Common use of Budgets Clause in Contracts

Budgets. (a) Contemporaneously with the execution and delivery of this Agreement, the Board has acknowledged its approval of a consolidated property-level budget (the “Property Roll-Up Budget”) and a consolidated corporate budget (the “Corporate Budget”) for the year ending December 31, 2018. With respect to each subsequent fiscal year, Service Provider shall prepare and provide a Property Roll-Up Budget and Corporate Budget to the Board for approval not later than December 1 of the prior fiscal year (until approved pursuant to this Section 16(a), each, a “Budget” and, once approved, an “Approved Budget”). (b) If the Board fails to approve a proposed Budget (or a particular portion thereof) for any fiscal year prior to the first day of such fiscal year, Service Provider shall manage the Company in accordance with the portion of the proposed Budget that was approved by the Board and, in relation to the portion that was not approved, in accordance with the corresponding portion of the Approved Budget of such Property or the Company, as applicable, for the immediately preceding Fiscal Year, except that the applicable portion of such preceding Approved Budget shall be adjusted to reflect (i) in relation to expenses not within the reasonable control of the Company, the actual amount of such expenses; and (ii) in relation to expenses within the reasonable control of the Company, an increase of five percent (5%) over the amount set out in such preceding Approved Budget. (c) Service Provider agrees to manage the Company in accordance with the Approved Budgets; provided, that Service Provider may vary from the limitations set forth in any Approved Budget (i) in relation to expenditures not reasonably within the control of the Company or expenditures incurred under such circumstances as Service Provider shall reasonably and in good ▇▇▇▇▇ ▇▇▇▇ to be an emergency necessary for the preservation or safety of the Company or the Properties, in such amounts as are reasonably necessary in Service Provider’s good faith judgment and (ii) in relation to expenditures reasonably within the control of the Company, to the extent that (A) any expenditure does not cause aggregate expenditures for the relevant line item in such Approved Budget to exceed the aggregate amount budgeted for such item by more than ten percent (10%) of the amount set forth in such Approved Budget and (B) the aggregate of such controllable expenditures does not exceed one hundred eight percent (108%) of the sum of the line items for controllable expenditures in the Approved Budget. (d) During each calendar year, Service Provider shall, as part of its quarterly reporting to the Board, report line item variances against the applicable Approved Budget and provide a reconciliation of actual expenditures to amounts set forth in the applicable Approved Budget. In the event that Service Provider proposes to make any expenditures in excess of the amounts permitted in Section 16(c), Service Provider shall prepare and submit to the Board a statement setting forth the details of the proposed expenditure and the reasons therefor, together with an explanation of the variance as it relates to the applicable Approved Budget. The Board shall be deemed to have approved such expenditure unless it shall have affirmatively disapproved such expenditure in writing within ten (10) business days after Service Provider shall have delivered such statement to the Board.

Budgets. (a) Contemporaneously with By ** of each calendar year following the execution and delivery of this AgreementEffective Time, the Board has acknowledged its approval of a consolidated property-level budget (the “Property Roll-Up Budget”) and a consolidated corporate budget (the “Corporate Budget”) for the year ending December 31, 2018. With respect to each subsequent fiscal year, Service Provider Operator shall prepare and provide a Property Roll-Up Budget submit the following budgets and Corporate Budget forecasts for the upcoming year (to the extent such budgets or forecasts are applicable to such upcoming year) to the Board for approval not later than December 1 and to the appropriate Members for Requisite Member Approval in accordance with Section 6.12: (a) (i) an operating expenditure oversight budget, which shall consist of the prior fiscal year operating expenditure budget broken down by general categories of expenses for categories exceeding an aggregate **; (until approved pursuant ii) a capital expenditure budget which shall include, to this Section 16(a)the extent applicable, eachmaintenance capital expenditures and growth capital expenditures; (iii) a cost of goods sold budget or forecast; (iv) a volume budget or forecast; (v) a revenue budget or forecast; and (vi) a forecast of distributions or capital contributions (collectively, a the “Budget” and, once approved, an “Approved Proposed Budget”). (b) The Board and the Members with Requisite Member Approval Rights shall have 15 days to review and to either approve or to reject the Proposed Budget, in whole or in part. Any rejection of the Proposed Budget in whole or in part must be made in good faith, based on commercially reasonable standards and submitted in writing to the Board, the other Members with Requisite Member Approval rights and the Operator and must describe proposed modifications in reasonable detail (a “Budget Rejection Notice”). If a Budget Rejection Notice is not received within the requisite 15 day period, then the Proposed Budget will be deemed to be approved in all respects. If a Budget Rejection Notice is received within the requisite 15 day period, the Operator, the Board fails and the Members with Requisite Member Approval rights to approve the Proposed Budget will work together in good faith to promptly resolve the issues identified in a proposed Budget (or a particular portion thereof) for any fiscal year mutually agreeable manner and, if such dispute is not resolved prior to the commencement of the calendar year to which the Proposed Budget relates, the Approved Budget for the prior calendar year, increased by the percentage increase in the CP Index since the first day of such fiscal the previous calendar year, Service Provider shall manage be in effect until such dispute is resolved. If such dispute is not resolved by January 30th of the Company calendar year to which the Proposed Budget relates, such dispute shall be submitted to arbitration pursuant to Section 6.15(e) below. The Proposed Budget as approved, or as deemed approved, by the Board and Requisite Member Approval in accordance with Section 6.12, and as modified in accordance with Section 6.15(c) below, is referred to herein as an “Approved Budget.” (c) Subject to the portion remaining provisions of this clause (c), the Operator shall update the Approved Budget from time to time to reflect amendments or modifications that the Operator deems necessary or appropriate, and shall promptly provide such updates to the Board; provided that any material deviations which require the consent of the proposed Board or Requisite Member Approval in accordance with Section 6.12(c) shall not become part of the Approved Budget that was unless approved by the Board and, in relation to the portion that was not approved, in accordance with the corresponding portion of the Approved Budget of such Property or the Company, as applicable, for the immediately preceding Fiscal Year, except that the applicable portion of such preceding Approved Budget shall be adjusted to reflect (i) in relation to expenses not within the reasonable control of the Company, the actual amount of such expenses; and (ii) in relation to expenses within the reasonable control of the Company, an increase of five percent (5%) over the amount set out in such preceding Approved Budget. (c) Service Provider agrees to manage the Company in accordance with the Approved Budgets; provided, that Service Provider may vary from the limitations set forth in any Approved Budget (i) in relation to expenditures not reasonably within the control of the Company or expenditures incurred under such circumstances as Service Provider shall reasonably and in good ▇▇▇▇▇ ▇▇▇▇ to be an emergency necessary for the preservation or safety of the Company or the Properties, in such amounts as are reasonably necessary in Service Provider’s good faith judgment and (ii) in relation to expenditures reasonably within the control of the Company, to the extent that (A) any expenditure does not cause aggregate expenditures for the relevant line item in such Approved Budget to exceed the aggregate amount budgeted for such item by more than ten percent (10%) of the amount set forth in such Approved Budget and (B) the aggregate of such controllable expenditures does not exceed one hundred eight percent (108%) of the sum of the line items for controllable expenditures in the Approved BudgetRequisite Member Approval. (d) During each calendar year, Service Provider shall, as part of its quarterly reporting to the Board, report line item variances against the applicable Once a Proposed Budget or material deviations from an Approved Budget pursuant to Section 6.12(c) have been approved by the Board and provide a reconciliation of actual expenditures have received Requisite Member Approval pursuant to amounts set forth in Section 6.12, each Member that has the applicable right to approve such Proposed Budget (or deviations from an Approved Budget. In ) shall at the event that Service Provider proposes to make any expenditures in excess time of the amounts permitted in Section 16(c)approval, Service Provider shall prepare and submit give notice to the Board of their intent to fund any budget item to the extent that such item would require the Board to make a statement setting forth Capital Call in order to fund such budget item. (e) The binding arbitration shall be administered by the details American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules (the “Rules”). The “Arbitration Panel” shall consist of three members. The Class A Members and the Class B Members, acting by the vote of Members holding Class A Interests or Class B Interests with an aggregate Class A Percentage Interest or Class B Percentage Interest, respectively, equal to or exceeding 50% shall appoint one member of the proposed expenditure Arbitration Panel. The third member of the Arbitration Panel shall be chosen by the appointed members and shall act as chairman of the Arbitration Panel. Should any arbitrator fail to be appointed in accordance with the foregoing, then such arbitrator shall be appointed by the AAA in accordance with the Rules. The arbitration shall be held in Houston, Texas, and the reasons thereforproceeding shall be conducted and concluded as soon as reasonably practicable, together with an explanation based upon the schedule established by the Arbitration Panel, but in any event the decision of the variance as it relates Arbitration Panel shall be rendered within 90 days following the selection of the chairman of the Arbitration Panel. The decision of the Arbitration Panel shall be final and binding upon the Company and the Members. Judgment upon the award rendered by the Arbitration Panel may be entered in, and enforced by, any court of competent jurisdiction. Each class of Members shall bear its own expenses related to the applicable Approved Budgetarbitration, including its attorneys’ fees and the fees and expenses of the arbitrator it appointed. The Board Each class of Members shall be deemed to have approved such expenditure unless it shall have affirmatively disapproved such expenditure in writing within ten (10) business days after Service Provider shall have delivered such statement to pay 50% of the Boardfees and expenses of the chairman of the Arbitration Panel.

Budgets. (a) Contemporaneously with The Members shall, by written resolution, Approve a Prospective Project Budget (if appropriate), a Pre-Construction Budget and a Development Budget for a Project, which Budgets the execution Members acknowledge are subject to change only as Approved by the Members. The Development Budget is intended to cover all expenditures of the Project through the completion of construction of the Project, including, without limitation, those expenditures included in a Pre-Construction Budget and delivery of this AgreementProspective Project Budget for such Project. No later than sixty (60) calendar days prior to the Project Completion Date, the Board has acknowledged its approval of Operating Member shall submit to the Non-Operating Member a consolidated property-level budget (the “Property Roll-Up Budget”) and a consolidated corporate budget (the “Corporate Budget”) proposed Operating Budget for the year ending December 31then remaining Fiscal Year covering anticipated expenses of the Company in owning, 2018operating and maintaining the Project. With respect to each subsequent fiscal year, Service Provider shall prepare and provide a Property Roll-Up Budget and Corporate Budget No later than sixty (60) days prior to the Board commencement of each Fiscal Year the Operating Member shall submit to the Non-Operating Member a proposed Operating Budget for approval not later than December such Fiscal Year for the Project. Further, projections of current Fiscal Year expenditures shall be prepared by the Operating Member and submitted to the Non-Operating Member on June 1 and November 1 of the prior fiscal year (until approved pursuant to this Section 16(a), each, a “Budget” and, once approved, an “Approved Budget”)each Fiscal Year. (b) After submission of the proposed Operating Budgets to the Non-Operating Member, the following procedures shall be followed in adopting such Operating Budgets: (i) Within twenty (20) calendar days after the proposed Operating Budgets are submitted to the Non-Operating Member, the Non-Operating Member shall either approve each such proposed Operating Budget or notify the Operating Member of any proposed revisions therein that it deems necessary. If the Board Non-Operating Member fails to approve or reject any proposed Operating Budget or to make proposed revisions thereto within thirty (30) calendar days after it is submitted to the Non-Operating Member, such proposed Operating Budget shall be deemed approved and shall thereafter constitute the "Operating Budget" for the Fiscal Year in question for all purposes hereof. Any objections to the proposed Operating Budget must be made on a line item basis, and any line items not objected to shall be deemed approved. (ii) If the Non-Operating Member approves a proposed Operating Budget, or the Non-Operating Member makes proposed revisions thereto and the Operating Member does not make objections to such proposed revisions within ten (10) calendar days after it receives them, such proposed Operating Budget, and revisions if any, shall be deemed approved and shall be deemed thereafter to constitute the "Budget" for the Fiscal Year in question for all purposes hereof. (iii) If the Operating Member makes any objection to any proposed revisions to any proposed Operating Budget, the Members shall cooperate with each other to resolve any questions with respect to such proposed revisions and shall use their best efforts to agree upon such Operating Budget (or a particular portion thereof) for any fiscal year the Fiscal Year in question prior to the first day beginning of the Fiscal Year to which such fiscal yearOperating Budget relates. If the Members fail to agree upon an Operating Budget for any Fiscal Year prior to the commencement thereof, Service Provider then, pending final resolution of any dispute in the manner provided herein, the Operating Member shall manage continue to manage, maintain, supervise, direct, and operate the Company activities for which such Operating Budget was proposed in accordance with the portion of the proposed approved Operating Budget that was approved by the Board andfor such activities or asset(s), in relation to the portion that was not approved, in accordance with the corresponding portion of the Approved Budget of such Property or the Company, as applicableif any, for the immediately preceding previous Fiscal Year, Year until a new Operating Budget is approved; except that the applicable portion of such preceding Approved Budget Operating Member shall be adjusted authorized during any interim period to reflect (i) in relation to expenses reasonably exceed the prior year's budgeted amounts for interest payments, taxes, utility charges, insurance and other items not within the reasonable control of the Company, Company as well as for increases in contract services and personnel costs to the actual amount extent required to maintain the same level of such expenses; and (ii) in relation to expenses within service provided during the reasonable control of the Company, an increase of five percent (5%) over the amount set out in such preceding Approved Budgetprevious Fiscal Year. (c) Service Provider agrees The Operating Member may from time to manage the Company in accordance with the Approved Budgets; provided, that Service Provider may vary from the limitations set forth in any Approved Budget (i) in relation to expenditures not reasonably within the control of the Company or expenditures incurred under such circumstances as Service Provider shall reasonably and in good ▇▇▇▇▇ ▇▇▇▇ to be an emergency necessary for the preservation or safety of the Company or the Properties, in such amounts as are reasonably necessary in Service Provider’s good faith judgment and (ii) in relation to expenditures reasonably within the control of the Company, to the extent that (A) any expenditure does not cause aggregate expenditures for the relevant line item in such Approved Budget to exceed the aggregate amount budgeted for such item by more than ten percent (10%) of the amount set forth in such Approved Budget and (B) the aggregate of such controllable expenditures does not exceed one hundred eight percent (108%) of the sum of the line items for controllable expenditures in the Approved Budget. (d) During each calendar year, Service Provider shall, as part of its quarterly reporting to the Board, report line item variances against the applicable Approved Budget and provide a reconciliation of actual expenditures to amounts set forth in the applicable Approved Budget. In the event that Service Provider proposes to make any expenditures in excess of the amounts permitted in Section 16(c), Service Provider shall prepare and time submit to the Board a statement setting forth Non-Operating Member revisions to an approved Budget for its approval. The Non-Operating Member shall promptly reject or approve the details of same or make such changes to the proposed expenditure and the reasons therefor, together with an explanation of the variance proposal as it relates to the applicable Approved Budgetmay deem reasonably necessary and proper. The Board proposal, as finally approved or changed by the Members, shall be deemed to have approved incorporated into and become part of such expenditure unless it shall have affirmatively disapproved such expenditure Budget for the remaining period in writing within ten (10) business days after Service Provider shall have delivered such statement to the Boardquestion.

