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 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

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 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 orDevelopment Management 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 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 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 oror 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 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.

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 oror 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 Preferred Partner for approval. After a draft annual Operating Budget has been approved, the General Partner shall use diligent good faith efforts to implement the Operating Budget on behalf of 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 Preferred 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 be2002. Each If an Operating Budget is not approved by the Preferred Partner by the acquisition date of the Project, the General Partner may incur commercially reasonable expenses to 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 Preferred 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 Preferred 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 Preferred 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 Preferred Partner to review the Operating Budget, the Preferred 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 Preferred 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 Preferred Partner specifically consents thereto 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 orwriting.

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 shall require a Majority Vote. A Management Committee approved Operating Budget may be amended from time to time during the applicable year by a Majority Vote in accordance with the provisions of this Agreement. Each Operating Budget shall separately identify the estimated Operating Expenses and recommended levels of Working Capital in accordance with Section 5.1.3. Each Operating Budget will follow the Uniform System of Accounts and 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 ensuing full or partial fiscal year, as applicable Fiscal Years in the case may befive (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 orBusiness Days after its approval.

Operating Budgets. Manager The Partnership shall operate under annual Operating Budgets which shall be prepared in accordance with the Property Management Subcontract; provided, that if the Property Management Subcontract is not in effect then the Operating Budgets shall be prepared by the General Partner and approved by a Partnership Vote. After an annual Operating Budget has submitted been approved, the General Partner shall implement it on behalf of the Partnership (including in accordance with the Property Management Subcontract) and may cause the Partnership to Owner, for Owner's approval, a proposed operating budget for incur the ensuing full expenditures and obligations therein provided. The General Partner shall submit (or partial fiscal year, as request the case may be ("Operating Budget"). Hereafter, Manager shall, not less than forty-five (45manager of the Property to submit) days prior to the commencement of each full fiscal year, submit to Owner, for Owner's approval, a Class A Limited Partners any proposed Operating Budget for the ensuing full or partial fiscal year, as the case may be. Each Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered each calendar year by the Operating Budget. The business plan shall include, without limitation, an analysis November 15 of the market area in which the Hotel competes, a comparison preceding calendar year. Provided that each 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 Class A Limited Partners receives the proposed Operating Budget for each calendar year by November 15 of the preceding calendar year, together with all supporting information necessary for the Class A Limited Partners to review the Operating Budget, each Class A Limited Partner will approve, reject, or provide changes to the Operating Budget by December 15 of the year in which the proposed Operating Budget was submitted to the Class A Limited Partners. 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; PROVIDED, HOWEVER, that no payments or reimbursements to any Partner or any of their Affiliates (other than any payments of the disputed items in Asset Management Fee and/or the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing Alternate Asset Management Fee, payments pursuant to the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed Property Management Subcontract and the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics Leasing Agreement, payment of the United States Department of Laborsales commission pursuant to Section 4.8(d), U.S. City Average, all items (1984-1986=100) for the fiscal year prior and reimbursements to the fiscal year General Partner for out-of-pocket expenses incurred in connection 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 Property and in accordance with the preceding sentence previous Operating Budget) nor capital expenditures (other than deposits into Reserves) shall be deemed to be made by the Partnership for that year until an Operating Budget in effect until for such time as Manager and Owner have resolved the items objected to year is approved, unless otherwise approved by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables ora Partnership Vote.

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 , 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 budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to by Owner for any Plant or the Accountant(sProject is not approved by the Required Lenders, the Borrowers may use a budget that is consistent with the Financial Model as of the date hereof (or any updated Financial Model that has been approved by the Required Lenders) (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 until an initial Operating Budget in the manner and within the time period provided thereforis approved, and Owner and Manager are unable the Borrowers shall work diligently to resolve the disputed or objectionable matters submitted by Owner prior prepare an initial Operating Budget that is acceptable 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 orRequired Lenders.

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 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 orDevelopment Management Agreement).

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 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 orDevelopment Management Agreement).