Annual Budget. Borrower shall furnish to Lender an operating budget for the Property, presented on a monthly basis, including applicable cash flow projections and all proposed capital replacements and improvements, upon the execution of this Agreement for the Borrower’s current fiscal year and thereafter at least thirty (30) days prior to the start of each future Borrower fiscal year (the “Annual Budget”).

Budget Variance. At the time of each Revolving Borrowing, Borrower’s and its Subsidiaries’ Consolidated EBITDAR for the applicable fiscal quarter shall not deviate more than seven and one-half percent (7.5%) negatively from the Consolidated EBITDAR on the approved Budget for such fiscal quarter.

Approved Budget. The Borrowers have delivered to the Agents on December 14, 2020 a weekly budget March 31, 2021, prepared by the Administrative Borrower, which budget shall include information on a line item basis as to # projected cash receipts, # projected disbursements (including ordinary course operating expenses, capital expenditures, asset sales, credit party expenses and any other fees and expenses relating to the Loan Documents), # a calculation of the Borrowing Base and # the amount of Qualified Cash, which shall be in form and substance acceptable to the Agents (the “Approved Budget”) and each such Approved Budget to be consistent with past practice. At all times during the Forbearance Period, the Borrowers shall deliver to the Agents on or before 2:00 p.m. (Boston time) on Friday (or, if such day is not a Business Day, on the next succeeding Business Day) an updated Approved Budget for the thirteen (13) week period commencing as of the Sunday of such week, in form and substance satisfactory to the Agents (it being understood that each subsequent Approved Budget shall only add projections for the last week of the thirteen (13) week period covered thereby and shall not modify any prior periods, and no such updated, modified or supplemented budget shall be effective until so approved by the Agents and only once so approved by the Agents shall it be deemed an “Approved Budget”).

Budget Meetings. At each budget meeting and at any additional meetings during a Fiscal Year reasonably called by Lessee or Manager, Manager shall consult with and respond to questions of Lessee on matters of policy concerning management, sales, room rates, wage scales, personnel, general overall operating procedures, economics and operation and other matters affecting the operation of the Hotel and Lessee shall have the right to provide input on matters affecting the operation of the Hotel which will be followed to the extent reasonable in Manager’s discretion so long as not in conflict with the terms of this Agreement.

Annual Budget. The annual forecasts or projections of the Borrower, to be supplied not later than sixty (60) days after the commencement of the fiscal year to which any of the foregoing may be applicable,

DIP Budget. The Lenders shall have received the DIP Budget, which DIP Budget shall have been approved by the Lenders.

Budget Overruns. With respect to any Development Costs which, pursuant to this Agreement and/or a Development Plan or an approved Development Collaboration Proposal, are meant to be allocated between the Parties (rather than ​), each Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets ​ and an asterisk*, have been separately filed with the Securities and Exchange Commission.

Annual Budget. Within sixty (60) days following the end of each Fiscal Year, forecasts prepared by management of the Borrower, in form reasonably satisfactory to the Administrative Agent and the Required Lenders, of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries, as well as of combined balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries but excluding all Regulated Subsidiaries, in each case on a quarterly basis for the immediately following Fiscal Year (including the Fiscal Year(s) in which the Term Loan A Maturity Date, the maturity date of any Term Loan established after the Closing Date and the Revolving Commitment Termination Date occur);

Budget Variance Report. The Loan Parties shall continue to comply with the Budget Variance Report obligations set forth in the Fifth Amendment and, as such, on or before 2:00 p.m. (Boston time) on Friday of each week, the Borrowers shall deliver to the Agents a Budget Variance Report. As used herein “Budget Variance Report” means a weekly report provided by the Borrowers to the Agents, showing amount of Qualified Cash as of Saturday of each week and the actual receipts and disbursements for each line item compared to the Approved Budget, as applicable, on a cumulative basis from the date hereof of until the fourth (4th) week after the date hereof and then on a rolling four (4) week basis at all times thereafter, noting therein all variances, on a line-item basis, from amounts set forth for such period in the Approved Budget, and shall include or be accompanied by explanations for all material variances and certified by an Authorized Officer of the Parent.

Each Fiscal Year during the Term, Manager shall prepare a budget (“Capital Improvement Budget”) of the expenditures necessary for replacement of FF&E and building replacements of the nature contemplated by Section 8.1 during the ensuing Fiscal Year and shall provide such Capital Improvement Budget to Lessee and Landlord for approval at the same time Manager submits the Annual Operating Budget. The Capital Improvement Budget shall not be deemed accepted by Lessee and Landlord in the absence of their respective express written approval. Not later than thirty (30) days after receipt by Lessee and Landlord of a proposed Capital Improvement Budget (or such longer period as Lessee and Landlord may reasonably request on Notice to Manager), Lessee and/or Landlord may deliver a Notice (a “CIB Objection Notice”) to Manager stating that Lessee and/or Landlord objects to any information contained in or omitted from such proposed Capital Improvement Budget and setting forth the nature of such objections with reasonable specificity. Failure of Lessee and/or Landlord to deliver a CIB Objection Notice shall be deemed rejection of Manager’s proposed Capital Improvement Budget in its entirety. Upon receipt of any CIB Objection Notice, Manager shall, after consultation with Lessee and Landlord, modify the proposed Capital Improvement Budget, taking into account Lessee’s and/or Landlord’s objections, and shall resubmit the same to Lessee and Landlord for Lessee’s approval within fifteen (15) days thereafter, and Lessee and/or Landlord may deliver further CIB 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 Capital Improvement Budget in question is accepted and consented to by Lessee and Landlord). Notwithstanding anything to the contrary set forth herein, Lessee and Landlord shall have the right at any time subsequent to the acceptance and consent with respect to any Capital Improvement Budget, on Notice to Manager, to revise such Capital Improvement Budget or to request that Manager prepare