Budgets. (a) Contemporaneously with The Company shall, by Approval of the execution Parties, establish a Company Budget and delivery a Pre-Construction Budget and a Development Budget for each Project, which Budgets the Parties acknowledge are subject to change only as Approved by the Parties. The Development Budget is intended to cover all expenditures of this Agreementa Project through the completion of construction of such Project, including, without limitation, those expenditures included in a Pre-Construction Budget for such Project. No later than sixty (60) calendar days prior to the Project Completion Date, the Board has acknowledged its approval of Company shall submit to the Parties a consolidated property-level budget (the “Property Roll-Up Budget”) and a consolidated corporate budget (the “Corporate Budget”) proposed Operating Budget for the year ending December 31then remaining Fiscal Year covering anticipated expenses of the Company in owning, 2018operating and maintaining such Project. With respect to each subsequent fiscal year, Service Provider shall prepare and provide a Property Roll-Up Budget and Corporate Budget No later than sixty (60) days prior to the Board commencement of each Fiscal Year the Company shall submit to the Parties a proposed Operating Budget for approval not later than December 1 of the prior fiscal year (until approved pursuant to this Section 16(a), each, a “Budget” and, once approved, an “Approved Budget”)such Fiscal Year for such Project. (b) After submission of the proposed Operating Budgets to the Parties, the following procedures shall be followed in adopting such Operating Budgets: (i) Within twenty (20) calendar days after the proposed Operating Budgets are submitted to the Parties, the Parties shall either approve each such proposed Operating Budget or notify the Company of any proposed revisions therein that they deem necessary. If the Board fails Parties fail to approve or reject any proposed Operating Budget or to make proposed revisions thereto within twenty (20) calendar days after it is submitted to the Parties, such proposed Operating Budget shall be deemed approved and shall thereafter constitute the “Operating Budget” for the Fiscal Year in question for all purposes hereof Any objections to the proposed Operating Budget must be made on a line item basis, and any line items not objected to shall be deemed Approved by the Parties. (ii) If the Parties approve a proposed Operating Budget, or the Parties agree oil proposed revisions thereto, such proposed Operating Budget, and revisions if any, shall be deemed Approved by the Parties and shall be deemed thereafter to constitute the “Operating Budget” for the Fiscal Year in question for all purposes hereof. (iii) If any Party makes any objection to any proposed revisions to any proposed Operating Budget, the Parties shall cooperate with each other to resolve any questions with respect to such proposed revisions and shall use their best efforts to agree upon such Operating Budget (or a particular portion thereof) for any fiscal year the Fiscal Year in question prior to the first day beginning of the Fiscal Year to which such fiscal yearOperating Budget relates. If the Parties fail to agree upon an Operating Budget for any Fiscal Year prior to the commencement thereof, Service Provider shall manage then, pending final resolution of any dispute in the manner provided herein, the Company shall continue to manage, maintain, supervise, direct, and operate the activities for which such Operating Budget was proposed until a new Operating Budget is approved in accordance with the portion lesser of (x) the proposed Budget that was approved by the Board andOperating Budget, in relation to the portion that was not approved, in accordance with the corresponding portion of the Approved Budget of such Property or the Company, as applicableif any, for the immediately preceding previous Fiscal Year, Year or (y) the proposed Operating Budget; except that the applicable portion of such preceding Approved Budget Company shall be adjusted authorized during any interim period to reflect (i) in relation to pay related expenses which reasonably exceed the prior year’s budgeted amounts for interest payments, taxes, utility charges, insurance and other items not within the reasonable control of the Company, Company as well as for increases in contract services and personnel costs to the actual amount extent required to maintain the same level of such expenses; and (ii) in relation to expenses within service provided during the reasonable control of the Company, an increase of five percent (5%) over the amount set out in such preceding Approved Budgetprevious Fiscal Year. (c) Service Provider agrees The Company may from time to manage the Company in accordance with the Approved Budgets; provided, that Service Provider may vary from the limitations set forth in any Approved Budget (i) in relation to expenditures not reasonably within the control of the Company or expenditures incurred under such circumstances as Service Provider shall reasonably and in good ▇▇▇▇▇ ▇▇▇▇ to be an emergency necessary for the preservation or safety of the Company or the Properties, in such amounts as are reasonably necessary in Service Provider’s good faith judgment and (ii) in relation to expenditures reasonably within the control of the Company, to the extent that (A) any expenditure does not cause aggregate expenditures for the relevant line item in such Approved Budget to exceed the aggregate amount budgeted for such item by more than ten percent (10%) of the amount set forth in such Approved Budget and (B) the aggregate of such controllable expenditures does not exceed one hundred eight percent (108%) of the sum of the line items for controllable expenditures in the Approved Budget. (d) During each calendar year, Service Provider shall, as part of its quarterly reporting to the Board, report line item variances against the applicable Approved Budget and provide a reconciliation of actual expenditures to amounts set forth in the applicable Approved Budget. In the event that Service Provider proposes to make any expenditures in excess of the amounts permitted in Section 16(c), Service Provider shall prepare and time submit to the Board a statement setting forth Parties revisions to an approved Operating Budget for their approval. The Parties shall promptly reject or approve the details of the proposed expenditure and the reasons therefor, together with an explanation of the variance as it relates same or make such changes to the applicable Approved Budget. The Board proposal as they may deem reasonably necessary and proper within the time frame contemplated by subparagraph (b) hereof If the Parties fail to approve or reject any proposed revisions or to suggest additional modifications thereto within twenty (20) calendar days after submittal to the Parties, then such revisions shall be deemed to have Approved by the Parties. The proposal, as finally approved or changed by the Parties, shall be incorporated into and become part of such expenditure unless it shall have affirmatively disapproved such expenditure Budget for the remaining period of the Fiscal Year in writing within ten (10) business days after Service Provider shall have delivered such statement to the Boardquestion.

Budgets. (a) Contemporaneously with The Company Parties hereby delegate to the execution Service Provider the authority to prepare and delivery propose any budget for the Company and to implement any Approved Budget. The Initial Budget shall be the Approved Budget of this Agreement, the Board has acknowledged its approval Company until the adoption of a consolidated property-level budget (the “Property Roll-Up Budget”) and a consolidated corporate budget (the “Corporate Budget”) for the year ending December 31, 2018. With respect to each subsequent fiscal year, Service Provider shall prepare and provide a Property Roll-Up Approved Budget and Corporate Budget to the Board for approval not later than December 1 of the prior fiscal year (until approved pursuant to this Section 16(a), each, a “Budget” and, once approved, an “Approved Budget”)3.7. (b) If At least 30 days prior to the Board fails commencement of any fiscal year starting with the fiscal year ended 2024, the Service Provider shall submit to approve the Company a proposed budget setting forth the Service Provider’s estimate of the Company Costs anticipated to be required in connection with the Services and the Company’s operations for such succeeding fiscal year (the “Proposed Budget”). If a Proposed Budget (or a particular portion thereof) is not approved for any fiscal year, then the Approved Budget for the prior fiscal year prior shall be deemed to also apply for such subsequent fiscal year. (c) The General Partner shall review any Proposed Budget and promptly take whatever action may be necessary (including calling a meeting of its board of directors) to approve, reject or make such revisions thereto as the first day Board may agree to be necessary and proper within twenty (20) days of the receipt of such fiscal yearProposed Budget. If a Proposed Budget is approved by the Board, then such Proposed Budget shall be deemed thereafter to constitute the then-applicable “Approved Budget” for all purposes hereof. (d) At the beginning of each Billing Period, the Service Provider shall manage furnish to the Company in accordance with the portion of the any proposed Budget that was approved by the Board and, in relation revisions to the portion that was not approved, in accordance with the corresponding portion of the Approved Budget based upon updates to the Company Costs anticipated by the Service Provider to be required in connection with the operation of the Business and the provision of Services. The General Partner shall review any such Property proposed revisions and promptly take whatever action may be necessary (including calling a meeting of the Board) to cause the Board to approve, reject or make such revisions thereto as the CompanyCompany Parties may agree to be necessary and proper. If such revisions are approved, as applicable, for the immediately preceding Fiscal Year, except that the applicable portion of such preceding Approved Budget they shall be adjusted deemed thereafter to reflect (i) in relation to expenses not within be incorporated into the reasonable control of the Company, the actual amount of such expenses; and (ii) in relation to expenses within the reasonable control of the Company, an increase of five percent (5%) over the amount set out in such preceding then-applicable Approved Budget. (ce) Service Provider agrees to manage Each Approved Budget shall supersede all prior Approved Budgets, and, a prior calendar year’s Approved Budget shall apply until the Company approval of a new Approved Budget in accordance with the Approved Budgets; provided, that Service Provider may vary from the limitations set forth in any Approved Budget (i) in relation to expenditures not reasonably within the control terms of the Company or expenditures incurred under such circumstances as Service Provider shall reasonably and in good ▇▇▇▇▇ ▇▇▇▇ to be an emergency necessary for the preservation or safety of the Company or the Properties, in such amounts as are reasonably necessary in Service Provider’s good faith judgment and (ii) in relation to expenditures reasonably within the control of the Company, to the extent that (A) any expenditure does not cause aggregate expenditures for the relevant line item in such Approved Budget to exceed the aggregate amount budgeted for such item by more than ten percent (10%) of the amount set forth in such Approved Budget and (B) the aggregate of such controllable expenditures does not exceed one hundred eight percent (108%) of the sum of the line items for controllable expenditures in the Approved Budgetthis Section 3.7. (d) During each calendar year, Service Provider shall, as part of its quarterly reporting to the Board, report line item variances against the applicable Approved Budget and provide a reconciliation of actual expenditures to amounts set forth in the applicable Approved Budget. In the event that Service Provider proposes to make any expenditures in excess of the amounts permitted in Section 16(c), Service Provider shall prepare and submit to the Board a statement setting forth the details of the proposed expenditure and the reasons therefor, together with an explanation of the variance as it relates to the applicable Approved Budget. The Board shall be deemed to have approved such expenditure unless it shall have affirmatively disapproved such expenditure in writing within ten (10) business days after Service Provider shall have delivered such statement to the Board.

