively exceed the greater of (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 fiscal applicable year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting and (y) $500,000 and (B) such Operating Budget obtained in accordance Budgets are otherwise consistent with the preceding sentence shall be deemed to be then-current Base Case Model for the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,applicable year.

Operating Budgets. Not later than ninety (90) days after the execution of this Agreement, and thereafter not later than November 30th of each year, the Manager has submitted shall deliver to Owner, for Owner's approval, the Members a proposed operating detailed business s plan and budget for the ensuing full 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 partial fiscal portions thereof that have 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 the budgeted amount for the corresponding quarter of the immediately preceding calendar year, as set forth on the case may be ("last approved Operating Budget"). Hereafter; however, Manager shall, not less than forty-five (45) days if any contract approved as a part of any prior to approved Operating Budget provides for automatic increases in costs thereunder after the commencement beginning of each full fiscal the then current calendar year, submit to Owner, for Owner's approval, a proposed Operating Budget for then the ensuing full or partial fiscal year, as Manager may expend the case may be. Each 3 Operating Budget shall be accompanied byamount 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 include, a business plan which not be in default under any provisions under the documents evidencing the Loan. Manager shall describe business objectives and strategies for not have the period covered by the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval expend funds in excess of the Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (15) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effective, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual including contingency line items. If ) without the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement written consent of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984-1986=100) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,SRT.

Operating Budgets. Manager has submitted (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 Ownerthis Agreement, the Initial Acquisition Budget prepared for Owner's approvalsuch 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 operating budget for the ensuing full or partial fiscal yearsubsequent Calendar Year for each Acquisition Tranche (each, as the case may be ("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 December 10 of each Calendar Year in which a proposed Operating Budget is prepared and submitted to 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 “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). HereafterIf 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, Manager shallthe Operating Committee will be deemed to have rejected such proposed Operating Budget. (d) If the Operating Committee does not approve, not less than forty-five (45) days prior or is deemed to the commencement of each full fiscal year, submit to Owner, for Owner's approvalhave rejected, a proposed Operating Budget for the ensuing full or partial fiscal yearan Acquisition Tranche, as the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered by then the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (15) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effective, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual line items. If the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget Committee shall be deemed to be adopted and have approved and the corresponding line item contained in the an Operating Budget for such Acquisition Tranche for the applicable upcoming Calendar Year in 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 fiscal year shall be adjusted as set forth herein and shall be substituted Calendar Year (each such deemed approved Operating Budget, a “Default Operating Budget”), excluding, in lieu of the disputed each case, any extraordinary and/or non-recurring items included in the proposed applicable Approved Operating Budget. Those line items which 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 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 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 (A) any Operator appointed by such Party is using its respective commercially reasonable efforts to propose and conduct all Operations in accordance with, and solely to the extent contemplated by, such Approved Operating Budget (other than with 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 extent such 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 dispute excess of those contemplated by the Approved Operating Budget; and (iii) the Operator shall be determined exclusively authorized to propose and conduct any Operations covered by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items such Approved Operating Budget (1984-1986=100or in connection with such Excluded Budget Items or Emergency Costs) for the fiscal year prior account of DGOC and Oaktree (or their respective Affiliates) under the relevant JOA; provided, that to the fiscal year 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 such Third Party JOA, but the Operator need not re-propose such operation to the Parties or 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 such Party and each Affiliate of such Party that owns any JV Interests not to, without the prior written consent of Oaktree (which may be withheld in its sole discretion) propose or elect to participate in any Operation with respect to which any JV Interests that is not contemplated by the adjustment applicable Approved Operating Budget (except for Excluded Budget Items or Emergency Costs) with respect to the line item applicable JV Interests, unless such Operation was proposed by a Third Party Operator who is being calculated not an Affiliate of DGOC and was not appointed by Oaktree. (f) If the 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 other Party. (g) For the avoidance of doubt, and notwithstanding anything to the contrary in this Agreement or any successor Associated Agreement, the Operator is expressly authorized to make expenditures and incur liabilities for the joint account of the Parties without prior authorization or replacement index approval from the Oaktree Group when necessary or advisable, as determined by such Operator in good faith, (i) with respect to Excluded Budget Items and (ii) in connection with an the 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 Oaktree of the nature of such Emergency, the measures it (or the Operator) has taken or intends to take in respect of such Emergency, and the estimated Emergency Costs related thereto. The resulting Operating Budget obtained , which shall be borne by the Parties in accordance with their respective Working Interest Shares in the preceding sentence applicable JV Interests, and (B) to the 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 deemed included in the calculation of IRR or, in the case of MOIC, the cumulative net revenues for the applicable Acquisition Tranche. (h) For the avoidance of doubt and notwithstanding anything herein to be the Operating contrary (including Section 5.3), but without limitation of Section 6.2(g), nothing in this Agreement is intended to limit Operator’s right to conduct Operations with respect to Emergencies or Excluded Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,Items.

Operating Budgets. Manager has submitted (i) The Borrower shall prepare, or cause to Ownerbe prepared, for Owner's approvaleach fiscal year of the Borrower and each Fund an operating and capital expense budget setting forth the anticipated revenues, a proposed operating budget and Operating Expenses (including expenses for the ensuing full or partial 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), as the case may be ("Operating Budget"). Hereafter, Manager Borrower shall, not less later than forty-five (45) days prior to the commencement beginning of each full such fiscal year, submit to Owner, for Owner's approval, a proposed Operating Budget to the Administrative Agent for its approval (acting on the ensuing full or partial fiscal year, as the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall include, without limitation, an analysis written instructions of the market area in which Majority Lenders); provided that the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific Administrative Agent (acting on the written objection thereto is delivered by Owner to Manager within fifteen (15) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effective, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual line items. If the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement instructions of the applicable fiscal year, the undisputed portions of the proposed Operating Budget Majority Lenders) shall be deemed to be adopted given (and approved and the corresponding line item contained in shall not be required) if the Operating Budget for the preceding fiscal year shall be adjusted as Expenses set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does Budget do not exceed 20% in the Consumer Price Index aggregate over the amount budgeted for All Urban Consumers published such Operating Expenses of the Borrower and the Funds for the applicable year in the Base Case Model as of the Closing Date; provided, that such Operating Expenses may exceed 20% in the 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 Operating Expenses to the extent Sponsor or a Qualified Purchaser, in its sole discretion, makes a capital contribution for such excess amount. (ii) The Borrower shall, and shall cause each Guarantor to, deliver to the Administrative Agent (A) each operating budget submitted to the Tax Equity Members in respect of a Tax Equity Fund, at the same time as 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, any amendments to such operating budget, together with all notices or correspondence regarding the approval of such operating budget (if applicable) by the Bureau of Labor Statistics Tax Equity Member; provided that the approval of the United States Department Administrative Agent (acting on the written instructions of Labor, U.S. City Average, all items (1984-1986=100the Majority Lenders) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be given if such operating budgets do not collectively exceed 20% in the aggregate over the amount budgeted for Operating Budget Expenses in effect until respect of the Tax Equity Funds for the applicable year in the Base Case Model as of the Closing Date; provided, that such time as Manager and Owner have resolved operating budgets may exceed 20% in the items objected aggregate over the amount budgeted for Operating Expenses to by Owner. Manager shall revise the Operating Budget from time to timeextent Sponsor or a Qualified Purchaser, as necessaryin its sole discretion, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any makes a capital contribution for such revision shall be submitted to Owner for approval,excess amount.

