Common use of Budget Approval Clause in Contracts

Budget Approval. (i) The initial budget of the Company (the “Initial Budget”) is attached to this Agreement as Exhibit B, which budget has been approved by the Manager and MCG. At least sixty (60) days prior to the commencement of each Fiscal Year of the Company (beginning for the Fiscal Year 2014), the Manager shall cause to be prepared and shall submit to MCG a budget in reasonable detail for such Fiscal Year. At the request of MCG, the Manager will meet with MCG, at a time and place reasonably agreed to by the parties, to discuss each proposed budget. At such meetings, the Manager shall provide to MCG back-up materials that MCG may reasonably request regarding each proposed budget. MCG shall consider such budget and shall, at least thirty (30) days prior to the commencement of the upcoming Fiscal Year, approve or reject such budget. If MCG rejects a budget, the Manager and MCG shall use diligent efforts to revise the proposed budget in form and substance satisfactory to both the Manager and MCG in their reasonable judgment. Each budget approved by MCG pursuant to this Section 9.1(f), including the Initial Budget, is hereafter called the “Approved Budget.” If the Manager and MCG cannot agree on an Approved Budget for a Fiscal Year prior to January 31 of such Fiscal Year, then either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, may initiate the buy-sell procedures under Section 10.4. (ii) The Manager may make the expenditures provided for in and otherwise implement the Approved Budget, and may expend amounts in excess of the Approved Budget provided that overall expenditures for a Fiscal Year do not exceed the Approved Budget by more than ten percent (10%). If the Manager desires to expend amounts in excess of such amount, then it shall be a “Major Decision” subject to the procedures of Section 9.1(d). (iii) Until final approval of an Approved Budget by MCG, the Manager shall be authorized to operate the Project on the basis of the previous Fiscal Year’s Approved Budget, together with an increase in such Approved Budget equal to the actual increase in expenses associated with real estate taxes and assessments, insurance premiums, debt service and utilities relating to the Project. Any and all projections contained in any Approved Budget or prior version provided by the Manager are simply estimates and assessments and do not constitute any guaranty of performance whatsoever. (iv) Notwithstanding the approval rights of MCG in this Section 9.1(f), a budget shall be deemed to be an “Approved Budget,” and MCG shall not have the right to approve it, if a lender to the Company or its subsidiaries approves such budget in accordance with its loan documents. In addition, any expenditure that MCG would have the right to approve under Section 9.1(f)(ii) shall be deemed approved if a lender to the Company or its subsidiaries approves such expenditure in accordance with its loan documents.

Budget Approval. (i) The initial budget of the Company (the “Initial Budget”) is attached Annual Operating Budget submitted to this Agreement as Exhibit B, which budget has been approved Lessee by the Manager and MCG. At least sixty (60) days prior shall be subject to the commencement approval of each Fiscal Year of the Company Lessee (beginning for the Fiscal Year 2014), the Manager shall cause such approval not to be prepared and unreasonably withheld). The Annual Operating Budget shall submit to MCG a budget not be deemed accepted by Lessee in reasonable detail for such Fiscal Yearthe absence of its express written approval. At the request of MCG, the Manager will meet with MCG, at a time and place reasonably agreed to by the parties, to discuss each proposed budget. At such meetings, the Manager shall provide to MCG back-up materials that MCG may reasonably request regarding each proposed budget. MCG shall consider such budget and shall, at least Not later than thirty (30) days prior after receipt by Lessee of a proposed Annual Operating Budget (or such longer period as Lessee may reasonably request on Notice to Manager), Lessee may deliver an AOB Objection Notice with reasonable detail to the commencement Manager stating that Lessee objects to any information contained in or omitted from such proposed Annual Operating Budget and setting forth the nature of such objections with reasonable specificity. Failure of Lessee to deliver an AOB Objection Notice shall be deemed rejection of the upcoming Fiscal Year, approve or reject such budgetManager’s proposed Annual Operating Budget in its entirety. If MCG rejects a budgetUpon receipt of any AOB Objection Notice, the Manager shall, after consultation with Lessee, modify the proposed Annual Operating Budget, taking into account Lessee’s objections, and MCG shall resubmit the same to Lessee for Lessee’s approval within fifteen (15) days thereafter, and Lessee may deliver further AOB Objection Notices (if any) within fifteen (15) days thereafter (in which event, the re-submission and review process described above in this sentence shall continue until the proposed Annual Operating Budget in question is accepted and consented to by Lessee). Notwithstanding anything to the contrary set forth herein, Lessee shall have the right at any time subsequent to the acceptance and consent with respect to any Annual Operating Budget, on Notice to the Manager, to revise such Annual Operating Budget or to request that the Manager prepare for Lessee’s approval a revised Annual Operating Budget (with the approval of Manager, such approval not to be unreasonably withheld), taking into account such circumstances as Lessee deems appropriate; provided, however, that the revision of an Annual Operating Budget shall not be deemed a revocation of the Manager’s authority with respect to such actions as the Manager may have already taken prior to receipt of such revision notice in implementing a previously approved budget or plan. Lessee and Manager acknowledge and agree that the Annual Operating Budgets are merely forecasts of operating revenues and expenses for an ensuing year and shall be revised, by agreement of Lessee and Manager, from time to time as business and operating conditions shall demand. However, Manager shall use diligent its reasonable best efforts to revise the proposed budget in form and substance satisfactory to both the Manager and MCG in their reasonable judgment. Each budget approved by MCG pursuant to this Section 9.1(f), including the Initial Budget, is hereafter called the “Approved Budget.” If the Manager and MCG cannot agree on an Approved Budget for a Fiscal Year prior to January 31 of such Fiscal Year, then either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, may initiate the buy-sell procedures under Section 10.4. (ii) The Manager may make the expenditures provided for in and otherwise implement the Approved Budget, and may expend amounts in excess of the Approved Budget provided that overall expenditures for a Fiscal Year do not exceed the Approved Budget by more than ten percent (10%). If the Manager desires to expend amounts in excess of such amount, then it shall be a “Major Decision” subject to the procedures of Section 9.1(d). (iii) Until final approval of an Approved Budget by MCG, the Manager shall be authorized to operate the Project on the basis of the previous Fiscal Year’s Approved Budget, together with an increase in such Approved Budget equal to the actual increase in expenses associated with real estate taxes and assessments, insurance premiums, debt service and utilities relating to the Project. Any and all projections contained in any Approved Budget or prior version provided by the Manager are simply estimates and assessments and do not constitute any guaranty of performance whatsoever. (iv) Notwithstanding the approval rights of MCG in this Section 9.1(f), a budget shall be deemed to be an “Approved Budget,” and MCG shall not have the right to approve it, if a lender to the Company or its subsidiaries approves such budget Premises in accordance with its loan documentsthe Annual Operating Budget. In addition, any expenditure that MCG would have The failure of the right Hotel to approve under Section 9.1(f)(ii) shall be deemed approved if a lender to the Company or its subsidiaries approves such expenditure perform in accordance with its loan documentssuch Annual Operating Budget shall not constitute a default by Manager of this Agreement, however, the Lessee has a right to terminate this Agreement with respect to a Subject Hotel if such Subject Hotel fails to satisfy the Performance Test as set forth in Section 2.03(c) above.