Budgets. (a) Contemporaneously with If a Series B Manager has been designated to the execution and delivery of this AgreementBoard pursuant to Section 6.12(b)(v), the Board has acknowledged its will thereafter promptly prepare and submit a budget for the remainder of such calendar year, and thereafter as of November 15th of any calendar year, for approval in accordance with Section 6.12(c)(i), which shall include (i) an operating expenditure oversight budget; (ii) a capital expenditure budget; (iii) a cost of goods sold budget or forecast; (iv) a consolidated property-level volume budget or forecast; (v) a revenue budget or forecast; and (vi) a forecast of distributions or capital contributions (collectively, the “Property Roll-Up Budget”) and a consolidated corporate budget (the “Corporate Budget”) for the year ending December 31, 2018. With respect to each subsequent fiscal year, Service Provider shall prepare and provide a Property Roll-Up Budget and Corporate Budget to the Board for approval not later than December 1 of the prior fiscal year (until approved pursuant to this Section 16(a), each, a “Budget” and, once approved, an “Approved Proposed Budget”). (ba) If the Board fails to approve a proposed The Proposed Budget (must be approved or a particular portion thereof) for any fiscal year prior to the first day of such fiscal year, Service Provider shall manage the Company in accordance with the portion of the proposed Budget that was approved rejected by the Board and, in relation Series B Manager pursuant to the portion that was not approved, in accordance with the corresponding portion of the Approved Budget of such Property or the Company, as applicable, for the immediately preceding Fiscal Year, except that the applicable portion of such preceding Approved Budget shall be adjusted to reflect (iSection 6.12(c)(i) in relation to expenses not within the reasonable control of the Company, the actual amount of such expenses; and (ii) in relation to expenses within the reasonable control of the Company, an increase of five percent (5%) over the amount set out in such preceding Approved Budget. (c) Service Provider agrees to manage the Company in accordance with the Approved Budgets; provided, that Service Provider may vary from the limitations set forth in any Approved Budget (i) in relation to expenditures not reasonably within the control of the Company or expenditures incurred under such circumstances as Service Provider shall reasonably and in good ▇▇▇▇▇ ▇▇▇▇ to be an emergency necessary for the preservation or safety of the Company or the Properties, in such amounts as are reasonably necessary in Service Provider’s good faith judgment and (ii) in relation to expenditures reasonably within the control of the Company, to the extent that (A) any expenditure does not cause aggregate expenditures for the relevant line item in such Approved Budget to exceed the aggregate amount budgeted for such item by more than ten percent (10%) of the amount set forth in such Approved Budget and (B) the aggregate of such controllable expenditures does not exceed one hundred eight percent (108%) of the sum of the line items for controllable expenditures in the Approved Budget. (d) During each calendar year, Service Provider shall, as part of its quarterly reporting to the Board, report line item variances against the applicable Approved Budget and provide a reconciliation of actual expenditures to amounts set forth in the applicable Approved Budget. In the event that Service Provider proposes to make any expenditures in excess of the amounts permitted in Section 16(c), Service Provider shall prepare and submit to the Board a statement setting forth the details of the proposed expenditure and the reasons therefor, together with an explanation of the variance as it relates to the applicable Approved Budget. The Board shall be deemed to have approved such expenditure unless it shall have affirmatively disapproved such expenditure in writing within ten (10) business days Business Days after Service Provider shall have delivered such statement receipt thereof from the Board; provided that, the Company has provided all supporting information and data as may be reasonably requested by the Series B Manager. Any rejection of the Proposed Budget in whole or in part must be submitted in writing to the BoardBoard and shall describe proposed modifications in reasonable detail (a “Budget Rejection Notice”). If a Budget Rejection Notice is not received within such period, then the Proposed Budget will be deemed to be approved by the Board acting with Requisite Member Approval in all respects. If a Budget Rejection Notice is received by such date, the Board will work together with the Series B Manager in good faith to promptly resolve the issues identified in a mutually agreeable manner. If the Proposed Budget is not approved, or in the event of a dispute if such dispute is not resolved, prior to the commencement of the calendar year to which the Proposed Budget relates, then the Company’s Approved Budget shall consist solely of the amount necessary for the Company and its Subsidiaries to perform all of their obligations for such calendar year under each Approved Contract. A Proposed Budget as approved, or as deemed approved, by the Board in accordance with Section 6.12(a), and as modified from time to time in accordance with this Section 6.15(b), is referred to in this Agreement as an “Approved Budget.” (b) The Board will update the Approved Budget from time to time to reflect amendments or modifications that the Company deems necessary or appropriate, and will promptly provide such updates to the Series B Manager; provided that any deviations which require Requisite Member Approval in accordance with Section 6.12(c)(ii) will not become part of the Approved Budget unless approved by the Series B Manager in accordance therewith.

Budgets. (a) Contemporaneously For each Fiscal Year during the Term and subject to Section 4.1.1(c) with respect to the execution first (1st) Fiscal Year, Manager shall, during the sixty (60) day period prior to the commencement of such Fiscal Year (or earlier, if required by the Condominium Act or the Condominium Instruments), prepare and delivery submit to the Unit Owners Assembly for Approval, a budget satisfying the requirements of the Condominium Instruments and the Condominium Act, including budgetary line items for the Condominium’s share of costs and expenses arising under the By-Laws and for Impositions, the Reserve Account and Reserve Account Obligations and an amount for working capital sufficient to allow Manager to provide the Management Services in accordance with this Agreement, the Board has acknowledged its approval including timely payment of a consolidated property-level budget (the “Property Roll-Up Budget”) and a consolidated corporate budget (the “Corporate Budget”) for the year ending December 31, 2018amounts incurred under this Agreement. With respect to each subsequent fiscal year, Service Provider shall prepare and provide a Property Roll-Up Budget and Corporate Budget to the Board for approval not later than December 1 of the prior fiscal year (until approved pursuant to this Section 16(a), each, a “Budget” and, once approved, an “Approved Budget”). (b) If the Board fails to approve a The proposed Budget (or a particular portion thereof) for any fiscal year prior shall specify the assessments to the first day of such fiscal year, Service Provider shall manage the Company be levied on each Unit Owner in accordance with the portion provisions of the proposed Budget that was approved Condominium Instruments. Each such budget Approved by the Board andUnit Owners Assembly is called the “Budget.” Manager and the Unit Owners Assembly shall use commercially reasonable efforts to complete the Budget for a Fiscal Year at least forty-five (45) days prior to such Fiscal Year. Once the Unit Owners Assembly has Approved the Budget, in relation the Budget shall be distributed to the portion that was not approvedUnit Owners (if and as required by the Condominium Act or the Condominium Instruments), who may object to the Budget in the manner provided in the Condominium Act. If the Unit Owners reject the Budget in accordance with the corresponding portion provisions of the Condominium Act and the Condominium Instruments, the Unit Owners Assembly and Manager shall use commercially reasonable efforts to revise the Budget to address the concerns of the Unit Owners and to Approve a new Budget as soon as reasonably practicable, which shall be subject to such approval as provided in the Condominium Act. Once the Budget has been Approved Budget of such Property or in the Companymanner provided in the Condominium Instruments and Condominium Act, as applicable, it shall form the basis for which all expenditures for the immediately preceding Fiscal Year, except that the applicable portion of such preceding Approved Budget Condominium shall be adjusted to reflect (i) in relation to expenses not within the reasonable control of the Company, the actual amount of such expenses; and (ii) in relation to expenses within the reasonable control of the Company, an increase of five percent (5%) over the amount set out in such preceding Approved Budget. (c) Service Provider agrees to manage the Company in accordance with the Approved Budgetsmade; provided, that Service Provider may vary from the limitations set forth in any Approved Budget (i) in relation to expenditures not reasonably within the control of the Company or expenditures incurred under such circumstances however, Manager shall be allowed, as Service Provider shall reasonably and in good ▇▇▇▇▇ ▇▇▇▇ to be an emergency necessary for the preservation or safety of the Company or the Properties, in such amounts as are reasonably necessary in Service Provider’s good faith judgment and (ii) in relation to expenditures reasonably within the control of the Company, to the extent that (A) any expenditure does not cause aggregate expenditures for the relevant permitted by Applicable Laws, to deviate from each line item in such Approved the Budget to exceed the aggregate amount budgeted for such item by an adverse variance of no more than ten percent (10%) on each line item as long as there is no adverse variance of the amount set forth in such Approved Budget and (B) the aggregate of such controllable expenditures does not exceed one hundred eight more than five percent (1085%) of the sum of the line items for controllable expenditures total expenses in the Approved Budget. (d) During each calendar year, Service Provider shall, as part of its quarterly reporting to the Board, report line item variances against the applicable Approved Budget and provide a reconciliation of actual expenditures to amounts set forth in the applicable Approved Budgetaggregate. In the event that Service Provider proposes Manager anticipates a need to make any additional expenditures in excess of the amounts permitted foregoing variances, Manager shall discuss such needs with the Unit Owners Assembly, and Manager and the Unit Owners Assembly shall jointly consider the need for and Approve revisions to the Approved Budget. In that regard, Manager shall continuously monitor the Budget, and shall provide monthly financial reports to the Unit Owners Assembly which shall include a detailed record of all deposits to and expenditures from the Reserve Account, and should Manager find it necessary to revise the Budget during the course of the Fiscal Year, whether due to an Extraordinary Event, change in Section 16(cbusiness climate, unforeseen capital requirements or for any other reason, Manager will be required to submit such revisions for the balance of the Fiscal Year to the Unit Owners Assembly for the Unit Owners Assembly’s Approval, setting forth in writing the reasons for such revisions and/or the measures to be taken to correct such variance. Manager shall distribute or cause to be distributed a copy of the Budget to all Unit Owners, in accordance with the notice requirements of the Condominium Instruments and the Condominium Act, and shall notify each Unit Owner of its regular assessment arising under that Budget. (b) Subject to the rights of the Unit Owners under the Condominium Act, if Manager and the Unit Owners Assembly (and the Condominium, if and as required by the Condominium Act or the Condominium Instruments) are unable to agree on the Budget prior to the commencement of any Fiscal Year or on any revision of the Budget, and until an agreement is reached (or the Expert has made a decision in the event of a disagreement between the Unit Owners Assembly and Manager), Service Provider the Residential Project shall prepare and submit to be operated on the Board a statement setting forth basis of the details provisions of the proposed expenditure Budget that have been Approved by the Unit Owners Assembly, and the reasons therefor, together with an explanation as to other portions of the variance as it relates to proposed Budget that have not been Approved, on the applicable Approved Budget. The Board basis of the actual expenditures for the prior Fiscal Year, with the following modifications (each of which shall be deemed to be an Approved modification to the last Approved Budget until agreement on all portions of the Budget is reached or the Expert makes a decision on all portions of the Budget): (i) Manager shall have the right to expend for Common Expenses (other than for employee wages and benefits, taxes, insurance and utilities, which are described in clause (ii) and clause (iv) below) amounts that are increased by the annual year-over-year increase in the applicable Inflation Index (or such comparable index as may be utilized in substitution for or as successor to the stated index), but not in excess of fifteen percent (15%) (or such lesser percentage required under Applicable Law including the Condominium Act) higher than the budgeted amount adopted for the immediately preceding Fiscal Year (provided however there shall be no limit on expenditures made to correct conditions that would reasonably result in a threat to the health or safety of the Unit Owners or a significant risk of damage to the Residential Project). (ii) Manager shall have the right to expend such amounts for taxes, insurance and utilities as are actually required to operate the Residential Project and are otherwise permitted by the terms of this Agreement. (iii) Manager shall have the right to expend from the Reserve Account up to the entire amount to be dedicated thereto during such ensuing Fiscal Year as it reasonably deems necessary for the Reserve Account Obligations as provided in Section 6.3 to the extent such expenditures are reasonably necessary or appropriate to comply with Applicable Laws or preserve the Residential Project’s physical structure and the Common Elements of the Residential Project (including Furniture and Equipment therein) to ▇▇▇▇-▇▇▇▇▇▇▇ Standards. (iv) Manager shall have the right to expend the amount for employee wages and benefits that are contained in the Budget (or revision thereof) submitted for such Fiscal Year. (v) Manager shall have the right to expend such amounts in the Budget over which there is no disagreement between the Unit Owners Assembly and Manager. Upon any disagreement over the Budget (or revision thereof) with respect to any Fiscal Year, either the Unit Owners Assembly or Manager shall have the right to refer the matter to an Expert. Subject to and in accordance with this Agreement, the Expert shall decide the appropriate Budget necessary to maintain the ▇▇▇▇-▇▇▇▇▇▇▇ Standards for the Fiscal Year in dispute. (c) Manager and Developer have approved a budget for the first (1st) Fiscal Year (which may be a stub Fiscal Year) of the operation of the Residential Project (the “First Year Budget”). The First Year Budget, a copy of which is attached hereto and made a part hereof as Exhibit B, is hereby adopted by the Unit Owners Assembly on behalf of the Condominium. The First Year Budget shall form the basis for which all expenditures for the operation of the Residential Project shall be made during the first (1st) Fiscal Year of the Residential Project, provided, however, that Manager shall be allowed, as reasonably necessary, to deviate from such expenditure unless it shall have affirmatively disapproved Budget provided that such expenditure deviations do not cause an adverse variance in writing within ten (10) business days after Service Provider shall have delivered such statement to the Boardexcess of those allowed in Section 4.1.1(a).