Operating Budgets. Manager has submitted (i) The Borrowers shall, not later than thirty (30) days before the first Commercial Operation Date for any Plant, adopt an operating plan and a budget with respect to Owner, for Owner's approval, a proposed 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 calendar year thereafter, the Borrowers shall similarly adopt an operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses and Maintenance Capital Expenses for the ensuing full or partial fiscal year, as calendar year for each Plant that has achieved its Commercial Operation Date and an aggregate operating plan and budget for the case may be Project and provide a copy of each such operating plan and budget at such time to the Administrative Agent. ("Each such operating plan and budget is herein called an “Operating Budget"”.) Each Operating Budget shall be prepared in accordance with a form approved by the Independent Engineer and shall become effective upon approval of the Required Lenders (acting in consultation with the Consultants). Hereafter, Manager shall, If the Borrowers shall not less than forty-five (45) days prior to the commencement of each full fiscal year, submit to Owner, for Owner's approval, a proposed have adopted an annual Operating Budget for each Plant and for the ensuing full Project before the beginning of any calendar year or partial fiscal any Operating Budget adopted by the Borrowers shall not have been accepted by the Required Lenders before the beginning of any upcoming calendar year, the Operating Budget for such Plant for the preceding calendar year shall, until the adoption of an annual Operating Budget, as the case may be. Each 3 , by the Borrowers and acceptance of such Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall includeRequired Lenders, without limitation, an analysis of be deemed to be in force and effective as the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the annual Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (15) days after submission. Owner shall review for such Plant or the Operating Budget on a line-by-line basis. To be effectiveProject, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual line items. If as the case may be, for such upcoming calendar year; provided that if the initial Operating Budget contains disputed for any Plant or the Project is not approved by the Required Lenders, the Borrowers may use a budget item(s)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, said item(sand the Borrowers shall work diligently to prepare an initial Operating Budget that is acceptable to the Required Lenders. (ii) Each Operating Budget delivered to the Administrative Agent pursuant to this Section 7.01(j) shall be deemed adopted until Owner and Manager have resolved accompanied by a memorandum detailing all material assumptions used in the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafterpreparation of such Operating Budget, if Owner disapproves or raises objections to shall contain a proposed line item for each Operating Budget in Category, shall specify for each month and for each such Operating Budget Category the manner and within the time period provided thereforamount budgeted for such category for such month, and Owner shall clearly distinguish Operation and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted Maintenance Expenses and approved and the corresponding line item contained in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984-1986=100) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,Maintenance Capital Expenses.

Operating Budgets. (1) Prior to the 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 Owner's approvalthe 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 Fiscal Year after the Initial Fiscal Year, Manager shall prepare and submit to 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 ensuing full or partial fiscal yearnext, as upcoming Fiscal Year. Owner will either approve the case may be ("Operating Budget"). Hereafter, Manager shall, not less than forty-five (45) days prior to the commencement of each full fiscal year, submit to Owner, for Owner's approval, a proposed Proposed Annual Operating Budget for the ensuing full or partial fiscal yearprovide its comments to Manager, as the case may be. Each 3 Operating Budget shall be accompanied byin writing, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (15) days after submissionfollowing receipt thereof. Owner shall review the Upon written approval of Owner, each Proposed Annual Operating Budget on shall become the “Annual Operating Budget” for the applicable Fiscal Year. If a line-by-line basis. To be effective, any notice which disapproves a proposed Proposed Annual Operating Budget must contain specific objections in reasonable detail to individual line items. If has not been approved by Owner for any Fiscal Year by January 1st of that Fiscal Year, then the initial Annual Operating Budget contains disputed budget item(sfor the prior Fiscal Year shall be the provisional Annual Operating Budget for the succeeding Fiscal Year (annualized, as necessary, for a partial Fiscal Year), said item(swith the following changes: (i) ad valorem taxes shall be deemed adopted until Owner 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 Manager have resolved the item(s) objected capital expenditures required to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget comply with applicable law shall be included in the manner and within the time period provided therefor, and Owner and Manager are unable budget; (v) capital expenditures pursuant to resolve the disputed or objectionable matters submitted by Owner multi-year capital projects commenced prior to the commencement budget year shall be included; and (vi) all other budget line items shall be increased for increases in the CPI since January 1st of the applicable fiscal year, the undisputed portions of the proposed prior Fiscal Year. A provisional Annual Operating Budget shall be deemed considered to be adopted and approved and the corresponding line item contained in the Annual Operating Budget for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984-1986=100) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect applicable Fiscal Year until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Proposed Annual Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any for such revision shall be submitted to Fiscal Year has been approved by Owner for approval,in writing.

Operating Budgets. Manager has submitted (a) The Borrower shall, not later than 15 days before the Commercial Operations Date is estimated to Owneroccur, for Owner's approval, a proposed adopt an operating budget for (the ensuing full or partial fiscal year, as the case may be ("Operating Budget"). Hereafter) of Debt Service, Manager shallproposed Distributions and Cash Operating Costs, not less including allowances for reserves and contingencies, for the first Operating Year; and no later than forty-five (45) 15 days prior to the commencement beginning of each full fiscal yearOperating Year thereafter, submit to Owner, for Owner's approval, a proposed the Borrower shall similarly adopt an Operating Budget for such Operating Year. Copies of the ensuing full Operating Budget for each Operating Year shall be furnished at least 60 days before final adoption thereof to the Administrative Agent, each Lender and the Independent Engineer. In the event that the aggregate amount of Cash Operating Costs included in the Operating Budget for any Operating Year exceeds by more than 10% the aggregate amount of Cash Operating Costs for such Operating Year specified in the Base Case Projections delivered pursuant to Section 9.1(w) on the Closing Date, then the Operating Budget for such Operating Year shall not be adopted without the approval by the Administrative Agent (if such excess is less than 15%) or partial fiscal yearthe 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 the Majority Institutions have a right to approve such Operating Budget 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 with the Independent Engineer to resolve any disagreements with a view to resolving any such disagreements at least 15 days prior to the Commercial Operations Date. Each 3 Operating Budget shall be accompanied byprepared 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 month. (b) The Borrower shall includefurnish to the Administrative Agent and each Lender, a business plan which shall describe business objectives and strategies for the period covered promptly upon receipt thereof, each annual operating budget 83 delivered by the Operating Budget. The business plan shall include, without limitation, an analysis Greenhouse Operator pursuant to Section 5.4 of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (15) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effective, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual line items. If the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984-1986=100) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,Greenhouse Loan Agreement.

Operating Budgets. Not later than ninety (90) days after the execution of this Agreement, and thereafter not later than November 30th of each year, the Manager has submitted shall deliver to Owner, for Owner's approval, the Members a proposed operating detailed business plan and budget for the ensuing full 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 partial fiscal portions thereof that have 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 the budgeted amount for the corresponding quarter of the immediately preceding calendar year, as set forth on the case may be ("last approved Operating Budget"). Hereafter; however, Manager shall, not less than forty-five (45) days if any contract approved as a part of any prior to approved Operating Budget provides for automatic increases in costs thereunder after the commencement beginning of each full fiscal the then current calendar year, submit to Owner, for Owner's approval, a proposed Operating Budget for then the ensuing full or partial fiscal year, as Manager may expend the case may be. Each 3 Operating Budget shall be accompanied byamount 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 include, a business plan which not be in default under any provisions under the documents evidencing the Loan. Manager shall describe business objectives and strategies for not have the period covered by the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval expend funds in excess of the Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (15) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effective, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual including contingency line items. If ) without the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement written consent of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984-1986=100) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,SRT.

