Common use of Budget Clause in Contracts

Budget. The GUC Trust Administrator shall prepare and submit to the GUC Trust Monitor and DIP Lenders for approval a reasonably detailed annual plan and budget (the “Budget”) at least thirty (30) days prior to the commencement of each calendar year; provided, however, that the first such Budget shall be agreed to as of the Effective Date. Such annual plan and Budget shall set forth (on a quarterly basis) in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assets; and (B) the anticipated fees and expenses, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down Budget Cash. Such Budget shall be updated and submitted to the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) and approval of the Budget shall not be unreasonably withheld. In the event of any dispute concerning the Budget (or the taking of actions consistent with the Budget), the GUC Trust Administrator, the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall not be set forth in the Budget and shall not be paid for with the Wind-Down Budget Cash.

Budget. The GUC Trust Administrator Borrower shall prepare and submit to Lender for Lender’s written approval (provided that such approval shall only be required in the GUC Trust Monitor and DIP Lenders for approval a reasonably detailed event that Borrower or any Affiliate of Borrower has the right to approve any such budget pursuant to the terms of the Management Agreement) not to be unreasonably withheld, an annual plan and budget (the “Annual Budget”) at least thirty within ten (3010) Business Days after receipt thereof from Manager, in form satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the Premises. In the event Lender shall have the right to approve such Annual Budget and Lender objects to the proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days prior after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall, within three (3) days after receipt of notice of any such objections, revise such Annual Budget and resubmit the commencement same to Lender. Lender shall advise Borrower of each calendar year; any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall revise the same in accordance with the process described herein until Lender approves an Annual Budget, provided, however, that if Lender shall not advise Borrower of its objections to any proposed Annual Budget within the first applicable time period set forth in this Section, then such proposed Annual Budget shall be agreed deemed approved by Lender. If Lender has the right to as approve the Annual Budget pursuant to the terms of the Effective Date. Such annual plan and Management Agreement, until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall set forth (on a quarterly basis) shall, except as otherwise provided in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust AssetsManagement Agreement, apply; and (B) the anticipated fees and expensesprovided that, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down Budget Cash. Such such Approved Annual Budget shall be updated adjusted to reflect actual increases in Basic Carrying Costs and submitted to the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) and approval of the Budget shall not be unreasonably withheldutilities expenses. In the event that Owner must incur an Extraordinary Expense, then Borrower shall promptly deliver to Lender a reasonably detailed explanation of any dispute concerning such proposed Extraordinary Expense which, if Borrower has the Budget (right to approve such expenditures pursuant to the terms of the Management Agreement, shall be subject to Lender’s approval, which approval may be granted or the taking of actions consistent with the Budget), the GUC Trust Administrator, the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall not be set forth denied in the Budget and shall not be paid for with the Wind-Down Budget CashLender’s reasonable discretion.

Budget. The GUC Trust Administrator On or as soon as reasonably practicable (and in any event within 30 days) after the Effective Date, and therafter on a quarterly basis, the Trustee shall prepare and submit deliver to the GUC United States and to the members of the Trust Monitor and DIP Lenders Advisory Board a budget for approval a reasonably detailed annual plan and budget the operation of the Litigation Trust (the “Budget”). The Budget shall state a maximum amount of expenditures during such quarter (excluding any expenditures pursuant to the Special Fee Arrangement with Trust Litigation Counsel) that the Trustee seeks authority to make prior to seeking further approval from the Trust Advisory Board (the “Authorized Expenditure Level”). The Trustee may also from time to time submit to the Trust Advisory Board an amended Budget, with an amended Authorized Expenditure Level, for approval or rejection by the Board. The Trust Advisory Board shall approve such Authorized Expenditure Level provided that the Trustee has presented reasonable grounds for it. The Trust Advisory Board shall approve or reject in writing the Authorized Expenditure Level contained in such Budget or amended Budget no later than its next meeting occurring at least thirty (30) five business days prior after the submission of the Budget or amended Budget; provided, however, that where the circumstances of the Anadarko Litigation require it, the Trustee may designate an amendment as urgent, in which case the Trust Advisory Board shall act on the amendment no later than five business days after its submission. If the Trust Advisory Board fails to approvce or disapprove a proposed Authorized Expenditure Level within the commencement of each calendar yeartime periods provided by this subsection, the Authorized Expenditure Level shall be deemed approved. The Trustee may not exceed such Authorized Expenditure Level for a given quarter by greater than 15% without obtaining further approval in writing from the Board; provided, however, that the first such Budget shall be agreed to Trustee may exceed an Authorized Expenditure Level for a given quarter by more than 15% if the total amount of expenses incurred by the Trustee on a cumulative, aggregate basis from the inception of the Trust through the last business day of the quarter does not exceed the total cumulative, aggregate amount of the Authroized Expenditure Levels over the same period. The Authorized Expenditure Level as of the Effective Date. Such annual plan and Budget Date shall set forth (on a quarterly basis) in reasonable detail: (A) be deemed to be $250,000, from the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assets; and (B) the anticipated fees and expenses, including professional fees, associated with the administration inception of the GUC Trust, a separate amount representing Trust until such time as the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down Budget Cash. Such Budget shall be updated and submitted to the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results Advisory Board first approves an Authorized Expenditure Level for the same period. For the avoidance of doubt, the DIP Lenders may object in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) and approval of the Budget shall not be unreasonably withheld. In the event of any dispute concerning the Budget (or the taking of actions consistent with the Budget), the GUC Trust Administrator, the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall not be set forth in the Budget and shall not be paid for with the Wind-Down Budget CashTrustee.

Budget. The GUC Trust Administrator For the partial year period commencing on the Effective Date, and for each fiscal year thereafter, the Borrower shall prepare and submit to the GUC Trust Monitor and DIP Lenders Administrative Agent an Annual Budget for approval a reasonably detailed annual plan and budget (the “Budget”) at least Property not later than thirty (30) days prior to the commencement of each calendar year; providedsuch fiscal year in form reasonably satisfactory to the Administrative Agent. From and after the occurrence of a Triggering Event and until a Triggering Event Termination, however, that the first such Annual Budget shall be agreed subject to Administrative Agent’s written approval (each such Annual Budget, after it has been approved in writing by the Administrative Agent shall be hereinafter referred to as an “Approved Annual Budget”). So long as no Triggering Event has occurred and is continuing, such Annual Budget shall not be subject to Administrative Agent’s approval, and shall be deemed to be an Approved Annual Budget for the purposes of this Agreement until the occurrence of a Triggering Event. Upon the occurrence of a Triggering Event, Borrower shall provide to Administrative Agent (within five (5) Business Days after the occurrence of such Triggering Event) an Annual Budget for the remainder of the Effective Date. Such annual plan then-current fiscal year, and such Annual Budget shall set forth not be deemed to be an Approved Budget until approved by Administrative Agent in its reasonable discretion. These approval provisions will then apply until a Triggering Event Termination. In the event that the Administrative Agent objects to a proposed Annual Budget (on or a quarterly basismodification to an Approved Annual Budget) in reasonable detail: (A) submitted by the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assets; and (B) the anticipated fees and expenses, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down Budget Cash. Such Budget shall be updated and submitted to the GUC Trust Monitor and DIP Lenders Borrower for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubtapproval, the DIP Lenders may object in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court Administrative Agent shall resolve advise Borrower of such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, objections within fifteen (as updated). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of the Budgetsuch objections) and the Borrower shall promptly revise such Annual Budget and resubmit the same to the Administrative Agent. The Administrative Agent shall advise the Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this subsection until the Administrative Agent approves the Annual Budget. Failure of Administrative Agent to object to an Annual Budget within the time frames described above shall be deemed to be approval of such Annual Budget as an Approved Annual Budget; provided the Budget Borrower’s request states prominently in bold capital letters that Administrative Agent’s failure to respond with such time period may result in deemed consent or approval. Until such time that the Administrative Agent approves a proposed Annual Budget, the Administrative Agent will disburse funds from the Property Account that are available to pay Operating Expenses and leasing and capital expenditure costs in accordance with Sections 8.5(b)(vi), 8.5(d) and 8.6 to the extent Administrative Agent has approved such expenditures, which approval shall not be unreasonably withheld. In ; provided that amounts necessary to pay Property Taxes, insurance premiums, utilities expenses and other non-discretionary expenses shall be deemed to have been approved by the event of any dispute concerning the Budget (or the taking of actions consistent with the Budget), the GUC Trust Administrator, the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall not be set forth in the Budget and shall not be paid for with the Wind-Down Budget CashAdministrative Agent.