Budgets. (a) Contemporaneously For each fiscal year commencing with the execution and delivery of this Agreementfiscal year commencing January 1, 2021, the Board has acknowledged Budgeted Expenses to be made by the Company and any of its approval of Subsidiaries for such fiscal year shall be set forth in a consolidated propertyproposed line-level item budget (the a “Property Roll-Up Draft Budget”) and a consolidated corporate budget which shall be adopted by the Board, acting with Super-Majority Board Approval (the “Corporate Budget”) for the year ending December 31, 2018. With respect to each subsequent fiscal year, Service Provider shall prepare and provide a Property Roll-Up Budget and Corporate Budget to the Board for approval not later than December 1 of the prior fiscal year (until approved pursuant to this Section 16(a), each, a “Budget” and, once approvedas adopted, an “Approved Budget”). (b) If the Board fails to approve a proposed Budget (or a particular portion thereof) for any fiscal year prior to the first day of such fiscal year, Service Provider shall manage the Company in accordance with the portion of the proposed Budget that was approved by the Board and, in relation to the portion that was not approved, in accordance with the corresponding portion of the Approved Budget of such Property or the Company, as applicable, for the immediately preceding Fiscal Year, except that the applicable portion of such preceding Approved . Each Draft Budget shall be adjusted to reflect (i) in relation to expenses not within the reasonable control of the Company, the actual amount of such expenses; prepared and (ii) in relation to expenses within the reasonable control of the Company, an increase of five percent (5%) over the amount set out in such preceding Approved Budget. (c) Service Provider agrees to manage the Company in accordance with the Approved Budgets; provided, that Service Provider may vary from the limitations set forth in any Approved Budget (i) in relation to expenditures not reasonably within the control of the Company approved or expenditures incurred under such circumstances as Service Provider shall reasonably and in good ▇▇▇▇▇ ▇▇▇▇ to be an emergency necessary for the preservation or safety of the Company or the Properties, in such amounts as are reasonably necessary in Service Provider’s good faith judgment and (ii) in relation to expenditures reasonably within the control of the Company, to the extent that (A) any expenditure does not cause aggregate expenditures for the relevant line item in such Approved Budget to exceed the aggregate amount budgeted for such item disapproved by more than ten percent (10%) of the amount set forth in such Approved Budget and (B) the aggregate of such controllable expenditures does not exceed one hundred eight percent (108%) of the sum of the line items for controllable expenditures in the Approved Budget. (d) During each calendar year, Service Provider shall, as part of its quarterly reporting to the Board, report line item variances against the applicable Approved Budget and provide a reconciliation of actual expenditures to amounts set forth in the applicable Approved Budget. In the event that Service Provider proposes to make any expenditures in excess of the amounts permitted in Section 16(c)acting with Super-Majority Board Approval, Service Provider as follows: (iv) The Company shall prepare and submit for approval by the Board, acting with Super-Majority Board Approval, a Draft Budget estimating the Budgeted Expenses to be incurred during the next succeeding fiscal year by the Company and/or any of its Subsidiaries. The Draft Budget shall itemize the costs estimated in the Approved Budget by such individual line items as are reasonably requested by the Managers. The Company shall submit a Draft Budget no later than sixty (60) days prior to the Board a statement setting forth the details commencement of the proposed expenditure and the reasons therefor, together with an explanation applicable fiscal year. The officers of the variance as it relates to the applicable Approved Budget. The Board Company shall be deemed required to have approved such expenditure unless it shall have affirmatively disapproved such expenditure in writing within ten (10) business days after Service Provider shall have delivered such statement to cooperate and meet with the Board concerning the Draft Budget and make changes as requested by the Board. (v) The Board, acting with Super-Majority Board Approval, shall approve or disapprove such annual expenditures no later than thirty (30) days prior to the beginning of the next succeeding fiscal year. If the Board, acting with Super-Majority Board Approval, has failed to approve a Draft Budget by the commencement of a fiscal year, then until a Draft Budget is approved, the Company is authorized to incur (i) costs and expenses incurred in the ordinary course of business in amounts materially consistent with the prior year’s Approved Budget, (ii) costs and expenses to the extent incurred pursuant to the existing contractual obligations of the Company and its Subsidiaries and (iii) such other costs and expenses approved as expressly contemplated by this Agreement.

Budgets. (a) Contemporaneously Eldorado shall be obligated to furnish Owner with the execution following budgets in a form agreed to by Owner and delivery Eldorado (collectively “Budgets”) during the Term hereof: (i) Forty-five (45) days subsequent to the Commencement Date, a commencement budget (“Opening Budget”), to be updated accordingly, which Opening Budget shall detail all costs, expenses and reserves reasonably anticipated by Eldorado, or contemplated in this Agreement, during the remainder of the first calendar year of the Term of this Agreement, the Board has acknowledged its approval of a consolidated property-level including but not limited to, working capital, initial operating equipment and supplies, expenditures for recruiting, training, advertising and promotion and other similar costs and expenses. (ii) An annual budget (the “Property Roll-Up Annual Budget”) at least thirty (30) days prior to the end of the first full calendar year of the Term and each succeeding calendar year of the Term hereunder. Each Annual Budget shall detail all costs, expenses on a consolidated corporate budget (the “Corporate Budget”) line item basis and reserves reasonably anticipated by Eldorado, or contemplated in this Agreement, for the year ending December 31next succeeding year. Annual Budgets may be amended from time to time, 2018. With respect after submission by Eldorado to each subsequent fiscal year, Service Provider shall prepare and provide a Property Roll-Up Budget and Corporate Budget to the Board for approval not later than December 1 Owner of the prior fiscal year (until approved pursuant to this Section 16(a), each, a “Budget” and, once approved, an “Approved Budget”)such amendments. (b) If the Board fails Eldorado makes no guarantee, warranty or representation whatsoever in regard to approve a proposed Budget (or a particular portion thereof) for any fiscal year prior to the first day of such fiscal year, Service Provider shall manage the Company in accordance with the portion of the proposed Budget that was approved by the Board and, in relation to the portion that was not approved, in accordance with the corresponding portion of the Approved Budget of such Property or the Company, as applicable, for the immediately preceding Fiscal Year, except that the applicable portion of such preceding Approved Budget shall be adjusted to reflect (i) in relation to expenses not within the reasonable control of the CompanyBudgets, the actual amount of such expenses; and (ii) in relation to expenses within the same being intended as reasonable control of the Company, an increase of five percent (5%) over the amount set out in such preceding Approved Budgetestimates only. (c) Service Provider agrees If Owner fails or delays in furnishing funds to manage the Company cover deficits that may arise as a result of operations hereunder (by failure to approve or delay in accordance approving Budgets in a timely manner or otherwise), Eldorado shall have no responsibility or liability therefor, and Owner shall indemnify and hold harmless Eldorado with the Approved Budgets; providedrespect to any liability, however arising, that Service Provider may vary from the limitations set forth arise out of or relate to, directly or indirectly, such failure or delay in any Approved Budget (i) in relation to expenditures not reasonably within the control of the Company or expenditures incurred under funding such circumstances as Service Provider shall reasonably and in good ▇▇▇▇▇ ▇▇▇▇ to be an emergency necessary for the preservation or safety of the Company or the Properties, in such amounts as are reasonably necessary in Service Provider’s good faith judgment and (ii) in relation to expenditures reasonably within the control of the Company, to the extent that (A) any expenditure does not cause aggregate expenditures for the relevant line item in such Approved Budget to exceed the aggregate amount budgeted for such item by more than ten percent (10%) of the amount set forth in such Approved Budget and (B) the aggregate of such controllable expenditures does not exceed one hundred eight percent (108%) of the sum of the line items for controllable expenditures in the Approved Budgetobligations. (d) During each calendar yearAll Budgets submitted by Eldorado to Owner under this Section 4.10 shall (i) be prepared generally in accordance with GAAP, Service Provider shall(ii) be presented substantially in the format of the operating statements required of Eldorado pursuant to Section 4.06(c) of this Agreement, as part and (iii) include detailed business and market plans. Each Budget shall be subject to Owner’s prior express approval, which approval shall not be unreasonably withheld or unduly delayed and, unless Owner gives written notice to Eldorado within ten (10) days of its quarterly reporting receipt of a Budget that it reserves the right to the Boardobject to such a Budget, report line item variances against the applicable Approved Budget and provide a reconciliation of actual expenditures to amounts set forth in the applicable Approved Budget. In the event that Service Provider proposes to make any expenditures in excess of the amounts permitted in Section 16(c), Service Provider shall prepare and submit to the Board a statement setting forth the details of the proposed expenditure and the reasons therefor, together with an explanation of the variance as it relates to the applicable Approved Budget. The Board Owner shall be deemed to have approved such expenditure unless it Budget. For any period during which Owner and Eldorado are unable to agree on any given Budget, Owner and Eldorado shall be deemed to have affirmatively disapproved agreed to the applicable Budget for the immediately preceding period, plus 5% for each line item thereof. If thirty (30) days have elapsed during any period for which Owner and Eldorado are unable to agree on a Budget, Owner and Eldorado hereby appoint [______________] (or any other independent accounting firm with gaming and hotel experience, as mutually agreed by Owner and Eldorado) as an independent arbiter that shall determine the appropriate Budget no later than four (4) weeks after its receipt of written notice of such a dispute. The arbiter’s Budget shall be binding upon Owner and Eldorado. All expenses incurred as a result of the invocation of such independent arbiter provision shall be borne solely by the Owner, subordinated to the payment of all fees and expenses due to or accrued for the benefit of Eldorado pursuant to this Agreement. The provisions of this Section 4.10(d) are to be carried out in tandem with, and not as an alternative for, the arbitration provisions of Section 13.07 of this Agreement. (e) The foregoing notwithstanding, Eldorado may incur expenses in excess of the amounts set forth in the Budgets provided: (i) the actual total expenditures for the operating department within which any given expense is allocable will not exceed one hundred ten percent (110%) of the total budgeted expenditures for such operating department approved in the then applicable Budget; (ii) such expenditure is expressly authorized in writing within ten this Agreement; (10iii) business days after Service Provider Eldorado obtains Owner’s prior approval of such expenditure, which approval shall have delivered not be unreasonably withheld or unduly delayed; (iv) such statement expenditure is warranted by increased levels of business; (v) such expenditure is reasonably required to meet emergency conditions or a governmental or regulatory requirement and, in any case, Owner is promptly advised thereof; (vi) additional expenditures are reasonably incurred by reason of the Boardoccurrence of an event or events not reasonably foreseeable by Eldorado; or (vii) such expenditure is caused by the occurrence of an event or events outside Eldorado’s reasonable control.

