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 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 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 Borrower shall prepare and submit to Lender an Annual Budget not later than February 15 of each Fiscal Year or, with respect to the GUC Trust Monitor and DIP Lenders for approval a reasonably detailed annual plan and budget (Fiscal Year in which the “Budget”) at least Closing Date occurs, within thirty (30) days prior of the Closing Date. Subject to the commencement terms of the Management Agreement, at any time during the continuance of an Event of Default of the type set forth in Section 3.01(a) or (b) or any other material monetary Event of Default (collectively, "Material Monetary Events of Default"), and during the continuance of an O&M Operative Period, Borrower shall submit to Lender for Lender's written approval an Annual Budget not later than February 15 of each calendar year; Fiscal Year, in form satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the Property. In the event that Lender has the right to approve the Annual Budget pursuant to the preceding sentence, (a) such 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 three (3) days after receipt of notice of any such objections, revise such Annual Budget and resubmit the same to Lender, (b) 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, (c) 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 utilities expenses and to delete any non-recurring expenses and (d) in the event that Borrower must incur an 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 denied in Lender's sole and absolute discretion. No budget shall be submitted to the GUC Trust Monitor and DIP Lenders Mortgage Lender by Owner 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 approval pursuant 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 Section 2.09 of the Mortgage unless the Annual 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 has been approved by Lender as provided in the Budget and shall not be paid for with the Wind-Down Budget Cashthis Section.

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) Attached hereto as Exhibit A is the Budget approved by the Owner for the stated portion of the current Fiscal Year. For subsequent Fiscal Years, Manager shall prepare and submit to the GUC Trust Monitor and DIP Lenders Budget for the ensuing Fiscal Year for Owner's approval a reasonably detailed annual plan and budget no later than ninety (the “Budget”) at least thirty (3090) days prior to the commencement beginning of each calendar yearsuccessive Fiscal Year. The 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. The Budget shall reflect the schedule of monthly rents proposed for the new 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 any variations which are in compliance with this Section and Section 2.07(a). Consequently, no expenses may be incurred or commitments made by Manager in connection with the maintenance and operation of the Project which exceed the amounts allocated to any particular operating expense category (i.e. Payroll/Landscape / Security / Redecorating / Maintenance / Marketing / Administrative / Capital) in the Budget for any month by more than the lesser of (x) $5,000 or (y) ten percent (10%); 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 foregoing limitation with respect to incurring any quarterly update that materially changes the Budget and the Bankruptcy Court shall resolve such dispute. All actions expense not covered 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 withheldapply to expenses relating to taxes, insurance or utilities. In Manager makes no guaranty, warranty or representation whatsoever in connection with the event Budgets or the operational results of any dispute concerning owning the Project, such being intended as estimates only. Manager will use its commercially reasonable efforts to develop the Budget (or and manage the taking of actions consistent Project in accordance 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 shall prepare and submit (a) Attached hereto as Exhibit D is the form of Budget applicable to the GUC Trust Monitor balance of the 2017 Fiscal Year, which Budget is deemed approved by each Owner and DIP Lenders the Property Manager. The Property Manager shall submit a proposed Budget for approval a reasonably detailed annual plan and budget (Fiscal Year to each Owner for such Owner’s review no later than September 15th of the “Budget”) at least thirty (30) days year prior to the commencement beginning 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 withheldFiscal Year. In the event any Owner does not approve any Budget proposed by the Property Manager, in whole or in part, any Owner and the Property Manager shall in good faith cooperate to resolve any differences with respect to the proposed Budget for such Fiscal Year as soon as may be reasonably practicable, but in no event later than December 31 of the year prior to the beginning of such Fiscal Year. If for any dispute concerning reason the Property Manager and an Owner are unable to agree on a form of Budget for a Fiscal Year prior to such deadline, such Owner shall, at its election, be entitled to unilaterally establish the Budget for such Fiscal Year and such Owner-prepared Budgets shall be implemented by the Property Manager as provided in the Management Agreement. Until a complete new Budget is approved, as provided in the Management Agreement, and so long as an Owner has not unilaterally established a Budget as provided in the immediately preceding sentence, Property Manager is required to operate the Property on the basis of the Budget for the prior Fiscal Year adjusted, as necessary, for (or i) any actual changes in Uncontrollable Expenses, (ii) increases in Controllable Expenses based on changes in the taking Consumer Price Index All Urban Consumers for the area in which the Property is located, and (iii) any Emergency Expenditure. In the instance that the Property is operating on the basis of actions consistent with the Budget)Budget for the prior Fiscal Year, all capital expenditures (except capital expenditures which are Emergency Expenditures) must be prior approved by an Owner in writing. It is hereby expressly acknowledged by the GUC Trust Administratorparties that the Budgets are intended as projections only, and the GUC Trust Monitor or Property Manager shall have no responsibility (other than 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 reporting set forth in Section 9.3(c)) for any shortfall or other loss because the Property operations do not achieve the results projected in any Budget. Each Fiscal Year Budget and shall not be paid for with include the Wind-Down Budget Cashinformation set forth in Exhibit B attached hereto.