Budget. The GUC Trust Administrator Borrower shall prepare and submit to the GUC Trust Monitor and DIP Lenders Lender for Lender’s written approval a reasonably detailed an annual plan and budget (the “Annual Budget”) at least thirty not later than fifteen (3015) days prior to the commencement of each calendar year; such Fiscal Year, in form reasonably satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the Premises. Each Annual Budget shall contain, among other things, management fees, third party service fees, and other expenses as Borrower may reasonably determine. Lender shall have the right to approve such Annual Budget which approval shall not be unreasonably withheld, and in the event that Lender objects to the proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall, within ten (10) days after receipt of notice of any such objections, revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall revise the same in accordance with the process described herein until Lender approves an Annual Budget, provided, however, that if Lender shall not advise Borrower of its objections to any proposed Annual Budget within the first applicable time period set forth in this Section, then such proposed Annual Budget shall be agreed to as of deemed approved by Lender. Until such time that Lender approves a proposed Annual Budget, the Effective Date. Such annual plan and most recently Approved Annual Budget shall set forth (on a quarterly basis) in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assetsapply; and (B) the anticipated fees and expensesprovided that, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down Budget Cash. Such such Approved Annual Budget shall be updated and submitted adjusted to the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances actual increases in Basic Carrying Costs (with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object as defined in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the BudgetMortgage) and approval of the Budget shall not be unreasonably withheldutilities expenses. In the event of any dispute concerning that Owner must incur an Extraordinary Expense (as defined in the Budget (or the taking of actions consistent with the BudgetMortgage), the GUC Trust Administratorthen Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval, the GUC Trust Monitor which approval may be granted or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting denied in Lender’s sole and Transfer Costs shall not be set forth in the Budget and shall not be paid for with the Wind-Down Budget Cashabsolute discretion.

Budget. The GUC Trust Administrator A. SUBRECIPIENT shall prepare and submit adhere to the GUC Trust Monitor WIOA Young Adult approved budget as delineated in Attachment C of this CONTRACT. B. SUBRECIPIENT shall adhere to invoice procedures outlined in Information Notice 02-OCWDA-64 and DIP Lenders Exhibit 5 , and/or any subsequent updates. At the beginning of each fiscal year and with any subsequent funding increase or decrease, SUBRECIPIENT will be required to submit a list of personnel, their job description, salary and the full time equivalent percentage of their time that will be allocated for each funding stream. SUBRECIPIENT shall provide the personnel and actual percentage of their time as supporting documentation to each invoice. C. SUBRECIPIENT shall submit two originally signed copies of the monthly invoice, personnel breakdown, and operational costs breakdown by the 20th day of each month for the previous month’s expenditures. SUBRECIPIENT shall answer any questions regarding invoices. Invoices with incorrect or disallowed costs will be returned to SUBRECIPIENT with an explanation. D. In case the SUBRECIPIENT has a need to adjust budget line items (without increasing their total funding allocation), SUBRECIPIENT shall complete all budget modification forms necessary for processing request and shall attain f approval from the designated COUNTY’s PROJECT MANAGER before making any changes to or invoicing differently from the budget in Attachment C under this CONTRACT. Decreases in direct client service line items (participant wages, miscellaneous client fees, and/or student supplies) will not be accepted after the end of the second quarter. Budget modifications will not be considered for processing if received more than 10 days after the end of the third quarter. No more than one budget modification request will be considered per quarter. All budget modifications must be made in compliance with Information Notice 11-OCWDA-03, and/or any subsequent updates. E. With the exception of information required to complete State MIS reporting requirements, if SUBRECIPIENT knows they will be unable to comply with required due dates for standard information requested by WIOA, the SUBRECIPIENT must submit a reasonably detailed annual plan and budget (the “Budget”) at least thirty (30) days prior letter to the commencement of each calendar year; provided, however, that the first such Budget shall be agreed appropriate party self- documenting their inability to as of the Effective Date. Such annual plan and Budget shall set forth (on a quarterly basis) in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assets; and (B) the anticipated fees and expenses, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down Budget Cash. Such Budget shall be updated and submitted to the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) and approval of the Budget shall not be unreasonably withheld. In the event of any dispute concerning the Budget (or the taking of actions consistent with the Budget), the GUC Trust Administrator, the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall not be set forth in the Budget and shall not be paid for with the Wind-Down Budget Cashcomply.

Budget. The GUC Trust Administrator A. CONTRACTOR shall prepare and submit adhere to the GUC Trust Monitor WIA Youth approved budget as delineated in Attachment C of this CONTRACT. B. CONTRACTOR shall adhere to OCWIB’s invoice procedures outlined in Information Notice 02-OCWDA-64 and DIP Lenders Exhibit 7 , and/or any subsequent updates. At the beginning of each fiscal year and with any subsequent funding increase or decrease, CONTRACTOR will be required to submit a list of personnel, their job description, salary and the full time equivalent percentage of their time that will be allocated for each funding stream. CONTRACTOR shall provide the personnel and actual percentage of their time as supporting documentation to each invoice. C. CONTRACTOR shall submit two originally signed copies of the monthly invoice, personnel breakdown, and operational costs breakdown by the 20th day of each month for the previous month’s expenditures. CONTRACTOR shall answer any questions regarding invoices. Invoices with incorrect or disallowed costs will be returned to CONTRACTOR with an explanation. D. In case the CONTRACTOR has a need to adjust budget line items (without increasing their total WIA Youth allocation), CONTRACTOR shall complete all budget modification forms necessary for processing request and shall attain written approval from the designated COUNTY’s PROJECT MANAGER before making any changes to or invoicing differently from the budget in Attachment C under this CONTRACT. Decreases in direct client service line items (participant wages, miscellaneous client fees, and/or student supplies) will not be accepted after the end of the second quarter. No budget modifications will be processed after April 30, 2015. No more than one budget modification request will be considered per quarter. All budget modifications must be made in compliance with Information Notice 11-OCWDA-03, and/or any subsequent updates. E. With the exception of information required to complete State MIS reporting requirements, if CONTRACTOR knows they will be unable to comply with required due dates for standard information requested by WIA, the CONTRACTOR must submit a reasonably detailed annual plan and budget (the “Budget”) at least thirty (30) days prior letter to the commencement of each calendar year; provided, however, that the first such Budget shall be agreed appropriate party self- documenting their inability to as of the Effective Date. Such annual plan comply. A. Service Delivery: CONTRACTOR will serve Workforce Investment Act (WIA) eligible In-School Youth and Budget shall set forth (on a quarterly basis) in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assets; and (B) the anticipated fees and expenses, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the WindOut-Down Budget Cash. Such Budget shall be updated and submitted to the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object of-School Youth in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) and approval of the Budget shall not be unreasonably withheld. In the event of any dispute concerning the Budget (or the taking of actions consistent with the BudgetRegion(s), which includes the GUC Trust Administrator, the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall not be set forth in the Budget and shall not be paid for with the Wind-Down Budget Cash.following cities: B. Primary Service Location:

Budget. a. The GUC Trust Administrator shall prepare and submit to the GUC Trust Monitor and DIP Lenders for approval a reasonably detailed annual plan and budget (the “Budget”) for the first Agreement Year is attached to this Agreement as Schedule B-Y. b. VCS shall prepare a draft Budget for each subsequent Agreement Year of the Term of this Agreement and deliver such Budget to CLIENT at least thirty (30) 90 days prior to the commencement beginning of each calendar such Agreement Year. The aggregate amount of all costs set forth therein shall in no event exceed the prior year; provided’s budget in an amount greater than the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U), howeversubject to conformance by the parties of items such as salaries and travel expenses to scales utilized by CLIENT for its employees and conformance of charges for gas to accepted gas indices comparing the price of gas at May 27, that 2008 to the first such price at the time the Budget shall be agreed to as of the Effective Dateis prepared. Such annual plan and The Budget shall set forth (on a quarterly basis) out in reasonable detail: detail the various costs of VCS (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assets; and (B) the anticipated fees and expenses, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down Budget Cash. Such Budget shall be updated and submitted related to the GUC Trust Monitor and DIP Lenders for review Services including those described on a quarterly basis, and each such quarterly update shall reflect the variances (with explanationsSchedule A-1 through Schedule A-2) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object estimated to be payable by CLIENT in the Bankruptcy Court with respect to any quarterly update that materially changes forthcoming year. Upon receipt thereof, CLIENT will promptly review the Budget and the Bankruptcy Court shall resolve such disputeParties will then reconcile any issues related thereto. All actions by the GUC Trust Administrator shall be consistent with CLIENT and VCS recognize that the Budget, as with any projection, may require adjustment due to changes in expenses, market conditions and numerous other factors and agree to review the Budget no less frequently than every *** (***) months for possible adjustment. c. If CLIENT does not approve a Budget at least 30 days prior to the beginning of any calendar year, or is unable to reach agreement with VCS on any proposed adjustment thereto, including a CLIENT-required reduction in Client Pass-through Expenses (as updated). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) and approval of the Budget shall not be unreasonably withheld. In the event of any dispute concerning the Budget (or the taking of actions consistent with the Budget), the GUC Trust Administrator, the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall not be set forth in Section 4.3 of this Agreement), CLIENT and VCS agree to have their Senior Officers meet forthwith in an attempt to resolve the matter. If such a resolution is not reached within 30 days from such meeting and unless each Party agrees in writing to continue good faith negotiations as to the Budget for an additional 60 days, CLIENT shall be deemed to have given notice of termination under Section 11.2(b) of this Agreement effective 120 days after such 30th day referred to in the prior clause. The Parties agree that during the aforementioned negotiation period (to the extent such period exists in a new contract year), VCS shall continue provision of the Services and shall not be paid for by CLIENT in accordance with the Windprior Agreement Year’s approved Budget, subject to reconciliation with the subsequently agreed-Down Budget Cashupon Budget.

Budget. (a) Attached hereto as Exhibit A is the Budget approved by Owner for the stated portion of the current Fiscal Year. For subsequent Fiscal years, Manager shall submit the Budget for the ensuing Fiscal Year for Owner's approval no later than ninety (90) days prior to the beginning of each successive Fiscal Year. The GUC Trust Administrator Budget shall be reasonably approved by Owner prior to December 31. In the event Owner disapproves the Budget, in whole or in part, Owner will provide edits for the Manager to make as may be reasonably practicable. Until a complete new Budget is approved, Manager shall operate on the Budget or part thereof which is approved and the disapproved items shall be governed by the like item approved for the prior Fiscal Year, with the exception of expenses for personnel which may be reasonably increased based on existing competitive conditions unless the increase for personnel is the item that is being disputed, in which case expenses for personnel will not be increased. (b) The Budget shall reflect the schedule of monthly rents for the applicable Fiscal Year. It shall also constitute a major control under which Manager shall operate the Project, and Manager shall make all reasonable efforts to ensure there are no substantial variances therefrom except for the variations which are in compliance with Section 2.07(a)(ii). Consequently, no expenses may be incurred or commitments made by Manager in connection with the management or operation of the Project which exceed (or would cause the total expenses to exceed) by more than five percent (5%) in the aggregate the total expenses provided for in the approved Budget; provided, however, the foregoing limitation with respect to incurring any expense not covered by the Budget shall not apply to expenses relating to taxes, insurance or utilities. Manager makes no guaranty, warranty or representation whatsoever in connection with the Budgets or the operational results of owning the Project, such being intended as estimates only. Manager will use its commercially reasonable efforts to develop the Budget and manage the Project in accordance with the Budget. (c) In the event there shall be a substantial variances (expenses greater than 5%, or Gross Receipts less than 95%, of projection) between the actual results of operations for any month and the estimated results of operations for such month as set forth in the Budget, Manager shall furnish to Owner, within fifteen (15) days after the expiration of such month, a written explanation concerning the variances and the steps being taken by Manager to rectify the variances. If after a Budget has been approved substantial variations have occurred, or are anticipated by Manager during the course of the Fiscal Year, Manager shall immediately notify Owner and, upon Owner's request, shall prepare and submit to Owner a revised forecast of annual income and expenses for the GUC Trust Monitor and DIP Lenders for approval a reasonably detailed annual plan and budget (the “Budget”) at least thirty (30) days prior to the commencement of each calendar year; provided, however, that the first such Budget shall be agreed to as remainder of the Effective DateFiscal Year based on actual year-to-date income and expenses and Manager's forecast of income and expenses for the remainder of the Fiscal Year. Such annual plan and Budget shall set forth (on a quarterly basis) in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assets; and (B) the anticipated fees and expenses, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down Budget Cash. Such Budget shall be updated and submitted to the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) and approval of the Budget forecast shall not be unreasonably withheld. In the event of any dispute concerning the Budget (or the taking of actions consistent with the constitute a replacement Budget), the GUC Trust Administrator, the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall not be set forth in the Budget and shall not be paid for with the Wind-Down Budget Cash.

Budget. The GUC Trust Administrator Borrower shall prepare and submit deliver to the GUC Trust Monitor and DIP Lenders for approval a reasonably detailed annual plan and budget Xxxxxx, within sixty (the “Budget”) at least thirty (3060) days prior to the commencement beginning of each calendar year; provided, howeveran annual expenditure budget for Borrower and the Property, that if any, including all planned capital expenditures and all anticipated costs and expenses for such ensuing calendar year (“Proposed Budget”). The Proposed Budget shall also include a business plan for the first such Borrower’s proposed operations during the forthcoming calendar year, including Borrower’s proposed leasing guidelines. The Proposed Budget shall be agreed prepared and submitted in a form reasonably acceptable to as of the Effective Date. Such annual plan Xxxxxx and Budget shall set forth (on a quarterly basis) in reasonable detail: (A) detail budgeted capital and other expenses. Xxxxxx shall have the GUC Trust Administrator’s anticipated actions right to administer the GUC Trust Assets; and (B) the anticipated fees and expenses, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down approve each Proposed Budget Cash. Such Budget shall be updated and submitted to the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated). The GUC Trust Administrator may obtain any required approval of the Budget on Xxxxxx’x reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) and approval of the Budget shall not be unreasonably withhelddiscretion. In the event that Xxxxxx objects to the Proposed Budget submitted by the Borrower, Xxxxxx shall advise the Borrower of such objections within fifteen (15) Business Days after receipt thereof (and deliver to the Borrower a reasonably detailed description of such objection) and the Borrower shall promptly revise such Proposed Budget and resubmit the same to Xxxxxx. Xxxxxx shall advise the Borrower of any dispute concerning objections to such revised Proposed Budget, in Xxxxxx’x reasonable discretion, within ten (10) Business Days after receipt thereof (and deliver to the Borrower a reasonably detailed description of such objection) and the Borrower shall promptly revise the same in accordance with the process described in this Section 3.5 until Xxxxxx approves a Proposed Budget, in Xxxxxx’x reasonable discretion; provided that, if Xxxxxx fails to approve such a Proposed Budget, the operating budget and the capital expenditure budget for such calendar year shall be the budget attached hereto as Exhibit A (the “Business Plan”). Each such Proposed Budget approved by Xxxxxx in accordance with terms hereof (or, if applicable, the Proposed Budget for such year included in the Business Plan referred to in the proviso to the immediately preceding sentence) shall hereinafter be referred to as an “Approved Budget.” Notwithstanding the foregoing, Borrower may exceed the Approved Budget for all line items by up to five percent (5%) of the total amount of the Budget (or the taking of actions consistent with the Budget), the GUC Trust Administrator, the GUC Trust Monitor or the DIP Lenders for all line items in any calendar year and may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall not be set forth in the Budget and shall not be paid for with the Wind-Down Budget Cashincur Uncontrollable Expenses without Xxxxxx’x consent.