Operating Budgets. Manager has submitted (i) The Borrower shall prepare, or cause to Ownerbe prepared, for Owner's approvaleach 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 proposed 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 ensuing full or partial fiscal year, as the case may be ("Operating Budget"). Hereafter, Manager Borrower shall, not less later than forty-five (45) days prior to the commencement end of each full the current fiscal yearyear (commencing in 2016), submit to Owner, for Owner's approval, a proposed such Operating Budget to the Administrative Agent for its approval (in consultation with the ensuing full or partial fiscal year, as Independent Engineer); provided that the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget shall not be unreasonably withheld and Administrative Agent shall be deemed to be given unless a specific written objection thereto 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 applicable year, provided, further, that, even if such 20% threshold is delivered by Owner exceeded, the Administrative Agent’s approval shall also be deemed to Manager within fifteen (15) days after submission. Owner shall review be given if the Operating Expenses in respect of Non-Covered Services set forth in the Operating Budget on a lineper 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-bycurrent Base Case Model for the applicable year and (B) such Operating Budget is otherwise consistent with the then-line basis. To be effectivecurrent 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 delivered to such Tax Equity Class A Member but in no event later than as required under the applicable Limited Liability Company Agreement and (ii) when available, any notice which disapproves a proposed amendments to such Operating Budget, together with all notices or correspondence regarding the approval of such Operating Budget must contain specific objections (if applicable) by the Tax Equity Class A Member; provided that the approval of the Administrative Agent (in reasonable detail to individual line items. If consultation with the initial Operating Budget contains disputed budget item(s), said item(sIndependent Engineer) shall be deemed adopted until Owner and Manager have resolved required (such approval not to be unreasonably withheld or delayed but notwithstanding any permitted variances in any operating budgets approved by a Tax Equity Class A Member) if the item(s) objected to by Owner or the Accountant(s) (hereinafter defined aggregate Operating Expenses included in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed such Operating Budget Budgets collectively exceed 20% in the manner and within aggregate over the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement amount budgeted for Operating Expenses in respect of the Tax Equity Opcos in the then-current Base Case Model for the applicable fiscal year, provided, further, that, even if such 20% threshold is exceeded, the undisputed portions of the proposed Operating Budget Administrative Agent’s approval shall also be deemed to be adopted and approved and given if (A) the corresponding line item contained 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 filed 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-current Base Case Model for the preceding fiscal applicable year shall be adjusted as set forth herein and shall be substituted in lieu of (B) such Operating Budgets are otherwise consistent with the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984then-1986=100) current Base Case Model for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,applicable year.

Operating Budgets. Manager has submitted (i) The Borrower shall prepare, or cause to Ownerbe prepared, for Owner's approvaleach 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 proposed 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 ensuing full or partial fiscal year, as the case may be ("Operating Budget"). Hereafter, Manager Borrower shall, not less later than forty-five (45) days prior to the commencement end of each full the current fiscal yearyear (commencing in 2016), submit to Owner, for Owner's approval, a proposed such Operating Budget to the Administrative Agent for its approval (in consultation with the ensuing full or partial fiscal year, as Independent Engineer); provided that the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget shall not be unreasonably withheld and Administrative Agent shall be deemed to be given unless a specific written objection thereto 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 applicable year, provided, further, that, even if such 20% threshold is delivered by Owner exceeded, the Administrative Agent’s approval shall also be deemed to Manager within fifteen (15) days after submission. Owner shall review be given if the Operating Expenses in respect of Non-Covered Services set forth in the Operating Budget on a lineper 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-bycurrent Base Case Model for the applicable year and (B) such [***] 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. Operating Budget is otherwise consistent with the then-line basis. To be effectivecurrent 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 delivered to such Tax Equity Class A Member but in no event later than as required under the applicable Limited Liability Company Agreement and (ii) when available, any notice which disapproves a proposed amendments to such Operating Budget, together with all notices or correspondence regarding the approval of such Operating Budget must contain specific objections (if applicable) by the Tax Equity Class A Member; provided that the approval of the Administrative Agent (in reasonable detail to individual line items. If consultation with the initial Operating Budget contains disputed budget item(s), said item(sIndependent Engineer) shall be deemed adopted until Owner and Manager have resolved required (such approval not to be unreasonably withheld or delayed but notwithstanding any permitted variances in any operating budgets approved by a Tax Equity Class A Member) if the item(s) objected to by Owner or the Accountant(s) (hereinafter defined aggregate Operating Expenses included in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed such Operating Budget Budgets collectively exceed 20% in the manner and within aggregate over the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement amount budgeted for Operating Expenses in respect of the Tax Equity Opcos in the then-current Base Case Model for the applicable fiscal year, provided, further, that, even if such 20% threshold is exceeded, the undisputed portions of the proposed Operating Budget Administrative Agent’s approval shall also be deemed to be adopted and approved and given if (A) the corresponding line item contained 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 preceding fiscal applicable year shall be adjusted as set forth herein and shall be substituted in lieu of (B) such Operating Budgets are otherwise consistent with the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984then-1986=100) current Base Case Model for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,applicable year.

Operating Budgets. Manager has submitted The Borrower shall deliver each year to Ownerthe Administrative Agent, with sufficient copies for Owner's approvalthe Lenders, no later than January 31 of each year, a proposed operating budget monthly Operating Budget for the ensuing full or partial that fiscal year, which has been approved by the board of directors of the Borrower. Each such Operating Budget shall: (a) save as the case may be otherwise agreed by the Administrative Agent, be in substantially the form of, and contain the same type of data, projections, forecasts, calculations and other information as, the Initial Model and Budget; ("Operating Budget"). Hereafterb) set out a line item comparison, Manager shall, not less than forty-five (45) days prior to comparing the commencement actual results for the previous twelve month period of each full fiscal year, submit to Owner, for Owner's approval, a proposed the year ending against the Operating Budget for the ensuing full or partial fiscal year, as the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period in respect of such year covered by the Operating Budget. The business plan shall include, without limitation, an analysis of ; and (c) include such other information as the market area in which the Hotel competes, a comparison of the Hotel and its business Administrative Agent may reasonably request with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed respect to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of If the Operating Budget shall is in compliance with the foregoing requirements and the Independent Engineer (and, as applicable, other independent consultant) is not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner required to Manager within fifteen (15) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effective, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail pursuant to individual line items. If the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year9.5, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved accepted by the Administrative Agent and the corresponding line item contained in Lenders upon such delivery to the Administrative Agent. In all other cases, the Operating Budget shall not be considered accepted. If the Operating Budget does not comply with the requirements in subparagraphs (a), (b) and (c) above, the Borrower shall within 20 Business Days after consultation with the Administrative Agent, submit an appropriately revised Operating Budget to the Administrative Agent, with sufficient copies for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items Lenders, which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984-1986=100) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained otherwise in accordance with this Section 9.3. If the preceding sentence shall be deemed Independent Engineer (and, as applicable, other independent consultant) is required to be review the Operating Budget in effect until such time pursuant to Section 9.5, the Borrower shall, following completion of the Independent Engineer’s (and, as Manager and Owner have resolved applicable, other independent consultant’s) review, within 20 Business Days after consultation with the items objected to by Owner. Manager shall revise the Administrative Agent, submit an appropriately revised Operating Budget from time to timethe Administrative Agent, as necessarywith sufficient copies for the Lenders, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,which is otherwise in accordance with this Section 9.3.