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 Board of Directors of the Association shall prepare establish an annual budget in advance for each fiscal year, and submit to such budget shall project all expenses for the GUC Trust Monitor forthcoming year which may be required for the proper operation, management and DIP Lenders maintenance of the Condominium project, including a reasonable allowance for approval contingencies and reserves. An adequate reserve fund for maintenance, repairs and replacement of those elements that must be replaced on 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 periodic basis shall be agreed established in the budget and must be funded by regular monthly payments as set forth in Section 3 below, rather than by special assessments. At a minimum, the reserve fund shall be equal to as ten percent (10%) of the Effective Date. Such Association's current annual plan and Budget shall set forth (budget on a quarterly noncumulative basis) in reasonable detail: (A) . Since the GUC Trust Administrator’s anticipated actions minimum standard required by this subparagraph may prove 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 inadequate 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 doubtthis particular project, the DIP Lenders may object Board of Directors should carefully analyze the Condominium project to determine if a greater amount should be set aside or if additional reserve funds should be established for other purposes from time to time and, 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)such a determination, the GUC Trust AdministratorBoard of Directors shall be empowered to establish such greater or other reserves without co-owner approval. If it is determined by the Board that expenses for maintenance, repairs and replacement of elements are minimal, a cumulative balance of $2,000 may be maintained in the GUC Trust Monitor or the DIP Lenders may petition the Bankruptcy Court to resolve such dispute. For the avoidance of doubtbudget and funding by regular monthly payments, the Reporting and Transfer Costs shall not be as set forth in Section 3, may be suspended. Upon adoption of an annual budget by the Budget Board of Directors, copies of the budget shall be delivered to each co-owner and the assessment for said year shall be established based upon said budget, although the failure to deliver a copy of the budget to each co-owner shall not affect or in any way diminish the liability of any co-owner for any existing or future assessments. Should the Board of Directors at any time decide, in the sole discretion of the Board of Directors: (1) that the assessments levied are or may prove to be insufficient to pay the costs of operation and management of the Condominium; (2) to provide replacements of existing elements; (3) to provide additions to the elements not exceeding $2,000 annually for the entire Condominium project (adjusted for increases in the Consumers Price Index used by the United States Department of Labor, Bureau of Vital Statistics, Metropolitan Detroit area, since the date of recording of the initial Master Deed); or (4) that an emergency exists, then the Board of Directors shall have the authority to increase the general assessment or to levy such additional assessment or assessments as it shall deem to be necessary. The Board of Directors also shall have the authority, without co-owner consent, to levy assessments pursuant to the provisions of Article V, Section 3 hereof. The discretionary authority of the Board of Directors to levy assessments pursuant to this subparagraph shall rest solely with the Board of Directors for the benefit of the Association and the members thereof, and shall not be paid for with enforceable by any creditors of the Wind-Down Budget CashAssociation or of the members thereof.

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 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. Return of each calendar year; providedfunds Upon OEL’s final determination of overpayments 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. Expenditure targets, restrictions and prohibitions 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.

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. 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 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 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, for approval a reasonably detailed annual plan and budget (informational purposes only, an Annual Budget for the “Budget”) at least Property not later than thirty (30) days prior to after the commencement of such fiscal year. From and after the occurrence of a Triggering Event and until a Triggering Event Termination, such Annual Budget shall be subject to Administrative Agent’s written approval (each calendar 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 then-current fiscal year; , and such Annual Budget shall not be deemed to be an Approved Budget until approved by Administrative Agent in its reasonable discretion 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 solely with respect to any quarterly update non-discretionary expenses, including, without limitation, amounts due under the Loan, Taxes, insurance premiums, utilities expenses, general and administrative costs and fees, amounts due under the Management Agreement, emergency expenses and amounts payable pursuant to contracts entered into with third parties in accordance with the terms of this Agreement, the Annual Budget previously provided to Administrative Agent for informational purposes shall apply to the then current calendar year. These approval provisions will then apply until a Triggering Event Termination. In the event that materially changes the Administrative Agent objects to a proposed Annual Budget and the Bankruptcy Court shall resolve such dispute. All actions (or a modification to an Approved Annual Budget) submitted by the GUC Trust Administrator Borrower for approval, the Administrative Agent shall be consistent with the Budget, advise Borrower of such 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)(iv) 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 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. 