Budget. The GUC Trust Administrator (A) Not later than March 1st of each Fiscal Year hereafter, Borrower shall prepare or cause to be prepared and submit deliver to Administrative Agent, for informational purposes only, a Budget in respect of the Property for the Fiscal Year in which such delivery date falls, or if no such approved Budget then exists, the most up to date draft Budget; provided, that during a Cash Sweep Period, Borrower shall endeavor to deliver an approved Budget to Administrative Agent by December 15th of such Fiscal Year. In all events, Borrower shall deliver to Administrative Agent, for informational purposes only, a Budget that has been approved under the Management Agreement in respect of the Property for the Fiscal Year by March 1st of such Fiscal Year. (B) If Borrower subsequently amends the Budget, Borrower shall promptly deliver the amended Budget to Administrative Agent. (C) Notwithstanding the foregoing clause any Budgets submitted during a Cash Sweep Period, and in each case any material amendment therefrom, to the GUC Trust Monitor and DIP Lenders for extent Borrower or an Affiliate of Borrower has the right to approve any Budget (or budget like items) or amendment to any Budget (or budget like items) under the Management Agreement or to the extent Borrower has the right to approve or consent to any variance from the Budget (or budget like items) under the Management Agreement, shall be subject to Administrative Agent’s prior written approval, which approval shall not be unreasonably withheld, delayed or conditioned so long as no Event of Default is continuing. To the extent Administrative Agent has the right to consent or approve matters relating to the Budget (or budget like items) in accordance with this Section 11.2.6(C), Administrative Agent shall exercise such consent or approval rights in a reasonably detailed annual plan and budget manner consistent with the provisions of the Management Agreement governing such consent or approval. (D) Subject to Administrative Agent’s rights in the “Budget”) at least preceding paragraph, within thirty (30) days prior to after its receipt of notice of the commencement of each calendar year; providedany Cash Sweep Period, however, that the first such Budget Borrower shall be agreed consult with Administrative Agent and shall afford Administrative Agent a reasonable opportunity to as of the Effective Date. Such annual plan meet and Budget shall set forth (on a quarterly basis) confer with Borrower and Manager to discuss in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assets; and (B) the anticipated fees and expenses, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down Budget Cash. Such Budget shall be updated and submitted to the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) and approval of the Budget shall not be unreasonably withheld. In the event of any dispute concerning the Budget (or the taking of actions consistent with the BudgetAnnual Plan), general hotel operations, possible amendments and revisions to the GUC Trust Administrator, the GUC Trust Monitor Budget or the DIP Lenders may petition the Bankruptcy Court Annual Plan, as applicable, and Borrower and its Affiliates shall use commercially reasonable efforts to resolve such dispute. For the avoidance obtain Manager’s approval of doubt, the Reporting and Transfer Costs shall not be set forth Budget or Annual Plan revisions as requested by Administrative Agent in the Budget and shall not be paid for with the Wind-Down Budget Cashits reasonable discretion.

Budget. The GUC Trust Administrator JDC (a) shall prepare monitor the budget for the Open Label Extension Study, which budget is attached hereto as SCHEDULE 4.4 (the "OPEN LABEL BUDGET"), and submit (b) shall establish and monitor a budget for the activities set forth in any Discretionary Development Amendment approved by the JDC in accordance with Section 4.2 for which the Parties agree in writing that Licensee shall reimburse Licensor in whole or in part (a "DISCRETIONARY DEVELOPMENT BUDGET") and any Mandatory Development Amendment (a "MANDATORY DEVELOPMENT BUDGET") (each such budget, including the Open Label Budget, a "DEVELOPMENT BUDGET"). Each Discretionary Development Budget and each Mandatory Development Budget shall include line item estimates of expenses with respect thereto broken down on a Calendar Year basis, which expenses shall include only external, out-of-pocket costs and expenses of Licensor. "DEVELOPMENT COSTS" shall mean with respect to the GUC Trust Monitor applicable activity, the external, out-of-pocket costs and DIP Lenders expenses of Licensor incurred in connection therewith. With respect to the Open Label Extension Study and any Discretionary Development Amendments, Licensee shall reimburse [REDACTED] [Exclusion of confidential information relating to cost-sharing] of the actual Development Costs incurred by Licensor, to the extent that such expenses do not exceed, in the aggregate, [REDACTED] [Exclusion of confidential information relating to cost-sharing] of the applicable Development Budget. With respect to any Mandatory Development Amendments, Licensee shall reimburse [REDACTED] [Exclusion of confidential information relating to cost-sharing] of the actual Development Costs incurred by Licensor, to the extent that such expenses do not exceed in the aggregate [REDACTED] [Exclusion of confidential information relating to cost-sharing] of the applicable Development Budget. In addition, following the conclusion of the Open Label Extension Study and receipt of an invoice and appropriate supporting documentation, Licensee shall reimburse Licensor for approval fifty percent (50%) of the internal costs of Licensor incurred in connection with the Open Label Extension Study, up to a reasonably detailed annual plan and budget (the “Budget”) at least maximum of [REDACTED], within thirty (30) days prior to the commencement of each calendar year; provided, however, that the first such Budget shall be agreed to as of the Effective Date. Such annual plan and Budget shall set forth (on a quarterly basis) in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assets; and (B) the anticipated fees and expenses, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down Budget Cash. Such Budget shall be updated and submitted to the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) and approval of the Budget shall not be unreasonably withheldsuch invoice. In the event of any dispute concerning the Budget (or the taking of actions consistent Licensor's internal costs incurred in connection with the Budget)Open Label Extension Study shall be charged at the full time equivalent rates as follows: one full time equivalent equal to [REDACTED] hours worked per year at an hourly rate of [REDACTED] for 2009, the GUC Trust Administrator, the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting [REDACTED] for 2010 and Transfer Costs shall not be set forth in the Budget and shall not be paid [REDACTED] for with the Wind-Down Budget Cash2011.

Budget. (a) The GUC Trust Administrator shall prepare and submit to the GUC Trust Monitor and the DIP Lenders for approval a reasonably detailed annual plan and budget (the “Budget”) at least thirty (30) days prior to the commencement of each calendar year; provided, however, that the first such Budget shall be agreed to as of the Effective Avoidance Action Trust Transfer Date. Such annual plan and Budget shall set forth (on a quarterly basis) in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Avoidance Action Trust Assets; and (B) the anticipated fees and expenses, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down Budget Avoidance Action Trust Administrative Cash. Such Budget shall be updated and submitted to the GUC Trust Monitor and the DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, Budget (as updated). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) and approval of the Budget shall not be unreasonably withheld. In the event of any dispute concerning the Budget (or the taking of actions consistent with the Budget), the GUC Trust Administrator, Administrator or the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For . (b) The Trust Administrator, with the avoidance approval of doubtthe Trust Monitor, and the DIP Lenders may agree on a budget for activities in respect of the Other Debtor Residual Accepted Assets. (c) Notwithstanding any other provision of this Trust Agreement, the Reporting and Transfer Costs approval of the DIP Lenders shall not be set forth in required for any use of the Budget and shall not be paid for with the Wind-Down Budget Avoidance Action Trust SEC Reporting Cash.

