Budget Variance Report. On or before 2:00 p.m. (Boston time) on Friday of each week commencing on September 4, 2020, 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

Annual Operating Budget. Subject to the approval of the Lessee as provided in Section 10.2, not less than ninety (90) days following the Commencement Date, Manager shall prepare an initial operating budget (the “Initial Operating Budget”) for the period beginning with the Commencement Date and ending on December 31 of the year in which the Commencement Date occurs unless such date falls within 60 days prior to December 31, in which case such Initial Operating Budget shall cover the next succeeding calendar year. Such Initial Operating Budget may be refined (based on information then available) as of the Commencement Date, subject to the approval of the Lessee as provided in Section 10.2. Thereafter, the Manager shall deliver, by a date to be reasonably determined by the Lessee but not later than November 1 of each succeeding Fiscal Year, to Lessee for approval by Lessee a proposed budget for the Hotel, which may be revised from time to time (the “Annual Operating Budget”), setting forth in detail an estimated profit and loss statement for the next twelve (12) Accounting Periods, including a schedule of hotel room rentals and other rentals for the Hotel, such budgets to be substantially in the format of Exhibit D attached hereto. The Manager may modify or amend a previously approved Initial Operating Budget or an Annual Operating Budget, only in accordance with Section 10.2 or as otherwise provided in this Agreement.

Global Development Budget. The Global Development Plan will contain the Global Development Budget. The first full Calendar Year of the then-current Global Development Budget, will be binding for purposes of calculating First Tier GDP Overruns and Second Tier GDP Overruns as provided in [Section 3.8.5], and will be non-binding for all other purposes. The Global Development Budget, and each update thereto, will be prepared by Licensee based on Licensee’s good faith estimation, consistent with its standard internal practices, of the probable Development activities to be conducted during the relevant Global Development Budget period, and based on and consistent with the documents and information related to the Licensed Products prepared by Licensee for its internal use and reference in the budgeting process. Upon request by Relay, the JDT will discuss the appropriate level of detail to include in the Global Development Budget for the applicable Development activities to be performed during the period covered by such Global Development Budget.

The budget for this project is $19,406,948 which is itemized as follows:

The budget for Amendment 1 is $1,200,000 which is itemized as follows:

The budget for Amendment 3 (​ Support) is $450,000 which is itemized as follows:

The Carbo Debtors, jointly and severally, hereby agree to pay all reasonable and documented out-of-pocket costs and expenses incurred by the DIP Lenders, including reasonable and documented fees and expenses of outside counsel to the DIP Lenders, incurred in documenting and negotiating the DIP Facility. Because the DIP Lenders will incur these expenses even if the DIP Facility are not consummated for any reason, the expense reimbursement agreement set forth in this paragraph is unconditional; provided, that upon execution of the DIP Facility Documents, the provisions of the DIP Facility Documents shall supersede this paragraph.

“DIP Lenders” means the lenders under the DIP Credit Agreement.

“DIP Obligations” means Obligations as defined in the DIP Credit Agreement.