Common use of Operating Expenses and Capital Expenditures Clause in Contracts

Operating Expenses and Capital Expenditures. (a) The Manager is hereby authorized to incur Operating Expenses and to make Capital Expenditures on behalf of the Asset Entities, the necessity, nature and amount of which may be determined in the Manager’s discretion in accordance with the Operation Standards. The Manager shall use commercially reasonable efforts to incur Operating Expenses and to make Capital Expenditures within the limits prescribed by the Budgets; provided that the Manager may at any time incur Operating Expenses and make Capital Expenditures in amounts that exceed the Operating Expenses or Capital Expenditures, as the case may be, specified in the applicable Budget if and to the extent that the Manager determines in accordance with the Operation Standards that it is necessary or advisable to do so. (b) The Manager shall maintain accurate records with respect to each Tenant Site Asset reflecting the status of real estate and personal property taxes for Fee Sites, Insurance Premiums and other Operating Expenses payable in respect thereof and shall furnish to the Issuer and the Servicer from time to time such information regarding the payment status of such items as the Issuer or the Servicer may from time to time reasonably request. The Manager shall arrange for the payment of all such real estate and personal property taxes, Insurance Premiums and other Operating Expenses payable by the Asset Entities as the same become due and payable out of funds available for that purpose in the Impositions and Insurance Reserve Account (in the manner contemplated by Section 4.03 of the Indenture) or the Operating Account, as applicable. All Operating Expenses will be funded through the Impositions and Insurance Reserve Account or the Operating Account, as applicable, and the Manager shall have no obligation to subsidize, incur, or authorize any Operating Expense that cannot, or will not, be paid by or through the Impositions and Insurance Reserve Account or the Operating Account. If the Manager determines that the funds on deposit in the Impositions and Insurance Reserve Account and the Operating Account are not sufficient to pay all Operating Expenses related to the Tenant Site Assets as the same shall become due and payable, the Manager shall notify the Issuer, the Servicer and the Indenture Trustee of the amount of such deficiency and, subject to the applicable provisions of the Indenture and other Transaction Documents, the Obligors shall deposit the amount of such deficiency therein as soon as practicable. In the event of any such deficiency, the Manager may, in its sole discretion and in accordance with the Indenture, elect to pay such Operating Expenses out of its own funds, but shall have no obligation to do so. The Obligors, jointly and severally, shall be obligated to pay or reimburse the Manager for all such Operating Expenses paid by the Manager out of its own funds together with interest thereon at the Prime Rate (as such terms is defined in the Servicing Agreement) on an Actual/360 Basis, payable as an Additional Issuer Expense in accordance with Section 5.01(a)(iii) of the Indenture, and such reimbursement obligation shall survive the expiration of the termination of this Agreement.

Operating Expenses and Capital Expenditures. (a) The Manager is hereby authorized to incur Operating Expenses and to make Capital Expenditures on behalf of the Asset EntitiesOwners, the necessity, nature and amount of which may be determined in the Manager’s discretion in accordance with the Operation Standards. The Manager shall use commercially reasonable efforts to incur Operating Expenses and to make Capital Expenditures within the limits prescribed by the Budgets; provided that the Manager may at any time incur Operating Expenses and make Capital Expenditures in amounts that exceed the Operating Expenses or Capital Expenditures, as the case may be, specified in the applicable Budget if and to the extent that the Manager determines in accordance with the Operation Standards that it is necessary or advisable to do so. (b) The Manager shall maintain accurate records with respect to each Tenant Tower Site Asset reflecting the status of real estate and personal property taxes for Fee Sitestaxes, Insurance Premiums Ground Lease payments, Easement payments, insurance premiums and other Operating Expenses payable in respect thereof and shall furnish to the Issuer Entity and the Servicer from time to time such information regarding the payment status of such items as the Issuer Entity or the Servicer may from time to time reasonably request. The Manager shall arrange for the payment of all such real estate and personal property taxes, Insurance Premiums Ground Lease payments, Easement payments, insurance premiums and other Operating Expenses payable by the Asset Entities as the same become due and payable out of funds available for that purpose in the Impositions Imposition and Insurance Reserve Account (in the manner contemplated by Section 4.03 of the Indenture) or the Operating Account, as applicable. All Operating Expenses will be funded through the Impositions Imposition and Insurance Reserve Account or the Operating Account, as applicable, and the Manager shall have no obligation to subsidize, incur, or authorize any Operating Expense that cannot, or will not, not be paid by or through the Impositions Imposition and Insurance Reserve Account or the Operating Account. If the Manager determines that the funds on deposit in the Impositions Imposition and Insurance Reserve Account and the Operating Account are not sufficient to pay all Operating Expenses related to the Tenant Site Assets Tower Sites as the same shall become due and payable, the Manager shall notify the IssuerIssuer Entity, the Servicer and the Indenture Trustee of the amount of such deficiency and, subject to the applicable provisions of the Indenture and other Transaction Documents, the Obligors Owners shall deposit the amount of such deficiency therein as soon as practicable. In the event of any such deficiency, the Manager may, in its sole discretion and in accordance with the Indenturediscretion, elect to pay such Operating Expenses out of its own funds, but shall have no obligation to do so. The ObligorsOwners, jointly and severally, shall be obligated to pay or reimburse the Manager for all such Operating Expenses paid by the Manager out of its own funds together with interest thereon at the Prime Advance Rate (as such terms is defined in the Servicing Agreement) on an Actual/360 Basis, payable as an Additional Issuer Expense in accordance with Section 5.01(a)(iii) of the Indenture, and such reimbursement obligation shall survive the expiration of the termination of this Agreement).