Operating Budgets. Manager The initial Operating Budget for 2019 is attached as Exhibit “C” which has submitted to Owner, for Owner's approval, a proposed operating budget for been approved by both Managing Members. No later than the ensuing full or partial fiscal year, as first (1st) day of the case may be ("Operating Budget"). Hereafter, Manager shall, not less than forty-five (45) days prior to the commencement last quarter of each full fiscal yearCompany Year, the Skechers Managing Member shall submit to Owner, for Owner's approval, a proposed Operating Budget for the ensuing full or partial fiscal year, as the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan (which shall describe business objectives and strategies for include capital expenditures which are the period covered by landlord’s obligation under the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guestsLease, and a description of sales and marketing activities designed business plan) for the next ensuing Company Year for approval by the HF Managing Member. Proposed amendments to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Approved Operating Budget may be submitted by the Skechers Managing Member to the HF Managing Member at any time. Such proposed Operating Budget (or any proposed amendment thereto) shall not be unreasonably withheld 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 shall be deemed given unless a specific written objection thereto is delivered any proposed modifications requested by Owner to Manager within the HF Managing Member or recommended changes therein. Within fifteen (15) days after submission. Owner shall review receipt by Skechers of the Operating Budget on a line-by-line basis. To be effective, HF Managing Member’s disapproval of any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail (or any proposed amendment thereto), the Skechers Managing Member may re-submit to individual line items. If the initial HF Managing Member a revised Operating Budget contains disputed budget item(s(or amendment) for its approval. The HF Managing Member shall not unreasonably withhold 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 Skechers Managing Member and the HF Managing Member pursuant to the terms of this Section, said item(s) the Managing Members shall be deemed adopted until Owner and Manager have resolved the item(s) objected entitled to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained make expenditures for items specified in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein most recent Company Year which has been approved by both Managing Members, and shall be substituted in lieu for the actual amount of the disputed items utility cost, property taxes, insurance premiums or special assessments incurred by the Company or any Subsidiary in the proposed 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 year), and for any expenditures on the Project which, in the Managing Members’ reasonable good faith judgment, is necessary to prevent imminent damage to the Project and/or injury to Persons. The Operating Budget. Those line items which are in dispute Budget shall be determined by increasing not include the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index budget for All Urban Consumers published by the Bureau of Labor Statistics development of the United States Department of Labor, U.S. City Average, all items Project (1984-1986=100) for although the fiscal year prior Members acknowledge that a development budget has been approved and a copy is attached as an exhibit to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,Development Management Agreement).

Operating Budgets. Manager has submitted (i) The Borrower shall prepare, or cause to Ownerbe prepared, for Owner's approvaleach fiscal year of the Borrower and each Fund an operating and capital expense budget setting forth the anticipated revenues, a proposed operating budget and Operating Expenses (including expenses for the ensuing full or partial 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 case may be ("Operating Budget"). Hereafter, Manager Borrower shall, not less later than forty-five (45) days prior to the commencement beginning of each full such fiscal year, submit to Owner, for Owner's approval, a proposed Operating Budget to the Administrative Agent for its approval (acting on the ensuing full or partial fiscal year, as the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall include, without limitation, an analysis instructions of the market area in which Required Lenders); provided that the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (15) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effective, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual line items. If the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget Administrative Agent shall be deemed to be adopted and approved and the corresponding line item contained in given if (A) the Operating Budget for the preceding fiscal year shall be adjusted as Expenses set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does Budget do not exceed 20% in the Consumer Price Index aggregate over the amount budgeted for All Urban Consumers published such Operating Expenses of the Borrower and the Funds in the then-current Base Case Model for the applicable year and (B) such proposed Operating Budget is otherwise consistent with the 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 Sponsor, in its sole discretion, makes a capital contribution for such excess amount. (ii) The Borrower shall, and shall cause each Guarantor to, deliver to the Administrative Agent (i) each operating budget submitted to the Tax Equity Members in respect of a Tax Equity Fund, at the same time as delivered to such Tax Equity Member but in no event later than as required under the applicable Limited Liability Company Agreement and (ii) when available, any amendments to such operating budget, together with all notices or correspondence regarding the approval of such operating budget (if applicable) by the Bureau of Labor Statistics Tax Equity Member; provided that the approval of the United States Department Administrative Agent (acting on the instructions of Labor, U.S. City Average, all items (1984-1986=100the Required Lenders) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be given if (A) the Non-Covered Services included in such operating budgets do not collectively exceed 20% in the aggregate over the amount budgeted for Operating Budget Expenses in effect until respect of the Tax Equity Funds in the then-current Base Case Model for the applicable year and (B) such time as Manager and Owner have resolved operating budgets are otherwise consistent with the items objected then-current Base Case Model for the applicable year; provided, that such Non-Covered Services may exceed 20% in the aggregate over the amount budgeted for Operating Expenses to by Owner. Manager shall revise the Operating Budget from time to timeextent Sponsor, as necessaryin its sole discretion, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any makes a capital contribution for such revision shall be submitted to Owner for approval,excess amount.

Operating Budgets. Manager has submitted to Owner, for Owner's approval, a proposed operating budget for the ensuing full or partial fiscal year, as the case may be ("Operating Budget"). Hereafter, Manager shall, not i) No less than forty-five thirty (4530) days prior in advance of the beginning of each Fiscal Year, the Borrower shall provide, to the commencement of each full fiscal year, submit to Owner, for Owner's approvalLender, a proposed Operating Budget for the Portfolio for the ensuing full or partial fiscal year, as Fiscal Year (including any stub period of the case may becurrent Fiscal Year). Each 3 Operating Budget shall be accompanied by, prepared in accordance with a form approved by the Lender (in consultation with the Independent Engineer) and shall include, a business plan which shall describe business objectives and strategies for the period covered become effective upon approval by the Operating Budget. The business plan shall includeLender (acting in consultation with the Independent Engineer), without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (15) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effectivewithheld, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual line itemsconditioned or delayed. If the initial Borrower does not provide an Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved for the item(s) objected to by Owner Portfolio before the beginning of the relevant Fiscal Year or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed any Operating Budget in for the manner and within Portfolio provided by the time period provided thereforBorrower is not accepted by the Lender before the beginning of any upcoming Fiscal Year, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal yearthen, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained in (i) the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in lieu of the disputed (after adjusting any line items in which the proposed Operating Budget. Those line items which relevant expenses are not otherwise fixed by Contract for (A) inflation in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed equal to the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of percentage increase in the United States Department of LaborLabor Consumer Price Index, U.S. City Average, all items All Urban Consumers during the immediately preceding twelve (1984-1986=10012) calendar months, and (B) expenditures for regularly scheduled (or reasonably anticipated) major maintenance of the fiscal year Portfolio that was budgeted to become due, but did not become due during the prior Fiscal Year and that are due or scheduled to become due during the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall ensuing Fiscal Year) be deemed to be in force and effective as the annual Operating Budget in effect for the Portfolio for such upcoming Fiscal Year until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the adoption of an annual Operating Budget from time for the Portfolio by the Borrower and acceptance of such Operating Budget by the Lender. (ii) Each Operating Budget for a System delivered to time, as necessary, the Lender pursuant to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,this Section 7.01(j)