Budget. Disbursement of the Loan shall be governed by the Budget for the Project, in form and substance acceptable to Lender in Lender’s reasonable discretion. Borrower shall only be entitled to disbursements that are in accordance with the Budget. The GUC Trust Administrator shall prepare and submit to the GUC Trust Monitor and DIP Lenders for approval a reasonably detailed annual plan and budget (the “Budget”) at least thirty (30) days prior to the commencement of each calendar year; provided, however, that the first such Budget shall be agreed to as specify the amount of cash equity invested in the Effective Date. Such annual plan Project, and Budget shall set forth (on a quarterly basis) in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assets; and (B) the anticipated fees and expenses, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees all costs and expenses of every kind and nature whatsoever to be incurred by Borrower in connection with the GUC Trust Monitor Project. Costs associated with Residential Unit sales (including but not limited to broker’s commissions, closing and detail as escrow costs) may be paid from proceeds resulting from any Residential Unit closing to how the GUC Trust will budget and spend extent the Wind-Down Budget Cashgross sales price paid by any Residential Unit Purchaser for its respective Residential Unit exceeds the applicable Release Price; otherwise, such closing costs shall be paid in cash by Borrower. Such The Budget shall be updated and submitted include, in addition to the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubtBudget Line Items described in Section 10.2 below, the DIP Lenders may object Contingency Fund described in Section 10.3 below and amounts satisfactory to Lender for Hard Costs, Soft Costs and other reserves reasonably acceptable to Lender. The construction trade line items contained in the Bankruptcy Court with respect General Contract (or in the schedule of values) shall each be deemed a Budget Line Item for purposes of this Agreement. The Budget is attached hereto as Exhibit G and made a part hereof. Except as set forth in this Agreement, all changes to the Budget shall in all respects be subject to the prior written approval of Lender, which approval shall be granted or withheld in Lender’s reasonable discretion. Borrower shall promptly notify Lender of any quarterly update that materially anticipated changes in the line items of the Budget that, if approved, would result in a net increase in the total amount of the Budget and Borrower shall not enter into any agreement that would increase the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated). The GUC Trust Administrator may obtain any required approval total amount of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) and approval of costs in the Budget shall not be unreasonably withheldwithout Lender’s prior written consent. In the event the total Project costs are less than the final Budget, Borrower shall have no right to borrow the balance of any dispute concerning the Budget (or the taking of actions consistent with the Budget), the GUC Trust Administrator, the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall Loan not be set forth in the Budget and shall not be paid needed for with the Wind-Down Budget CashProject costs.

Budget. 5.1. By their execution hereof, the parties hereby confirm their approval of the Debtors' budget, a copy of which is attached hereto as Annex A (such budget, as the same may be updated and/or amended in accordance with the terms hereof, is hereinafter referred to as the "Budget"). The GUC Trust Administrator shall Debtors will pay their respective professional fees provided in the Budget and professional expenses at a rate of 0% and 100%, respectively, with holdback fees to be paid on the earlier of confirmation of a plan of reorganization or as otherwise authorized by Bankruptcy Court order. In the event the Debtors' Bankruptcy Cases are not resolved by June 15, 2002, the Debtors will continue to prepare and submit to the GUC Trust Monitor and DIP Lenders for approval updated draft six (6) month Budgets in a reasonably detailed annual plan and budget (the “Budget”) at least thirty (30) days prior to the commencement of each calendar year; provided, however, that the first manner consistent with this Agreement. No such updated Budget shall be agreed effective, and the Debtors shall make no expenditures under any such updated Budget until such updated Budget has been approved by the Bondholders Steering Committee and is reasonably satisfactory to as FW. No approved Budget can be otherwise altered or amended except by the written consent of the Effective DateBondholders Steering Committee and FW or their respective counsels. 5.2. The Debtors shall submit to the Bondholders Steering Committee and FW monthly reports detailing all expenditures made during such month and setting forth any variance in any such expenditure(s) from the Budget. Such annual plan reports shall be submitted for each month no later than the 15th day of the following month. Upon request of either the Bondholders Steering Committee or FW, the Debtors shall promptly provide a detailed explanation of the reason for any line item variance of 10% or more. 5.3. Subject to the restrictions on payment of professional fees and Budget shall expenses set forth (on a quarterly basis) in reasonable detail: Section 5.1 hereof, the Debtors have full discretion to incur expenses and make payments consistent with the Budget. The Debtors have no authority to incur any expenses or to make payments except pursuant to the terms of the Budget. 5.4. The parties hereto further agree that they will modify, or cause to be modified, the Interim Order Authorizing Debtors in Possession To (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assets; Use Cash Collateral and (B) Grant Liens and Administrative Claims Pursuant to 11 U.S.C. ss.ss.361, 363 and 507(b) entered on September 28, 2000 and made final on October 17, 2000 (the anticipated fees and expenses, including professional fees, associated with the administration "Cash Collateral Order") to delete paragraph 6 of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust Cash Collateral Order. 5.5. FW will budget and spend the Wind-Down Budget Cash. Such Budget shall be updated and submitted not object to the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each Debtors' continued use of cash collateral as long as such quarterly update shall reflect the variances (use is otherwise consistent with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) and approval of the Budget shall not be unreasonably withheld. In the event of any dispute concerning the Budget (or the taking of actions consistent with the Budget), the GUC Trust Administrator, the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall not be set forth in the Budget and shall not be paid for with the Wind-Down Budget Cashthis Agreement.

Budget. The GUC Trust Administrator Borrower shall prepare and submit to the GUC Trust Monitor and DIP Lenders Lender for Lender’s written approval a reasonably detailed an annual plan and budget (the “Annual Budget”) at least thirty not later than fifteen (3015) days prior to the commencement of each calendar year; such Fiscal Year, in form reasonably satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the Premises. Each Annual Budget shall contain, among other things, management fees, third party service fees, and other expenses as Borrower may reasonably determine. Lender shall have the right to approve such Annual Budget which approval shall not be unreasonably withheld, and in the event that Lender objects to the proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall, within ten (10) days after receipt of notice of any such objections, revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall revise the same in accordance with the process described herein until Lender approves an Annual Budget, provided, however, that if Lender shall not advise Borrower of its objections to any proposed Annual Budget within the first applicable time period set forth in this Section, then such proposed Annual Budget shall be agreed to as of deemed approved by Lender. Until such time that Lender approves a proposed Annual Budget, the Effective Date. Such annual plan and most recently Approved Annual Budget shall set forth (on a quarterly basis) in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assetsapply; and (B) the anticipated fees and expensesprovided that, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down Budget Cash. Such such Approved Annual Budget shall be updated adjusted to reflect actual increases in Basic Carrying Costs and submitted to the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) and approval of the Budget shall not be unreasonably withheldutilities expenses. In the event that Owner must incur an Extraordinary Expense of any dispute concerning the Budget type described in clause (a) of the definition of Extraordinary Expense, then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval, which approval may be granted or the taking of actions consistent with the Budget), the GUC Trust Administrator, the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall not be set forth denied in the Budget and shall not be paid for with the Wind-Down Budget CashLender’s reasonable discretion.

Budget. The GUC Trust Administrator shall prepare and submit to the GUC Trust Monitor and DIP Lenders for approval a reasonably detailed annual plan and budget (the “Budget”) at least thirty (30) days prior to the commencement of each calendar year; provided, however, that the first such Annual Budget shall not be agreed subject to Lender’s approval except at such time as a Cash Sweep Period is in effect. During the continuance of the Effective Date. Such annual plan a Cash Sweep Period, each such Annual Budget submitted for such Fiscal Year and any Annual Budget shall set forth (on a quarterly basis) then in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assets; effect when such Cash Sweep Period goes into effect and (B) the anticipated fees and expenses, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down Budget Cash. Such Budget any amendments or modifications thereto shall be updated and submitted subject to the GUC Trust Monitor and DIP Lenders for review on a quarterly basisLender’s approval, and each such quarterly update shall reflect the variances (with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated). The GUC Trust Administrator may obtain any required which approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) and approval of the Budget shall not be unreasonably withheld, conditioned or delayed. Lender shall have fifteen (15) Business Days to approve such Annual Budget, which approval shall not be unreasonably withheld, and which approval shall be deemed granted if Lender has not notified Borrower in writing of Lender’s approval or disapproval, as the case may be, within fifteen (15) Business Days after Lender’s receipt thereof (together with all other information relating to the same as Lender may reasonably request) provided Borrower has indicated the following on the transmittal submitting the proposed Annual Budget in bold lettering: “LENDER’S RESPONSE IS REQUIRED WITHIN 15 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the writing must be marked “PRIORITY” in bold letters. An Annual Budget that has been approved (or deemed approved) by Lender shall be referred to as an “Approved Budget”. In the event that Lender has the right to approve the same and Lender objects to a proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections in writing after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget and resubmit the same to Lender. In the event Lender shall advise Borrower in writing of any dispute concerning objections to such revised Annual Budget within the Budget (or time period required hereunder, Borrower shall promptly revise the taking of actions consistent same in accordance with the process described in this subsection until the Lender approves the Annual Budget. Until such time that Lender approves or is deemed to have approved a proposed Annual Budget, the most recent Annual Budget shall apply; provided that, such Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums, the cost of utilities and such other Property-related costs which by their nature Borrower cannot reasonably control, as well as increases for capital costs for Leases approved by Lender. Lender shall use all commercially reasonable efforts to consider Borrower’s proposed Annual Budget and revisions thereto and to cooperate with Borrower to reach agreement on an Annual Budget that is reasonably acceptable to Lender as soon as is reasonably practicable under the circumstances. During the continuance of any Cash Sweep Period, Borrower shall not intentionally incur any material operating, capital or other expenditures (x) that are not set forth in an Approved Budget or (y) that are not otherwise permitted above during such period an Annual Budget has been submitted but not yet approved (“Extraordinary Expenses”), the GUC Trust Administratorin each case without Lender’s prior written consent, the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs which consent shall not be set forth in the Budget and unreasonably withheld, conditioned or delayed. Borrower shall not be paid for provide Lender with the Wind-Down Budget Casha reasonably detailed explanation of any such proposed expenditure.