Budget Approval. (i) The initial budget of the Company (the “Initial Budget”) is attached Annual Operating Budget submitted to this Agreement as Exhibit B, which budget has been approved Lessee by the Manager and MCG. At least sixty (60) days prior shall be subject to the commencement approval of each Fiscal Year of the Company Lessee (beginning for the Fiscal Year 2014), the Manager shall cause such approval not to be prepared and unreasonably withheld). The Annual Operating Budget shall submit to MCG a budget not be deemed accepted by Lessee in reasonable detail for such Fiscal Yearthe absence of its express written approval. At the request of MCG, the Manager will meet with MCG, at a time and place reasonably agreed to by the parties, to discuss each proposed budget. At such meetings, the Manager shall provide to MCG back-up materials that MCG may reasonably request regarding each proposed budget. MCG shall consider such budget and shall, at least Not later than thirty (30) days prior after receipt by Lessee of a proposed Annual Operating Budget (or such longer period as Lessee may reasonably request on Notice to Manager), Lessee may deliver an AOB Objection Notice with reasonable detail to the commencement Manager stating that Lessee objects to any information contained in or omitted from such proposed Annual Operating Budget and setting forth the nature of such objections with reasonable specificity. Failure of Lessee to deliver an AOB Objection Notice shall be deemed rejection of the upcoming Fiscal Year, approve or reject such budgetManager’s proposed Annual Operating Budget in its entirety. If MCG rejects a budgetUpon receipt of any AOB Objection Notice, the Manager shall, after consultation with Lessee, modify the proposed Annual Operating Budget, taking into account Lessee’s objections, and MCG shall resubmit the same to Lessee for Lessee’s approval within fifteen (15) days thereafter, and Lessee may deliver further AOB Objection Notices (if any) within fifteen (15) days thereafter (in which event, the re-submission and review process described above in this sentence shall continue until the proposed Annual Operating Budget in question is accepted and consented to by Lessee). Notwithstanding anything to the contrary set forth herein, Lessee shall have the right at any time subsequent to the acceptance and consent with respect to any Annual Operating Budget, on Notice to the Manager, to revise such Annual Operating Budget or to request that the Manager prepare for Lessee’s approval a revised Annual Operating Budget (with the approval of Manager, such approval not to be unreasonably withheld), taking into account such circumstances as Lessee deems appropriate; provided, however, that the revision of an Annual Operating Budget shall not be deemed a revocation of the Manager’s authority with respect to such actions as the Manager may have already taken prior to receipt of such revision notice in implementing a previously approved budget or plan. Lessee and Manager acknowledge and agree that the Annual Operating Budgets are merely forecasts of operating revenues and expenses for an ensuing year and shall be revised, by agreement of Lessee and Manager, from time to time as business and operating conditions shall demand. However, Manager shall use diligent its reasonable best efforts to revise the proposed budget in form and substance satisfactory to both the Manager and MCG in their reasonable judgment. Each budget approved by MCG pursuant to this Section 9.1(f), including the Initial Budget, is hereafter called the “Approved Budget.” If the Manager and MCG cannot agree on an Approved Budget for a Fiscal Year prior to January 31 of such Fiscal Year, then either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, may initiate the buy-sell procedures under Section 10.4. (ii) The Manager may make the expenditures provided for in and otherwise implement the Approved Budget, and may expend amounts in excess of the Approved Budget provided that overall expenditures for a Fiscal Year do not exceed the Approved Budget by more than ten percent (10%). If the Manager desires to expend amounts in excess of such amount, then it shall be a “Major Decision” subject to the procedures of Section 9.1(d). (iii) Until final approval of an Approved Budget by MCG, the Manager shall be authorized to operate the Project on the basis of the previous Fiscal Year’s Approved Budget, together with an increase in such Approved Budget equal to the actual increase in expenses associated with real estate taxes and assessments, insurance premiums, debt service and utilities relating to the Project. Any and all projections contained in any Approved Budget or prior version provided by the Manager are simply estimates and assessments and do not constitute any guaranty of performance whatsoever. (iv) Notwithstanding the approval rights of MCG in this Section 9.1(f), a budget shall be deemed to be an “Approved Budget,” and MCG shall not have the right to approve it, if a lender to the Company or its subsidiaries approves such budget Premises in accordance with its loan documentsthe Annual Operating Budget. In addition, The failure of any expenditure that MCG would have of the right Hotels to approve under Section 9.1(f)(ii) shall be deemed approved if a lender to the Company or its subsidiaries approves such expenditure perform in accordance with its loan documentssuch Annual Operating Budget shall not constitute a default by Manager of this Agreement, however, the Lessee has a right to terminate this Agreement with respect to a Subject Hotel if such Subject Hotel fails to satisfy the Performance Test as set forth in Section 2.03(c) above.

Budget Approval. (i) The initial budget of the Company (the “Initial Budget”) is attached Annual Operating Budget submitted to this Agreement as Exhibit B, which budget has been approved Lessee by the Manager and MCG. At least sixty (60) days prior shall be subject to the commencement approval of each Fiscal Year of the Company Lessee (beginning for the Fiscal Year 2014), the Manager shall cause such approval not to be prepared and unreasonably withheld). The Annual Operating Budget shall submit to MCG a budget not be deemed accepted by Lessee in reasonable detail for such Fiscal Yearthe absence of its express written approval. At the request of MCG, the Manager will meet with MCG, at a time and place reasonably agreed to by the parties, to discuss each proposed budget. At such meetings, the Manager shall provide to MCG back-up materials that MCG may reasonably request regarding each proposed budget. MCG shall consider such budget and shall, at least Not later than thirty (30) days prior after receipt by Lessee of a proposed Annual Operating Budget (or such longer period as Lessee may reasonably request on Notice to Manager), Lessee may deliver an AOB Objection Notice with reasonable detail to the commencement Manager stating that Lessee objects to any information contained in or omitted from such proposed Annual Operating Budget and setting forth the nature of such objections with reasonable specificity. Failure of Lessee to deliver express written approval of the upcoming Fiscal Year, approve or reject such budgetAnnual Operating Budget and an AOB Objection Notice shall be deemed rejection of the Manager’s proposed Annual Operating Budget in its entirety. If MCG rejects a budgetUpon receipt of any AOB Objection Notice, the Manager shall, after consultation with Lessee, modify the proposed Annual Operating Budget, taking into account Lessee’s objections, and MCG shall resubmit the same to Lessee for Lessee’s approval within fifteen (15) days thereafter, and Lessee may deliver further AOB Objection Notices (if any) within fifteen (15) days thereafter (in which event, the re-submission and review process described above in this sentence shall continue until the proposed Annual Operating Budget in question is accepted and consented to by Lessee). Notwithstanding anything to the contrary set forth herein, Lessee shall have the right at any time subsequent to the acceptance and consent with respect to any Annual Operating Budget, on Notice to the Manager, to revise such Annual Operating Budget or to request that the Manager prepare for Lessee’s approval a revised Annual Operating Budget (with the approval of Manager, such approval not to be unreasonably withheld), taking into account such circumstances as Lessee deems appropriate; provided, however, that the revision of an Annual Operating Budget shall not be deemed a revocation of the Manager’s authority with respect to such actions as the Manager may have already taken prior to receipt of such revision notice in implementing a previously approved budget or plan. Lessee and Manager acknowledge and agree that the Annual Operating Budgets are merely forecasts of operating revenues and expenses for an ensuing year and shall be revised, by agreement of Lessee and Manager, from time to time as business and operating conditions shall demand. However, Manager shall use diligent its reasonable efforts to revise the proposed budget in form and substance satisfactory to both the Manager and MCG in their reasonable judgment. Each budget approved by MCG pursuant to this Section 9.1(f), including the Initial Budget, is hereafter called the “Approved Budget.” If the Manager and MCG cannot agree on an Approved Budget for a Fiscal Year prior to January 31 of such Fiscal Year, then either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, may initiate the buy-sell procedures under Section 10.4. (ii) The Manager may make the expenditures provided for in and otherwise implement the Approved Budget, and may expend amounts in excess of the Approved Budget provided that overall expenditures for a Fiscal Year do not exceed the Approved Budget by more than ten percent (10%). If the Manager desires to expend amounts in excess of such amount, then it shall be a “Major Decision” subject to the procedures of Section 9.1(d). (iii) Until final approval of an Approved Budget by MCG, the Manager shall be authorized to operate the Project on the basis of the previous Fiscal Year’s Approved Budget, together with an increase in such Approved Budget equal to the actual increase in expenses associated with real estate taxes and assessments, insurance premiums, debt service and utilities relating to the Project. Any and all projections contained in any Approved Budget or prior version provided by the Manager are simply estimates and assessments and do not constitute any guaranty of performance whatsoever. (iv) Notwithstanding the approval rights of MCG in this Section 9.1(f), a budget shall be deemed to be an “Approved Budget,” and MCG shall not have the right to approve it, if a lender to the Company or its subsidiaries approves such budget Premises in accordance with its loan documentsthe Annual Operating Budget. In addition, The failure of any expenditure that MCG would have of the right Hotels to approve under Section 9.1(f)(ii) shall be deemed approved if a lender to the Company or its subsidiaries approves such expenditure perform in accordance with its loan documentssuch Annual Operating Budget shall not constitute a default by Manager of this Agreement, however, the Lessee has a right to terminate this Agreement with respect to a Subject Hotel if such Subject Hotel fails to satisfy the Performance Test as set forth in Section 2.3(c) above.