Operating Expenses and Capital Expenditures. (a) The Manager is hereby authorized to incur Operating Expenses and to make Capital Expenditures on behalf of the Asset EntitiesOwners, the necessity, nature and amount of which may be determined in the Manager’s 's discretion in accordance with the Operation Standards. The Manager shall use commercially reasonable efforts to incur Operating Expenses and to make Capital Expenditures within the limits prescribed by the Budgets; provided that the Manager may at any time incur Operating Expenses and make Capital Expenditures in amounts that exceed the Operating Expenses or Capital Expenditures, as the case may be, specified in the applicable Budget if and to the extent that the Manager determines in accordance with the Operation Standards that it is necessary or advisable to do so. (b) The Manager shall maintain accurate records with respect to each Tenant Site Asset reflecting the status of real estate and personal property taxes for Fee Sitestaxes, Insurance Premiums ground lease payments, insurance premiums and other Operating Expenses payable in respect thereof and shall furnish to the Issuer Owner Representative and the Servicer from time to time such information regarding the payment status of such items as the Issuer Owner Representative or the Servicer may from time to time reasonably request. The Manager shall arrange for the payment of all such real estate and personal property taxes, Insurance Premiums ground lease payments, insurance premiums and other Operating Expenses payable by the Asset Entities as the same become due and payable out of funds available for that purpose in the Impositions Imposition and Insurance Reserve Account (in the manner contemplated by Section 4.03 of the Indenture) or the Operating Account, as applicable. All Operating Expenses will be funded through the Impositions Imposition and Insurance Reserve Account or the Operating Account, as applicable, and the Manager shall have no obligation to subsidize, incur, or authorize any Operating Expense that cannot, or will not, not be paid by or through the Impositions Imposition and Insurance Reserve Account or the Operating Account. If the Manager determines that the funds on deposit in the Impositions Imposition and Insurance Reserve Account and the Operating Account are not sufficient to pay all Operating Expenses related to the Tenant Site Assets Sites as the same shall become due and payable, the Manager shall notify the Issuer, the Servicer Owner Representative and the Indenture Trustee Lender of the amount of such deficiency and, subject to and the applicable provisions of the Indenture and other Transaction Documents, the Obligors Owners shall deposit the amount of such deficiency therein as soon as practicable. In the event of any such deficiency, the Manager may, in its sole discretion and in accordance with the Indenturediscretion, elect to pay such Operating Expenses out of its own funds, but shall have no obligation to do so. The ObligorsOwners, jointly and severally, shall be obligated to pay or reimburse the Manager for all such Operating Expenses paid by the Manager out of its own funds together with interest thereon at the Prime Advance Rate (as such terms is defined in the Trust and Servicing Agreement) on an Actual/360 Basis, payable as an Additional Issuer Expense in accordance with Section 5.01(a)(iii) of the Indenture, and such reimbursement obligation shall survive the expiration of the termination of this Agreement).