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 shall prepare Borrowers will provide the DIP Agent and submit to the GUC Trust Monitor and DIP Lenders for approval with a reasonably detailed annual plan and budget (as amended or modified from time to time, the “Budget”) at least thirty (30) days prior to ), in the commencement of each calendar year; provided, howeverform attached as Exhibit A hereto, that the first such Budget shall be agreed to as of the Effective Date. Such annual plan and Budget shall set forth (in reasonable detail receipts and disbursements of the Debtors on a quarterly basis) in reasonable detail: weekly basis for the 13-week period following the Petition Date. At any time that either (Ai) the GUC Trust Administrator’s anticipated actions to administer aggregate amount outstanding under the GUC Trust Assets; and DIP Revolving Facility is $25,000,000 or more (Bexclusive of letters of credit) 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 or (with explanations) between (xii) the Budget, or any update to the Budget required to be delivered by the Borrowers hereunder, forecasts that the aggregate amount outstanding under the DIP Revolving Facility will be $25,000,000 or more (yexclusive of letters of credit) at any updated Budgettime during the period covered by the Budget or such update, the Borrowers will provide the DIP Agent 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 weekly updates to any quarterly update that materially changes the Budget (by no later than the third business day of each week). At all other times, the Borrowers will provide the DIP Agent and the Bankruptcy Court DIP Lenders with monthly updates to the Budget within three business days after the previous month end. Maturity Date: Borrowings and other extensions of credit under the DIP Revolving Facility shall resolve mature, be repayable in full, and the DIP Revolving Facility shall terminate on such dispute. All actions by date (the GUC Trust Administrator shall be consistent with “Maturity Date”) that is the Budgetearliest to occur of (i) the effective date of a confirmed Plan (as defined below), (as updated). The GUC Trust Administrator may obtain any required approval ii) nine (9) months after the Petition Date (which date may, at the request of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt Borrowers and subject to the prior written consent of the BudgetMajority DIP Lenders (as defined below), be extended by three (3) and approval of months (provided that the Budget DIP Credit Parties shall not be unreasonably withheldrequired to pay a fee in connection with any such three (3) month extension)) and (iii) the date on which the obligations under the DIP Revolving Facility are accelerated following the occurrence of an Event of Default. In Upon the event satisfaction of any dispute concerning customary conditions precedent reasonably satisfactory to the Budget (or Debtors and the taking DIP Lenders, all borrowings and other extensions of actions consistent with credit under the Budget), DIP Revolving Facility will roll into a revolving credit exit facility on terms reasonably satisfactory to the GUC Trust Administrator, the GUC Trust Monitor or Debtors and the DIP Lenders may petition the Bankruptcy Court to resolve providing 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 Cashrevolving credit exit facility.

Budget. The GUC Trust Administrator NFMP is providing Subrecipient an initial amount of funds as specified on Exhibit C (Budget). As additional FEMA Project Worksheets are obligated, PRDOH may budget additional funding through execution of budget modifications by way of an amendment. PRDOH reserves the right to de-obligate funding on a PW level should the PW fail to fully comply with CDBG-DR requirements or if the Subrecipient is deficient in following the established processes and/or submitting any additional information required within the timeframes stipulated under this Agreement. All funds provided to the Subrecipient are for Project Costs, which will be used for the coordination of Non-Federal share payments that the Subrecipient has incurred. There are no Administrative, Activity Delivery, Planning, or Staff Costs in this budget. EXHIBIT B TIMELINES AND PERFORMANCE GOALS NON-FEDERAL MATCH PROGRAM MUNICIPALITY OF YABUCOA TASKS DESCRIPTION TIMEFRAME DATES DELIVERABLES Access to Documentation The Subrecipient shall provide PRDOH with the documentation required to determine program eligibility and compliance with CDBG-DR specific requirements. Within 10 days after receiving a document request from PRDOH. Submit the requested documentation to the PRDOH. Participate in Mandatory Technical Assistance Subrecipient agrees to participate in Technical Assistance workshops provided by the PRDOH to best ensure CDBG-DR compliance throughout the life of the Program. As established on the Exhibit F (Special Conditions) of the Agreement. Participation in mandatory TA will be documented by PRDOH upon the participation. No deliverable is required. Follow Procurement and Contractual Requirements The Subrecipient shall comply will all procurement procedures set forth under 2 C.F.R. §§ 200.318 200.327 and any other CDBG-DR funding regulations for any procurement processes or contractual clauses under projects (PW) included under the Agreement. See Exhibit A (Scope of Work) for additional information regarding compliance timeframes. Throughout the duration of the Agreement. Within 10 days after receiving a document request from PRDOH. The Subrecipient shall submit all documentation related to completed