Budget Approval. (i) The initial budget of the Company (the “Initial Budget”) is attached Annual Operating Budget submitted to this Agreement as Exhibit B, which budget has been approved Lessee by the Manager and MCG. At least sixty (60) days prior shall be subject to the commencement approval of each Fiscal Year of the Company Lessee (beginning for the Fiscal Year 2014), the Manager shall cause such approval not to be prepared and unreasonably withheld). The Annual Operating Budget shall submit to MCG a budget not be deemed accepted by Lessee in reasonable detail for such Fiscal Yearthe absence of its express written approval. At the request of MCG, the Manager will meet with MCG, at a time and place reasonably agreed to by the parties, to discuss each proposed budget. At such meetings, the Manager shall provide to MCG back-up materials that MCG may reasonably request regarding each proposed budget. MCG shall consider such budget and shall, at least Not later than thirty (30) days prior after receipt by Xxxxxx of a proposed Annual Operating Budget (or such longer period as Lessee may reasonably request on Notice to Manager), Lessee may deliver an AOB Objection Notice with reasonable detail to the commencement Manager stating that Lessee objects to any information contained in or omitted from such proposed Annual Operating Budget and setting forth the nature of such objections with reasonable specificity. Failure of Lessee to deliver an AOB Objection Notice shall be deemed rejection of the upcoming Fiscal Year, approve or reject such budgetManager’s proposed Annual Operating Budget in its entirety. If MCG rejects a budgetUpon receipt of any AOB Objection Notice, the Manager shall, after consultation with Xxxxxx, modify the proposed Annual Operating Budget, taking into account Lessee’s objections, and MCG shall resubmit the same to Lessee for Lessee’s approval within fifteen (15) days thereafter, and Lessee may deliver further AOB Objection Notices (if any) within fifteen (15) days thereafter (in which event, the re-submission and review process described above in this sentence shall continue until the proposed Annual Operating Budget in question is accepted and consented to by Xxxxxx). Notwithstanding anything to the contrary set forth herein, Lessee shall have the right at any time subsequent to the acceptance and consent with respect to any Annual Operating Budget, on Notice to the Manager, to revise such Annual Operating Budget or to request that the Manager prepare for Lessee’s approval a revised Annual Operating Budget (with the approval of Manager, such approval not to be unreasonably withheld), taking into account such circumstances as Lessee deems appropriate; provided, however, that the revision of an Annual Operating Budget shall not be deemed a revocation of the Manager’s authority with respect to such actions as the Manager may have already taken prior to receipt of such revision notice in implementing a previously approved budget or plan. Xxxxxx and Manager acknowledge and agree that the Annual Operating Budgets are merely forecasts of operating revenues and expenses for an ensuing year and shall be revised, by agreement of Xxxxxx and Manager, from time to time as business and operating conditions shall demand. However, Manager shall use diligent its reasonable best efforts to revise the proposed budget in form and substance satisfactory to both the Manager and MCG in their reasonable judgment. Each budget approved by MCG pursuant to this Section 9.1(f), including the Initial Budget, is hereafter called the “Approved Budget.” If the Manager and MCG cannot agree on an Approved Budget for a Fiscal Year prior to January 31 of such Fiscal Year, then either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, may initiate the buy-sell procedures under Section 10.4. (ii) The Manager may make the expenditures provided for in and otherwise implement the Approved Budget, and may expend amounts in excess of the Approved Budget provided that overall expenditures for a Fiscal Year do not exceed the Approved Budget by more than ten percent (10%). If the Manager desires to expend amounts in excess of such amount, then it shall be a “Major Decision” subject to the procedures of Section 9.1(d). (iii) Until final approval of an Approved Budget by MCG, the Manager shall be authorized to operate the Project on the basis of the previous Fiscal Year’s Approved Budget, together with an increase in such Approved Budget equal to the actual increase in expenses associated with real estate taxes and assessments, insurance premiums, debt service and utilities relating to the Project. Any and all projections contained in any Approved Budget or prior version provided by the Manager are simply estimates and assessments and do not constitute any guaranty of performance whatsoever. (iv) Notwithstanding the approval rights of MCG in this Section 9.1(f), a budget shall be deemed to be an “Approved Budget,” and MCG shall not have the right to approve it, if a lender to the Company or its subsidiaries approves such budget Premises in accordance with its loan documentsthe Annual Operating Budget. In addition, any expenditure that MCG would have The failure of the right Hotel to approve under Section 9.1(f)(ii) shall be deemed approved if a lender to the Company or its subsidiaries approves such expenditure perform in accordance with its loan documentssuch Annual Operating Budget shall not constitute a default by Manager of this Agreement, however, the Lessee has a right to terminate this Agreement with respect to a Hotel if such Hotel fails to satisfy the Performance Test as set forth in Section 2.03(c) above.

Budget Approval. (ia) The initial budget of the Company (the “Initial Budget”) Budget is attached to this Agreement as Exhibit B, which budget has been hereby approved by the Manager and MCG. At least sixty Members. (60b) days prior to The CEO shall include a proposed budget for the commencement of each Fiscal Year Joint Venture (the "Budget") for the fiscal year commencing October 1, 2000 in his submission of the Company (beginning revised Business Plan. The Budget shall include an income statement, balance sheet, and capital budget prepared consistently with the Joint Venture's method of accounting, for the Fiscal Year 2014), the Manager forthcoming fiscal year and a cash flow statement which shall cause to be prepared and shall submit to MCG a budget show in reasonable detail the anticipated receipts and disbursements (including anticipated distributions) projected for such Fiscal Year. At the request of MCG, Joint Venture for the Manager will meet with MCG, at a time and place reasonably agreed to by the parties, to discuss each proposed budget. At such meetings, the Manager shall provide to MCG back-up materials that MCG may reasonably request regarding each proposed budget. MCG shall consider such budget and shall, at least thirty (30) days prior to the commencement of the upcoming Fiscal Year, approve or reject such budget. If MCG rejects a budget, the Manager and MCG shall use diligent efforts to revise the proposed budget in form and substance satisfactory to both the Manager and MCG in their reasonable judgment. Each budget approved by MCG pursuant to this Section 9.1(f), including the Initial Budget, is hereafter called the “Approved Budget.” If the Manager and MCG cannot agree on an Approved Budget for a Fiscal Year prior to January 31 of such Fiscal Year, then either MCG, on the one hand, or the Manager forthcoming fiscal year and the Keystone Investor (acting together)amount of any corresponding cash deficiency or surplus, and the amount and due dates of any proposed Additional Capital Contributions. The Budget shall be prepared on a basis consistent with the other hand, may initiate Joint Venture's financial statements and shall be prepared in accordance with the buy-sell procedures under Section 10.4provisions of this Agreement. (iic) The Manager may make Each Budget shall be considered at the expenditures provided for in and otherwise implement the Approved Budget, and may expend amounts in excess first meeting of the Approved Budget provided that overall expenditures for a Fiscal Year do not exceed the Approved Budget by more than ten percent (10%). If the Manager desires to expend amounts in excess of such amount, then it Management Committee following its submission and shall be a “Major Decision” subject to the procedures approval of Section 9.1(d)a majority of the Directors. (iiid) Until final approval of an Approved Each Budget by MCG, the Manager shall be authorized to operate the Project on the basis also include a detailed explanation of the previous Fiscal Year’s Approved Budget, together proposed related party charges for corporate overhead or services proposed to be charged by any Member in connection with an increase in services to be provided by such Approved Budget equal Member and/or its Affiliates to the actual increase in expenses associated with real estate taxes and assessments, insurance premiums, debt service and utilities relating to the Project. Any and all projections contained in any Approved Budget or prior version provided by the Manager are simply estimates and assessments and do not constitute any guaranty of performance whatsoeverJoint Venture. (ive) Without the unanimous approval of the Directors, a Budget shall not include a requirement for Additional Capital Contributions. (f) If for any fiscal year no new Budget is agreed upon and approved, then the Joint Venture will be managed in a manner consistent with the Operations for the prior fiscal year, as adjusted by the CEO to reflect the Joint Venture's contractual obligations for the year and other items of necessity for the Joint Venture to conduct its Present Operations. Notwithstanding anything to the approval rights of MCG contrary in this Section 9.1(f)Agreement, a budget shall be deemed failure by the Management Committee to be an “Approved Budget,” and MCG approve any Budget shall not have the right be subject to approve it, if a lender to the Company or its subsidiaries approves such budget in accordance with its loan documents. In addition, any expenditure that MCG would have the right to approve arbitration under Section 9.1(f)(ii) shall be deemed approved if a lender to the Company or its subsidiaries approves such expenditure in accordance with its loan documentsArticle 13 hereof.