Budgets. (a) Contemporaneously with The Borrower shall cause the execution Property Owner to prepare and delivery submit to the First Union Lender by November 30th of this Agreementeach year during which any amounts under Article 5 hereof are still payable to the First Union Lender, for approval by the Board has acknowledged its First Union Lender, which approval of shall not be unreasonably withheld, conditioned or delayed, a consolidated property-level proposed pro forma budget for the Property for the succeeding calendar year (the “Property Roll-Up Annual Budget”) , and a consolidated corporate budget (each Annual Budget approved by the First Union Lender is referred to herein as the “Corporate Approved Annual Budget”) for the year ending December 31), 2018and, promptly after preparation thereof, any revisions to such Annual Budget. With respect to The Annual Budget shall consist of an operating expense budget showing, on a month-by-month basis, in reasonable detail, each subsequent fiscal year, Service Provider shall prepare and provide a Property Roll-Up Budget and Corporate Budget to the Board for approval not later than December 1 line item of the prior fiscal year Borrower’s or Property Owner’s anticipated operating income and operating expenses (until approved pursuant to this Section 16(aon a cash and accrual basis), eachincluding amounts required to establish, a “Budget” andmaintain and/or increase any monthly payments required hereunder. Until such time that any Annual Budget has been approved by the First Union Lender, once approved, an “the prior Approved Budget”Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by the First Union Lender (including increases for any non-discretionary expenses)). (b) If the Board fails to approve a proposed Budget (or a particular portion thereof) for any fiscal year prior to the first day of such fiscal year, Service Provider shall manage the Company in accordance with the portion of the proposed Budget that was approved by the Board and, in relation to the portion that was not approved, in accordance with the corresponding portion of the Approved Budget of such Property or the Company, as applicable, for the immediately preceding Fiscal Year, except that the applicable portion of such preceding Approved Budget shall be adjusted to reflect (i) in relation to expenses not within the reasonable control of the Company, the actual amount of such expenses; and (ii) in relation to expenses within the reasonable control of the Company, an increase of five percent (5%) over the amount set out in such preceding Approved Budget. (c) Service Provider agrees to manage the Company in accordance with the Approved Budgets; provided, that Service Provider may vary from the limitations set forth in any Approved Budget (i) in relation to expenditures not reasonably within the control of the Company or expenditures incurred under such circumstances as Service Provider shall reasonably and in good ▇▇▇▇▇ ▇▇▇▇ to be an emergency necessary for the preservation or safety of the Company or the Properties, in such amounts as are reasonably necessary in Service Provider’s good faith judgment and (ii) in relation to expenditures reasonably within the control of the Company, to the extent that (A) any expenditure does not cause aggregate expenditures for the relevant line item in such Approved Budget to exceed the aggregate amount budgeted for such item by more than ten percent (10%) of the amount set forth in such Approved Budget and (B) the aggregate of such controllable expenditures does not exceed one hundred eight percent (108%) of the sum of the line items for controllable expenditures in the Approved Budget. (d) During each calendar year, Service Provider shall, as part of its quarterly reporting to the Board, report line item variances against the applicable Approved Budget and provide a reconciliation of actual expenditures to amounts set forth in the applicable Approved Budget. In the event that Service Provider proposes to make any expenditures in excess of the amounts permitted in Section 16(c), Service Provider The Borrower shall prepare and submit to the Board First Union Lender on a statement setting quarterly basis, for approval by the First Union Lender, which approval shall not be unreasonably withheld, conditioned or delayed, a proposed pro forma budget which shall set forth in reasonable detail each line item of anticipated capital expenses for the details next succeeding calendar quarter (the “Quarterly Capital Expenditure Budget”). The Borrower shall be authorized to permit the Property Owner to make any capital expenditures (i) budgeted for in the Quarterly Capital Expenditure Budget approved by the First Union Lender to the extent the cost will not exceed 105% of the proposed expenditure and budgeted cost, (ii) required to be made as a result of an emergency situation; provided, however, that the reasons therefor, together with an explanation of the variance as it relates Borrower shall cause prompt notice to be given to the applicable Approved Budget. The Board shall be deemed to First Union Lender of such emergency situation, and (iii) not provided for in the Quarterly Capital Expenditure Budget approved by the First Union Lender which do not have approved such expenditure unless it shall have affirmatively disapproved such expenditure a cost in writing within ten (10) business days after Service Provider shall have delivered such statement to excess of $10,000, in the Boardaggregate for any calendar quarter.

Budgets. To submit for Owner's approval, within sixty (a60) Contemporaneously with the execution and delivery of this Agreementdays, the Board has acknowledged its approval of a consolidated property-level budget (the “Property Roll-Up Budget”) and a consolidated corporate budget (the “Corporate Budget”) for the year ending December 31, 2018. With respect to each subsequent fiscal year, Service Provider shall prepare and provide a Property Roll-Up Budget and Corporate Budget to the Board for approval not later than December 1 of the prior fiscal year (until approved pursuant to this Section 16(a), each, a “Budget” and, once approved, an “Approved Budget”). (b) If the Board fails to approve a proposed Budget (or a particular portion thereof) for any fiscal year prior to the first day of such fiscal year, Service Provider shall manage the Company in accordance with the portion of the proposed Budget that was approved by the Board and, in relation to the portion that was not approved, in accordance with the corresponding portion of the Approved Budget of such Property or the Company, as applicable, for the immediately preceding succeeding Fiscal Year, except that a Budget in reasonable detail, including special repairs and maintenance projects and Replacement Expenditures. In conjunction with submittal of the applicable portion Budget, Owner will review the marketing strategy, major operating assumptions, any proposed changes in physical facilities, and the proposed Replacement Expenditures. These items may not then be changed without the consent of such preceding Approved Budget both parties. If Owner and Operator cannot agree upon a budget for the ensuing year, then the last budget submitted by Operator along with written objections of Owner shall be adjusted submitted to reflect (i) a mutually acceptable nationally recognized independent firm with expertise in relation to expenses not within the reasonable control financial aspects of the Company, the actual amount of golf club and conference center operations such expenses; and (ii) in relation to expenses within the reasonable control of the Company, an increase of five percent (5%) over the amount set out in such preceding Approved Budget. (c) Service Provider agrees to manage the Company in accordance with the Approved Budgets; provided, that Service Provider may vary from the limitations set forth in any Approved Budget (i) in relation to expenditures not reasonably within the control of the Company or expenditures incurred under such circumstances as Service Provider shall reasonably and in good ▇▇▇▇▇▇▇ ▇▇▇▇ to be an emergency necessary ▇▇▇▇▇▇▇ ("Consultant"). Consultant shall review the documents and recommend a budget for the preservation or safety of ensuring year. The budget so recommended by Consultant shall be considered the Company or Budget under which the PropertiesProject will be administered. Until such time that a Budget is approved, the prior year's actual revenues and expenses adjusted by a percentage equal to the increase year over year in the U. S. Consumer Price Index. Such Budgets shall, in such amounts as are reasonably necessary in Service Provider’s good faith judgment and (ii) in relation to expenditures reasonably within general, form the control of the Company, to the extent that (A) any expenditure does not cause aggregate basis on which expenditures for the relevant line Project shall be made, it being understood and agreed that, subject to the limitations contained in this Agreement, Operator may deviate from such Budgets if in Operator's reasonable judgment a deviation is necessary or desirable for the efficient operation of the Project as a first-class golf club and conference center. Operator makes no guarantee, warranty or representation whatsoever in connection with the Budgets, other than that the Budgets will be prepared in good faith to the best of Operator's ability and will be reasonable estimates of anticipated operations. Operator will notify Owner as soon as reasonably possible of any anticipated or actual significant variance in the budgeted monthly income or expenses for any department, and will provide an explanation of the reason for the variance and measures being taken in response to it. Any variance which exceeds the monthly budgeted total departmental amount for that department by fifteen percent (15%) per individual item in such Approved Budget to exceed the aggregate amount budgeted for such item by more than or ten percent (10%) of the amount set forth in such Approved Budget and (B) the aggregate of such controllable will be deemed significant. Any expenditures does not exceed one hundred eight percent (108%) of the sum of the line items for controllable expenditures in the Approved Budgetapproved budget and exceeding $5,000 or with a term of longer than one year must have written Owner approval. (d) During each calendar year, Service Provider shall, as part of its quarterly reporting to the Board, report line item variances against the applicable Approved Budget and provide a reconciliation of actual expenditures to amounts set forth in the applicable Approved Budget. In the event that Service Provider proposes to make any expenditures in excess of the amounts permitted in Section 16(c), Service Provider shall prepare and submit to the Board a statement setting forth the details of the proposed expenditure and the reasons therefor, together with an explanation of the variance as it relates to the applicable Approved Budget. The Board shall be deemed to have approved such expenditure unless it shall have affirmatively disapproved such expenditure in writing within ten (10) business days after Service Provider shall have delivered such statement to the Board.

Budgets. (a) Contemporaneously Operator shall be obligated to furnish Owner with the execution following budgets in a form agreed to by Owner and delivery Operator (collectively "Budgets") during the Term hereof: (i) A pre-opening budget ("Pre-Opening Budget") at least ninety (90) days prior to the Opening Date, which Pre-Opening Budget shall detail all costs and expenses reasonably anticipated by Operator for the actions described in Section 2.01. ------------ (ii) A commencement budget ("Opening Budget") at least sixty (60) days prior to the Opening Date to be updated within thirty (30) days after the Opening Date, which Opening Budget shall detail all costs, expenses and reserves reasonably anticipated by Operator, or contemplated in this Agreement, during the remainder of the first calendar year of the Term of this Agreement, the Board has acknowledged its approval of a consolidated property-level including but not limited to, working capital, initial operating equipment and supplies, expenditures for recruiting, training, advertising and promotion and other similar costs and expenses. (iii) An annual budget ("Annual Budget") at least forty-five (45) days prior to the “Property Roll-Up Budget”) end of the first calendar year in which the Complex opened and each succeeding calendar year of the Term hereunder. Each Annual Budget shall detail all costs, expenses on a consolidated corporate budget (the “Corporate Budget”) line item basis and reserves reasonably anticipated by Operator, or contemplated in this Agreement, for the year ending December 31next succeeding year. Annual Budgets may be amended from time to time, 2018. With respect after submission by Operator to each subsequent fiscal year, Service Provider shall prepare and provide a Property Roll-Up Budget and Corporate Budget to the Board for approval not later than December 1 Owner of the prior fiscal year (until approved pursuant to this Section 16(a), each, a “Budget” and, once approved, an “Approved Budget”)such amendments. (b) If the Board fails Operator makes no guarantee, warranty or representation whatsoever in regard to approve a proposed Budget (or a particular portion thereof) for any fiscal year prior to the first day of such fiscal yearBudgets, Service Provider shall manage the Company in accordance with the portion of the proposed Budget that was approved by the Board and, in relation to the portion that was not approved, in accordance with the corresponding portion of the Approved Budget of such Property or the Company, same being intended as applicable, for the immediately preceding Fiscal Year, except that the applicable portion of such preceding Approved Budget shall be adjusted to reflect (i) in relation to expenses not within the reasonable control of the Company, the actual amount of such expenses; and (ii) in relation to expenses within the reasonable control of the Company, an increase of five percent (5%) over the amount set out in such preceding Approved Budgetestimates only. (c) Service Provider agrees With respect to manage the Company any deficits which may arise as a result of operations hereunder, Owner shall be obligated to fund and pay such deficits which are not covered by Complex income within fifteen (15) days after written request therefor by Operator. If Owner fails or delays in furnishing funds to cover deficits as aforesaid (by failure to approve or delay in approving Budgets in a timely manner or otherwise), Operator shall have no responsibility or liability therefor, and Owner shall indemnify and hold harmless Operator with respect to any liability, however arising, which may arise out of or relate to, directly or indirectly, such failure or delay in funding such obligations. (d) All Budgets submitted by Operator to Owner under this Section 4.10 ------------ shall (i) be prepared generally in accordance with GAAP, (ii) be presented substantially in the Approved Budgets; provided, that Service Provider may vary from the limitations set forth in any Approved Budget (i) in relation to expenditures not reasonably within the control format of the Company operating statements required of Operator pursuant to Section 4.06(c) of this Agreement, (iii) include detailed business --------------- and market plans, and (iv) be subject to Owner's prior express approval, which approval shall not be unreasonably withheld or expenditures incurred under such circumstances as Service Provider unduly delayed. For any period during which Owner and Operator are unable to agree on any given Budget, Owner and Operator shall reasonably be deemed to have agreed to the applicable Budget for the immediately preceding period, plus 5% for each line item thereof. If thirty (30) days have elapsed during any period for which Owner and in good Operator are unable to agree on a Budget, Owner and Operator hereby appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. (or any other independent accounting firm with gaming and hotel experience, as mutually agreed by Owner and Operator) as an independent arbiter which shall determine the appropriate Budget no later than four (4) weeks after its receipt of written notice of such a dispute. The arbiter's Budget shall be binding upon Owner and Operator. All expenses incurred as a result of the invocation of such independent arbiter provision shall be borne solely by the Owner, subordinated to the payment of all fees and expenses due to or accrued for the benefit of Operator pursuant to this Agreement. The provisions of this Section 4.10(d) are to be carried out in tandem with, and not --------------- as an emergency necessary for alternative for, the preservation or safety arbitration provisions of the Company or the Properties, in such amounts as are reasonably necessary in Service Provider’s good faith judgment and (ii) in relation to expenditures reasonably within the control Section 13.07 of the Company, to the extent that (A) any expenditure does not cause aggregate expenditures for the relevant line item in such Approved Budget to exceed the aggregate amount budgeted for such item by more than ten percent (10%) of the amount set forth in such Approved Budget and (B) the aggregate of such controllable expenditures does not exceed one hundred eight percent (108%) of the sum of the line items for controllable expenditures in the Approved Budgetthis ------------- Agreement. (de) During each calendar yearThe foregoing notwithstanding, Service Provider shall, as part Operator may incur expenses in excess of its quarterly reporting to the Board, report line item variances against the applicable Approved Budget and provide a reconciliation of actual expenditures to amounts set forth in the applicable Approved Budget. In Budgets provided: (i) the event that Service Provider proposes to make actual total expenditures for the operating department within which any expenditures in excess given expense is allocable will not exceed one hundred ten percent (110%) of the amounts permitted total budgeted expenditures for such operating department approved in Section 16(c)the then-applicable Budget; or (ii) such expenditure is expressly authorized in this Agreement; or, (iii) Operator obtains Owner's prior approval of such expenditure, Service Provider which approval shall prepare not be unreasonably withheld or unduly delayed; or, (iv) such expenditure is warranted by increased levels of business; or, (v) such expenditure is required to meet emergency conditions and submit Owner is promptly advised thereof; or, (vi) subject to the Board a statement setting forth the details terms of Section 4.11 of this Agreement, ------------ additional expenditures are incurred by reason of the proposed expenditure and the reasons therefor, together with occurrence of an explanation of the variance as it relates event or events not reasonably foreseeable by Operator; or, (vii) subject to the applicable Approved Budget. The Board shall be deemed to have approved terms of Section 4.11 of this Agreement, such ------------ expenditure unless it shall have affirmatively disapproved such expenditure in writing within ten (10) business days after Service Provider shall have delivered such statement to is caused by the Boardoccurrence of an event or events outside Operator's reasonable control.