Operating Expenses and Capital Expenditures. (a) The Manager is hereby authorized to incur Operating Expenses and to make Capital Expenditures on behalf of the Asset EntitiesOwners, the necessity, nature and amount of which may be determined in the Manager’s 's discretion in accordance with the Operation Standards. The Manager shall use commercially reasonable efforts to incur Operating Expenses and to make Capital Expenditures within the limits prescribed by the Budgets; provided that the Manager may at any time incur Operating Expenses and make Capital Expenditures in amounts that exceed the Operating Expenses or Capital Expenditures, as the case may be, specified in the applicable Budget if and to the extent that the Manager determines in accordance with the Operation Standards that it is necessary or advisable to do so. (b) The Manager shall maintain accurate records with respect to each Tenant Site Asset reflecting the status of real estate and personal property taxes for Fee Sitestaxes, Insurance Premiums ground lease payments, insurance premiums and other Operating Expenses payable in respect thereof and shall furnish to the Issuer Owner Representative and the Servicer from time to time such information regarding the payment status of such items as the Issuer Owner Representative or the Servicer may from time to time reasonably request. The Manager shall arrange for the payment of all such real estate and personal property taxes, Insurance Premiums ground lease payments, insurance premiums and other Operating Expenses payable by the Asset Entities as the same become due and payable out of funds available for that purpose in the Impositions Imposition and Insurance Reserve Account (in the manner contemplated by Section 4.03 of the Indenture) or the Operating Account, as applicable. All Operating Expenses will be funded through the Impositions Imposition and Insurance Reserve Account or the Operating Account, as applicable, and the Manager shall have no obligation to subsidize, incur, or authorize any Operating Expense that cannot, or will not, not be paid by or through the Impositions Imposition and Insurance Reserve Account or the Operating Account. If the Manager determines that the funds on deposit in the Impositions Imposition and Insurance Reserve Account and the Operating Account are not sufficient to pay all Operating Expenses related to the Tenant Site Assets Sites as the same shall become due and payable, the Manager shall notify the Issuer, the Servicer and the Indenture Trustee Owner Representative of the amount of such deficiency and, subject to and the applicable provisions of the Indenture and other Transaction Documents, the Obligors Owners shall deposit the amount of such deficiency therein as soon as practicable. In the event of any such deficiency, the Manager may, in its sole discretion and in accordance with the Indenturediscretion, elect to pay such Operating Expenses out of its own funds, but shall have no obligation to do so. The ObligorsOwners, jointly and severally, shall be obligated to pay or reimburse the Manager for all such Operating Expenses paid by the Manager out of its own funds together with interest thereon at the Prime Advance Rate (as such terms is defined in the Trust and Servicing Agreement) on an Actual/360 Basis, payable as an Additional Issuer Expense in accordance with Section 5.01(a)(iii) of the Indenture, and such reimbursement obligation shall survive the expiration of the termination of this Agreement).

Operating Expenses and Capital Expenditures. (a) The Project Manager is hereby authorized to incur Operating Expenses and to make Capital Expenditures on behalf of the Asset EntitiesProject Companies, the necessity, nature and amount of which may be determined in the Project Manager’s discretion in accordance with the Operation Standards. The Project Manager shall use commercially reasonable efforts to incur Operating Expenses and to make Capital Expenditures within the limits prescribed by the Budgets; provided that the Project Manager may at any time incur Operating Expenses and make Capital Expenditures in amounts that exceed the Operating Expenses or Capital Expenditures, as the case may be, specified in the applicable Budget if and to the extent that the Project Manager determines in accordance with the Operation Standards that it is necessary or advisable to do so. (b) The Project Manager shall maintain accurate records with respect to each Tenant Project Site Asset reflecting the status of real estate and personal property taxes for Fee SitesEstates, Insurance Premiums insurance premiums and other Operating Expenses payable in respect thereof and shall furnish to the Issuer and the Servicer Co-Issuers from time to time such information regarding the payment status of such items as the Issuer or the Servicer Co-Issuers may from time to time reasonably request. The Provided that no Control Event has occurred or Specified Conditions shall have occurred and then be continuing, the Project Manager shall arrange for the payment of all such real estate and personal property taxes, Insurance Premiums insurance premiums and other Operating Expenses payable by the Asset Entities Project Companies as the same become due and payable out of funds available for that purpose on deposit in the Impositions and Insurance Reserve Account (in the manner contemplated by Section 4.03 of the Indentureapplicable Revenue Account(s) or the Operating Account, as applicable. All Operating Expenses will be funded through the Impositions and Insurance Reserve Account or the Operating Account, as applicable, and the Project Manager shall have no obligation to subsidize, incur, or authorize any Operating Expense that cannot, or will not, be paid by or through the Impositions and Insurance Reserve Account or the Operating Accountsuch Revenue Account(s). If the Project Manager determines that the funds on deposit in the Impositions and Insurance Reserve Account and the Operating applicable Revenue Account are not sufficient to pay all Operating Expenses related with respect to the Tenant Site Assets related Project Sites as the same shall become due and payable, the Project Manager shall notify the Issuer, the Servicer Co-Issuers and the Indenture Trustee of the amount of such deficiency and, subject to the applicable provisions of the Indenture and other Transaction Documents, the Obligors shall deposit the amount of such deficiency therein as soon as practicabledeficiency. In the event of any such deficiency, the Project Manager may, in its sole discretion and in accordance with the IndentureNPPA, elect to pay such Operating Expenses out of its own funds, but shall have no obligation to do so. The Obligors, jointly and severally, shall be obligated to pay or reimburse the Project Manager for all such Operating Expenses paid by the Project Manager out of its own funds together with interest thereon at the Prime Rate (as such terms is defined in the Servicing Agreement) on an Actual/360 Basis, which shall be considered an Operating Expense and shall be payable as an Additional Issuer Expense in accordance with Section 5.01(a)(iii) out of the Indenture, and such Revenue Account. Such reimbursement obligation shall survive the expiration of the termination of this Agreement.