Budget Approval. 2.4.1 Agent shall be responsible for preparing and submitting to Owner for its approval a proposed annual operating and capital expenditure budget for the Property (i) The initial budget as proposed, the “Proposed Budget”, and, as approved by Owner, the “Approved Budget”), which, among other things, will set forth the expenditures authorized and to be paid for by Agent with respect to the leasing, management and operation of the Company Property. In addition, Agent shall be responsible for preparing and submitting to Owner for its approval a proposed overall and annual strategic and comprehensive business plan for the Property (as proposed, the “Proposed Business Plan”, and, as approved by Owner, the “Approved Business Plan”). The Approved Budget shall be in substantially the form attached hereto as Exhibit B (the “Initial Approved Budget”) is and the Approved Business Plan shall be in substantially the form attached to this Agreement hereto as Exhibit B, which budget has been approved by the Manager and MCG. At least sixty C (60) days prior to the commencement of each Fiscal Year of the Company (beginning for the Fiscal Year 2014), the Manager shall cause to be prepared and shall submit to MCG a budget in reasonable detail for such Fiscal Year. At the request of MCG, the Manager will meet with MCG, at a time and place reasonably agreed to by the parties, to discuss each proposed budget. At such meetings, the Manager shall provide to MCG back-up materials that MCG may reasonably request regarding each proposed budget. MCG shall consider such budget and shall, at least thirty (30) days prior to the commencement of the upcoming Fiscal Year, approve or reject such budget. If MCG rejects a budget, the Manager and MCG shall use diligent efforts to revise the proposed budget in form and substance satisfactory to both the Manager and MCG in their reasonable judgment. Each budget approved by MCG pursuant to this Section 9.1(f), including the Initial Budget, is hereafter called the “Initial Approved Budget.” If Business Plan”). Agent will be responsible, subject to appropriate funds being made available by Owner, for acting in accordance with the Manager and MCG cannot agree on an Approved Budget for a Fiscal Year prior and Approved Business Plan. In addition, as events arise that come to January 31 of such Fiscal Year, then either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, may initiate the buy-sell procedures under Section 10.4. (ii) The Manager may make the expenditures provided for in and otherwise implement the Approved Budget, and may expend amounts in excess Agent’s knowledge that invalidate aspects of the Approved Budget and/or Approved Business Plan, Agent and Owner shall work together to formulate reasonable adjustments thereto in a commercially reasonable time and manner. The period from the Effective Date of this Agreement through December 31, 2006 shall be deemed to be the “Initial Operating Year”. Each subsequent Approved Budget and Approved Business Plan shall cover a period which shall begin January 1 and shall end December 31 and which is referred to in this Agreement as an “Operating Year.” 2.4.2 Owner approves the Initial Approved Budget which Initial Approved Budget shall be effective until the expiration of the Initial Operating Year. Proposed Budgets and Proposed Business Plans for subsequent Operating Years shall be submitted to Owner no later than November 15th of each Operating Year in accordance with Section 6.13 of the Master Agreement. Owner’s approval of each Proposed Budget and Proposed Business Plan shall be evidenced in writing. 2.4.3 Except as otherwise specifically provided that overall expenditures in this Agreement, Agent shall incur costs and expenses (excluding costs and expenses for a Fiscal which Owner will be reimbursed by Tenants) in connection with the operation and maintenance of the Property during any Operating Year do not exceed only in accordance with the Approved Budget by more and Approved Business Plan for such Operating Year. Except as expressly set forth in Section 2.2.3 hereof and Section 6.4.2 of the Master Agreement, Agent shall secure Owner’s prior written approval for any expenditure that will result in an excess greater than ten percent the variations permitted under Section 6.4.2 of the Master Agreement (10%each permitted variation, a “Permitted Variance”). If To the Manager desires extent reasonably practical and as soon as reasonably possible, prior to expend amounts taking any action or expending any funds pursuant to Section 6.4.2 of the Master Agreement, Agent shall provide Owner with written notice of its intention to act in excess accordance therewith (together with Agent’s best estimate of the costs to be incurred or the funds to be expended in connection therewith and the variation, if any, of the applicable line item in the Approved Budget) prior to the taking of such amountaction or expending such funds and, then it in the event such prior written notice is not practical, Agent shall be a “Major Decision” subject as soon as possible thereafter give Owner prompt written notice of any such action or the expenditure of any funds pursuant to the procedures emergency authorization set forth in Section 6.4.2 of the Master Agreement. In addition, Agent shall comply with the provisions of Section 9.1(d)2.2.3 hereof with respect to major capital improvements. (iii) Until final approval of an Approved 2.4.4 If any Operating Year shall commence before Owner shall have approved a Proposed Budget by MCGfor such Operating Year, the Manager shall be authorized to operate the Project on the basis of the previous Fiscal Operating Year’s Approved Budget, together adjusted as provided in Section 6.13.3 of the Master Agreement (“Budget Adjustments”), shall become the applicable budget for that Operating Year (the “Interim Budget”) until such time as Owner approves a Proposed Budget. As used in this Agreement with an increase respect to expenditures made or to be made by Agent, the phrases “included in such and incurred in connection with the Approved Budget equal to and Approved Business Plan”, “provided for or contemplated in the actual increase in expenses associated with real estate taxes and assessments, insurance premiums, debt service and utilities relating to the Project. Any and all projections contained in any Approved Budget and Approved Business Plan” and words or prior version provided by the Manager are simply estimates and assessments and do not constitute any guaranty phrases of performance whatsoever. (iv) Notwithstanding the approval rights of MCG in this Section 9.1(f), a budget similar import shall be deemed to be an mean “Approved Budget,” and MCG shall not have the right to approve it, if a lender to the Company or its subsidiaries approves such budget in accordance with its loan documents. In additionthe Approved Budget and Approved Business Plan or Interim Budget, as then applicable, plus any expenditure that MCG would have the right to approve under Section 9.1(f)(ii) shall be deemed approved if a lender to the Company or its subsidiaries approves such expenditure Permitted Variance in accordance with its loan documentsconnection therewith”.

Budget Approval. (i) The initial budget of the Company (the “Initial Budget”) is attached Annual Operating Budget submitted to this Agreement as Exhibit B, which budget has been approved Lessee by the Manager and MCG. At least sixty (60) days prior shall be subject to the commencement approval of each Fiscal Year Lessee. The Annual Operating Budget shall not be deemed accepted by Lessee in the absence of the Company (beginning for the Fiscal Year 2014), the Manager shall cause to be prepared and shall submit to MCG a budget in reasonable detail for such Fiscal Yearits express written approval. At the request of MCG, the Manager will meet with MCG, at a time and place reasonably agreed to by the parties, to discuss each proposed budget. At such meetings, the Manager shall provide to MCG back-up materials that MCG may reasonably request regarding each proposed budget. MCG shall consider such budget and shall, at least Not later than thirty (30) days prior after receipt by Lessee of a proposed Annual Operating Budget (or such longer period as Lessee may reasonably request on Notice to Manager), Lessee may deliver a notice to Manager setting forth its objections to the commencement proposed Annual Operating Budget (an “AOB Objection Notice”) with reasonable detail to the Manager stating that Lessee objects to any information contained in or omitted from such proposed Annual Operating Budget and setting forth the nature of such objections with reasonable specificity. Failure of Lessee to deliver an AOB Objection Notice shall be deemed rejection of the upcoming Fiscal Year, approve or reject such budgetManager’s proposed Annual Operating Budget in its entirety. If MCG rejects a budgetUpon receipt of any AOB Objection Notice, the Manager shall, after consultation with Lessee, modify the proposed Annual Operating Budget, taking into account Lessee’s objections, and MCG shall resubmit the same to Lessee for Lessee’s approval within fifteen (15) days thereafter, and Lessee may deliver further AOB Objection Notices (if any) within fifteen (15) days thereafter (in which event, the re-submission and review process described above in this sentence shall continue until the proposed Annual Operating Budget in question is accepted and consented to by Lessee). Notwithstanding anything to the contrary set forth herein, Lessee shall have the right at any time subsequent to the acceptance and consent with respect to any Annual Operating Budget, on Notice to the Manager, to revise such Annual Operating Budget or to request that the Manager prepare for Lessee’s approval a revised Annual Operating Budget (with the approval of Manager, such approval not to be unreasonably withheld), taking into account such circumstances as Lessee deems appropriate; provided, however, that the revision of an Annual Operating Budget shall not be deemed a revocation of the Manager’s authority with respect to such actions as the Manager may have already taken prior to receipt of such revision notice in implementing a previously approved budget or plan. Lessee and Manager acknowledge and agree that the Annual Operating Budgets are merely forecasts of operating revenues and expenses for an ensuing year and shall be revised, by agreement of Lessee and Manager, from time to time as business and operating conditions shall demand. However, Manager shall use diligent its reasonable best efforts to revise the proposed budget in form and substance satisfactory to both the Manager and MCG in their reasonable judgment. Each budget approved by MCG pursuant to this Section 9.1(f), including the Initial Budget, is hereafter called the “Approved Budget.” If the Manager and MCG cannot agree on an Approved Budget for a Fiscal Year prior to January 31 of such Fiscal Year, then either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, may initiate the buy-sell procedures under Section 10.4. (ii) The Manager may make the expenditures provided for in and otherwise implement the Approved Budget, and may expend amounts in excess of the Approved Budget provided that overall expenditures for a Fiscal Year do not exceed the Approved Budget by more than ten percent (10%). If the Manager desires to expend amounts in excess of such amount, then it shall be a “Major Decision” subject to the procedures of Section 9.1(d). (iii) Until final approval of an Approved Budget by MCG, the Manager shall be authorized to operate the Project on the basis of the previous Fiscal Year’s Approved Budget, together with an increase in such Approved Budget equal to the actual increase in expenses associated with real estate taxes and assessments, insurance premiums, debt service and utilities relating to the Project. Any and all projections contained in any Approved Budget or prior version provided by the Manager are simply estimates and assessments and do not constitute any guaranty of performance whatsoever. (iv) Notwithstanding the approval rights of MCG in this Section 9.1(f), a budget shall be deemed to be an “Approved Budget,” and MCG shall not have the right to approve it, if a lender to the Company or its subsidiaries approves such budget Premises in accordance with its loan documentsthe Annual Operating Budget. In addition, The failure of any expenditure that MCG would have of the right Hotels to approve under Section 9.1(f)(ii) shall be deemed approved if a lender to the Company or its subsidiaries approves such expenditure perform in accordance with its loan documentssuch Annual Operating Budget shall not constitute a default by Manager of this Agreement.