Budget. The GUC Trust Administrator Each Borrower shall prepare and submit to the GUC Trust Monitor and DIP Lenders Lender for Lender’s written approval a reasonably detailed an annual plan and budget (the “Annual Budget”) at least thirty not later than sixty (3060) days prior to the commencement of each calendar year; such Fiscal Year (or with respect to the Fiscal Year in which the Closing Date occurs, within sixty (60) days of the Closing Date), in form satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the Premises. Each Annual Budget shall contain, among other things, limitations on management fees, third party service fees, and other expenses as Borrower may reasonably determine. Lender shall have the right to approve such Annual Budget which approval shall not be unreasonably withheld, and in the event that Lender objects to the proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall, within five (5) days after receipt of notice of any such objections, revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall revise the same in accordance with the process described herein until Lender approves an Annual Budget, provided, however, that if Lender shall not advise Borrower of its objections to any proposed Annual Budget within the first applicable time period set forth in this Section, then such proposed Annual Budget shall be agreed to as of deemed approved by Lender. Until such time that Lender approves a proposed Annual Budget, the Effective Date. Such annual plan and most recently Approved Annual Budget shall set forth (on a quarterly basis) in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assetsapply; and (B) the anticipated fees and expensesprovided that, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down Budget Cash. Such such Approved Annual Budget shall be updated adjusted to reflect actual increases in Basic Carrying Costs and submitted to the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) and approval of the Budget shall not be unreasonably withheldutilities expenses. In the event that Owner must incur an Extraordinary Expense, then Borrower shall promptly deliver to Lender a reasonably detailed explanation of any dispute concerning the Budget (such proposed Extraordinary Expense for Lender’s approval, which approval may be granted or the taking of actions consistent with the Budget), the GUC Trust Administrator, the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall not be set forth denied in the Budget and shall not be paid for with the Wind-Down Budget CashLender’s reasonable discretion.

Budget. 14.1 The GUC Trust Administrator Board shall prepare adopt a long term budget plan for planning purposes which shall be prepared by the XXXX Director in consultation with the Executives and submit be recommended by the Director´s Council to the GUC Trust Monitor and DIP Lenders for approval a reasonably detailed annual Board. The plan and budget (the “Budget”) at least thirty (30) days prior to the commencement of each calendar year; provided, however, that the first such Budget shall be agreed to as of the Effective Date. Such annual plan and Budget shall set forth (on a quarterly basis) in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assets; and (B) the anticipated fees and expenses, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down Budget Cash. Such Budget shall be updated and submitted to by the GUC Trust Monitor and DIP Lenders for review on a quarterly basisBoard if required. 14.2 The XXXX Director, and each such quarterly update in consultation with the Executives, shall reflect the variances (with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object in the Bankruptcy Court with respect to any quarterly update that materially changes prepare the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent submit it, with the Budgetrecommendation of the Director´s Council, (as updated)to the Board for approval. The GUC Trust Administrator may obtain any required Budget shall contain both onsite Operations activities at the Joint XXXX Observatory and Offsite Operations Activities of the Executives. The approval of the Budget by the Board is subject to the corresponding approval of appropriated funds by the competent governing bodies of the Parties. 14.3 In case a Budget proposal which does not exceed the amount of the long term budget plan meets the required two-thirds majority in the Board, but lacks the approval of a member of the Board designated to speak on reasonable negative notice (behalf of a Party, such Party shall notify to the Board the maximum amount which it is able to contribute to the Budget, and a new Budget shall be not less than 15 days after receipt prepared and approved taking into consideration this maximum amount. Such rejection of approval by a member of the Budget) and Board designated to speak on behalf of a Party shall be considered as a corresponding notice of reduction of the Shares of Contributions of the respective Party according to Article 24 of this Agreement. If within two years following the approval of the Budget shall not be unreasonably withheld. In the event of any dispute concerning the Budget (or the taking of actions consistent with the new Budget), the GUC Trust Administrator, respective Party does not fully balance the GUC Trust Monitor or difference between its new contributions according to the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance approved new Budget and its Shares of doubt, the Reporting and Transfer Costs shall not be set forth Contributions in the initial Budget proposal the reduction in the share of Observing Time shall take effect retroactive to the time of approval of the new Budget. 14.4 The XXXX Director is responsible for adherence to the approved onsite Operations Budget. 14.5 The XXXX Director shall send periodic expenditure reports to the Board and shall not be paid for with to the Wind-Down Budget CashExecutives at frequencies defined by the Board upon recommendation from the Director´s Council.

Budget. The GUC Trust Administrator (a) If any portion of a Project is leased as of the Commencement Date, Owner shall deliver to Manager the budget for such Project for the period commencing on the Commencement Date and ending ninety (90) days thereafter. Manager shall, within thirty (30) days after the Commencement Date, provide Owner with Manager's written comments with respect to such budget. If a Project is not ready for leasing as of the Commencement Date, within forty-five (45) days prior to the availability of the first residential unit for leasing, Manager shall prepare and submit to Owner the GUC Trust Monitor budget for such Project as hereinafter described. With respect to the Budget Year (as defined below), or any applicable portion thereof during the first calendar year of the Initial Term, and DIP Lenders for approval each Budget Year thereafter during the Term, Manager shall prepare and submit to Owner, for Owner's approval, a proposed budget for each Project, in form reasonably detailed annual plan acceptable to Owner, for the promotion, operation, repair and maintenance of the Project for each forthcoming Budget Year. Manager shall use its best efforts to minimize the cost to Owner of goods and services supplied to all Projects (including the utilization of competitive bids, where possible) without adversely affecting the physical condition, standards of maintenance or operations of the Projects, taken individually and as a whole. Owner acknowledges, however, that certain line items to be included in the proposed budget (the “Budget”e.g., property taxes and charges imposed by public utility companies) at least thirty are beyond Manager's control. Each proposed budget shall be delivered to Owner no later than one hundred twenty (30120) days prior to the end of the Budget Year preceding the Budget Year for which the proposed budget is to be effective or as otherwise instructed in writing by Owner. Notwithstanding the foregoing, Owner shall have the right, from time to time, upon written notice to Manager, to reasonably modify Manager's duties under this SECTION 4.1(a). (b) Such proposed budget shall include a proposed marketing and staffing plan, leasing parameters and an estimated capital budget, with all line items classified in accordance with a chart of accounts approved by Owner. Each proposed budget shall include a current year forecast of operating revenues and expenses for the Project for which the proposed budget has been prepared. (c) For each Project Owner shall approve, or specify an alternative to, the proposed budget or any individual line item set forth therein in its sole and absolute discretion. Owner shall, on or before the commencement of each calendar year; providedBudget Year, howeverat its option, that the first such Budget shall be agreed to as either give written notice of the Effective Date. Such annual plan and Budget shall set forth (on a quarterly basis) in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assets; and (B) the anticipated fees and expenses, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down Budget Cash. Such Budget shall be updated and submitted to the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated). The GUC Trust Administrator may obtain any required its approval of the Budget on reasonable negative proposed budget or give written notice (which of an alternative budget. Each budget, as approved or otherwise specified by Owner in writing, shall be not less than 15 days after receipt referred to herein as the "APPROVED BUDGET." Notwithstanding the foregoing, Owner shall have the right, from time to time, upon written notice to Manager, to modify any Approved Budget for any Budget Year. (d) As used herein, "BUDGET YEAR" shall mean the twelve (12) month period elected by Owner from time to time in its discretion. Until otherwise elected by Owner, on behalf of Owner, "BUDGET YEAR" shall mean the Budget) fiscal year beginning on January 1 and approval of ending on the Budget shall not be unreasonably withheldfollowing December 31. In the event Owner, on behalf of any dispute concerning Owner elects to change the Budget (or Year at any time during the taking of actions consistent Term, Manager shall revise the Approved Budget for each affected Project in accordance with the Budget)provisions of this SECTION 4.1 to reflect such change, and Manager shall cooperate with Owner as necessary to accommodate the GUC Trust Administrator, the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall not be set forth change in the Budget and shall not be paid for with the Wind-Down Budget CashYear.