Operating Budgets. Manager has Not later than the commencement of each Lease Year, Lessee shall have prepared and submitted to Owner, for Owner's approval, a proposed Lessor the operating budget for in substantially the ensuing full or partial fiscal year, form attached hereto as Exhibit "F" (the case may be ("Operating Budget"). Hereafter, Manager shall, not less than forty-five (45) days prior for that Lease Year prepared in accordance with the Uniform System to the commencement of each full fiscal year, submit to Owner, for Owner's approval, a proposed Operating Budget for the ensuing full or partial fiscal year, as the case may be. Each 3 Operating Budget shall be accompanied by, extent applicable and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall includethat includes, without limitation, an analysis amount equal to not less than four and one-half percent (4.5%) of the market area in which estimated Gross Revenues allocated for estimated cost ("M&R Expense") of maintenance and repairs (other than Capital Improvements) to the Hotel competesduring such Lease Year. Unless required by the terms of any Franchise Agreement, a comparison 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 the Hotel and its business with competitive hotelsLessor, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget which consent shall not be unreasonably withheld 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 18.2, Lessee shall be deemed given unless a specific written objection thereto is delivered by Owner obligated (i) to Manager within fifteen (15) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effective, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail prepare and submit to individual line items. If the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained in Lessor for its approval the Operating Budget for the preceding fiscal year shall be adjusted as set forth 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 shall be substituted in lieu approval of the disputed items in Annual Budget for such subsequent Lease Year, and (ii) without limiting the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics generality of the United States Department foregoing, to include in such Operating Budget Lessee's good faith reasonable estimate of Labor, U.S. City Average, all items (1984-1986=100) Gross Operating Expenses for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,the

Operating Budgets. Manager has submitted (i) The Borrower shall prepare, or cause to Ownerbe prepared, for Owner's approvaleach fiscal year of the Borrower and each of its Opcos an operating and capital expense budget setting forth the anticipated revenues, a proposed operating budget and Operating Expenses (including expenses for the ensuing full or partial 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), as the case may be ("Operating Budget"). Hereafter, Manager Borrower shall, not less later than forty-five thirty (4530) days prior to the commencement beginning of each full such fiscal year, submit to Owner, for Owner's approval, a proposed Operating Budget to the Administrative Agent for its approval (acting on the ensuing full or partial fiscal year, as the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall include, without limitation, an analysis instructions of the market area in which Required Lenders); provided that the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (15) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effective, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual line items. If the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget Administrative Agent shall be deemed to be adopted and approved and the corresponding line item contained in given if (A) the Operating Budget for the preceding fiscal year shall be adjusted as Expenses set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does Budget do not exceed 10% in the Consumer Price Index aggregate over the amount budgeted for All Urban Consumers published such Operating 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 Bureau Tax Equity Members in respect of Labor Statistics its Tax Equity Opco, as required under the applicable Limited Liability Company Agreement and (ii) when available, any amendments to such operating budget, together with all notices or correspondence regarding the approval of such operating budget (if applicable) by the relevant Tax Equity Member; provided that the approval of the United States Department of Labor, U.S. City Average, all items (1984-1986=100) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence Administrative Agent shall be deemed to be given if the Non-Routine Services and Non-Agreed System Services included in such operating budgets do not collectively exceed the greater of (x) 10% in the aggregate over the amount budgeted for Operating Budget Expenses in effect until respect of the Tax Equity Opco in the then-current Base Case Model for the applicable year and (y) $50,000 and (B) such time as Manager and Owner have resolved operating budgets are otherwise consistent with the items objected to by Owner. Manager shall revise then-current Base Case Model for the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,applicable year.

Operating Budgets. Manager has submitted (i) The Borrower shall prepare, or cause to Ownerbe prepared, for Owner's approvaleach 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 proposed 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 ensuing full or partial fiscal year, as the case may be ("Operating Budget"). Hereafter, Manager Borrower shall, not less later than forty-five (45) days prior to the commencement end of each full the current fiscal yearyear (commencing in 2016), submit to Owner, for Owner's approval, a proposed such Operating Budget to the Administrative Agent for its approval (in consultation with the ensuing full or partial fiscal year, as Independent Engineer); provided that the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget shall not be unreasonably withheld and Administrative Agent shall be deemed to be given unless a specific written objection thereto 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 applicable year, provided, further, that, even if such 20% threshold is delivered by Owner exceeded, the Administrative Agent’s approval shall also be deemed to Manager within fifteen (15) days after submission. Owner shall review be given if the Operating Expenses in respect of Non-Covered Services set forth in the Operating Budget on a lineper 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-bycurrent Base Case Model for the applicable year and (B) such Operating Budget is otherwise consistent with the then-line basis. To be effectivecurrent 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 delivered to such Tax Equity Class A Member but in no event later than as required under the applicable Limited Liability Company Agreement and (ii) when available, any notice which disapproves a proposed amendments to such Operating Budget, together with all notices or correspondence regarding the approval of such Operating Budget must contain specific objections (if applicable) by the Tax Equity Class A Member; provided that the approval of the Administrative Agent (in reasonable detail to individual line items. If consultation with the initial Operating Budget contains disputed budget item(s), said item(sIndependent Engineer) shall be deemed adopted until Owner and Manager have resolved required (such approval not to be unreasonably withheld or delayed but notwithstanding any permitted variances in any operating budgets approved by a Tax Equity Class A Member) if the item(s) objected to by Owner or the Accountant(s) (hereinafter defined aggregate Operating Expenses included in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed such Operating Budget Budgets collectively exceed 20% in the manner and within aggregate over the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement amount budgeted for Operating Expenses in respect of the Tax Equity Opcos in the then-current Base Case Model for the applicable fiscal year, provided, further, that, even if such 20% threshold is exceeded, the undisputed portions of the proposed Operating Budget Administrative Agent’s approval shall also be deemed to be adopted and approved and given if (A) the corresponding line item contained 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 preceding fiscal applicable year shall be adjusted as set forth herein and shall be substituted in lieu of (B) such Operating Budgets are otherwise consistent with the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984then-1986=100) current Base Case Model for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,applicable year.