Budget Approval. (ia) The initial For the Fiscal Year ended September 30, 1998, the Representatives shall prepare and agree to a proposed capital and operating budget of that will be consistent with the Company costs set forth in the Economic Model, and which shall establish the amounts (or, alternatively, the “Initial Budget”procedures for determining the amounts) is attached to this Agreement as Exhibit B, which budget has been approved by the Manager and MCG. At least sixty (60) days prior to the commencement of each Party's direct, internal costs that are considered a component of Infrastructure Enhancement Costs or Invested Equipment Capital for such Fiscal Year of and for any subsequent Fiscal Year. (b) For each subsequent Fiscal Year, the Company (beginning Representatives shall prepare a proposed quarterly and annual operating and capital budget for the Fiscal Year 2014)in conjunction with Sweetheart's normal budgeting process. Such budget shall be accompanied by an operating plan prepared by the Representatives setting forth the underlying assumptions and implementation plans in connection with the budget. The Representatives shall act in good faith and cooperate with each other in applying the principles and standards reflected in this Agreement (including the Exhibits) in developing a mutually acceptable budget. Such budget shall include the Standard Cost of Sales, Standard Labor Rates, Variable Overhead, Fixed Overhead, Excess Investment in Equipment Amortization and Excess Infrastructure Enhancement Costs Amortization, and other items of projected revenue and expense that are expected to comprise Distributable Cash for the Manager fiscal period covered by the budget. It is agreed by the Parties that, once determined, Fixed Overhead shall cause to be prepared and shall submit to MCG a budget in reasonable detail remain constant for such the entire Fiscal Year. At . (c) The Representatives shall determine the request Standard Cost of MCGSales, Standard Labor Rates, Variable Overhead and Fixed Overhead (each a "Budget Item") for each Fiscal Year, taking into account both the Manager will meet with MCGactual material, at a time labor and place reasonably agreed to by overhead costs of Sweetheart during the partiescurrent Fiscal Year, to discuss each proposed budget. At such meetings, as well as the Manager shall provide to MCG back-up materials that MCG may reasonably request regarding each proposed budget. MCG shall consider such budget and shall, at least thirty (30) days prior to the commencement expected costs of Sweetheart for the upcoming Fiscal Year, approve or reject such budget. If MCG rejects a budget, the Manager and MCG shall use diligent efforts to revise the proposed budget in form and substance satisfactory to both the Manager and MCG in their reasonable judgment. Each budget approved by MCG pursuant to this Section 9.1(f), including the Initial Budget, is hereafter called the “Approved Budget.” If the Manager and MCG Representatives cannot agree on an Approved any Budget for a Fiscal Year prior to January 31 Item by the start of such the Fiscal Year, the dispute shall be settled pursuant to the mechanism set forth in Section 12.1 hereof. Prior to the resolution of the dispute, the then either MCGcurrent Budget Item shall be used for making distributions pursuant to Article VII hereof. As soon as the dispute is resolved, the new Budget Item shall be applied retroactively to the first day of the Fiscal Year, and distributions to ECC and Sweetheart, as applicable, pursuant to Article VII hereof for the next Fiscal Quarter shall be reduced or increased, as the case may be (on the one hand, or the Manager and the Keystone Investor (acting togethera dollar for EXECUTION COPY -------------- dollar basis without duplication), on the other handby any amount ECC or Sweetheart, may initiate the buy-sell procedures under Section 10.4. (ii) The Manager may make the expenditures provided for in and otherwise implement the Approved Budgetas applicable, and may expend amounts in excess owes as a result of the Approved new Budget provided that overall expenditures for Item, including interest at a Fiscal Year do not exceed the Approved Budget by more than ten percent (rate of 10%). If the Manager desires to expend amounts in excess of % per annum on such amount, then it shall be a “Major Decision” subject to the procedures of Section 9.1(d). (iii) Until final approval of an Approved Budget by MCG, the Manager shall be authorized to operate the Project on the basis of the previous Fiscal Year’s Approved Budget, together with an increase in such Approved Budget equal to the actual increase in expenses associated with real estate taxes and assessments, insurance premiums, debt service and utilities relating to the Project. Any and all projections contained in any Approved Budget or prior version provided by the Manager are simply estimates and assessments and do not constitute any guaranty of performance whatsoever. (iv) Notwithstanding the approval rights of MCG in this Section 9.1(f), a budget shall be deemed to be an “Approved Budget,” and MCG shall not have the right to approve it, if a lender to the Company or its subsidiaries approves such budget in accordance with its loan documents. In addition, any expenditure that MCG would have the right to approve under Section 9.1(f)(ii) shall be deemed approved if a lender to the Company or its subsidiaries approves such expenditure in accordance with its loan documents.

Budget Approval. (i) The initial budget of the Company (the “Initial Budget”) is attached Annual Operating Budget submitted to this Agreement as Exhibit B, which budget has been approved Lessee by the Manager and MCG. At least sixty (60) days prior shall be subject to the commencement approval of each Fiscal Year of the Company Lessee (beginning for the Fiscal Year 2014), the Manager shall cause such approval not to be prepared and unreasonably withheld). The Annual Operating Budget shall submit to MCG a budget not be deemed accepted by Lessee in reasonable detail for such Fiscal Yearthe absence of its express written approval. At the request of MCG, the Manager will meet with MCG, at a time and place reasonably agreed to by the parties, to discuss each proposed budget. At such meetings, the Manager shall provide to MCG back-up materials that MCG may reasonably request regarding each proposed budget. MCG shall consider such budget and shall, at least Not later than thirty (30) days prior after receipt by Lxxxxx of a proposed Annual Operating Budget (or such longer period as Lessee may reasonably request on Notice to Manager), Lessee may deliver an AOB Objection Notice with reasonable detail to the commencement Manager stating that Lessee objects to any information contained in or omitted from such proposed Annual Operating Budget and setting forth the nature of such objections with reasonable specificity. Failure of Lessee to deliver an AOB Objection Notice shall be deemed rejection of the upcoming Fiscal Year, approve or reject such budgetManager’s proposed Annual Operating Budget in its entirety. If MCG rejects a budgetUpon receipt of any AOB Objection Notice, the Manager shall, after consultation with Lxxxxx, modify the proposed Annual Operating Budget, taking into account Lessee’s objections, and MCG shall resubmit the same to Lessee for Lessee’s approval within fifteen (15) days thereafter, and Lessee may deliver further AOB Objection Notices (if any) within fifteen (15) days thereafter (in which event, the re-submission and review process described above in this sentence shall continue until the proposed Annual Operating Budget in question is accepted and consented to by Lxxxxx). Notwithstanding anything to the contrary set forth herein, Lessee shall have the right at any time subsequent to the acceptance and consent with respect to any Annual Operating Budget, on Notice to the Manager, to revise such Annual Operating Budget or to request that the Manager prepare for Lessee’s approval a revised Annual Operating Budget (with the approval of Manager, such approval not to be unreasonably withheld), taking into account such circumstances as Lessee deems appropriate; provided, however, that the revision of an Annual Operating Budget shall not be deemed a revocation of the Manager’s authority with respect to such actions as the Manager may have already taken prior to receipt of such revision notice in implementing a previously approved budget or plan. Lxxxxx and Manager acknowledge and agree that the Annual Operating Budgets are merely forecasts of operating revenues and expenses for an ensuing year and shall be revised, by agreement of Lxxxxx and Manager, from time to time as business and operating conditions shall demand. However, Manager shall use diligent its reasonable best efforts to revise the proposed budget in form and substance satisfactory to both the Manager and MCG in their reasonable judgment. Each budget approved by MCG pursuant to this Section 9.1(f), including the Initial Budget, is hereafter called the “Approved Budget.” If the Manager and MCG cannot agree on an Approved Budget for a Fiscal Year prior to January 31 of such Fiscal Year, then either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, may initiate the buy-sell procedures under Section 10.4. (ii) The Manager may make the expenditures provided for in and otherwise implement the Approved Budget, and may expend amounts in excess of the Approved Budget provided that overall expenditures for a Fiscal Year do not exceed the Approved Budget by more than ten percent (10%). If the Manager desires to expend amounts in excess of such amount, then it shall be a “Major Decision” subject to the procedures of Section 9.1(d). (iii) Until final approval of an Approved Budget by MCG, the Manager shall be authorized to operate the Project on the basis of the previous Fiscal Year’s Approved Budget, together with an increase in such Approved Budget equal to the actual increase in expenses associated with real estate taxes and assessments, insurance premiums, debt service and utilities relating to the Project. Any and all projections contained in any Approved Budget or prior version provided by the Manager are simply estimates and assessments and do not constitute any guaranty of performance whatsoever. (iv) Notwithstanding the approval rights of MCG in this Section 9.1(f), a budget shall be deemed to be an “Approved Budget,” and MCG shall not have the right to approve it, if a lender to the Company or its subsidiaries approves such budget Premises in accordance with its loan documentsthe Annual Operating Budget. In addition, any expenditure that MCG would have The failure of the right Hotel to approve under Section 9.1(f)(ii) shall be deemed approved if a lender to the Company or its subsidiaries approves such expenditure perform in accordance with its loan documentssuch Annual Operating Budget shall not constitute a default by Manager of this Agreement, however, the Lessee has a right to terminate this Agreement with respect to a Hotel if such Hotel fails to satisfy the Performance Test as set forth in Section 2.03(c) above.