Operating Expenses and Capital Expenditures. (a) The Manager is hereby authorized to incur Operating Expenses and to make Capital Expenditures on behalf of the Asset EntitiesOwners, the necessity, nature and amount of which may be determined in the Manager’s discretion in accordance with the Operation Standards. The Manager shall use commercially reasonable efforts to incur Operating Expenses and to make Capital Expenditures within the limits prescribed by the Budgets; provided that the Manager may at any time incur Operating Expenses and make Capital Expenditures in amounts that exceed the Operating Expenses or Capital Expenditures, as the case may be, specified in (subject to the applicable Budget provisions of the Loan Documents) incur Extraordinary Expenses if and to the extent that the Manager determines determines, in accordance with the Operation Standards Standards, that it is necessary or advisable to do so. (b) The Manager shall maintain accurate records with respect to each Tenant Site Asset reflecting the status of real estate and personal property taxes for Fee Sitestaxes, Insurance Premiums ground lease payments, easement payments, insurance premiums and other Operating Expenses payable in respect thereof and shall furnish to the Issuer Owner Representative and the Servicer from time to time such information regarding the payment status of such items as the Issuer Owner Representative or the Servicer may from time to time reasonably request. The Manager shall arrange for the payment (from the Operating Account) of all such real estate and personal property taxes, Insurance Premiums ground lease payments and other Operating Expenses payable by the Asset Entities easement payments, insurance premiums as the same become due and payable out of and request the Servicer to disburse such amounts to the Operating Account from funds available for that purpose in the Impositions Imposition and Insurance Reserve Account (in Reserve. The Manager shall arrange for the manner contemplated by Section 4.03 payment of the Indenture) or all other Operating Expenses to be made from the Operating Account, as applicable. All Operating Expenses will be funded through funds then on deposit in the Impositions Imposition and Insurance Reserve Account (to the extent available for disbursement) or the Operating Account, as applicable, and the Manager shall have no obligation to subsidize, incur, or authorize any Operating Expense that cannot, or will not, not be paid by or through funds then on deposit in the Impositions Imposition and Insurance Reserve Account (to the extent available for disbursement) or the Operating Account. If the Manager determines that the funds on deposit in the Impositions Imposition and Insurance Reserve Account (to the extent available for disbursement) and the Operating Account are not sufficient to pay all Operating Expenses related to the Tenant Site Assets Sites as the same shall become due and payable, the Manager shall notify the Issuer, the Servicer Owner Representative and the Indenture Trustee Lender of the amount of such deficiency and, and (subject to the applicable provisions of the Indenture and other Transaction Loan Documents, ) the Obligors Owners shall deposit the amount of such deficiency therein as soon as practicable. In the event of any such deficiency, the Manager may, in its sole discretion and in accordance with the Indenturediscretion, elect to pay such Operating Expenses out of its own funds, but shall have no obligation to do so. The ObligorsOwners, jointly and severally, shall (subject to the applicable provisions of the Loan Documents) be obligated to pay or reimburse the Manager for all such Operating Expenses paid by the Manager out of its own funds together with interest thereon at the Prime Rate (as such terms is defined in the Trust and Servicing Agreement) on an Actual/360 Basis, payable as an Additional Issuer Expense in accordance with Section 5.01(a)(iii) of the Indenture, and such reimbursement obligation shall survive the expiration of the termination of this Agreement).