Budgets. (a) Contemporaneously with For each calendar year following the execution occurrence and delivery during the continuance of this Agreementan Event of Default, the Board has acknowledged its Borrower shall submit to Mezzanine Lender for Mezzanine Lender's written approval of a consolidated property-level budget (the “Property Roll-Up Budget”which shall not be unreasonably withheld or delayed) and a consolidated corporate budget (the “Corporate Budget”) an Annual Budget for the year ending December 31, 2018. With respect to each subsequent fiscal year, Service Provider shall prepare and provide a Mortgaged Property Roll-Up Budget and Corporate Budget to the Board for approval not later than December 1 of the prior fiscal year thirty (until approved pursuant to this Section 16(a), each, a “Budget” and, once approved, an “Approved Budget”). (b30) If the Board fails to approve a proposed Budget (or a particular portion thereof) for any fiscal year days prior to the first day commencement of such fiscal calendar year, Service Provider shall manage the Company in accordance with the portion of the proposed Budget that was approved by the Board and, form satisfactory to Mezzanine Lender setting forth in relation to the portion that was not approved, in accordance with the corresponding portion of the Approved Budget of such Property or the Company, as applicable, reasonable detail budgeted monthly operating income and monthly operating expenses and other cash expenses for the immediately preceding Fiscal YearMortgaged Properties (including without limitation Management Fees, except that the applicable portion of such preceding Approved Budget which shall be adjusted to reflect (i) in relation to expenses not within the reasonable control of the Company, the actual amount of such expenses; and (ii) in relation to expenses within the reasonable control of the Company, an increase of five exceed four percent (5%) over the amount set out in such preceding Approved Budget. (c) Service Provider agrees to manage the Company in accordance with the Approved Budgets; provided, that Service Provider may vary from the limitations set forth in any Approved Budget (i) in relation to expenditures not reasonably within the control of the Company or expenditures incurred under such circumstances as Service Provider shall reasonably and in good ▇▇▇▇▇ ▇▇▇▇ to be an emergency necessary for the preservation or safety of the Company or the Properties, in such amounts as are reasonably necessary in Service Provider’s good faith judgment and (ii) in relation to expenditures reasonably within the control of the Company, to the extent that (A) any expenditure does not cause aggregate expenditures for the relevant line item in such Approved Budget to exceed the aggregate amount budgeted for such item by more than ten percent (104%) of the amount set forth in such Approved Budget and (B) gross revenues from the aggregate of such controllable expenditures does not exceed one hundred eight percent (108%) of the sum of the line items for controllable expenditures in the Approved Budget. (d) During each calendar year, Service Provider shall, as part of its quarterly reporting to the Board, report line item variances against the applicable Approved Budget and provide a reconciliation of actual expenditures to amounts set forth in the applicable Approved BudgetMortgaged Properties). In the event that Service Provider proposes Mezzanine Lender objects to make any expenditures in excess a proposed Annual Budget, Mezzanine Lender shall advise the Borrower of the amounts permitted in Section 16(c), Service Provider shall prepare and submit to the Board a statement setting forth the details of the proposed expenditure and the reasons therefor, together with an explanation of the variance as it relates to the applicable Approved Budget. The Board shall be deemed to have approved such expenditure unless it shall have affirmatively disapproved such expenditure objections in writing within ten (10) business days after Service Provider receipt thereof (and deliver to Borrower a reasonably detailed description of such objections), and Borrower shall have delivered provide for such statement Annual Budget to be revised within five (5) days after receipt of notice and resubmit the same to Mezzanine Lender. Mezzanine Lender shall advise Borrower in writing of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections), and Borrower shall provide for such Annual Budget to be revised in accordance with the process described in this Section until Mezzanine Lender approves an Annual Budget, PROVIDED that if in each case the correspondence to Mezzanine Lender requesting approval of the Annual Budget contains a bold-faced, conspicuous legend at the top of the first page to the Boardeffect that "IF YOU FAIL TO RESPOND TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN __ DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN," and if Mezzanine Lender does not advise Borrower in writing of its objections to any proposed Annual Budget within the applicable time period set forth in this Section, then such proposed Annual Budget shall be deemed approved by Mezzanine Lender. Each such Annual Budget approved by Mezzanine Lender in accordance with the terms hereof shall be referred to herein as an "APPROVED ANNUAL BUDGET." Until such time that Mezzanine Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply, PROVIDED that such Approved Annual Budget shall be adjusted (i) to reflect actual increases in rents, real estate taxes, insurance premiums and utilities expenses and (ii) such that it shall increase by an amount equal to the greater of (A) 2.5% of the amount of the next preceding Annual Budget and (B) the amount of the next preceding Annual Budget multiplied by the increase in the Consumer Price Index from the beginning to the end of the calendar year relating to such next preceding Annual Budget. (b) So long as an Event of Default continues to exist, without the prior written consent of the Mezzanine Lender, the Borrower shall not approve or consent to any of the Mortgagors entering into any contracts or other agreements nor expending any funds not provided for in the Approved Annual Budget, other than expenditures required to be made by reason of the occurrence of any emergency (I.E., an unexpected event which threatens imminent harm to persons or property at the Mortgaged Property) and with respect to which it would be impracticable, under the circumstances, to obtain Mezzanine Lender's prior consent thereto. Borrower shall notify Mezzanine Lender as promptly as practicable with respect to any such emergency expenditures made with respect to the Mortgaged Property.

Budgets. (a) Contemporaneously with The Borrower shall cause the execution Property Owner to prepare and delivery submit to the First Union Lender by November 30th of this Agreementeach year during which any amounts under Article 5 hereof are still payable to the First Union Lender, for approval by the First Union Lender, which approval shall not be unreasonably withheld, conditioned or delayed, a proposed pro forma budget for the Property for the succeeding calendar year (the "Annual Budget", and each Annual Budget approved by the First Union Lender is referred to herein as the "Approved Annual Budget"), and, promptly after preparation thereof, any revisions to such Annual Budget. The Annual Budget shall consist of an operating expense budget showing, on a month-by-month basis, in reasonable detail, each line item of the Borrower's or Property Owner's anticipated operating income and operating expenses (on a cash and accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder. Until such time that any Annual Budget has been approved by the First Union Lender, the Board has acknowledged its approval of a consolidated propertyprior Approved Annual Budget shall apply for all purposes hereunder (with such adjustments as reasonably determined by the First Union Lender (including increases for any non-level budget (the “Property Roll-Up Budget”) and a consolidated corporate budget (the “Corporate Budget”) for the year ending December 31, 2018. With respect to each subsequent fiscal year, Service Provider shall prepare and provide a Property Roll-Up Budget and Corporate Budget to the Board for approval not later than December 1 of the prior fiscal year (until approved pursuant to this Section 16(adiscretionary expenses), each, a “Budget” and, once approved, an “Approved Budget”). (b) If the Board fails to approve a proposed Budget (or a particular portion thereof) for any fiscal year prior to the first day of such fiscal year, Service Provider shall manage the Company in accordance with the portion of the proposed Budget that was approved by the Board and, in relation to the portion that was not approved, in accordance with the corresponding portion of the Approved Budget of such Property or the Company, as applicable, for the immediately preceding Fiscal Year, except that the applicable portion of such preceding Approved Budget shall be adjusted to reflect (i) in relation to expenses not within the reasonable control of the Company, the actual amount of such expenses; and (ii) in relation to expenses within the reasonable control of the Company, an increase of five percent (5%) over the amount set out in such preceding Approved Budget. (c) Service Provider agrees to manage the Company in accordance with the Approved Budgets; provided, that Service Provider may vary from the limitations set forth in any Approved Budget (i) in relation to expenditures not reasonably within the control of the Company or expenditures incurred under such circumstances as Service Provider shall reasonably and in good ▇▇▇▇▇ ▇▇▇▇ to be an emergency necessary for the preservation or safety of the Company or the Properties, in such amounts as are reasonably necessary in Service Provider’s good faith judgment and (ii) in relation to expenditures reasonably within the control of the Company, to the extent that (A) any expenditure does not cause aggregate expenditures for the relevant line item in such Approved Budget to exceed the aggregate amount budgeted for such item by more than ten percent (10%) of the amount set forth in such Approved Budget and (B) the aggregate of such controllable expenditures does not exceed one hundred eight percent (108%) of the sum of the line items for controllable expenditures in the Approved Budget. (d) During each calendar year, Service Provider shall, as part of its quarterly reporting to the Board, report line item variances against the applicable Approved Budget and provide a reconciliation of actual expenditures to amounts set forth in the applicable Approved Budget. In the event that Service Provider proposes to make any expenditures in excess of the amounts permitted in Section 16(c), Service Provider The Borrower shall prepare and submit to the Board First Union Lender on a statement setting quarterly basis, for approval by the First Union Lender, which approval shall not be unreasonably withheld, conditioned or delayed, a proposed pro forma budget which shall set forth in reasonable detail each line item of anticipated capital expenses for the details next succeeding calendar quarter (the "Quarterly Capital Expenditure Budget"). The Borrower shall be authorized to permit the Property Owner to make any capital expenditures (i) budgeted for in the Quarterly Capital Expenditure Budget approved by the First Union Lender to the extent the cost will not exceed 105% of the proposed expenditure and budgeted cost, (ii) required to be made as a result of an emergency situation; provided, however, that the reasons therefor, together with an explanation of the variance as it relates Borrower shall cause prompt notice to be given to the applicable Approved Budget. The Board shall be deemed to First Union Lender of such emergency situation, and (iii) not provided for in the Quarterly Capital Expenditure Budget approved by the First Union Lender which do not have approved such expenditure unless it shall have affirmatively disapproved such expenditure a cost in writing within ten (10) business days after Service Provider shall have delivered such statement to excess of $10,000, in the Boardaggregate for any calendar quarter.