Budget Approval. (i) The initial budget of the Company (the “Initial Budget”) is attached Annual Operating Budget submitted to this Agreement as Exhibit B, which budget has been approved Lessee by the Manager and MCG. At least sixty (60) days prior shall be subject to the commencement approval of each Fiscal Year of the Company Lessee (beginning for the Fiscal Year 2014), the Manager shall cause such approval not to be prepared and unreasonably withheld). The Annual Operating Budget shall submit to MCG a budget not be deemed accepted by Lessee in reasonable detail for such Fiscal Yearthe absence of its express written approval. At the request of MCG, the Manager will meet with MCG, at a time and place reasonably agreed to by the parties, to discuss each proposed budget. At such meetings, the Manager shall provide to MCG back-up materials that MCG may reasonably request regarding each proposed budget. MCG shall consider such budget and shall, at least Not later than thirty (30) days prior after receipt by Lessee of a proposed Annual Operating Budget (or such longer period as Lessee may reasonably request on Notice to Manager), Lessee may deliver an AOB OBJECTION NOTICE with reasonable detail to the commencement Manager stating that Lessee objects to any information contained in or omitted from such proposed Annual Operating Budget and setting forth the nature of such objections with reasonable specificity. Failure of Lessee to deliver an AOB Objection Notice shall be deemed rejection of the upcoming Fiscal Year, approve or reject such budgetManager's proposed Annual Operating Budget in its entirety. If MCG rejects a budgetUpon receipt of any AOB Objection Notice, the Manager shall, after consultation with Lessee, modify the proposed Annual Operating Budget, taking into account Lessee's objections, and MCG shall resubmit the same to Lessee for Lessee's approval within fifteen (15) days thereafter, and Lessee may deliver further AOB Objection Notices (if any) within fifteen (15) days thereafter (in which event, the re-submission and review process described above in this sentence shall continue until the proposed Annual Operating Budget in question is accepted and consented to by Lessee). Notwithstanding anything to the contrary set forth herein, Lessee shall have the right at any time subsequent to the acceptance and consent with respect to any Annual Operating Budget, on Notice to the Manager, to revise such Annual Operating Budget or to request that the Manager prepare for Lessee's approval a revised Annual Operating Budget (with the approval of Manager, such approval not to be unreasonably withheld), taking into account such circumstances as Lessee deems appropriate; provided, however, that the revision of an Annual Operating Budget shall not be deemed a revocation of the Manager's authority with respect to such actions as the Manager may have already taken prior to receipt of such revision notice in implementing a previously approved budget or plan. Lessee and Manager acknowledge and agree that the Annual Operating Budgets are merely forecasts of operating revenues and expenses for an ensuing year and shall be revised, by agreement of Lessee and Manager, from time to time as Hotel Master Management Agreement Ashford TRS Corporation business and operating conditions shall demand. However, Manager shall use diligent its reasonable best efforts to revise the proposed budget in form and substance satisfactory to both the Manager and MCG in their reasonable judgment. Each budget approved by MCG pursuant to this Section 9.1(f), including the Initial Budget, is hereafter called the “Approved Budget.” If the Manager and MCG cannot agree on an Approved Budget for a Fiscal Year prior to January 31 of such Fiscal Year, then either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, may initiate the buy-sell procedures under Section 10.4. (ii) The Manager may make the expenditures provided for in and otherwise implement the Approved Budget, and may expend amounts in excess of the Approved Budget provided that overall expenditures for a Fiscal Year do not exceed the Approved Budget by more than ten percent (10%). If the Manager desires to expend amounts in excess of such amount, then it shall be a “Major Decision” subject to the procedures of Section 9.1(d). (iii) Until final approval of an Approved Budget by MCG, the Manager shall be authorized to operate the Project on the basis of the previous Fiscal Year’s Approved Budget, together with an increase in such Approved Budget equal to the actual increase in expenses associated with real estate taxes and assessments, insurance premiums, debt service and utilities relating to the Project. Any and all projections contained in any Approved Budget or prior version provided by the Manager are simply estimates and assessments and do not constitute any guaranty of performance whatsoever. (iv) Notwithstanding the approval rights of MCG in this Section 9.1(f), a budget shall be deemed to be an “Approved Budget,” and MCG shall not have the right to approve it, if a lender to the Company or its subsidiaries approves such budget Premises in accordance with its loan documentsthe Annual Operating Budget. In addition, The failure of any expenditure that MCG would have of the right Hotels to approve under Section 9.1(f)(ii) shall be deemed approved if a lender to the Company or its subsidiaries approves such expenditure perform in accordance with its loan documentssuch Annual Operating Budget shall not constitute a default by Manager of this Agreement, however, the Lessee has a right to terminate this Agreement with respect to a Subject Hotel if such Subject Hotel fails to satisfy the Performance Test as set forth in SECTION 2.03(c) above.

Budget Approval. (i) The initial budget Each Fiscal Year, commencing with the Fiscal Year beginning on January 1, 2014, on or before November 1st of the Company (the “Initial Budget”) is attached to this Agreement as Exhibit B, which budget has been approved by the Manager and MCG. At least sixty (60) days Fiscal Year immediately prior to the commencement of each subsequent Fiscal Year of the Company (beginning for the Fiscal Year 2014)Year, the Manager shall cause to be prepared and shall submit to MCG Operator a proposed annual budget (i) for the operation of the Hotel for the immediately following Fiscal Year containing revenue projections and budgets of expenses including the projected uses of funds for each calendar month in reasonable detail for such the respective Fiscal Year. At the request Year covered thereby and shall include a summary of MCGall major assumptions made in preparation thereof (“Operating Budget”); (ii) a Marketing Plan; and (iii) a Capital Expenditures Budget (collectively, the “Proposed Annual Plan”). Manager will meet shall review the Proposed Annual Plan with MCGOperator, at a time and place reasonably agreed subject to by the parties, to discuss each proposed budget. At such meetingsOperator’s written approval, the Manager Proposed Annual Plan shall provide to MCG back-up materials that MCG may reasonably request regarding each proposed budget. MCG shall consider such budget and shall, at least thirty (30) days prior to the commencement of the upcoming Fiscal Year, approve or reject such budget. If MCG rejects a budget, the Manager and MCG shall use diligent efforts to revise the proposed budget in form and substance satisfactory to both the Manager and MCG in their reasonable judgment. Each budget approved by MCG pursuant to this Section 9.1(f), including the Initial Budget, is hereafter called become the “Approved Budget.” If and Manager shall implement it during the Manager and MCG cannot agree on an Approved Budget for a Fiscal Year prior to January 31 of such successive Fiscal Year. Operator shall have forty-five (45) days to review, then either MCGprovide input on and approve the Proposed Annual Plan. Operator shall have the right, on in its sole and absolute discretion, to review and approve or disapprove the one handProposed Annual Plan or any part thereof in a timely fashion; provided, or the Manager and the Keystone Investor (acting together)however, on the other hand, may initiate the buy-sell procedures under Section 10.4. (ii) The Manager may make the expenditures provided for in and otherwise implement the Approved Budget, and may expend amounts in excess of the Approved Budget provided that overall expenditures for a Fiscal Year do not exceed the Approved Budget by more than ten percent (10%). If the Manager desires to expend amounts in excess of such amount, then it shall be a “Major Decision” subject to the procedures of Section 9.1(d). (iii) Until final approval of an Approved Budget by MCG, the Manager shall be authorized to operate the Project on the basis of the previous Fiscal Year’s Approved Budget, together with an increase in such Approved Budget equal to the actual increase in expenses associated with real estate taxes and assessments, insurance premiums, debt service and utilities relating to the Project. Any and all projections contained in any Approved Budget or prior version provided by the Manager are simply estimates and assessments and do not constitute any guaranty of performance whatsoever. (iv) Notwithstanding the approval rights of MCG in this Section 9.1(f), a budget shall be deemed to be an “Approved Budget,” and MCG Operator shall not have the right to approve itobject to any cost, if expense or line item in the Operating Budget required by the Hotel Franchise. In the event the Proposed Annual Plan or any specific item or items therein are not approved by Operator, Manager shall provide Operator, upon request, reasonable additional detail, information and assumptions used in preparation thereof and shall make all necessary revisions thereto in order to gain Operator’s approval thereof (which approval may be granted or withheld in Operator’s sole and absolute discretion). In the event Operator disapproves all or any portion of a lender Proposed Annual Plan, Manager shall, as soon as possible, submit a revised Proposed Annual Plan to Operator addressing the portions thereof disapproved by Operator. Once a Proposed Annual Plan is approved by Operator, it shall be the “Approved Budget” for the Hotel for the Fiscal Year in question; provided, however, in the event that Operator and Manager are unable to resolve any dispute with respect to any item to which Operator has objected (other than with respect to the Company Capital Expenditures Budget), Manager shall conduct operations of the Hotel with respect to those categories that are in dispute based on the lesser of the amount (A) set forth in such Fiscal Year’s Forecast Budget or its subsidiaries approves such budget in accordance the event of any dispute after Fiscal Year 2018, the Approved Budget for the immediately prior Fiscal Year (plus a reasonable increase based on the Index to allow for inflation, not to exceed 5%); and (B) the amount set forth in the applicable Proposed Annual Plan. For avoidance of doubt, in the event that Operator and Manager cannot mutually agree on a specific line item or group within the Operating Budget (but specifically not with its loan documents. In additionrespect to the Capital Expenditures Budget), any expenditure that MCG would neither Operator nor Manager shall have the right to approve under Section 9.1(f)(ii) subject such dispute to arbitration and the parties sole recourse shall be deemed approved if a lender to revert back to the Company applicable Forecast Budget or Approved Budget for the immediately prior Fiscal Year as set forth above. Notwithstanding the remaining terms and provisions of this Section 6.2, the Capital Expenditures Budget shall be prepared by Manager at the request or direction of Operator but in all events shall be subject to the approval of Operator (which approval may be granted or withheld by Operator in its subsidiaries approves such expenditure in accordance with its loan documentssole and absolute discretion) and shall be implemented by Manager as directed by Operator.