Operating Expenses and Capital Expenditures. (a) The Manager is hereby authorized to incur Operating Expenses and to make Capital Expenditures and Extraordinary Expenses on behalf of the Asset EntitiesOwners, the necessity, nature and amount of which may be determined in the Manager’s discretion in accordance with the Operation StandardsStandards and prudent business practices. The Manager shall use commercially reasonable efforts to incur Operating Expenses and to make Capital Expenditures within the limits prescribed by the Budgets; provided that the Manager may at any time incur Operating Expenses and make Capital Expenditures in amounts that exceed the Operating Expenses or Capital Expenditures, as the case may be, specified in (subject to the applicable Budget provisions of the Loan Documents) incur Extraordinary Expenses if and to the extent that the Manager determines determines, in accordance with the Operation Standards Standards, that it is necessary or advisable to do so. (b) The Manager shall maintain accurate records with respect to each Tenant Site Asset reflecting the status of real estate and personal property taxes for Fee Sitestaxes, Insurance Premiums Ground Lease payments, insurance premiums and other Operating Expenses payable in respect thereof and shall furnish to the Issuer Owner Representative and the Servicer from time to time such information regarding the payment status of such items as the Issuer Owner Representative or the Servicer may from time to time reasonably request. The Manager shall arrange for the payment (from the Operating Account) of all such real estate and personal property taxes, Insurance Premiums Ground Lease payments and other Operating Expenses payable by the Asset Entities insurance premiums as the same become due and payable out of and request the Servicer to disburse such amounts to the Operating Account from funds available for that purpose in the Impositions Imposition and Insurance Reserve Account (in Account. The Manager shall arrange for the manner contemplated by Section 4.03 payment of the Indenture) or all other Operating Expenses to be made from the Operating Account, as applicable. All Operating Expenses will be funded through funds then on deposit in the Impositions Imposition and Insurance Reserve Account (to the extent available for disbursement) or the Operating Account, as applicable, and the Manager shall have no obligation to subsidize, incur, or authorize any Operating Expense that cannot, or will not, not be paid by or through funds then on deposit in the Impositions Imposition and Insurance Reserve Account (to the extent available for disbursement) or the Operating Account. If the Manager determines that the funds on deposit in the Impositions Imposition and Insurance Reserve Account (to the extent available for disbursement) and the Operating Account are not sufficient to pay all Operating Expenses related to the Tenant Site Assets Sites as the same shall become due and payable, the Manager shall notify the Issuer, the Servicer Owner Representative and the Indenture Trustee Lender of the amount of such deficiency and, and (subject to the applicable provisions of the Indenture and other Transaction Loan Documents, ) the Obligors Owners shall deposit the amount of such deficiency therein as soon as practicable. In the event of any such deficiency, the Manager may, in its sole discretion and in accordance with the Indenturediscretion, elect to pay such Operating Expenses out of its own funds, but shall have no obligation to do so. The ObligorsOwners, jointly and severally, shall (subject to the applicable provisions of the Loan Documents) be obligated to pay or reimburse the Manager for all such Operating Expenses paid by the Manager out of its own funds together with interest thereon at the Prime Rate (as such terms is defined in the Trust and Servicing Agreement) on an Actual/360 Basis, payable as an Additional Issuer Expense in accordance with Section 5.01(a)(iii) of the Indenture, and such reimbursement obligation shall survive the expiration of the termination of this Agreement).

