Operating Budgets. Not later than the commencement of each Lease Year, Lessee shall have prepared and submitted to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) to prepare and submit to Lessor for its approval the Operating Budget for the Lease Year following the Shortfall Year (the "M&R CURE YEAR"), at the same time as, and according to the procedure herein provided for, review and approval of the Annual Budget for such subsequent Lease Year, and (ii) without limiting the generality of the foregoing, to include in such Operating Budget Lessee's good faith reasonable estimate of Gross Operating Expenses for the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion).
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Samples: Lease Agreement (Bristol Hotels & Resorts Inc), Lease Agreement (Felcor Lodging Trust Inc)
Operating Budgets. Not later than the commencement of each Lease Year, Lessee shall have prepared and submitted to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) The Borrower shall prepare, or cause to prepare be prepared, for each fiscal year of the Borrower and each Wholly Owned Opco an operating and capital expense budget setting forth the anticipated revenues and Operating Expenses (including expenses for Non-Covered Services) of each such Relevant Party for such fiscal year; provided that the Borrower shall update such budget prior to any Permitted Fund Disposition and any acquisition or formation of any Partnership Flip Fund, Inverted Lease Fund, tax equity [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. fund (that is not a Partnership Flip Fund or an Inverted Lease Fund), or a Wholly Owned Holdco or a Wholly Owned Opco permitted under Section 2.05. The initial operating budget for 2016 is attached as Exhibit L hereto. For each succeeding fiscal year (commencing with 2017), the Borrower shall, not later than forty-five (45) days prior to the end of the current fiscal year (commencing in 2016), submit such Operating Budget to Lessor the Administrative Agent for its approval (in consultation with the Independent Engineer); provided that the approval of the Administrative Agent shall be deemed to be given if (A) the Operating Expenses set forth in the Operating Budget do not exceed 20% in the aggregate over the amount budgeted for such Operating Expenses of the Borrower and the Wholly Owned Opcos in the then-current Base Case Model for the Lease Year following applicable year, provided, further, that, even if such 20% threshold is exceeded, the Shortfall Year (Administrative Agent’s approval shall also be deemed to be given if the "M&R CURE YEAR"), at Operating Expenses in respect of Non-Covered Services set forth in the same time as, and according to the procedure herein provided for, review and approval Operating Budget on a per kW DC basis in respect of the Annual Budget Projects owned by the Wholly Owned Opcos are not more than $15 per kW DC in the aggregate over the amount budgeted for such subsequent Lease Year, Operating Expense in respect of such Projects owned by the Wholly Owned Opcos in the then-current Base Case Model for the applicable year and (iiB) without limiting the generality of the foregoing, to include in such Operating Budget Lessee's good faith reasonable estimate of Gross Operating Expenses is otherwise consistent with the then-current Base Case Model for the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion)applicable year.
