Common use of Operating Budgets Clause in Contracts

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

Operating Budgets. Manager The initial Operating Budget for 2010 is attached as Exhibit “D” which has submitted to Owner, for Owner's approval, a proposed operating budget for been approved by both Managing Members. No later than the ensuing full or partial fiscal year, as first (1st) day of the case may be ("Operating Budget"). Hereafter, Manager shall, not less than forty-five (45) days prior to the commencement last quarter of each full fiscal yearCompany Year, the Skechers Managing Member shall submit to Owner, for Owner's approval, a proposed Operating Budget for the ensuing full or partial fiscal year, as the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan (which shall describe business objectives and strategies for include capital expenditures which are the period covered by landlord’s obligation under the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guestsLease, and a description of sales and marketing activities designed business plan) for the next ensuing Company Year for approval by the HF Managing Member. Proposed amendments to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Approved Operating Budget may be submitted by the Skechers Managing Member to the HF Managing Member at any time. Such proposed Operating Budget (or any proposed amendment thereto) shall not be unreasonably withheld deemed to be effective until such time as it has been approved by the HF Managing Member. The HF Managing Member shall respond in writing to each such proposed Operating Budget (or any proposed amendment thereto) within thirty (30) days after receipt thereof. In such response, the HF Managing Member shall specify in detail its disapproval of any item or items therein or its disapproval of the whole, and shall be deemed given unless a specific written objection thereto is delivered any proposed modifications requested by Owner to Manager within the HF Managing Member or recommended changes therein. Within fifteen (15) days after submission. Owner shall review receipt by the Operating Budget on a line-by-line basis. To be effective, Skechers Member of the HF Managing Member’s disapproval of any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail (or any proposed amendment thereto), the Skechers Managing Member may re-submit to individual line items. If the initial HF Managing Member a revised Operating Budget contains disputed budget item(s(or amendment) for its approval. The HF Managing Member shall not unreasonably withhold or delay approval of any Operating Budget or amendment (with the issue of reasonableness being determined by expedited arbitration under Article 15). In the event that any Company Year shall commence without an Operating Budget approved by both the Skechers Managing Member and the HF Managing Member pursuant to the terms of this Section, said item(s) the Managing Members shall be deemed adopted until Owner and Manager have resolved the item(s) objected entitled to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained make expenditures for items specified in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein most recent Company Year which has been approved by both Managing Members, and shall be substituted in lieu for the actual amount of the disputed items utility cost, property taxes, insurance premiums or special assessments incurred by the Company or a Subsidiary in the proposed current Company Year and any other non-discretionary items (including Debt service and stated increases in Company obligations or Subsidiary obligations under contracts for the year), and for any expenditures on the Project which, in the Managing Members’ reasonable good faith judgment, is necessary to prevent imminent damage to the Project and/or injury to Persons. The Operating Budget. Those line items which are in dispute Budget shall be determined by increasing not include the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index budget for All Urban Consumers published by the Bureau of Labor Statistics development of the United States Department of Labor, U.S. City Average, all items Project (1984-1986=100) for although the fiscal year prior Members acknowledge that a development budget has been approved and a copy is attached as an exhibit to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,Development Management Agreement).