Operating Expenses and Capital Expenditures. (a) The Manager is hereby authorized to incur Operating Expenses and to make Capital Expenditures on behalf of the Asset EntitiesOwners, the necessity, nature and amount of which may be determined in the Manager’s discretion in accordance with the Operation Standards. The Manager shall use commercially reasonable efforts to incur Operating Expenses and to make Capital Expenditures within the limits prescribed by the Budgets; provided that the Manager may at any time incur Operating Expenses and make Capital Expenditures in amounts that exceed the Operating Expenses or Capital Expenditures, as the case may be, specified in the applicable Budget if and to the extent that the Manager determines in accordance with the Operation Standards that it is necessary or advisable to do so. (b) The Manager shall maintain accurate records with respect to each Tenant Site Asset reflecting the status of real estate and personal property taxes for Fee Sitestaxes, Insurance Premiums ground lease payments, insurance premiums and other Operating Expenses payable in respect thereof and shall furnish to the Issuer Owner Representative and the Servicer Trustee from time to time such information regarding the payment status of such items as the Issuer Owner Representative or the Servicer Trustee may from time to time reasonably request. The Manager shall arrange for the payment of all such real estate and personal property taxes, Insurance Premiums ground lease payments, insurance premiums and other Operating Expenses payable by the Asset Entities as the same become due and payable out of funds available for that purpose in the Impositions Imposition and Insurance Reserve Account (in the manner contemplated by Section 4.03 of the Indenture) or the Operating Account, as applicable. All Operating Expenses will be funded through the Impositions Imposition and Insurance Reserve Account or the Operating Account, as applicable, and the Manager shall have no obligation to subsidize, incur, or authorize any Operating Expense that cannot, or will not, not be paid by or through the Impositions Imposition and Insurance Reserve Account or the Operating Account. If the Manager determines that the funds on deposit in the Impositions Imposition and Insurance Reserve Account and the Operating Account are not sufficient to pay all Operating Expenses related to the Tenant Site Assets Sites as the same shall become due and payable, the Manager shall notify the Issuer, the Servicer Owner Representative and the Indenture Trustee of the amount of such deficiency and, subject to and the applicable provisions of the Indenture and other Transaction Documents, the Obligors Owners shall deposit the amount of such deficiency therein as soon as practicable. (c) Notwithstanding anything to contrary herein, if at any time the Operating Account has not been established or maintained, the Manager shall use commercially reasonable efforts to establish and maintain the Operating Account as promptly as practicable and, during any period in which the Operating Account has not been established or maintained, shall cause all Operating Expenses and any Capital Expenditures to be paid, whether out of its own funds or otherwise. In the event of any such deficiencythat the Operating Account has been established and maintained and there is a deficiency in the Operating Account, the Manager may, in its sole discretion and in accordance with the Indenturediscretion, elect to pay such Operating Expenses or make Capital Expenditures out of its own funds, but shall have no obligation to do so. The ObligorsOwners, jointly and severally, shall be obligated to pay or reimburse the Manager for all such Operating Expenses paid and Capital Expenditures made by the Manager out of its own funds together with plus interest thereon at the Prime Rate Rate; provided that such interest may be paid only if (as such terms is defined i) the Operating Account has been established and the reimbursement relates to a deficiency in the Servicing AgreementOperating Account, (ii) on an Actual/360 Basis, payable as an Additional Issuer Expense in accordance with Section 5.01(a)(iiisuch interest is requested by the Manager and (iii) of such interest is permitted to be paid under the Indenture, Indenture and such reimbursement obligation shall survive the expiration of the termination of this Cash Management Agreement.

Operating Expenses and Capital Expenditures. (a) The Manager is hereby authorized to incur Operating Expenses and to make Capital Expenditures on behalf of the Asset EntitiesOwners, the necessity, nature and amount of which may be determined in the Manager’s discretion in accordance with the Operation Standards. The Manager shall use commercially reasonable efforts to incur Operating Expenses and to make Capital Expenditures within the limits prescribed by the Budgets; provided provided, that the Manager may at any time incur Operating Expenses and make Capital Expenditures in amounts that exceed the Operating Expenses or Capital Expenditures, as the case may be, specified in the applicable Budget if and to the extent that the Manager determines in accordance with the Operation Standards that it is necessary or advisable to do so. (b) The Manager shall maintain accurate records with respect to each Tenant Tower Site Asset reflecting the status of real estate and personal property taxes for Fee Sitestaxes, Insurance Premiums ground lease payments, easement payments (if any), insurance premiums and other Operating Expenses payable in respect thereof and shall furnish to the Issuer Owner Representative and the Servicer from time to time such information regarding the payment status of such items as the Issuer Owner Representative or the Servicer may from time to time reasonably request. The Manager shall arrange for the payment of all such real estate and personal property taxes, Insurance Premiums ground lease payments, easement payments (if any), insurance premiums and other Operating Expenses payable by the Asset Entities as the same become due and payable out of funds available for that purpose in the Impositions Imposition and Insurance Reserve Account (in the manner contemplated by Section 4.03 of the Indenture) or the Operating Account, as applicable. All Operating Expenses will be funded through the Impositions Imposition and Insurance Reserve Account or the Operating Account, as applicable, and the Manager shall have no obligation to subsidize, incur, or authorize any Operating Expense that cannot, or will not, not be paid by or through the Impositions Imposition and Insurance