Operating Budgets. Manager has submitted (i) The Borrower shall prepare, or cause to Ownerbe prepared, for Owner's approvaleach 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 proposed 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 ensuing full or partial fiscal year, as the case may be ("Operating Budget"). Hereafter, Manager Borrower shall, not less later than forty-five (45) days prior to the commencement end of each full the current fiscal yearyear (commencing in 2016), submit to Owner, for Owner's approval, a proposed such Operating Budget to the Administrative Agent for its approval (in consultation with the ensuing full or partial fiscal year, as Independent Engineer); provided that the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget shall not be unreasonably withheld and Administrative Agent shall be deemed to be given unless a specific written objection thereto 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 applicable year, provided, further, that, even if such 20% threshold is delivered by Owner exceeded, the 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 Manager within fifteen (15) days after submission. Owner shall review be given if the Operating Expenses in respect of Non-Covered Services set forth in the Operating Budget on a lineper 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-bycurrent Base Case Model for the applicable year and (B) such Operating Budget is otherwise consistent with the then-line basis. To be effectivecurrent 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 delivered to such Tax Equity Class A Member but in no event later than as required under the applicable Limited Liability Company Agreement and (ii) when available, any notice which disapproves a proposed amendments to such Operating Budget, together with all notices or correspondence regarding the approval of such Operating Budget must contain specific objections (if applicable) by the Tax Equity Class A Member; provided that the approval of the Administrative Agent (in reasonable detail to individual line items. If consultation with the initial Operating Budget contains disputed budget item(s), said item(sIndependent Engineer) shall be deemed adopted until Owner and Manager have resolved required (such approval not to be unreasonably withheld or delayed but notwithstanding any permitted variances in any operating budgets approved by a Tax Equity Class A Member) if the item(s) objected to by Owner or the Accountant(s) (hereinafter defined aggregate Operating Expenses included in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed such Operating Budget Budgets collectively exceed 20% in the manner and within aggregate over the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement amount budgeted for Operating Expenses in respect of the Tax Equity Opcos in the then-current Base Case Model for the applicable fiscal year, provided, further, that, even if such 20% threshold is exceeded, the undisputed portions of the proposed Operating Budget Administrative Agent’s approval shall also be deemed to be adopted and approved and given if (A) the corresponding line item contained 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 preceding fiscal applicable year shall be adjusted as set forth herein and shall be substituted in lieu of (B) such Operating Budgets are otherwise consistent with the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984then-1986=100) current Base Case Model for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,applicable year.

Operating Budgets. Manager has submitted The Management Committee shall cause the Project Operator to Owner(i) prepare and submit to 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 Owner's approvalany 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 first and any subsequent Fiscal Year, established as provided herein. Following the approval of the initial Operating Budget, the Management Committee shall cause the Project Operator, to the extent practicable, to distribute to each Participant, a draft of the proposed operating budget for the ensuing full or partial fiscal year, as the case may be ("Operating Budget"). Hereafter, Manager shall, not less than 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 the Management Committee within thirty (30) days after receipt of the proposed Operating Budget, the Management Committee shall reasonably consider such comments in 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 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 commencement end of each full fiscal year, submit to Owner, for Owner's approval, Fiscal Year. The approval of a proposed Operating Budget for shall require a Majority Vote. A Management Committee approved Operating Budget may be amended from time to time during the ensuing full or partial fiscal year, as applicable year by a Majority Vote in accordance with the case may beprovisions of this Agreement. Each 3 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 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 byby a Project operating plan setting forth a forecast of personnel to operate and maintain the Project and a periodic inspection, Maintenance and shall include, a business plan which shall describe business objectives repair schedule and strategies for the period covered by other underlying assumptions and implementation plans in connection with the Operating Budget. The business plan Management Committee shall include, without limitation, an analysis direct a copy of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the approved Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (15) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effective, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual line items. If the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published provided by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items Project Operator to each Participant within five (1984-1986=1005) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for Business Days after its approval,.

Operating Budgets. Manager has submitted (a) The Borrower shall, not later than 15 days before the Commercial Operations Date is estimated to Owneroccur, for Owner's approval, a proposed adopt an operating budget for (the ensuing full or partial fiscal year, as the case may be ("Operating Budget"). Hereafter) of Debt Service, Manager shallproposed Distributions and Cash Operating Costs, not less including allowances for reserves and contingencies, for the first Operating Year; and no later than forty-five (45) 15 days prior to the commencement beginning of each full fiscal yearOperating Year thereafter, submit to Owner, for Owner's approval, a proposed the Borrower shall similarly adopt an Operating Budget for such Operating Year. Copies of the ensuing full Operating Budget for each Operating Year shall be furnished at least 60 days before final adoption thereof to the Administrative Agent, each Lender and the Independent Engineer. In the event that the aggregate amount of Cash Operating Costs included in the Operating Budget for any Operating Year exceeds by more than 10% the aggregate amount of Cash Operating Costs for such Operating Year specified in the Base Case Projections delivered pursuant to Section 9.1(w) on the Closing Date, then the Operating Budget for such Operating Year shall not be adopted without the approval by the Administrative Agent (if such excess is less than 15%) or partial fiscal yearthe 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 the Majority Institutions have a right to approve such Operating Budget 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 with the Independent Engineer to resolve any disagreements with a view to resolving any such disagreements at least 15 days prior to the Commercial Operations Date. Each 3 Operating Budget shall be accompanied byprepared 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 month. (b) The Borrower shall includefurnish to the Administrative Agent and each Lender, a business plan which shall describe business objectives and strategies for the period covered promptly upon receipt thereof, each annual operating budget delivered by the Operating Budget. The business plan shall include, without limitation, an analysis Greenhouse Operator pursuant to Section 5.4 of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (15) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effective, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual line items. If the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984-1986=100) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,Greenhouse Loan Agreement.

Operating Budgets. Manager has submitted to Owner, for Owner's approval, a proposed operating budget for the ensuing full or partial fiscal year, as the case may be ("Operating Budget"). Hereafter, Manager shall, not i) No less than forty-five (45) [***] days prior in advance of the beginning of each Fiscal Year, the Borrower shall provide, to the commencement of each full fiscal year, submit to Owner, for Owner's approvalLender, a proposed Operating Budget for the Portfolio for the ensuing full or partial fiscal year, as Fiscal Year (including any stub period of the case may becurrent Fiscal Year). Each 3 Operating Budget shall be accompanied by, prepared in accordance with a form approved by the Lender (in consultation with the Independent Engineer) and shall include, a business plan which shall describe business objectives and strategies for the period covered become effective upon approval by the Operating Budget. The business plan shall includeLender (acting in consultation with the Independent Engineer), without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (15) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effectivewithheld, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual line itemsconditioned or delayed. If the initial Borrower does not provide an Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved for the item(s) objected to by Owner Portfolio before the beginning of the relevant Fiscal Year or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed any Operating Budget in for the manner and within Portfolio provided by the time period provided thereforBorrower is not accepted by the Lender before the beginning of any upcoming Fiscal Year, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal yearthen, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained in (i) the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in lieu of the disputed (after adjusting any line items in which the proposed Operating Budget. Those line items which relevant expenses are not otherwise fixed by Contract for (A) inflation in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed equal to the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of percentage increase in the United States Department of LaborLabor Consumer Price Index, U.S. City Average, all items All Urban Consumers during the immediately preceding twelve (1984-1986=10012) calendar months, and (B) expenditures for regularly scheduled (or reasonably anticipated) major maintenance of the fiscal year Portfolio that was budgeted to become due, but did not become due during the prior Fiscal Year and that are due or scheduled to become due during the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall ensuing Fiscal Year) be deemed to be in force and effective as the annual Operating Budget in effect for the Portfolio for such upcoming Fiscal Year until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the adoption of an annual Operating Budget from time for the Portfolio by the Borrower and acceptance of such Operating Budget by the Lender. (ii) Each Operating Budget for a System delivered to time, as necessary, the Lender pursuant to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,this Section 7.01(j)