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

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

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

Operating Budgets. Manager The initial Operating Budget for 2010 is attached as Exhibit “D” which has submitted to Owner, for Owner's approval, a proposed operating budget for been approved by both Managing Members. No later than the ensuing full or partial fiscal year, as first (1st) day of the case may be ("Operating Budget"). Hereafter, Manager shall, not less than forty-five (45) days prior to the commencement last quarter of each full fiscal yearCompany Year, the Skechers Managing Member shall submit to Owner, for Owner's approval, a proposed Operating Budget for the ensuing full or partial fiscal year, as the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan (which shall describe business objectives and strategies for include capital expenditures which are the period covered by landlord’s obligation under the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guestsLease, and a description of sales and marketing activities designed business plan) for the next ensuing Company Year for approval by the HF Managing Member. Proposed amendments to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Approved Operating Budget may be submitted by the Skechers Managing Member to the HF Managing Member at any time. Such proposed Operating Budget (or any proposed amendment thereto) shall not be unreasonably withheld deemed to be effective until such time as it has been approved by the HF Managing Member. The HF Managing Member shall respond in writing to each such proposed Operating Budget (or any proposed amendment thereto) within thirty (30) days after receipt thereof. In such response, the HF Managing Member shall specify in detail its disapproval of any item or items therein or its disapproval of the whole, and shall be deemed given unless a specific written objection thereto is delivered any proposed modifications requested by Owner to Manager within the HF Managing Member or recommended changes therein. Within fifteen (15) days after submission. Owner shall review receipt by the Operating Budget on a line-by-line basis. To be effective, Skechers Member of the HF Managing Member’s disapproval of any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail (or any proposed amendment thereto), the Skechers Managing Member may re-submit to individual line items. If the initial HF Managing Member a revised Operating Budget contains disputed budget item(s(or amendment) for its approval. The HF Managing Member shall not unreasonably withhold or delay approval of any Operating Budget or amendment (with the issue of reasonableness being determined by expedited arbitration under Article 15). In the event that any Company Year shall commence without an Operating Budget approved by both the Skechers Managing Member and the HF Managing Member pursuant to the terms of this Section, said item(s) the Managing Members shall be deemed adopted until Owner and Manager have resolved the item(s) objected entitled to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained make expenditures for items specified in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein most recent Company Year which has been approved by both Managing Members, and shall be substituted in lieu for the actual amount of the disputed items utility cost, property taxes, insurance premiums or special assessments incurred by the Company in the proposed current Company Year and any other non-discretionary items (including Debt service and stated increases in Company obligations under contracts for the year), and for any expenditures on the Project which, in the Managing Members’ reasonable good faith judgment, is necessary to prevent imminent damage to the Project and/or injury to Persons. The Operating Budget. Those line items which are in dispute Budget shall be determined by increasing not include the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index budget for All Urban Consumers published by the Bureau of Labor Statistics development of the United States Department of Labor, U.S. City Average, all items Project (1984-1986=100) for although the fiscal year prior Members acknowledge that a development budget has been approved and a copy is attached as an exhibit to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,Development Management Agreement).

Operating Budgets. Manager has submitted (i) The Borrowers shall, not later than thirty (30) days before the first Commercial Operation Date for any Plant, adopt an operating plan and a budget with respect to Owner, for Owner's approval, a proposed each Plant and an aggregate operating plan and budget for the Project setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses and Maintenance Capital Expenses for the period from such date to the conclusion of the then-current calendar year and provide a copy of such operating plan and budget at such time to the Administrative Agent. No less than sixty (60) days in advance of the beginning of each calendar year thereafter, the Borrowers shall similarly adopt an operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses and Maintenance Capital Expenses for the ensuing full or partial fiscal year, as calendar year for each Plant that has achieved its Commercial Operation Date and an aggregate operating plan and budget for the case may be Project and provide a copy of each such operating plan and budget at such time to the Administrative Agent. ("Each such operating plan and budget is herein called an “Operating Budget"”.) Each Operating Budget shall be prepared in accordance with a form approved by the Independent Engineer and shall become effective upon approval of the Required Lenders (acting in consultation with the Consultants). Hereafter, Manager shall, If the Borrowers shall not less than forty-five (45) days prior to the commencement of each full fiscal year, submit to Owner, for Owner's approval, a proposed have adopted an annual Operating Budget for each Plant and for the ensuing full Project before the beginning of any calendar year or partial fiscal any Operating Budget adopted by the Borrowers shall not have been accepted by the Required Lenders before the beginning of any upcoming calendar year, the Operating Budget for such Plant for the preceding calendar year shall, until the adoption of an annual Operating Budget, as the case may be. Each 3 , by the Borrowers and acceptance of such Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall includeRequired Lenders, without limitation, an analysis of be deemed to be in force and effective as the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the annual Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (15) days after submission. Owner shall review for such Plant or the Operating Budget on a line-by-line basis. To be effectiveProject, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual line items. If as the case may be, for such upcoming calendar year; provided that if the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to by Owner for any Plant or the Accountant(sProject is not approved by the Required Lenders, the Borrowers may use a budget that is consistent with the Financial Model as of the date hereof (or any updated Financial Model that has been approved by the Required Lenders) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed until an initial Operating Budget in the manner and within the time period provided thereforis approved, and Owner and Manager are unable the Borrowers shall work diligently to resolve the disputed or objectionable matters submitted by Owner prior prepare an initial Operating Budget that is acceptable to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984-1986=100) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,Required Lenders.