Reserve Account or the Operating Account. If the Manager determines that the funds on deposit in the Impositions Imposition and Insurance Reserve Account and the Operating Account are not sufficient to pay all Operating Expenses related to the Tenant Site Assets Tower Sites as the same shall become due and payable, the Manager shall notify the IssuerOwner Representative, the Servicer and the Indenture Trustee of the amount of such deficiency and, subject to the applicable provisions of the Indenture and other Transaction Documents, the Obligors Owners shall deposit the amount of such deficiency therein as soon as practicable. (c) Notwithstanding anything to contrary herein, if at any time the Operating Account has not been established or maintained, the Manager shall use commercially reasonable efforts to establish and maintain the Operating Account as promptly as practicable and, during any period in which the Operating Account has not been established or maintained, shall cause all Operating Expenses and any Capital Expenditures to be paid, whether out of its own funds or otherwise. In the event of any such deficiencythat the Operating Account has been established and maintained and there is a deficiency in the Operating Account, the Manager may, in its sole discretion and in accordance with the Indenturediscretion, elect to pay such Operating Expenses or make Capital Expenditures out of its own funds, but shall have no obligation to do so. The ObligorsOwners, jointly and severally, shall be obligated to pay or reimburse the Manager for all such Operating Expenses paid and Capital Expenditures made by the Manager out of its own funds together with plus interest thereon at the Prime Rate Rate; provided that such interest may be paid only if (as such terms is defined i) the Operating Account has been established and the reimbursement relates to a deficiency in the Servicing AgreementOperating Account, (ii) on an Actual/360 Basis, payable as an Additional Issuer Expense in accordance with Section 5.01(a)(iiisuch interest is requested by the Manager and (iii) of such interest is permitted to be paid under the Indenture, Indenture and such reimbursement obligation shall survive the expiration of the termination of this Cash Management Agreement.

Operating Expenses and Capital Expenditures. (a) The Manager is hereby authorized to incur Operating Expenses and to make Capital Expenditures on behalf of the Asset EntitiesOwner, the necessity, nature and amount of which may be determined in the Manager’s discretion in accordance with the Operation Standards. The Manager shall use commercially reasonable efforts to incur Operating Expenses and to make Capital Expenditures within the limits prescribed by the Budgets; provided provided, that the Manager may at any time incur Operating Expenses and make Capital Expenditures in amounts that exceed the Operating Expenses or Capital Expenditures, as the case may be, specified in the applicable Budget if and to the extent that the Manager determines in accordance with the Operation Standards that it is necessary or advisable to do so. (b) The Manager shall maintain accurate records with respect to each Tenant Tower Site Asset reflecting the status of real estate and personal property taxes for Fee Sitestaxes, Insurance Premiums ground lease payments, easement payments (if any), insurance premiums and other Operating Expenses payable in respect thereof and shall furnish to the Issuer and the Servicer Owner from time to time such information regarding the payment status of such items as the Issuer or the Servicer Owner may from time to time reasonably request. The Manager shall arrange for the payment of all such real estate and personal property taxes, Insurance Premiums ground lease payments, easement payments (if any), insurance premiums and other Operating Expenses payable by the Asset Entities as the same become due and payable out of funds available for that purpose in the Impositions and Insurance Reserve Account (in the manner contemplated by Section 4.03 of the Indenture) or the Operating Account, as applicable. All Operating Expenses will be funded through the Impositions and Insurance Reserve Account or the Operating Account, as applicable, and the Manager shall have no obligation to subsidize, incur, or authorize any Operating Expense that cannot, or will not, not be paid by or through the Impositions and Insurance Reserve Account or the Operating Account. If the Manager determines that the funds on deposit in the Impositions and Insurance Reserve Account and the Operating Account are not sufficient to pay all Operating Expenses related to the Tenant Site Assets Tower Sites as the same shall become due and payable, the Manager shall notify the Issuer, the Servicer and the Indenture Trustee Owner of the amount of such deficiency and, subject to the applicable provisions of the Indenture and other Transaction Documents, the Obligors Owner shall deposit the amount of such deficiency therein as soon as practicable. (c) Notwithstanding anything to contrary herein, if at any time the Operating Account has not been established or maintained, the Manager shall use commercially reasonable efforts to establish and maintain the Operating Account as promptly as practicable and, during any period in which the Operating Account has not been established or maintained, shall cause all Operating Expenses and any Capital Expenditures to be paid, whether out of its own funds or otherwise. In the event of any such deficiencythat the Operating Account has been established and maintained and there is a deficiency in the Operating Account, the Manager may, in its sole discretion and in accordance with the Indenturediscretion, elect to pay such Operating Expenses or make Capital Expenditures out of its own funds, but shall have no obligation to do so. The Obligors, jointly and severally, Owner shall be obligated to pay or reimburse the Manager for all such Operating Expenses paid and Capital Expenditures made by the Manager out of its own funds together with plus interest thereon at the Prime Rate (as such terms is defined set forth in the Servicing AgreementWall Street Journal until reimbursed by Owner; provided that such interest may be paid only if (i) on an Actual/360 Basis, payable as an Additional Issuer Expense the Operating Account has been established and the reimbursement relates to a deficiency in accordance with Section 5.01(a)(iiithe Operating Account; and (ii) of such interest is requested by the Indenture, and such reimbursement obligation shall survive the expiration of the termination of this AgreementManager.