Operating Budgets. Manager has submitted (i) The Borrower shall prepare, or cause to Ownerbe prepared, for Owner's approval, 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 proposed 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 ensuing full or partial fiscal year, as the case may be ("Operating Budget"). Hereafter, Manager Borrower shall, not less later than forty-five (45) days prior to the commencement end of each full the current fiscal yearyear (commencing in 2017), submit to Owner, for Owner's approval, a proposed such Operating Budget to the Administrative Agent for its approval (in consultation with the ensuing full or partial fiscal year, as Independent Engineer); provided that the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget shall not be unreasonably withheld and Administrative Agent shall be deemed to be given unless a specific written objection thereto 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 applicable year, provided, further, that, even if such 20% threshold is delivered by Owner exceeded, the Administrative Agent’s approval shall also be deemed to Manager within fifteen (15) days after submission. Owner shall review be given if the Operating Expenses in respect of Non-Covered Services set forth in the Operating Budget on a lineper 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-bycurrent Base Case Model for the applicable year and (B) such Operating Budget is otherwise consistent with the then-line basis. To be effectivecurrent 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 delivered to such Tax Equity Class A Member but in no event later than as required under the applicable Limited Liability Company Agreement and (ii) when available, any notice which disapproves a proposed amendments to such Operating Budget, together with all notices or correspondence regarding the approval of such Operating Budget must contain specific objections (if applicable) by the Tax Equity Class A Member; provided that the approval of the Administrative Agent (in reasonable detail to individual line items. If consultation with the initial Operating Budget contains disputed budget item(s), said item(sIndependent Engineer) shall be deemed adopted until Owner and Manager have resolved required (such approval not to be unreasonably withheld or delayed but notwithstanding any permitted variances in any operating budgets approved by a Tax Equity Class A Member) if the item(s) objected to by Owner or the Accountant(s) (hereinafter defined aggregate Operating Expenses included in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed such Operating Budget Budgets collectively exceed 20% in the manner and within aggregate over the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement amount budgeted for Operating Expenses in respect of the Tax Equity Opcos in the then-current Base Case Model for the applicable fiscal year, provided, further, that, even if such 20% threshold is exceeded, the undisputed portions of the proposed Operating Budget CPAM: 12877541.11 Administrative Agent’s approval shall be deemed to be adopted and approved and given if (A) the corresponding line item contained 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 preceding fiscal applicable year shall be adjusted as set forth herein and shall be substituted in lieu of (B) such Operating Budgets are otherwise consistent with the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984then-1986=100) current Base Case Model for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,applicable year.

Operating Budgets. Manager has submitted to Owner, for Owner's approval, a proposed operating budget for the ensuing full or partial fiscal year, as the case may be ("Operating Budget"). Hereafter, Manager a) The Borrower shall, not less than forty-five thirty (4530) 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 full fiscal yearsubsequent Financial Year of the Borrower commencing after the Financial Completion Date, submit the Borrower shall deliver to Owner, the Facility Agent an annual operating budget in respect of the Project for Owner's approval, a proposed that Financial Year (the “Annual Operating Budget”). (c) Each Operating Budget shall comprise an operating plan and an operating budget in respect of the Project for the ensuing full relevant period in a form consistent with that of the Initial Operating Budget setting out, on an annual basis, the projections of the Borrower (prepared in good faith) of the Operating Costs to be incurred during the relevant Financial Year together with all technical and operational assumptions relating thereto. (d) If an Annual Operating Budget or partial fiscal yearthe 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 such Annual Operating Budget or revised Mine Plan, as the case may be. Each 3 , to (i) request for good faith negotiations with the Borrower with a view to agreeing such Annual Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies or revised Mine Plan and/or (ii) request for the period covered by ITC to determine the Operating Budget. The business plan shall include, without limitation, an analysis reasonableness of the market area in which the Hotel competes, a comparison content of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the such Annual Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen or revised Mine Plan, as the case may be. (15e) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effective, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual line items. If the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner Facility Agent and Manager have resolved the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager Borrower are unable to resolve agree such Annual Operating Budget or revised Mine Plan, as the disputed or objectionable matters submitted by Owner prior to case may be, as described in paragraph (d)(i) above, within ten (10) Business Days from the date of commencement of such negotiations, then the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published independent expert of appropriate qualifications and experience appointed by the Bureau of Labor Statistics Facility Agent and the Borrower to act as an expert and any determination by such expert in respect of the United States Department of Labor, U.S. City Average, all items (1984-1986=100) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting disputed Annual Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to timeor revised Mine Plan, as necessarythe case may be, to reflect any unpredicted significant changesshall, variables or events or to include significantin the absence of manifest error, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,conclusive and binding on the parties.

Operating Budgets. Manager The initial Operating Budget for 2010 is attached as Exhibit “D” which has submitted to Owner, for Owner's approval, a proposed operating budget for been approved by both Managing Members. No later than the ensuing full or partial fiscal year, as first (1st) day of the case may be ("Operating Budget"). Hereafter, Manager shall, not less than forty-five (45) days prior to the commencement last quarter of each full fiscal yearCompany Year, the Skechers Managing Member shall submit to Owner, for Owner's approval, a proposed Operating Budget for the ensuing full or partial fiscal year, as the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan (which shall describe business objectives and strategies for include capital expenditures which are the period covered by landlord’s obligation under the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guestsLease, and a description of sales and marketing activities designed business plan) for the next ensuing Company Year for approval by the HF Managing Member. Proposed amendments to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Approved Operating Budget may be submitted by the Skechers Managing Member to the HF Managing Member at any time. Such proposed Operating Budget (or any proposed amendment thereto) shall not be unreasonably withheld 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 shall be deemed given unless a specific written objection thereto is delivered any proposed modifications requested by Owner to Manager within the HF Managing Member or recommended changes therein. Within fifteen (15) days after submission. Owner shall review receipt by the Operating Budget on a line-by-line basis. To be effective, Skechers Member of the HF Managing Member’s disapproval of any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail (or any proposed amendment thereto), the Skechers Managing Member may re-submit to individual line items. If the initial HF Managing Member a revised Operating Budget contains disputed budget item(s(or amendment) for its approval. The HF Managing Member shall not unreasonably withhold 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 Skechers Managing Member and the HF Managing Member pursuant to the terms of this Section, said item(s) the Managing Members shall be deemed adopted until Owner and Manager have resolved the item(s) objected entitled to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained make expenditures for items specified in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein most recent Company Year which has been approved by both Managing Members, and shall be substituted in lieu for the actual amount of the disputed items utility cost, property taxes, insurance premiums or special assessments incurred by the Company in the proposed current Company Year and any other non-discretionary items (including Debt service and stated increases in Company obligations under contracts for the year), and for any expenditures on the Project which, in the Managing Members’ reasonable good faith judgment, is necessary to prevent imminent damage to the Project and/or injury to Persons. The Operating Budget. Those line items which are in dispute Budget shall be determined by increasing not include the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index budget for All Urban Consumers published by the Bureau of Labor Statistics development of the United States Department of Labor, U.S. City Average, all items Project (1984-1986=100) for although the fiscal year prior Members acknowledge that a development budget has been approved and a copy is attached as an exhibit to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,Development Management Agreement).