Budgets. (a) Contemporaneously Within thirty (30) days before the beginning of the first operating year and on or before thirty (30) days before the beginning of each subsequent operating year, Operator shall submit to Owner, for its approval, all of the following: (1) a statement of estimated income and expenses in reasonable detail for each month of the ensuing Fiscal Year (or current Fiscal Year with respect to the execution and delivery of this Agreement, the Board has acknowledged its approval of first such statement) prepared on a consolidated property-level budget form approved by Owner (the “Property Roll-Up "Operating Budget”"). (2) a narrative description of the Operator's plans and a consolidated corporate budget goals (the “Corporate Budget”) "Operating Forecast"), including a detailed marketing plan for operating the Business for the year ending December 31, 2018. With ensuing Fiscal Year (or current Fiscal Year with respect to each subsequent fiscal year, Service Provider shall prepare and provide a Property Roll-Up Budget and Corporate Budget to the Board for approval not later than December 1 of the prior fiscal year (until approved pursuant to this Section 16(a), each, a “Budget” and, once approved, an “Approved Budget”first such statement). (b) Operator's submission of the Operating Budget pursuant to Subsection (a) above shall constitute the "Annual Budget." If Owner shall disapprove the Board fails to approve a proposed Annual Budget (or a particular any portion thereof) for any fiscal year prior to the first day of such fiscal year, Service Provider shall manage the Company thereof submitted by Operator in accordance with Subsection (a) above, Owner shall specify with particularity the reasons for its disapproval and Operator shall, after consultation with Owner, submit to Owner a new proposed Annual Budget or appropriate portion thereof within thirty (30) days after the date of Owner's disapproval of the same, in form and content reasonably satisfactory to Owner. The foregoing procedure shall be followed until the Annual Budget is fully approved by Owner. Operator shall have thirty (30) days to respond to Owner's objection with a resubmittal. Until such time as the new proposed Annual Budget is approved by Owner, the portion approved, if any, shall become effective and the Annual Budget for the previous Fiscal Year, if available, with such changes as Owner may designate, shall remain in effect with respect to the portion of the proposed Annual Budget that was approved disapproved by the Board and, in relation to the portion that was not approved, in accordance with the corresponding portion of the Approved Budget of such Property or the Company, as applicable, for the immediately preceding Fiscal Year, except that the applicable portion of such preceding Approved Budget shall be adjusted to reflect (i) in relation to expenses not within the reasonable control of the Company, the actual amount of such expenses; and (ii) in relation to expenses within the reasonable control of the Company, an increase of five percent (5%) over the amount set out in such preceding Approved BudgetOwner. (c) Service Provider agrees During the Fiscal Year covered by the approved Annual Budget, Operator shall use its best efforts to manage comply with such approved Annual Budget or any portion thereof approved by Owner and shall use its best efforts not to deviate therefrom or change the Company in accordance with the Approved Budgets; provided, that Service Provider may vary from the limitations set forth in any Approved Budget (i) in relation to expenditures not reasonably within the control manner of operation of the Company or expenditures incurred under such circumstances as Service Provider shall reasonably and in good ▇▇▇▇▇ ▇▇▇▇ to be an emergency necessary for Business, without the preservation or safety prior written consent of the Company or the Properties, in such amounts as are reasonably necessary in Service Provider’s good faith judgment and (ii) in relation to expenditures reasonably within the control of the Company, to the extent that (A) any expenditure does not cause aggregate expenditures for the relevant line item in such Approved Budget to exceed the aggregate amount budgeted for such item by more than ten percent (10%) of the amount set forth in such Approved Budget and (B) the aggregate of such controllable expenditures does not exceed one hundred eight percent (108%) of the sum of the line items for controllable expenditures in the Approved BudgetOwner. (d) During each calendar yearOwner and Operator shall meet periodically at a time and place designated by Owner, Service Provider shallfor the purpose of reviewing Business operations including profit and loss statements, as part Operator's performance, capital expenditures, forecasts of its quarterly reporting Cash Available for Disbursement for the balance of the current Fiscal Year, and making any revisions to the Boardpreviously approved Annual Budget required by Owner in its sole discretion in order to maintain or improve the departmental profits and margins as originally budgeted. (e) Until such time as the initial Annual Budget is approved by Owner, report line item variances against Operator shall use all reasonable efforts to comply with the applicable Approved previous operator's most recent Annual Budget as revised and provide a reconciliation of actual expenditures to amounts set forth in the applicable Approved Budget. In the event that Service Provider proposes to make any expenditures in excess of the amounts permitted in Section 16(c), Service Provider shall prepare and submit to the Board a statement setting forth the details of the proposed expenditure and the reasons therefor, together with an explanation of the variance as it relates to the applicable Approved Budget. The Board shall be deemed to have approved such expenditure unless it shall have affirmatively disapproved such expenditure in writing within ten (10) business days after Service Provider shall have delivered such statement to the Boardby Owner.

Budgets. (a) Contemporaneously with the execution Subject and delivery of pursuant to Section 3.11(a)(iii) (if applicable), for each Fiscal Year, except as otherwise set forth in this Agreement, the Board has acknowledged its approval of a consolidated propertyCapital Budget, In-level budget (the “Property Roll-Up Budget”) and a consolidated corporate budget (the “Corporate Budget”) for the year ending December 31, 2018. With respect to each subsequent fiscal year, Service Provider shall prepare and provide a Property Roll-Up Budget and Corporate Annual Budget shall be prepared by the Managing Member and approved or disapproved by the Board of Managers in the following manner: (i) As soon as reasonably practicable after the Effective Date, the Managing Member shall deliver to the Board for approval not later than December 1 of Managers the prior fiscal year (until approved pursuant to this Section 16(a), each, a “Budget” and, once approved, an “Approved Budget”). (b) If Capital Budget which includes the Board fails to approve a proposed Budget (or a particular portion thereof) for any fiscal year prior to the first day of such fiscal year, Service Provider shall manage the Company in accordance with the portion of the proposed Budget that was approved by the Board and, in relation to the portion that was not approved, in accordance with the corresponding portion of the Approved Budget of such Property or the Company, as applicable, for the immediately preceding Fiscal Year, except that the applicable portion of such preceding Approved Budget shall be adjusted to reflect (i) in relation to expenses not within the reasonable control of the Company, the actual amount of such expenses; and (ii) in relation to expenses within the reasonable control of the Company, an increase of five percent (5%) over the amount set out in such preceding Approved Budget. (c) Service Provider agrees to manage the Company in accordance with the Approved Budgets; provided, that Service Provider may vary from the limitations set forth in any Approved Budget (i) in relation to expenditures not reasonably within the control of the Company or expenditures incurred under such circumstances as Service Provider shall reasonably and in good ▇▇▇▇▇ ▇▇▇▇ to be an emergency necessary for the preservation or safety of the Company or the Properties, in such amounts as are reasonably necessary in Service Provider’s good faith judgment and (ii) in relation to expenditures reasonably within the control of the Company, to the extent that (A) any expenditure does not cause aggregate expenditures for the relevant line item in such Approved Budget to exceed the aggregate amount budgeted for such item by more than ten percent (10%) of the amount set forth in such Approved Budget and (B) the aggregate of such controllable expenditures does not exceed one hundred eight percent (108%) of the sum of the line items for controllable expenditures in the Approved Budget. (d) During each calendar year, Service Provider shall, as part of its quarterly reporting to the Board, report line item variances against the applicable Approved Budget and provide a reconciliation of actual expenditures to amounts set forth in the applicable Approved definition of “Capital Budget. In ” and any additional costs, expenses and capital expenditures that the event that Service Provider proposes to make any expenditures in excess Managing Member reasonably anticipates will be incurred by or on behalf of the amounts permitted in Section 16(cCompany with respect to the Project (without regard for any Project Opportunity) prior to the In-Service Date. No later than the date that is 30 days prior to the date that the Managing Member reasonably anticipates that the Project will be commissioned and placed in-service (the “Anticipated In-Service Date”), the Managing Member shall prepare and cause the Chairman of the Board to deliver to the Board of Managers, a budget (the “In-Service Provider Budget”) that covers all revenues, costs, expenses and capital expenditures (including any remaining capital costs and expenses associated with the Project (without regard to any possible Project Opportunity) that the Managing Member reasonably anticipates will be received or incurred by or on behalf of the Company with respect to the Project (without regard to any Project Opportunity) or otherwise during (A) the remainder of the applicable Fiscal Year (if the Anticipated In-Service Date occurs prior to the end of the sixth month following the start of such Fiscal Year) or (B) the remainder of the applicable Fiscal Year and the immediately following Fiscal Year (if the Anticipated In-Service Date occurs more than six months following the start of such Fiscal Year). The Members acknowledge and agree that the Capital Budget, together with the In-Service Budget, shall serve as a template for all of the Company’s future Annual Budgets. (ii) At least 90 days prior to the end of the last Fiscal Year covered by the In-Service Budget and, subject to Section 3.13(b), of each Fiscal Year thereafter, the Managing Member shall prepare and submit for the approval of the Board of Managers a budget for the Company’s activities for the following Fiscal Year (the “Annual Budget”), which Annual Budget shall (A) set forth the estimated revenues, costs, expenses and capital expenditures, (B) include the estimated total amount of all other costs, expenses and fees (other than those described in clause (A)) to be paid pursuant to the Board a statement setting forth C&O Agreement, O&M Agreement and the details Lease Agreement in the following Fiscal Year and (C) include amounts necessary with respect to any other expenditures that the Managing Member anticipates will be required to be made by the Company during such Fiscal Year. (iii) The Managers shall use reasonable efforts to resolve any disagreements and approve or disapprove (A) the In-Service Budget no later than 15 days prior to the Anticipated In-Service Date and (B) an Annual Budget no later than 30 days prior to the beginning of the proposed expenditure and next succeeding Fiscal Year. If the reasons thereforBoard of Managers is unable to resolve any disagreement regarding the In-Service Budget or an Annual Budget by the date specified in the immediately preceding sentence, together with an explanation then (1) the Managers shall attempt to resolve such disagreement pursuant to Section 3.14 prior to the Anticipated In-Service Date or the beginning of such Fiscal Year, as applicable, (2) the undisputed items of the variance In-Service Budget or the Annual Budget, as it relates to applicable, shall be considered approved and (3) until the applicable Approved Budget. The Board Managers resolve any such dispute, the Managers shall be deemed to have approved (a) an In-Service Budget consistent with the In-Service Budget presented by the Managing Member or (b) an Annual Budget that includes the amounts included in the immediately preceding Fiscal Year’s In-Service Budget or Annual Budget (adjusted upward by an amount equal to the amounts necessary to cover all amounts required to be paid by the Company under the Project Agreements, and an amount equal to 3% of the total amount unrelated to the Project Agreements of the preceding Fiscal Year’s In-Service Budget or Annual Budget plus, to the extent any disputed items were not included in the immediately preceding Fiscal Year’s In- Service Budget or Annual Budget, the minimum amount with respect to such expenditure unless it items that the Managing Member believes (in its reasonable discretion) to be necessary to meet the Company’s prior commitments and obligations or to conduct and maintain the Company’s operations and properties (including the Project or any expansion thereof constituting a Project Opportunity) in a safe and efficient manner in accordance with industry practice. Upon the resolution of any disputed items by the Members, the In-Service Budget or the Annual Budget, as applicable, relating to such disputed item shall have affirmatively disapproved be considered approved by the Board of Managers and such expenditure In-Service Budget or Annual Budget, as applicable, shall be amended to include the applicable item as resolved. (iv) If, during the period covered by the Capital Budget or an approved In-Service Budget or Annual Budget, the Managing Member determines that an adjustment to any of the estimated costs set forth in writing such Capital Budget, In-Service Budget or Annual Budget is necessary or appropriate, then the Managing Member shall submit to the Board of Managers for approval an amendment to the Capital Budget, In-Service Budget or Annual Budget with respect thereto. The Board of Managers shall approve by Super Majority Consent or reject such amended Capital Budget, In-Service Budget or Annual Budget within ten fifteen (1015) business days after its receipt thereof. (b) Subject and pursuant to Section 3.11(a)(iii) (if applicable), for each Fiscal Year following the termination of the Lease Agreement, except as otherwise set forth in this Agreement, the Post-Lease In-Service Provider Budget and Post-Lease Annual Budget shall have delivered such statement be prepared by the Managing Member and approved or disapproved by the Board of Managers in the following manner: (i) No later than the date that is 90 days prior to the Boarddate that the Managing Member reasonably anticipates that the Lease Agreement will be terminated (the “Anticipated Lease Termination Date”), the Managing Member shall prepare and cause the Chairman of the Board to deliver to the Board of Managers, a budget (the “Post-Lease In-Service Budget”) that covers all revenues, costs, expenses and capital expenditures (including any remaining capital costs and expenses associated with the Project (without regard to any possible Project Opportunity) that the Managing Member reasonably anticipates will be received or incurred by or on behalf of the Company with respect to the Project (without regard to any Project Opportunity) or otherwise during (A) the remainder of the applicable Fiscal Year (if the Anticipated Lease Termination Date occurs prior to the end of the sixth month following the start of such Fiscal Year) or (B) the remainder of the applicable Fiscal Year and the immediately following Fiscal Year (if the Anticipated Lease Termination Date occurs more than six months following the start of such Fiscal Year). The Members acknowledge and agree that, following the termination of the Lease Agreement, the Post-Lease In-Service Budget, shall serve as a template for all of the Company’s future Post-Lease Annual Budgets. (ii) At least 90 days prior to the end of the last Fiscal Year covered by the Post-Lease In-Service Budget and of each Fiscal Year thereafter, the Managing Member shall prepare and submit for the approval of the Board of Managers a budget for the Company’s activities for the following Fiscal Year (the “Post-Lease Annual Budget”), which Post-Lease Annual Budget shall (A) set forth the estimated revenues, costs, expenses and capital expenditures, (B) include the estimated total amount of all other costs, expenses and fees (other than those described in clause (A)) to be paid pursuant to the C&O Agreement, the O&M Agreement and any other applicable Post-Lease Project Agreement in the following Fiscal Year and (C) include amounts necessary with respect to any other expenditures that the Managing Member anticipates will be required to be made by the Company during such Fiscal Year. (iii) The Managers shall use reasonable efforts to resolve any disagreements and approve or disapprove (A) the Post-Lease In-Service Budget no later than 55 days prior to the Anticipated Lease Termination Date and (B) a Post-Lease Annual Budget no later than 55 days prior to the beginning of the next succeeding Fiscal Year. If the Board of Managers is unable to resolve any disagreement regarding the Post-Lease In-Service Budget or a Post-Lease Annual Budget by the date specified in the immediately preceding sentence, then (1) the Managers shall attempt to resolve such disagreement pursuant to Section 3.14 prior to the Anticipated Lease Termination Date or the beginning of such Fiscal Year, as applicable, (2) the undisputed items of the Post-Lease In-Service Budget or the Post-Lease Annual Budget, as applicable, shall be considered approved and (3) until the Managers resolve any such dispute, the Managers shall be deemed to have approved (a) a Post-Lease In-Service Budget consistent with the Post-Lease In-Service Budget presented by the Managing Member or (b) a Post-Lease Annual Budget that includes the amounts included in the immediately preceding Fiscal Year’s Post-Lease In-Service Budget or Post-Lease Annual Budget (adjusted upward by an amount equal to the amounts necessary to cover all amounts required to be paid by the Company under the C&O Agreement, the O&M Agreement and any other applicable Post-Lease Project Agreements, and an amount equal to 3% of the total amount unrelated to the applicable Post-Lease Project Agreements of the preceding Fiscal Year’s Post-Lease In-Service Budget or Post-Lease Annual Budget plus, to the extent any disputed items were not included in the immediately preceding Fiscal Year’s Post-Lease In-Service Budget or Post-Lease Annual Budget, the minimum amount with respect to such items that the Managing Member believes (in its reasonable discretion) to be necessary to meet the Company’s prior commitments and obligations or to conduct and maintain the Company’s operations and properties (including the Project or any expansion thereof constituting a Project Opportunity) in a safe and efficient manner in accordance with industry practice. Upon the resolution of any disputed items by the Members, the Post-Lease In-Service Budget or the Post-Lease Annual Budget, as applicable, relating to such disputed item shall be considered approved by the Board of Managers and such Post-Lease In-Service Budget or Post-Lease Annual Budget, as applicable, shall be amended to include the applicable item as resolved. (iv) If, during the period covered by approved Post-Lease In-Service Budget or Post-Lease Annual Budget, the Managing Member determines that an adjustment to any of the estimated costs set forth in such Post-Lease In-Service Budget or Post-Lease Annual Budget is necessary or appropriate, then the Managing Member shall submit to the Board of Managers for approval an amendment to the Post-Lease In-Service Budget or Post-Lease Annual Budget with respect thereto. The Board of Managers shall approve by Super Majority Consent or reject such amended Post-Lease In-Service Budget or Post-Lease Annual Budget within fifteen (15) days after its receipt thereof.