Operating Expenses and Capital Expenditures. (a) The Manager is hereby authorized to incur Operating Expenses and to make Capital Expenditures and Extraordinary Expenses on behalf of the Asset EntitiesOwners, the necessity, nature and amount of which may be determined in the Manager’s discretion in accordance with the Operation StandardsStandards and prudent business practices. The Manager shall use commercially reasonable efforts to incur Operating Expenses and to make Capital Expenditures within the limits prescribed by the Budgets; provided that the Manager may at any time incur Operating Expenses and make Capital Expenditures in amounts that exceed the Operating Expenses or Capital Expenditures, as the case may be, specified in (subject to the applicable Budget provisions of the Loan Documents) incur Extraordinary Expenses if and to the extent that the Manager determines determines, in accordance with the Operation Standards Standards, that it is necessary or advisable to do so. (b) The Manager shall maintain accurate records with respect to each Tenant Site Asset reflecting the status of real estate and personal property taxes for Fee Sitestaxes, Insurance Premiums Ground Lease payments, insurance premiums and other Operating Expenses payable in respect thereof and shall furnish to the Issuer Owner Representative and the Servicer from time to time such information regarding the payment status of such items as the Issuer Owner Representative or the Servicer may from time to time reasonably request. The If the Lender has not elected to directly pay such amounts from the Imposition and Insurance Reserve Account in accordance with the terms of the Loan Documents, the Manager shall arrange for the payment (from the Operating Account) of all such real estate and personal property taxes, Insurance Premiums Ground Lease payments and other Operating Expenses payable by the Asset Entities insurance premiums as the same become due and payable out of and request the Servicer to disburse such amounts to the Operating Account from funds available for that purpose in the Impositions Imposition and Insurance Reserve Account (in Account. The Manager shall arrange for the manner contemplated by Section 4.03 payment of the Indenture) or all other Operating Expenses to be made from the Operating Account, as applicable. All Operating Expenses will be funded through funds then on deposit in the Impositions Imposition and Insurance Reserve Account (to the extent available for disbursement) or the Operating Account, as applicable, and the Manager shall have no obligation to subsidize, incur, or authorize any Operating Expense that cannot, or will not, not be paid by or through funds then on deposit in the Impositions Imposition and Insurance Reserve Account (to the extent available for disbursement) or the Operating Account. If the Manager determines that the funds on deposit in the Impositions Imposition and Insurance Reserve Account (to the extent available for disbursement) and the Operating Account are not sufficient to pay all Operating Expenses related to the Tenant Site Assets Sites as the same shall become due and payable, the Manager shall notify the Issuer, the Servicer Owner Representative and the Indenture Trustee Lender of the amount of such deficiency and, and (subject to the applicable provisions of the Indenture and other Transaction Loan Documents, ) the Obligors Owners shall deposit the amount of such deficiency therein as soon as practicable. In the event of any such deficiency, the Manager may, in its sole discretion and in accordance with the Indenturediscretion, elect to pay such Operating Expenses out of its own funds, but shall have no obligation to do so. The ObligorsOwners, jointly and severally, shall (subject to the applicable provisions of the Loan Documents) be obligated to pay or reimburse the Manager for all such Operating Expenses paid by the Manager out of its own funds together with interest thereon at the Prime Rate (as such terms is defined in the Trust and Servicing Agreement) on an Actual/360 Basis, payable as an Additional Issuer Expense in accordance with Section 5.01(a)(iii) of the Indenture, and such reimbursement obligation shall survive the expiration of the termination of this Agreement).