Budget Approval. (ia) The initial budget Attached hereto as EXHIBIT "G" is the Joint Venture's Initial Budget (including the items of corporate overhead to be charged to the Company (Joint Venture) for the “Initial Budget”) is attached to this Agreement as Exhibit Bperiod ending September 30, 1999, which budget has been approved by the Manager and MCG. At least sixty Members. (60b) days prior to The CEO shall include a proposed budget (the commencement of each Fiscal Year "Budget") for the Joint Venture for the next fiscal year in his submission of the Company (beginning revised Business Plan. The Budget shall include an income statement, balance sheet, and capital budget prepared consistently with the Joint Venture's method of accounting, for the Fiscal Year 2014), the Manager forthcoming fiscal year and a cash flow statement which shall cause to be prepared and shall submit to MCG a budget show in reasonable detail the anticipated receipts and disbursements (including anticipated distributions) projected for such Fiscal Year. At the request of MCG, Joint Venture for the Manager will meet with MCG, at a time and place reasonably agreed to by the parties, to discuss each proposed budget. At such meetings, the Manager shall provide to MCG back-up materials that MCG may reasonably request regarding each proposed budget. MCG shall consider such budget and shall, at least thirty (30) days prior to the commencement of the upcoming Fiscal Year, approve or reject such budget. If MCG rejects a budget, the Manager and MCG shall use diligent efforts to revise the proposed budget in form and substance satisfactory to both the Manager and MCG in their reasonable judgment. Each budget approved by MCG pursuant to this Section 9.1(f), including the Initial Budget, is hereafter called the “Approved Budget.” If the Manager and MCG cannot agree on an Approved Budget for a Fiscal Year prior to January 31 of such Fiscal Year, then either MCG, on the one hand, or the Manager forthcoming fiscal year and the Keystone Investor (acting together)amount of any corresponding cash deficiency or surplus, and the amount and due dates of any proposed Additional Capital Contributions. The Budget shall be prepared on a basis consistent with the other hand, may initiate Joint Venture's financial statements and shall be prepared in accordance with the buy-sell procedures under Section 10.4provisions of this Agreement. (iic) The Manager may make Each Budget shall be considered at the expenditures provided for in and otherwise implement the Approved Budget, and may expend amounts in excess first meeting of the Approved Budget provided that overall expenditures for a Fiscal Year do not exceed the Approved Budget by more than ten percent (10%). If the Manager desires to expend amounts in excess of such amount, then it Management Committee following its submission and shall be a “Major Decision” subject to the procedures approval of Section 9.1(d)a majority of the Directors on the Management Committee. (iiid) Until final approval of an Approved Each Budget by MCG, the Manager shall be authorized to operate the Project on the basis also include a detailed explanation of the previous Fiscal Year’s Approved Budget, together proposed related party charges for corporate overhead or services proposed to be charged by any Member in connection with an increase in services to be provided by such Approved Budget equal Member and/or its Affiliates to the actual increase in expenses associated with real estate taxes and assessments, insurance premiums, debt service and utilities relating to the Project. Any and all projections contained in any Approved Budget or prior version provided by the Manager are simply estimates and assessments and do not constitute any guaranty of performance whatsoeverJoint Venture. (ive) Without the unanimous approval of the Directors, a Budget shall not include a requirement for Additional Capital Contributions. (f) Except as set forth in Article 4.9(g), if for any fiscal year no new Budget is agreed upon and approved, then the Joint Venture will be managed in a manner consistent with the Operations for the prior fiscal year, as adjusted by the CEO to reflect the Joint Venture's contractual obligations for the year and other items of necessity for the Joint Venture to conduct its Present Operations. Notwithstanding anything to the contrary in this Agreement, a failure by the Management Committee to approve any Budget shall not be subject to arbitration under Article 13 hereof. (g) Notwithstanding anything to the approval rights contrary contained herein, exclusive of MCG in this Section 9.1(fArticle 4.9(e), at any time when there is a Charter Loan, Subsequent Capital Loan, Capital Call Loan, Pier Loan or Guaranty Loan outstanding, in the event of any disagreement regarding a budget for the Joint Venture, Commodore's decision shall be deemed to be an “Approved Budget,” and MCG shall not have binding on the right to approve it, if a lender Joint Venture with regard to the Company or its subsidiaries approves such budget in accordance with its loan documents. In addition, any expenditure that MCG would have the right to approve under Section 9.1(f)(ii) shall be deemed approved if a lender to the Company or its subsidiaries approves such expenditure in accordance with its loan documentsBudget.

Budget Approval. (ia) The initial budget Attached hereto as EXHIBIT "E" is the Joint Venture's Initial Budget (including the items of corporate overhead to be charged to the Company (Joint Venture) for the “Initial Budget”) is attached to this Agreement as Exhibit B16 months ending September 30, 1999, which budget has been approved by the Manager and MCG. At least sixty Partners. (60b) days prior to The CEO shall include a proposed budget (the commencement of each Fiscal Year "Budget") for the Joint Venture for the next fiscal year in his submission of the Company (beginning revised Business Plan, with the assistance of the Cruise VP, Casino VP, and the CFO. The Budget shall include an income statement, balance sheet, and capital budget prepared consistently with the Joint Venture's method of accounting, for the Fiscal Year 2014), the Manager forthcoming fiscal year and a cash flow statement which shall cause to be prepared and shall submit to MCG a budget show in reasonable detail the anticipated receipts and disbursements (including anticipated distributions) projected for such Fiscal Year. At the request of MCG, Joint Venture for the Manager will meet with MCG, at a time and place reasonably agreed to by the parties, to discuss each proposed budget. At such meetings, the Manager shall provide to MCG back-up materials that MCG may reasonably request regarding each proposed budget. MCG shall consider such budget and shall, at least thirty (30) days prior to the commencement of the upcoming Fiscal Year, approve or reject such budget. If MCG rejects a budget, the Manager and MCG shall use diligent efforts to revise the proposed budget in form and substance satisfactory to both the Manager and MCG in their reasonable judgment. Each budget approved by MCG pursuant to this Section 9.1(f), including the Initial Budget, is hereafter called the “Approved Budget.” If the Manager and MCG cannot agree on an Approved Budget for a Fiscal Year prior to January 31 of such Fiscal Year, then either MCG, on the one hand, or the Manager forthcoming fiscal year and the Keystone Investor (acting together)amount of any corresponding cash deficiency or surplus, and the amount and due dates of any proposed Additional Capital Contributions. The Budget shall be prepared on a basis consistent with the other hand, may initiate Joint Venture's financial statements and shall be prepared in accordance with the buy-sell procedures under Section 10.4provisions of this Agreement. (iic) The Manager may make Each Budget shall be considered at the expenditures provided for in and otherwise implement the Approved Budget, and may expend amounts in excess first meeting of the Approved Budget provided that overall expenditures for a Fiscal Year do not exceed the Approved Budget by more than ten percent (10%). If the Manager desires to expend amounts in excess of such amount, then it Management Committee following its submission and shall be a “Major Decision” subject to the procedures approval of Section 9.1(d)a majority of the Directors on the Management Committee. (iiid) Until final approval of an Approved Each Budget by MCG, the Manager shall be authorized to operate the Project on the basis also include a detailed explanation of the previous Fiscal Year’s Approved Budget, together proposed related party charges for corporate overhead or services proposed to be charged by any Partner in connection with an increase in services to be provided by such Approved Budget equal Partner and/or its Affiliates to the actual increase in expenses associated with real estate taxes and assessments, insurance premiums, debt service and utilities relating to the Project. Any and all projections contained in any Approved Budget or prior version provided by the Manager are simply estimates and assessments and do not constitute any guaranty of performance whatsoeverJoint Venture. (ive) Without the unanimous approval of the Directors, a Budget shall not include a requirement for Additional Capital Contributions. (f) If for any fiscal year no new Budget is agreed upon and approved, then the Joint Venture will be managed in a manner consistent with the Operations for the prior fiscal year, as adjusted by the CEO to reflect the Joint Venture's contractual obligations for the year and other items of necessity for the Joint Venture to conduct its Present Operations. Notwithstanding anything to the approval rights of MCG contrary in this Section 9.1(f)Agreement, a budget shall be deemed failure by the Management Committee to be an “Approved Budget,” and MCG approve any Budget shall not have the right be subject to approve it, if a lender to the Company or its subsidiaries approves such budget in accordance with its loan documents. In addition, any expenditure that MCG would have the right to approve arbitration under Section 9.1(f)(ii) shall be deemed approved if a lender to the Company or its subsidiaries approves such expenditure in accordance with its loan documentsArticle 13 hereof.

