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Hxcept as otherwise set forth herein and subject to Section 5.2, following the ap- proval of the annual operating budget for a Fiscal Year (including, without limitation, any armual operating budget applicable to the first Fiscal Year during the term hereof), the County shall ntako available to SMG ell funds necessary to pay all approved expenses pursuant to the ap- proved, budgcxd Operating Expenses incurred or accrued in such Fiscal Yeay to the extent Op- erating Revenues do not equal or exceed Operating Expenses. To the extent that Operating Revenues during a calendar quarter period are insufficient, or are reasonably expected to be in- sufficient, to cover Operating Expenses plus, with respect to the first quarter of a Fiscal Year, the amount of the projected incentive fee payable purauarrt to Section 4.3(b) for the prior Fiscal Year ("Cash Flow Shortfall's for such period, tbs County shall deposit funds into the operating ac- wunt se follows. Thirty (30) days prior to iha begirming of each calendar quarter during the Management Term and any Renewal Term, SMG will submit to the County en invoice for the projected Cash Flow Shortfall for such quarter and the County will transfer such funds to the op- erating account within five (5) days after the start of such calendar quarter. Such farads shall be used to pay Operating Expanses. Should it thereafter be determined that Operating Revenues for the quarter in question were in fact sufficient to cover Operating Bxpenses for such quarter and that the deposit by the County was not m fact needed, then such deposit shall, at the County's option, be either refunded to the County within ten (10) days of its written request therefor, or shall be deposited into an interest-bearing account to be used only to cover any future Cash Flow Shortfalls. Any cash infusions by the County pursuant to a Caeh Flow Shortfall shall not consti- tute Operating Revenues. 5.2 Non-Fundine. (a) The County shall have no obligation to provide funds for the payment of Operating Expenses incurred or committed for attar the date SMG receives written notice (an "Appropriation Deficiency Notice's of the fact that insufficient foods or no funds have been ap- propriated, or are anticipated to ba insufficient or unavailable in the future, for the Facility. (b) If the Appropriation Deficiency Notice ie of insufficient funds, the County shall pay all Operating Expenses incurred or committed for after such date that are within the aggrogate level of appropriated funds specified in the Appropriations Deficiency Notice. The County shall pay all Operating Expenses incurred ar irrevocably committed for prior to the data SMG receives the Appropriation Deficiency Notice. Any failure by the County to provide funds (beyond the aggregate level of appropriated funds) for the payment of Operating Expenses in- cuaed or committed for after SMG receives an Appropriations Deficiency Notice shall not be a breach of or default under this Agreement by the County. Any failure by SMG to perform its obligations under this Agreement after SMG's receipt of a Appropriation Deficiency Notice shall not be a breach of or default under this Agreement if such breach or defauh directly resuhs fran such appropriation deficiency, provided that the County has been fast given reasonable prior written notice by SMG that such specific breach of default by SMG was likely to reach from such appropriation deficiency. (c) If the County appropriator funds at (or reducer appropriated funds to) a level that, in SMG's reasonable, good faith judgment, renders the menagemant of the Facility by SMG unsafe se a public assembly facility, SMG may provide its concerns in writing to the mvedasbsmp apemmnevlind rM,Od.doorovieed e~Mmu earomnentvanal md.doo 13 ®1995.200 ~.~