Operating Budgets. Manager has submitted (i) The Borrower shall prepare, or cause to Ownerbe prepared, for Owner's approval, 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 proposed 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 ensuing full or partial fiscal year, as the case may be ("Operating Budget"). Hereafter, Manager Borrower shall, not less later than forty-five (45) days prior to the commencement end of each full the current fiscal yearyear (commencing in 2017), submit to Owner, for Owner's approval, a proposed such Operating Budget to the Administrative Agent for its approval (in consultation with the ensuing full or partial fiscal year, as Independent Engineer); provided that the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget shall not be unreasonably withheld and Administrative Agent shall be deemed to be given unless a specific written objection thereto 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 applicable year, provided, further, that, even if such 20% threshold is delivered by Owner exceeded, the Administrative Agent’s approval shall also be deemed to Manager within fifteen (15) days after submission. Owner shall review be given if the Operating Expenses in respect of Non-Covered Services set forth in the Operating Budget on a lineper 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-bycurrent Base Case Model for the applicable year and (B) such Operating Budget is otherwise consistent with the then-line basiscurrent Base Case Model for the applicable year. To be effective[***] 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 delivered to such Tax Equity Class A Member but in no event later than as required under the applicable Limited Liability Company Agreement and (ii) when available, any notice which disapproves a proposed amendments to such Operating Budget, together with all notices or correspondence regarding the approval of such Operating Budget must contain specific objections (if applicable) by the Tax Equity Class A Member; provided that the approval of the Administrative Agent (in reasonable detail to individual line items. If consultation with the initial Operating Budget contains disputed budget item(s), said item(sIndependent Engineer) shall be deemed adopted until Owner and Manager have resolved required (such approval not to be unreasonably withheld or delayed but notwithstanding any permitted variances in any operating budgets approved by a Tax Equity Class A Member) if the item(s) objected to by Owner or the Accountant(s) (hereinafter defined aggregate Operating Expenses included in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed such Operating Budget Budgets collectively exceed 20% in the manner and within aggregate over the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement amount budgeted for Operating Expenses in respect of the Tax Equity Opcos in the then-current Base Case Model for the applicable fiscal year, provided, further, that, even if such 20% threshold is exceeded, the undisputed portions of the proposed Operating Budget Administrative Agent’s approval shall be deemed to be adopted and approved and given if (A) the corresponding line item contained 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 preceding fiscal applicable year shall be adjusted as set forth herein and shall be substituted in lieu of (B) such Operating Budgets are otherwise consistent with the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984then-1986=100) current Base Case Model for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,applicable year.

Operating Budgets. Manager has submitted (i) Not later than thirty (30) days before the first Commercial Operation Date for any Plant, adopt an operating plan and a budget with respect to Owner, for Owner's approval, a proposed 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 calendar year thereafter, the Company shall cause the Loan Parties to similarly adopt an operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses and Maintenance Capital Expenses for the ensuing full or partial fiscal year, as calendar year for each Plant that has achieved its Commercial Operation Date and an aggregate operating plan and budget for the case may be Project and provide a copy of each such operating plan and budget at such time to the Agent. ("Each such operating plan and budget is herein called an “Operating Budget"”.) Each Operating Budget shall be prepared in accordance with a form approved by the 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). Hereafter, Manager shall, If the Loan Parties shall not less than forty-five (45) days prior to the commencement of each full fiscal year, submit to Owner, for Owner's approval, a proposed have adopted an annual Operating Budget for each Plant and for the ensuing full Project before the beginning of any calendar year or partial fiscal any Operating Budget adopted by the Loan Parties shall not have been accepted by the Agent before the beginning of any upcoming calendar year, the Operating Budget for such Plant for the preceding calendar year shall, until the adoption of an annual Operating Budget, as the case may be. Each 3 , by the Loan Parties and acceptance of such Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall includeAgent, without limitation, an analysis of be deemed to be in force and effective as the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the annual Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (15) days after submission. Owner shall review for such Plant or the Operating Budget on a line-by-line basis. To be effectiveProject, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual line items. If as the case may be, for such upcoming calendar year; provided that if the initial Operating Budget contains disputed for any Plant or the Project is not approved by the Agent, the Company shall cause the Loan Parties to use a budget item(s)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, said item(sand the Company shall cause the Loan Parties to work diligently to prepare an initial Operating Budget that is acceptable to the Agent. (ii) Each Operating Budget delivered to the Agent pursuant to this Section 7.1(e) shall be deemed adopted until Owner and Manager have resolved accompanied by a memorandum detailing all material assumptions used in the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafterpreparation of such Operating Budget, if Owner disapproves or raises objections to shall contain a proposed line item for each Operating Budget in Category, shall specify for each month and for each such Operating Budget Category the manner and within the time period provided thereforamount budgeted for such category for such month, and Owner shall clearly distinguish Operation and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted Maintenance Expenses and approved and the corresponding line item contained in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984-1986=100) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,Maintenance Capital Expenses.

Operating Budgets. Manager has submitted (i) The Borrower shall prepare, or cause to Ownerbe prepared, for Owner's approval, 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 proposed 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 ensuing full or partial fiscal year, as the case may be ("Operating Budget"). Hereafter, Manager Borrower shall, not less later than forty-five (45) days prior to the commencement end of each full the current fiscal yearyear (commencing in 2017), submit to Owner, for Owner's approval, a proposed such Operating Budget to the Administrative Agent for its approval (in consultation with the ensuing full or partial fiscal year, as Independent Engineer); provided that the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget shall not be unreasonably withheld and Administrative Agent shall be deemed to be given unless a specific written objection thereto 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 applicable year, provided, further, that, even if such 20% threshold is delivered by Owner exceeded, the Administrative Agent’s approval shall also be deemed to Manager within fifteen (15) days after submission. Owner shall review be given if the Operating Expenses in respect of Non-Covered Services set forth in the Operating Budget on a lineper 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-bycurrent Base Case Model for the applicable year and (B) such Operating Budget is otherwise consistent with the then-line basis. To be effectivecurrent 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 delivered to such Tax Equity Class A Member but in no event later than as required under the applicable Limited Liability Company Agreement and (ii) when available, any notice which disapproves a proposed amendments to such Operating Budget, together with all notices or correspondence regarding the approval of such Operating Budget must contain specific objections (if applicable) by the Tax Equity Class A Member; provided that the approval of the Administrative Agent (in reasonable detail to individual line items. If consultation with the initial Operating Budget contains disputed budget item(s), said item(sIndependent Engineer) shall be deemed adopted until Owner and Manager have resolved required (such approval not to be unreasonably withheld or delayed but notwithstanding any permitted variances in any operating budgets approved by a Tax Equity Class A Member) if the item(s) objected to by Owner or the Accountant(s) (hereinafter defined aggregate Operating Expenses included in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed such Operating Budget Budgets collectively exceed 20% in the manner and within aggregate over the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement amount budgeted for Operating Expenses in respect of the Tax Equity Opcos in the then-current Base Case Model for the applicable fiscal year, provided, further, that, even if such 20% threshold is exceeded, the undisputed portions of the proposed Operating Budget Administrative Agent’s approval shall be deemed to be adopted and approved and given if (A) the corresponding line item contained 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 preceding fiscal applicable year shall be adjusted as set forth herein and shall be substituted in lieu of (B) such Operating Budgets are otherwise consistent with the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984then-1986=100) current Base Case Model for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,applicable year.