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Operating Budgets. Not later than the commencement of each Lease Year, Lessee shall have prepared and submitted to Lessor an operating budget in form reasonably acceptable to Lessor (the "OPERATING BUDGET") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSE") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEAR") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM M&R"), notwithstanding the foregoing provisions of this Section 4.2, Lessee shall be obligated (i) The Borrower shall prepare, or cause to prepare be prepared, for each fiscal year of the Borrower and each Wholly Owned Opco an operating and capital expense budget setting forth the anticipated revenues and Operating Expenses (including expenses for Non-Covered Services) of each such Relevant Party for such fiscal year; provided that the Borrower shall update such budget prior to any Permitted Fund Disposition and any acquisition or formation of any Partnership Flip Fund, Inverted Lease Fund, tax equity fund (that is not a Partnership Flip Fund or an Inverted Lease Fund), or a Wholly Owned Holdco or a Wholly Owned Opco permitted under Section 2.05. The initial operating budget for 2016 is attached as Exhibit L hereto. For each succeeding fiscal year (commencing with 2017), the Borrower shall, not later than forty-five (45) days prior to the end of the current fiscal year (commencing in 2016), submit such Operating Budget to Lessor the Administrative Agent for its approval (in consultation with the Independent Engineer); provided that the approval of the Administrative Agent shall be deemed to be given if (A) the Operating Expenses set forth in the Operating Budget do not exceed 20% in the aggregate over the amount budgeted for such Operating Expenses of the Borrower and the Wholly Owned Opcos in the then-current Base Case Model for the Lease Year following applicable year, provided, further, that, even if such 20% threshold is exceeded, the Shortfall Year (Administrative Agent’s approval shall also be deemed to be given if the "M&R CURE YEAR"), at Operating Expenses in respect of Non-Covered Services set forth in the same time as, and according to the procedure herein provided for, review and approval Operating Budget on a per kW DC basis in respect of the Annual Budget Projects owned by the Wholly Owned Opcos are not more than $15 per kW DC in the aggregate over the amount budgeted for such subsequent Lease Year, and (ii) without limiting Operating Expense in respect of such Projects owned by the generality of Wholly Owned Opcos in the foregoing, to include in such Operating Budget Lessee's good faith reasonable estimate of Gross Operating Expenses then-current Base Case Model for the Hotel for such M&R Cure Year, itemized on schedules on a monthly applicable year and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R such [***] Confidential treatment has been requested for the M&R Shortfall Year, together bracketed portions. The confidential redacted portion has been omitted and filed separately with the assumptions, in narrative form, forming Securities and Exchange Commission. Operating Budget is otherwise consistent with the basis of such schedules (unless Lessor agrees to a lesser amount in then-current Base Case Model for the exercise of its reasonable discretion)applicable year.
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Operating Budgets. Not later than the commencement of each Lease Year, Lessee shall have prepared and submitted to Lessor an the operating budget in substantially the form reasonably acceptable to Lessor attached hereto as Exhibit "F" (the "OPERATING BUDGETOperating Budget") for that Lease Year prepared in accordance with the Uniform System to the extent applicable and that includes, without limitation, an amount equal to not less than four and one-half percent (4.5%) of estimated Gross Revenues allocated for estimated cost ("M&R EXPENSEExpense") of maintenance and repairs (other than Capital Improvements) to the Hotel during such Lease Year. Unless required by the terms of any Franchise Agreement, Lessee shall not make any changes to the current methods or categories by which Gross Revenues are budgeted or accounted for by Lessee or its Manager in its Revenue Budget for calendar year 1998 without the prior written consent of Lessor, which consent shall not be unreasonably withheld. In the event that the amount actually incurred by Lessee for M&R Expense for the Hotel for any Lease Year (the "M&R SHORTFALL YEARShortfall Year") is less than four and one-half percent (4.5%) of Gross Revenues for such Lease Year ("MINIMUM Minimum M&R"), notwithstanding the foregoing provisions of this Section 4.218.2, Lessee shall be obligated (i) to prepare and submit to Lessor for its approval the Operating Budget for the Lease Year following the Shortfall Year (the "M&R CURE YEARCure Year"), at the same time as, and according to the procedure herein provided for, review and approval of the Annual Budget for such subsequent Lease Year, and (ii) without limiting the generality of the foregoing, to include in such Operating Budget Lessee's good faith reasonable estimate of Gross Operating Expenses for the Hotel for such M&R Cure Year, itemized on schedules on a monthly and quarterly basis, in accordance with the Uniform System and as approved by Lessor and Lessee, including without limitation an amount, allocated for M&R Expense equal to not less than the sum of (A) four and one-half percent (4.5%) of estimated Gross Revenues, plus (B) the amount by which Lessee failed to incur Hotel M&R Expense at least equal to the Minimum M&R for the M&R Shortfall Year, together with the assumptions, in narrative form, forming the basis of such schedules (unless Lessor agrees to a lesser amount in the exercise of its reasonable discretion).the
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