Budget. The GUC Trust Administrator For the partial year period commencing on the Effective Date, and for each fiscal year thereafter, Borrower shall prepare and submit to Lender an Annual Budget for the GUC Trust Monitor and DIP Lenders for approval a reasonably detailed annual plan and budget (the “Budget”) at least Property not later than thirty (30) days prior to the commencement of each calendar year; providedsuch fiscal year in form reasonably satisfactory to Lender. From and after the occurrence of a Triggering Event and until a Triggering Event Termination, however, that the first such Annual Budget shall be agreed subject to Lender’s written approval (each such Annual Budget, after it has been approved in writing by Lender shall be hereinafter referred to as of the Effective Date. Such annual plan and Budget shall set forth (on a quarterly basis) in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assets; and (B) the anticipated fees and expenses, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down Budget Cash. Such Budget shall be updated and submitted to the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) the an “Approved Annual Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated”). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) So long as no Triggering Event has occurred and approval of the is continuing, such Annual Budget shall not be unreasonably withheldsubject to Lender’s approval, and shall be deemed to be an Approved Annual Budget for the purposes of this Agreement until the occurrence of a Triggering Event. Upon the occurrence of a Triggering Event, Borrower shall provide to Lender (within five (5) Business Days after the occurrence of such Triggering Event) an Annual Budget for the remainder of the then-current fiscal year, and such Annual Budget shall not be deemed to be an Approved Budget until approved by Lender in its reasonable discretion. These approval provisions will then apply until a Triggering Event Termination. In the event of any dispute concerning the that Lender objects to a proposed Annual Budget (or a modification to an Approved Annual Budget) submitted by Borrower for approval, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget and resubmit the taking same to Lender. Lender shall advise Borrower of actions consistent any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this subsection until Lender approves the Annual Budget), . Failure of Lender to object to an Annual Budget within the GUC Trust Administrator, the GUC Trust Monitor time frames described above shall be deemed to be approval of such Annual Budget as an Approved Annual Budget; provided Borrower’s request states prominently in bold capital letters that Lender’s failure to respond with such time period may result in deemed consent or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall not be set forth in the Budget and shall not be paid for with the Wind-Down Budget Cashapproval.

Budget. The GUC Trust Administrator shall prepare For purposes hereof and submit to for purposes of the GUC Trust Monitor and DIP Lenders for approval a reasonably detailed annual plan and budget (the Special Advance Request Form, “Budget”) at least thirty ” means the budget of Borrowers for the period from October 1, 2008 through December 31, 2008, which is attached hereto as Exhibit B, together with extensions and modifications thereof as may be approved by Lender in its sole but reasonable discretion. Borrower covenants to provide a new 13-week Budgets acceptable to Lender in its sole but reasonable discretion, not less than ten (3010) days prior to the commencement end of the then current Budget. The then-current version of the foregoing (to the extent approved by Lender) will be the “Budget” for purposes hereof. Borrowers and Titan represent and warrant to Lender that the Budget reflects, on a line-item basis, anticipated cash receipts and expenditures on a weekly basis and includes all necessary and required expenses which Borrowers expect to incur during each month of the Budget. Borrowers shall use the proceeds of the Special Advances only for payment of such items as is set forth in the Budget and subject to the terms and conditions set forth in the Transaction Documents. Borrower shall revise the Budget by the end of each calendar yearmonth during the Forbearance Period, and the Budget shall remain subject to the consent of the Lender each month. Not later than the fourth (4th) Business Day of each week, Borrowers shall provide to the Lender a variance report reflecting, on a line-item basis, the actual cash disbursements for the preceding week and the percentage variance (the “Variance Percent”) of such actual disbursements from those reflected in the Budget for that period. Any disbursement by Borrowers other than for budgeted amounts as set forth in the Budget shall constitute an Event of Default in accordance with the provisions of this Agreement and the Transaction Documents unless the Lender consents to those changes in writing; provided, however, that subject to the first such Budget shall be agreed to as Special Advance Cap, Borrowers may make payments in excess of the Effective Date. Such annual plan and Budget shall set forth (on a quarterly basis) in reasonable detail: (A) total budgeted disbursements so long as the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assets; and (B) the anticipated fees and expenses, including professional fees, associated with the administration Variance Percent of the GUC Trust, a separate amount representing the anticipated fees and expenses aggregate of all actual disbursements for each week shall not exceed five (5%) percent of the GUC Trust Monitor budgeted disbursements for that week. Borrowers hereby acknowledge and detail as agree that Lender may, from time to how time through consultants and professionals selected and retained by Lender in its sole discretion, the GUC Trust cost of which will budget be paid by Borrowers, review and spend the Wind-Down confirm Budget Cash. Such Budget shall compliance (and may deny Special Advance Requests that Lender reasonably believes to be updated and submitted to the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) outside of the Budget, (y) any updated Budget, and (z) subject to the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) and approval of the Budget shall not be unreasonably withheld. In the event of any dispute concerning the Budget (or the taking of actions consistent with the Budget), the GUC Trust Administrator, the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall not be set forth in the Budget and shall not be paid for with the Wind-Down Budget CashVariance Percent.

Budget. The GUC Trust Administrator Borrower shall prepare and submit to the GUC Trust Monitor and DIP Lenders Lender for Lender’s written approval a reasonably detailed an annual plan and budget (the “Annual Budget”) at least thirty not later than fifteen (3015) days prior to the commencement of each calendar year; such Fiscal Year, in form reasonably satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the Premises. Each Annual Budget shall contain, among other things, management fees, third party service fees, and other expenses as Borrower may reasonably determine. Lender shall have the right to approve such Annual Budget which approval shall not be unreasonably withheld, and in the event that Lender objects to the proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall, within ten (10) days after receipt of notice of any such objections, revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall revise the same in accordance with the process described herein until Lender approves an Annual Budget, provided, however, that if Lender shall not advise Borrower of its objections to any proposed Annual Budget within the first applicable time period set forth in this Section, then such proposed Annual Budget shall be agreed to as of deemed approved by Lender. Until such time that Lender approves a proposed Annual Budget, the Effective Date. Such annual plan and most recently Approved Annual Budget shall set forth (on a quarterly basis) in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assetsapply; and (B) the anticipated fees and expensesprovided that, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down Budget Cash. Such such Approved Annual Budget shall be updated and submitted adjusted to the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object increases in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) and approval of the Budget shall not be unreasonably withheld. In the event of any dispute concerning the Budget (or the taking of actions consistent with the Budget), the GUC Trust Administrator, the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall not be set forth in the Budget and shall not be paid for with the Wind-Down Budget Cash.Basic Carrying Costs