Budgets. (a) Contemporaneously Operator shall be obligated to furnish Owner with the execution following budgets (collectively "BUDGETS") during the Term hereof: (i) A pre-opening budget ("PRE-OPENING BUDGET") on or prior to the Commencement Date, which Pre-Opening Budget shall detail all costs and delivery expenses reasonably anticipated by Operator for the actions described in Section 2.01. (ii) A commencement budget ("COMMENCEMENT BUDGET") within sixty (60) days prior to the Commencement Date to be updated within thirty (30) days after the Commencement Date, which Commencement Budget shall detail all costs, expenses and reserves reasonably anticipated by Operator, or contemplated in this Agreement, during the remainder of the first calendar year of the Term of this Agreement, the Board has acknowledged its approval of a consolidated property-level including but not limited to, working capital, initial operating equipment and supplies, expenditures for recruiting, training, advertising and promotion and other similar costs and expenses. (iii) An annual budget ("ANNUAL BUDGET") at least sixty (60) days prior to the “Property Roll-Up Budget”) end of the first calendar year after the Commencement Date and a consolidated corporate budget (each succeeding calendar year of the “Corporate Budget”) Term hereunder. Each Annual Budget shall detail all costs, expenses and reserves reasonably anticipated by Operator, or contemplated in this Agreement, for the year ending December 31next succeeding year. Annual Budgets may be amended from time to time, 2018. With respect after submission by Operator to each subsequent fiscal year, Service Provider shall prepare and provide a Property Roll-Up Budget and Corporate Budget to the Board for approval not later than December 1 Owner of the prior fiscal year (until approved pursuant to this Section 16(a), each, a “Budget” and, once approved, an “Approved Budget”)such amendments. (b) If the Board fails Operator makes no guarantee, warranty or representation whatsoever in regard to approve a proposed Budget (or a particular portion thereof) for any fiscal year prior to the first day of such fiscal yearBudgets, Service Provider shall manage the Company in accordance with the portion of the proposed Budget that was approved by the Board and, in relation to the portion that was not approved, in accordance with the corresponding portion of the Approved Budget of such Property or the Company, same being intended as applicable, for the immediately preceding Fiscal Year, except that the applicable portion of such preceding Approved Budget shall be adjusted to reflect (i) in relation to expenses not within the reasonable control of the Company, the actual amount of such expenses; and (ii) in relation to expenses within the reasonable control of the Company, an increase of five percent (5%) over the amount set out in such preceding Approved Budgetestimates only. (c) Service Provider agrees With respect to manage the Company any deficits which may arise as a result of operations hereunder, Owner shall be obligated to fund and pay such deficits which are not covered by Complex income within fifteen (15) days after written request therefor by Operator. If Owner fails or delays in furnishing funds to cover deficits as aforesaid (by failure to approve or delay in approving Budgets in a timely manner or otherwise), Operator shall have no responsibility or liability therefor, and Owner shall indemnify and hold harmless Operator with respect to any liability, however arising, which may arise out of or relate to, directly or indirectly, such failure or delay in funding such obligations. (d) All Budgets submitted by Operator to Owner under this Section 4.10 shall (i) be prepared generally in accordance with generally accepted accounting principles, (ii) be presented substantially in the Approved Budgets; providedformat of the operating statements required of Operator pursuant to Section 4.06(c) of this Agreement, that Service Provider may vary (iii) include detailed business and market plans, and (iv) be subject to Owner's prior express approval, which approval shall not be unreasonably withheld or unduly delayed. In the event Owner and Operator are unable to agree on any given Budget within two (2) months from the limitations set forth in any Approved Budget (i) in relation to expenditures not reasonably within the control end of the Company or expenditures incurred under such circumstances as Service Provider shall reasonably a fiscal year, Owner and in good Operator, hereby appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. as an independent arbiter which shall determine a Budget no later than four (4) weeks after its receipt of written notice of such a dispute. The arbiter's Budget shall be binding upon Owner and Operator. All expenses incurred as a result of the invocation of such independent arbiter provision shall be borne solely by the Complex, subordinated to the payment of all fees and expenses due to or accrued for the benefit of Operator pursuant to this Agreement. The provisions of this Section 4.10(d) are to be carried out in tandem with, and not as an emergency necessary for alternative for, the preservation or safety arbitration provisions of the Company or the Properties, in such amounts as are reasonably necessary in Service Provider’s good faith judgment and (ii) in relation to expenditures reasonably within the control Section 13.07 of the Company, to the extent that (A) any expenditure does not cause aggregate expenditures for the relevant line item in such Approved Budget to exceed the aggregate amount budgeted for such item by more than ten percent (10%) of the amount set forth in such Approved Budget and (B) the aggregate of such controllable expenditures does not exceed one hundred eight percent (108%) of the sum of the line items for controllable expenditures in the Approved Budgetthis Agreement. (de) During each calendar yearThe foregoing notwithstanding, Service Provider shall, as part Operator may incur expenses in excess of its quarterly reporting to the Board, report line item variances against the applicable Approved Budget and provide a reconciliation of actual expenditures to amounts set forth in the applicable Approved Budget. In Budgets provided: (i) the event that Service Provider proposes to make actual total expenditures for the operating department within which any expenditures in excess given expense is allocable will not exceed one hundred ten (110%) percent of the amounts permitted total budgeted expenditures for such operating department approved in Section 16(c)the then-applicable Budget; or (ii) such expenditure is expressly authorized in this Agreement; or, (iii) Operator obtains Owner's prior approval of such expenditure, Service Provider which approval shall prepare not be unreasonably withheld or unduly delayed; or, (iv) such expenditure is warranted by increased levels of business; or, (v) such expenditure is required to meet emergency conditions and submit to the Board a statement setting forth the details Owner is promptly advised thereof; or, (vi) additional expenditures are incurred by reason of the proposed expenditure and the reasons therefor, together with occurrence of an explanation of the variance as it relates to the applicable Approved Budget. The Board shall be deemed to have approved event or events not reasonably foreseeable by Operator; or, (vii) such expenditure unless it shall have affirmatively disapproved such expenditure in writing within ten (10) business days after Service Provider shall have delivered such statement to is caused by the Boardoccurrence of an event or events outside Operator's reasonable control.

Budgets. (a) Contemporaneously with Hyatt will provide the execution Owner before December 1 (or such earlier date as they become available) of each year during the term (i) Hyatt's proposed preliminary forecast for the succeeding fiscal year of hotel operations, including estimates of revenues and delivery of this Agreementoperating expenses and the assumptions underlying same, (ii) a proposed budget for major expenditures for the Board has acknowledged its approval of a consolidated property-level succeeding fiscal year, including all capital and FF&E expenditures, and (iii) Hyatt's proposed marketing plan, including the related marketing budget (the “Property Roll-Up Budget”) and a consolidated corporate budget (the “Corporate Budget”"Marketing Plan") for the succeeding calendar year ending December 31(collectively, 2018the materials in (i), (ii) and (iii) shall be the "Forecasts"). With respect Thereafter, Hyatt shall meet with Owner to each subsequent fiscal yeardiscuss the Forecasts and shall take into account Owner's views regarding the Forecasts in an attempt to achieve a consensus on, Service Provider shall prepare and provide a Property Roll-Up Budget and Corporate Budget Owner's approval of, the Forecasts. After Hyatt has made revisions to the Board for Forecasts, if any, following its meetings with Owner, Hyatt shall present to Owner Hyatt's final Forecasts. However, except as set forth in the following sentence, Hyatt shall not be obligated to obtain Owner's approval not later than December 1 of the prior fiscal year (until approved pursuant Forecasts. The Marketing Plan shall be subject to this Section 16(a)Owner's approval, each, a “Budget” and, once approved, an “Approved Budget”)which shall not be unreasonably withheld. (b) If the Board fails to approve a proposed Budget (or a particular portion thereof) for any fiscal year prior to the first day of such fiscal year, Service Provider shall manage the Company in accordance with the portion of the proposed Budget that was approved by the Board and, in relation to the portion that was not approved, in accordance with the corresponding portion of the Approved Budget of such Property or the Company, as applicable, for the immediately preceding Fiscal Year, except Owner acknowledges that the applicable portion of such preceding Approved Budget Forecasts shall be adjusted prepared by Hyatt for internal management purposes and are necessarily based upon estimates of uncertain future events and conditions and that Hyatt shall have no liability to reflect Owner, and shall not be deemed in default under this Agreement, if actual operating results vary to any extent from the Forecasts. Nothing in this Section 3.5 is intended to limit or negate (i) the authority conferred upon Hyatt elsewhere in relation to expenses not within the reasonable control of the Companythis Agreement including, the actual amount of such expenses; and without limitation, Section 3.1 or Section 5.4 hereof, (ii) in relation to expenses within the reasonable control obligations of the CompanyOwner under Section 5.4(c) or Section 7.1 hereof, an increase of five percent or (5%) over the amount set out in such preceding Approved Budget. (c) Service Provider agrees to manage the Company in accordance with the Approved Budgets; provided, that Service Provider may vary from the limitations set forth in any Approved Budget (i) in relation to expenditures not reasonably within the control of the Company or expenditures incurred under such circumstances as Service Provider shall reasonably and in good ▇▇▇▇▇ ▇▇▇▇ to be an emergency necessary for the preservation or safety of the Company or the Properties, in such amounts as are reasonably necessary in Service Provider’s good faith judgment and (ii) in relation to expenditures reasonably within the control of the Company, to the extent that (Aiii) any expenditure does not cause aggregate expenditures for the relevant line item in such Approved Budget to exceed the aggregate amount budgeted for such item by more than ten percent (10%) other term or condition of the amount set forth in such Approved Budget and (B) the aggregate of such controllable expenditures does not exceed one hundred eight percent (108%) of the sum of the line items for controllable expenditures in the Approved Budgetthis Agreement. (d) During each calendar year, Service Provider shall, as part of its quarterly reporting to the Board, report line item variances against the applicable Approved Budget and provide a reconciliation of actual expenditures to amounts set forth in the applicable Approved Budget. In the event that Service Provider proposes to make any expenditures in excess of the amounts permitted in Section 16(c), Service Provider shall prepare and submit to the Board a statement setting forth the details of the proposed expenditure and the reasons therefor, together with an explanation of the variance as it relates to the applicable Approved Budget. The Board shall be deemed to have approved such expenditure unless it shall have affirmatively disapproved such expenditure in writing within ten (10) business days after Service Provider shall have delivered such statement to the Board.