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

Operating Budgets. Manager The initial Operating Budget for 2019 is attached as Exhibit “C” which has submitted to Owner, for Owner's approval, a proposed operating budget for been approved by both Managing Members. No later than the ensuing full or partial fiscal year, as first (1st) day of the case may be ("Operating Budget"). Hereafter, Manager shall, not less than forty-five (45) days prior to the commencement last quarter of each full fiscal yearCompany Year, the Skechers Managing Member shall submit to Owner, for Owner's approval, a proposed Operating Budget for the ensuing full or partial fiscal year, as the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan (which shall describe business objectives and strategies for include capital expenditures which are the period covered by landlord’s obligation under the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guestsLease, and a description of sales and marketing activities designed business plan) for the next ensuing Company Year for approval by the HF Managing Member. Proposed amendments to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Approved Operating Budget may be submitted by the Skechers Managing Member to the HF Managing Member at any time. Such proposed Operating Budget (or any proposed amendment thereto) shall not be unreasonably withheld deemed to be effective until such time as it has been approved by the HF Managing Member. The HF Managing Member shall respond in writing to each such proposed Operating Budget (or any proposed amendment thereto) within thirty (30) days after receipt thereof. In such response, the HF Managing Member shall specify in detail its disapproval of any item or items therein or its disapproval of the whole, and shall be deemed given unless a specific written objection thereto is delivered any proposed modifications requested by Owner to Manager within the HF Managing Member or recommended changes therein. Within fifteen (15) days after submission. Owner shall review receipt by Skechers of the Operating Budget on a line-by-line basis. To be effective, HF Managing Member’s disapproval of any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail (or any proposed amendment thereto), the Skechers Managing Member may re-submit to individual line items. If the initial HF Managing Member a revised Operating Budget contains disputed budget item(s(or amendment) for its approval. The HF Managing Member shall not unreasonably withhold or delay approval of any Operating Budget or amendment (with the issue of reasonableness being determined by expedited arbitration under Article 15). In the event that any Company Year shall commence without an Operating Budget approved by both the Skechers Managing Member and the HF Managing Member pursuant to the terms of this Section, said item(s) the Managing Members shall be deemed adopted until Owner and Manager have resolved the item(s) objected entitled to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained make expenditures for items specified in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein most recent Company Year which has been approved by both Managing Members, and shall be substituted in lieu for the actual amount of the disputed items utility cost, property taxes, insurance premiums or special assessments incurred by the Company or any Subsidiary in the proposed current Company Year and any other non-discretionary items (including Debt service and stated increases in Company obligations or Subsidiary obligations under contracts for the year), and for any expenditures on the Project which, in the Managing Members’ reasonable good faith judgment, is necessary to prevent imminent damage to the Project and/or injury to Persons. The Operating Budget. Those line items which are in dispute Budget shall be determined by increasing not include the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index budget for All Urban Consumers published by the Bureau of Labor Statistics development of the United States Department of Labor, U.S. City Average, all items Project (1984-1986=100) for although the fiscal year prior Members acknowledge that a development budget has been approved and a copy is attached as an exhibit to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,Development Management Agreement).