Budget. The GUC Trust Administrator For the partial year period commencing on the Effective Date, and for each fiscal year thereafter, the Borrower shall prepare and submit to the GUC Trust Monitor and DIP Lenders Lender an Annual Budget for approval a reasonably detailed annual plan and budget (the “Budget”) at least Property not later than thirty (30) days prior to the commencement of each calendar year; providedsuch fiscal year in form reasonably satisfactory to the Lender (in the same form as submitted for approval to Mortgage Lender). Borrower shall provide Lender with prompt notice upon becoming aware of any failure of the Guarantor to be in compliance with the financial covenants set forth in Section 9.17. From and after the occurrence of a Triggering Event and until a Triggering Event Termination, however, that the first such Annual Budget shall be agreed subject to Lender’s written approval (each such Annual Budget, after it has been approved in writing by the Lender shall be hereinafter referred to as of the Effective Date. Such annual plan and Budget shall set forth (on a quarterly basis) in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assets; and (B) the anticipated fees and expenses, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down Budget Cash. Such Budget shall be updated and submitted to the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) the an “Approved Annual Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated”). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) So long as no Triggering Event has occurred and approval of the is continuing, such Annual Budget shall not be unreasonably withheldsubject to Lender’s approval, and shall be deemed to be an Approved Annual Budget for the purposes of this Agreement until the occurrence of a Triggering Event. Upon the occurrence of a Triggering Event, Borrower shall provide to Lender (within five (5) Business Days after the occurrence of such Triggering Event) an Annual Budget for the remainder of the then-current fiscal year, and such Annual Budget shall not be deemed to be an Approved Budget until approved by Lender in its reasonable discretion. These approval provisions will then apply until a Triggering Event Termination. In the event of any dispute concerning that the Lender objects to a proposed Annual Budget (or a modification to an Approved Annual Budget) submitted by the taking Borrower for approval, the Lender shall advise Borrower of actions consistent such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and the Borrower shall promptly revise such Annual Budget and resubmit the same to the Lender. The Lender shall advise the Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this subsection until the Lender approves the Annual Budget), . Failure of Lender to object to an Annual Budget within the GUC Trust Administrator, time frames described above shall be deemed to be approval of such Annual Budget as an Approved Annual Budget; provided the GUC Trust Monitor Borrower’s request states prominently in bold capital letters that Lender’s failure to respond with such time period may result in deemed consent or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall not be set forth in the Budget and shall not be paid for with the Wind-Down Budget Cashapproval.

Budget. The GUC Trust Administrator shall prepare As soon as practicable after the date hereof and submit to the GUC Trust Monitor and DIP Lenders for approval a reasonably detailed annual plan and budget (the “Budget”) at least thirty ninety (3090) days prior to the commencement of each calendar year; providedsubsequent fiscal year during the term of this Agreement, however, that Manager shall prepare and submit to Owner a proposed accrual basis operating budget (the first such Budget shall be agreed to as "Budget") in accordance with the requirements of the Effective Date. Such annual plan and Budget shall set forth (Basic Documents, for the ensuing calendar year setting forth, on a quarterly monthly basis) in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assets; and (B) the anticipated fees and , Manager's estimates of: a. operating revenue; b. operating expenses, including professional the costs for repairs and maintenance; c. expenditures for capital improvements, including alterations, improvements, additions and replacements to the Facility; d. expenditures for advertising, promotion, and personnel training programs to be undertaken by Manager; e. management fees, associated with ; f. all other matters required by the administration Basic Documents. Owner shall approve or disapprove of the GUC Trustproposed Budget in writing to Manager, a separate amount representing detailing the anticipated fees and expenses basis for disapproval, within thirty (30) days after receipt. If Owner does not approve or disapprove of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down proposed Budget Cash. Such Budget within such thirty (30) day period then Owner shall be updated and submitted deemed to have approved the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) Budget. If Owner disapproves the Budget, Manager will resubmit a Budget within fifteen (y15) days after initial rejection. Owner shall approve or disapprove any updated such resubmitted Budget within fifteen (15) days of its receipt thereof. The Budget as so finally approved by Owner shall constitute the "Approved Budget" for purposes hereof and the annual budget for such calendar year for purposes of the Basic Documents. Owner will not unreasonably withhold or delay approval of a proposed Budget or revision. An Approved Budget shall constitute authorization for Manager to expend funds to operate and manage the Facility pursuant to such Approved Budget, and (z) Manager may do so without further approval. Manager shall adhere to the actual results for the same period. For the avoidance of doubt, the DIP Lenders may object in the Bankruptcy Court with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) and approval of the Budget shall not be unreasonably withheld. In the event of any dispute concerning the Budget (or the taking of actions consistent with the Budget), the GUC Trust Administrator, the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall not be set forth in the Approved Budget and shall not notify Owner of any proposed increases in expenditure, which must be paid for with the Wind-Down Budget Cashapproved in advance by Owner.

Budget. The GUC Trust Administrator ELC shall prepare a separate budget for each program and submit the separate budgets on the Budget Allocations by Other Cost Accumulators form. The Initial Budget Allocation by Other Cost Accumulator shall reconcile to the GUC Trust Monitor Annual Budget Report (Reference D. 1.12). If the ELC proposes a budget amendment that affects the ELC plan, the ELC shall seek and DIP Lenders for receive OEL’s approval of a reasonably detailed annual plan and amendment before the ELC may implement the budget (the “Budget”) at least thirty (30) days prior amendment or expend funds related to the commencement amendment. Upon OEL’s final determination of each calendar year; providedoverpayments or disallowed costs under federal or state law, however, that the first such Budget shall be agreed to as of the Effective Date. Such annual plan and Budget shall set forth (on a quarterly basis) in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assets; and (B) the anticipated fees and expenses, including professional fees, associated with the administration of the GUC Trust, a separate amount representing the anticipated fees and expenses of the GUC Trust Monitor and detail as to how the GUC Trust will budget and spend the Wind-Down Budget Cash. Such Budget shall be updated and submitted to the GUC Trust Monitor and DIP Lenders for review on a quarterly basis, and each such quarterly update shall reflect the variances (with explanations) between (x) the Budget, (y) any updated Budget, and (z) the actual results for the same period. For the avoidance of doubtregulation or rule, the DIP Lenders may object in the Bankruptcy Court ELC shall return to OEL any overpayments or disallowed costs within 40 calendar days of OEL issuing a written notice or other timeframes that comply with respect to any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions by the GUC Trust Administrator shall be consistent with the Budget, (as updated). The GUC Trust Administrator may obtain any required approval of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt of the Budget) and approval of the Budget shall not be unreasonably withheldOEL Program Guidance 240.01. In the event of any dispute concerning the Budget (ELC overpays a subrecipient or vendor or the taking subrecipient or vendor incurs a disallowed cost and the ELC cannot recover it, the subrecipient or vendor account becomes delinquent. After exercising due diligence, OEL Program Guidance 240.03 allows the ELC to request that OEL report a delinquent account to DFS. The ELC shall execute and deliver to OEL all documents necessary to report a delinquent account and secure repayment. The ELC requesting that OEL report a delinquent account to DFS shall make the request to OEL within 30 days from determining that the ELC cannot recover the delinquent account. School Readiness Program The ELC shall comply with federal and state program fund limitations, unless OEL expressly provides a waiver. The ELC shall keep costs to the minimum necessary to efficiently and effectively administer the SR Program. Direct services for eligible children will be the highest expenditure priority. The ELC shall expend no more than 5 percent of actions consistent with the Budgetfunds for administrative costs. The ELC shall use no more than 22 percent of the expended funds for any combination of administrative costs, quality activities or non-direct services. The NOA OEL will issue to the ELC subsequent to the execution of the agreement will include specific quality targeted funds (s. 1002.89(5), the GUC Trust AdministratorF.S.) The ELC shall expend no less than 78 percent of its total expenditure of SR funds awarded under this agreement to meet specified families’ child care needs. The 78 percent calculation includes direct services, the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall not be set forth applicable Gold Seal OCA expenditures defined in the Budget most recent version of the OEL Standard Codes document and shall not be paid for with the Wind-Down Budget Cashlocal working poor match. This calculation excludes CCEP expenditures.