Budget Approval. (ia) The initial budget of the Company (the “Initial Budget”) is attached to this Agreement Attached hereto as Exhibit B"E" is the Joint Venture's Initial Budget (including the items of corporate overhead to be charged to the Joint Venture) for the 16 months ending September 30, 1999, which budget has been approved by the Manager and MCG. At least sixty Partners. (60b) days prior to The CEO shall include a proposed budget (the commencement of each Fiscal Year "Budget") for the Joint Venture for the next fiscal year in his submission of the Company (beginning revised Business Plan, with the assistance of the Cruise VP, Casino VP, and the CFO. The Budget shall include an income statement, balance sheet, and capital budget prepared consistently with the Joint Venture's method of accounting, for the Fiscal Year 2014), the Manager forthcoming fiscal year and a cash flow statement which shall cause to be prepared and shall submit to MCG a budget show in reasonable detail the anticipated receipts and disbursements (including anticipated distributions) projected for such Fiscal Year. At the request of MCG, Joint Venture for the Manager will meet with MCG, at a time and place reasonably agreed to by the parties, to discuss each proposed budget. At such meetings, the Manager shall provide to MCG back-up materials that MCG may reasonably request regarding each proposed budget. MCG shall consider such budget and shall, at least thirty (30) days prior to the commencement of the upcoming Fiscal Year, approve or reject such budget. If MCG rejects a budget, the Manager and MCG shall use diligent efforts to revise the proposed budget in form and substance satisfactory to both the Manager and MCG in their reasonable judgment. Each budget approved by MCG pursuant to this Section 9.1(f), including the Initial Budget, is hereafter called the “Approved Budget.” If the Manager and MCG cannot agree on an Approved Budget for a Fiscal Year prior to January 31 of such Fiscal Year, then either MCG, on the one hand, or the Manager forthcoming fiscal year and the Keystone Investor (acting together)amount of any corresponding cash deficiency or surplus, and the amount and due dates of any proposed Additional Capital Contributions. The Budget shall be prepared on a basis consistent with the other hand, may initiate Joint Venture's financial statements and shall be prepared in accordance with the buy-sell procedures under Section 10.4provisions of this Agreement. (iic) The Manager may make Each Budget shall be considered at the expenditures provided for in and otherwise implement the Approved Budget, and may expend amounts in excess first meeting of the Approved Budget provided that overall expenditures for a Fiscal Year do not exceed the Approved Budget by more than ten percent (10%). If the Manager desires to expend amounts in excess of such amount, then it Management Committee following its submission and shall be a “Major Decision” subject to the procedures approval of Section 9.1(d)a majority of the Directors on the Management Committee. (iiid) Until final approval of an Approved Each Budget by MCG, the Manager shall be authorized to operate the Project on the basis also include a detailed explanation of the previous Fiscal Year’s Approved Budget, together proposed related party charges for corporate overhead or services proposed to be charged by any Partner in connection with an increase in services to be provided by such Approved Budget equal Partner and/or its Affiliates to the actual increase in expenses associated with real estate taxes and assessments, insurance premiums, debt service and utilities relating to the Project. Any and all projections contained in any Approved Budget or prior version provided by the Manager are simply estimates and assessments and do not constitute any guaranty of performance whatsoeverJoint Venture. (ive) Without the unanimous approval of the Directors, a Budget shall not include a requirement for Additional Capital Contributions. (f) If for any fiscal year no new Budget is agreed upon and approved, then the Joint Venture will be managed in a manner consistent with the Operations for the prior fiscal year, as adjusted by the CEO to reflect the Joint Venture's contractual obligations for the year and other items of necessity for the Joint Venture to conduct its Present Operations. Notwithstanding anything to the approval rights of MCG contrary in this Section 9.1(f)Agreement, a budget shall be deemed failure by the Management Committee to be an “Approved Budget,” and MCG approve any Budget shall not have the right be subject to approve it, if a lender to the Company or its subsidiaries approves such budget in accordance with its loan documents. In addition, any expenditure that MCG would have the right to approve arbitration under Section 9.1(f)(ii) shall be deemed approved if a lender to the Company or its subsidiaries approves such expenditure in accordance with its loan documentsArticle 13 hereof.

Budget Approval. (ia) The initial budget of Managing Member shall submit annually to the Company (the “Initial Budget”) is attached to this Agreement as Exhibit B, which budget has been approved by the Manager and MCG. At Board at least sixty (60) days prior to the commencement start of each Fiscal Year, beginning with the Fiscal Year commencing January 1, 2000, (i) a proposed annual budget (the "Proposed Annual Budget") for the forthcoming Fiscal Year, including an income statement prepared on an accrual basis which shall show in reasonable detail the revenues and expenses projected for the Company's operations for the forthcoming Fiscal Year and a cash flow statement which shall show in reasonable detail the receipts and disbursements projected for the Company's operations for the forthcoming Fiscal Year, the amount of any corresponding cash deficiency or surplus, contemplated borrowings under credit facilities and the Company required Additional Capital Contributions, if any, and (beginning ii) a proposed revised five-year business plan (the "Proposed Business Plan") for the Fiscal Year 2014), covered by the Manager Proposed Annual Budget and the succeeding four Fiscal Years. Such Proposed Annual Budget and Proposed Business Plan shall cause to be prepared on a basis consistent with the Company's audited financial statements and shall submit to MCG a budget in reasonable detail for such Fiscal Year. At the request of MCG, the Manager will meet with MCG, at a time and place reasonably agreed to by the parties, to discuss each proposed budget. At such meetings, the Manager shall provide to MCG back-up materials that MCG may reasonably request regarding each proposed budget. MCG shall consider such budget and shall, at least thirty (30) days prior to the commencement of the upcoming Fiscal Year, approve or reject such budget. If MCG rejects a budget, the Manager and MCG shall use diligent efforts to revise the proposed budget in form and substance satisfactory to both the Manager and MCG in their reasonable judgment. Each budget approved by MCG pursuant to this Section 9.1(f), including the Initial Budget, is hereafter called the “Approved Budget.” If the Manager and MCG cannot agree on an Approved Budget for a Fiscal Year prior to January 31 of such Fiscal Year, then either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, may initiate the buy-sell procedures under Section 10.4GAAP. (iib) The Manager may make Within thirty days after the submission of such Proposed Annual Budget and Proposed Business Plan, the Board shall advise the Managing Member in writing whether the Board has approved the total expenditures provided for set forth in the Proposed Annual Budget and otherwise implement Proposed Business Plan. Each Annual Budget and Business Plan shall be at least as detailed as the Approved Budget, Annual Budget and may expend amounts in excess of the Approved Budget provided that overall expenditures for a Fiscal Year do not exceed the Approved Budget by more than ten percent (10%). Business Plan annexed hereto as Exhibit A. If the Manager desires to expend amounts total annual expenditures set forth in excess of such amountthe Proposed Annual Budget and Proposed Business Plan are approved by the Board, then it such Proposed Annual Budget and such Proposed Business Plan as approved shall be a “Major Decision” subject to constitute the procedures Annual Budget or the Business Plan, as the case may be, for all purposes of Section 9.1(d)this Agreement and shall supersede any previously approved Annual Budget and Business Plan. (c) If the Board fails to approve an Annual Budget for the Company, then, until a new Annual Budget is approved, the budget for the Company for the immediately preceding Fiscal Year will remain in effect, adjusted (without duplication) to reflect the following increases or decreases: (i) the operation of escalation or de-escalation provisions in contracts in effect at the time of approval of the Annual Budget solely as a result of the passage of time or due to operations or undertakings approved in the Annual Budget or the occurrence of events beyond the control of the Company, to the extent such contracts are still in effect; (ii) elections made in any prior year under contracts contemplated by the budget for the prior year regardless of which party to such contracts makes such election; (iii) Until final approval of an Approved Budget by MCG, the Manager shall be authorized to operate the Project on the basis effect of the existence of any multi-year contract entered into in accordance with a previous Fiscal Year’s Approved Budget, together with an increase in such Approved Budget equal budget to the actual increase extent not fully reflected in expenses associated with real estate taxes and assessments, insurance premiums, debt service and utilities relating to the Project. Any and all projections contained in any Approved Budget or prior version provided by the Manager are simply estimates and assessments and do not constitute any guaranty of performance whatsoever. year's budget; (iv) Notwithstanding the approval rights of MCG increases or decreases in this Section 9.1(f), a budget shall be deemed to be an “Approved Budget,” and MCG shall not have the right to approve it, if a lender expenses attributable to the Company annualized effect of employee additions or its subsidiaries approves such reductions during the prior year contemplated by the budget in accordance with its loan documents. In addition, any expenditure that MCG would have for the right to approve under Section 9.1(f)(iiprior year; (v) shall be deemed approved if a lender to the Company or its subsidiaries approves such expenditure in accordance with its loan documents.interest expense