Approved Budget. The Borrowers have delivered to the Agents on August 31, 2020 # a weekly budget through December 31, 2020, prepared by the Administrative Borrower and # a monthly budget through January 31, 2021, prepared by the Administrative Borrower, in each case, 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”).

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.

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,

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);

This RSA shall become effective and binding upon each of the Parties according to its terms on the date (the ”RSA Effective Date”) when: (a) each of the entities comprising the Company shall have executed and delivered counterpart signature pages of this RSA, the DIP Commitment Letter, attached hereto as Exhibit B, and the DIP Credit Agreement, attached hereto as Exhibit C, to counsel for the Supporting Lenders; (b) the Supporting Lenders shall have executed and delivered counterpart signature pages of this RSA, the DIP Commitment Letter, and the DIP Credit Agreement to counsel for the Company; (c) the Company shall have delivered the Approved Budget (as defined below), which shall provide for the payment of all reasonable and documented outstanding costs and expenses of Norton Rose Fulbright US LLP and Ankura Consulting Group, LLC as advisors to the Supporting Lenders that have been invoiced and presented to the Company; and (d) counsel for the Company shall have given notice to counsel for the Supporting Lenders in the manner set forth in Section 9.11 (by email or otherwise) hereof that the other conditions to the RSA Effective Date set forth in this Section 1 have occurred. Notwithstanding the foregoing, the Parties agree that the counterpart signature pages of the Company and the Supporting Lenders to the DIP Credit Agreement shall be held in escrow by their respective opposing counsel and shall be deemed released from escrow upon the entry by the Bankruptcy Court of the Interim DIP Order (as defined in the DIP Credit Agreement) and upon satisfaction or waiver of the other conditions precedent set forth in the DIP Credit Agreement.

Each DIP Budget and all projected consolidated balance sheets, income statements and cash flow statements of the Credit Parties delivered to the Lenders were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed in good faith by the Borrower to be fair in light of the conditions existing at the time of delivery of such report or projection.

The Credit Parties shall have, as measured monthly, actual aggregate production of crude oil, natural gas and natural gas liquids from their Oil and Gas Properties equaling at least ninety percent (90%) of the aggregate amount of production of such commodities forecasted in the DIP Budget for such month, as reported to the Administrative Agent within forty (40) days following the end of each applicable month.