Operating Budgets. Manager has submitted The Management Committee shall cause the Project Operator to Owner(i) prepare and submit to the Management Committee for its review and approval by Majority Vote all proposed Operating Budgets and amendments thereto, in accordance with this Article 5, (ii) provide to the Management Committee with the proposed Operating Budgets or amendments sufficient information to support the proposed Operating Budgets or amendments in such reasonable detail as to permit the Management Committee to evaluate the Operating Budgets or amendments; and (iii) promptly respond in writing, or orally if the requesting Participant(s) agrees, to reasonable requests of any Participant for Owner's approvalany explanation and clarification of the proposed Operating Budgets or amendments, any specific items or details of the proposed Operating Budgets or amendments, and for further information, each as reasonably required to enable such Participant(s) to evaluate the proposed Operating Budgets or amendments. Attached hereto as Exhibit A is an initial proposed Operating Budget prepared by EnviroMission for the initial Operating Budget period commencing on the Effective Date and ending on the last day of the then current Fiscal Year (or, if the last day of such current Fiscal Year shall be less than a one-hundred eighty (180) days following the Effective Date, the last day of the Fiscal Year next succeeding such current Fiscal Year). Based on such proposed Operating Budget, the Management Committee shall by a Majority Vote approve an Operating Budget for such initial period. Also, included in Exhibit A is a projection prepared by EnviroMission of Operating Expenses for the subsequent period of four Fiscal Years ("Initial Operating Projection"), which Initial Operating Projection is provided for planning purposes and shall be superseded by the Operating Budget for the first and any subsequent Fiscal Year, established as provided herein. Following the approval of the initial Operating Budget, the Management Committee shall cause the Project Operator, to the extent practicable, to distribute to each Participant, a draft of the proposed operating budget for the ensuing full or partial fiscal year, as the case may be ("Operating Budget"). Hereafter, Manager shall, not less than Budget at least forty-five (45) days before the deadline for approval thereof by a Majority Vote by the Management Committee as provided below in this Section; to the extent that a Participant shall have provided its comments, if any, to the Management Committee within thirty (30) days after receipt of the proposed Operating Budget, the Management Committee shall reasonably consider such comments in preparation of its final Operating Budget. With respect to each Fiscal Year during the Term subsequent to the period covered by the initial Operating Budget approved as provided above, the Management Committee shall review and vote on the proposed Operating Budget on or before one hundred twenty (120) days prior to the commencement end of each full fiscal year, submit to Owner, for Owner's approval, Fiscal Year. The approval of a proposed Operating Budget for shall require a Majority Vote. A Management Committee approved Operating Budget may be amended from time to time during the ensuing full or partial fiscal year, as applicable year by a Majority Vote in accordance with the case may beprovisions of this Agreement. Each 3 Operating Budget shall separately identify the estimated Operating Expenses and recommended levels of Working Capital in accordance with Section 5.1.3. Each Operating Budget will follow the Uniform System of Accounts and shall specify, among other things, the estimate of all Operating Expenses and Working Capital requirements and all major maintenance expenditures, in each case, for each of the applicable Fiscal Years in the five (5) year rolling Budget. Each Operating Budget shall be accompanied byby a Project operating plan setting forth a forecast of personnel to operate and maintain the Project and a periodic inspection, Maintenance and shall include, a business plan which shall describe business objectives repair schedule and strategies for the period covered by other underlying assumptions and implementation plans in connection with the Operating Budget. The business plan Management Committee shall include, without limitation, an analysis direct a copy of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the approved Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (15) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effective, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual line items. If the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published provided by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items Project Operator to each Participant within five (1984-1986=1005) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for Business Days after its approval,.

Operating Budgets. Manager has submitted shall, 60 days prior to Ownerthe Phase I Commencement Date, submit to the Management Business Board, for Owner's its approval, a detailed proposed operating budget budget, including compensation for all key employees and projected contracts with third party vendors and consultants, for the ensuing full or partial remainder of the then current fiscal year, as the case may be year ("Operating Budget"). HereafterThereafter, Manager shall, not less than forty-five sixty (4560) days prior to the commencement of each full or partial fiscal year, submit to Ownerthe Management Business Board, for Owner's its approval, a proposed Operating Budget for the ensuing full or partial fiscal year, as the case may be. Each 3 Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. OwnerManagement Business Board's approval of the Operating Budget shall not be unreasonably withheld or delayed. Manager or the General Manager shall meet with the Management Business Board to discuss the proposed Budget and the Management Business Board's approval shall be deemed given unless a specific written objection thereto was delivered to Manager within thirty (30) days after Manager or the General Manager and the Management Business Board have met to discuss the proposed Budget. If the Management Business Board for any reason declines to meet with Manager or the General Manager to discuss a proposed Budget, it shall be deemed to have given its consent unless a specific written objection is delivered by Owner it or the objecting representatives, as applicable, to Manager within fifteen thirty (1530) days after submissionthe date the proposed Budget is submitted to the Management Business Board. Owner The Management Business Board or the objecting representatives, as applicable, shall review the Operating Budget on a line-by-line basis. To be effective, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual line items. If the initial Operating proposed Budget contains disputed budget item(s), said the Manager's Representatives and the Authority's Representatives shall cooperate with each other in good faith to resolve the disputed or objectionable proposed item(s). In the event the Manager's Representatives and the Authority's Representatives are not able to reach agreement concerning any disputed or objectionable item(s) within a period of thirty (30) days after the date the Management Business Board receives a copy of such proposed Budget from the Manager, either party shall be deemed adopted until Owner entitled to submit the dispute to arbitration in accordance with Section 16 of this Agreement. If the Manager's Representatives and Manager have resolved the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager Authority's Representatives are unable to resolve the disputed or objectionable matters submitted by Owner item(s) prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item item(s) contained in the Operating Budget for the preceding fiscal year (or in the proposed Budget if there is no Budget for the preceding fiscal year) shall be adjusted as set forth herein and shall be substituted in lieu of the disputed items item(s) in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's actual expense (pro-rated over a full year, in the event the Gaming Enterprise was not in operation during the entire preceding fiscal year) for the corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (19841982-1986=1001984=100) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item item(s) is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence this paragraph shall be deemed to be the Operating Budget in effect until such time as Manager Manager's Representatives and Owner the Authority's Representatives have resolved the items objected to by Owneror in dispute. Manager shall may, after notice to the Management Business Board, revise the Operating Budget from time to time-to-time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,

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

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

Operating Budgets. Manager has submitted (i) Not later than thirty (30) days before the first Commercial Operation Date for any Plant, adopt an operating plan and a budget with respect to Owner, for Owner's approval, a proposed each Plant and an aggregate operating plan and budget for the Project setting forth in Note and Equity Purchase Agreement 64 reasonable detail the projected requirements for Operation and Maintenance Expenses and Maintenance Capital Expenses for the period from such date to the conclusion of the then-current calendar year and provide a copy of such operating plan and budget at such time to the Agent. No less than sixty (60) days in advance of the beginning of each calendar year thereafter, the Company shall cause the Loan Parties to similarly adopt an operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses and Maintenance Capital Expenses for the ensuing full or partial fiscal year, as calendar year for each Plant that has achieved its Commercial Operation Date and an aggregate operating plan and budget for the case may be Project and provide a copy of each such operating plan and budget at such time to the Agent. ("Each such operating plan and budget is herein called an “Operating Budget"”.) Each Operating Budget shall be prepared in accordance with a form approved by the Owner’s Engineer and shall become effective upon approval of the Agent (acting in consultation with the Consultants, so long as such Consultant was engaged by Agent or Company). Hereafter, Manager shall, If the Loan Parties shall not less than forty-five (45) days prior to the commencement of each full fiscal year, submit to Owner, for Owner's approval, a proposed have adopted an annual Operating Budget for each Plant and for the ensuing full Project before the beginning of any calendar year or partial fiscal any Operating Budget adopted by the Loan Parties shall not have been accepted by the Agent before the beginning of any upcoming calendar year, the Operating Budget for such Plant for the preceding calendar year shall, until the adoption of an annual Operating Budget, as the case may be. Each 3 , by the Loan Parties and acceptance of such Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall includeAgent, without limitation, an analysis of be deemed to be in force and effective as the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the annual Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (15) days after submission. Owner shall review for such Plant or the Operating Budget on a line-by-line basis. To be effectiveProject, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual line items. If as the case may be, for such upcoming calendar year; provided that if the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to by Owner for any Plant or the Accountant(sProject is not approved by the Agent, the Company shall cause the Loan Parties to use a budget that is consistent with the Financial Model as of the date hereof (or any updated Financial Model that has been approved by the Agent) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed until an initial Operating Budget in the manner and within the time period provided thereforis approved, and Owner and Manager are unable the Company shall cause the Loan Parties to resolve the disputed or objectionable matters submitted by Owner prior work diligently to prepare an initial Operating Budget that is acceptable to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984-1986=100) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense. Any such revision shall be submitted to Owner for approval,Agent.

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

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

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