and prospective procurement processes carried out for projects to be considered for CDBG-DR match payments, when the proper documentation is not available in FEMA or COR3 systems of record. Compliance with CDBG-DR Requirements Subrecipient must comply with all HUD, PRDOH and CDBG-DR requirements, including but not limited to Section 3, Section 504, Fair Housing Act, Minority/Women Owned Business Enterprises, and Xxxxx Xxxxx Act, as applicable. Subrecipient shall reference specific compliance timelines included in the Program Guidelines. As established in the Agreement and required by the PRDOH and the CDBG-DR Program. The subrecipient shall submit all reporting required to comply with CDBG-DR requirements within the compliance timeframes established by each process. Subrecipient Agreement - Amendment A Between PRDOH and the «Title» under CDBG-DR Exhibit B: Timelines and Performance Goals Non-Federal Match Program Submit Requests for Reimbursements and Provide Proof of Payments The Subrecipient shall submit to PRDOH all required documentation to support and request a match payment, in addition to any required proof of payments. Submit Requests for Reimbursements and provide Proof of Payments within 30 days of completion of the work being invoiced. The Subrecipient shall submit to PRDOH all required documentation to support and request a match payment, in addition to any required proof of payments. Reporting The Subrecipient will be responsible to submit monthly reports to the PRDOH to inform status of tasks and match payment status. Upon the 10th day of the subsequent month for which the reporting period covers. The Subrecipient shall submit monthly reports in the template provided by the PRDOH. Up to date reports will be required to be on file for the approval for payment of any cost share invoices. Close-out The Subrecipient shall prepare a documentation package which will include all deliverables, reports, proofs of payments, and submit any other documents that the PRDOH may consider necessary to summarize, support and closeout the Upon 60 days of completion of the entirety of PW s included in this Agreement, as required by PRDOH. Project Closeout Binder including all documentation, reporting, proofs of payment, and any other information deemed necessary by the PRDOH. completed and match payments provided. The Subrecipient shall develop workplans, schedules, reports and/or any other document as may be requested by PRDOH or its Representative in connection to the GUC Trust Monitor above timelines and DIP Lenders performance goals. The Subrecipient shall submit any such documents for review and approval a reasonably detailed annual plan and budget (as requested by the “Budget”) at least thirty (30) days prior PRDOH within the specified time frame provided for such request. PRDOH reserves the right to request any information to the commencement of each calendar year; provided, however, that the first such Budget shall be agreed to Subrecipient as part of the Effective DateGrantee responsibilities. Such annual plan EXHIBIT C BUDGET NON-FEDERAL MATCH PROGRAM MUNICIPALITY OF YABUCOA DESCRIPTION OF SERVICES The PRDOH Non-Federal Match Program (NFMP) will provide a budget of three million ninety-three thousand one hundred ninety-five dollars and Budget shall set forth sixteen cents (on $3,093,195.16) for activities in this Subrecipient Agreement, dedicated toward facilitating a quarterly basisdrawdown of CDBG-DR funds to support a match payment for the FEMA Public Assistance (PA) Program currently obligated Project Worksheets (PWs) as listed in reasonable detail: the table below. The NFMP will utilize data provided by FEMA and COR3 for the PA Program to determine HUD eligibility, creating a project file with sufficient supporting documentation that will allow PRDOH to submit a request for CDBG-DR funds. Activity Delivery Costs No Activity Delivery costs are to be incurred by the Subrecipient under this Agreement. Planning No Planning Costs are provided for this program, as FEMA has obligated projects through the PA program via project worksheets (APWs) to each applicant. Also, the GUC Trust Administrator’s anticipated actions PRDOH only provides the match, or Non-Federal share reimbursement, for work that has been performed by eligible applicants, so planning-related activities have already occurred. Project Costs the Subrecipient and PRDOH have agreed that three million ninety-three thousand one hundred ninety-five dollars and sixteen cents ($3,093,195.16) of the CDBG- DR funds requested for the NFMP will be directed toward Project Costs and considered as current Non-Federal share. Administrative Costs No Administrative costs are to administer be incurred by the GUC Trust Assets; Subrecipient under this Agreement. of additional documentation required, PRDOH will perform all eligibility reviews. PRDOH will also obtain and (B) collect documentation from FEMA and COR3 data sources and as needed will contact the anticipated fees and expenses, including professional fees, associated Subrecipient for additional documentation required in connection to the eligibility review. PRDOH also has the primary responsibility to engage 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 Subrecipient in the Bankruptcy Court with respect Program and 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, provide Technical Assistance (as updatedTA). The GUC Trust Administrator may obtain any required approval of the Budget -DR local match budgets for each obligated Project Worksheet: PW Number (Version) (1) FEMA Category Total Subaward Amount Federa l Share % Federal Share Amount Non- Federal Share % Non-Federal Share Required Amount (Estimated) (2) Non-Federal Share Allocated Amount (Estimated) (3) 4339-07934(0) E $4,708,145.53 90% $4,237,330.98 10% $470,814.55 4339-05621(0) G $4,070,986.74 90% $3,663,888.07 10% $407,098.67 4339-05448(0) E $2,630,437.23 90% $2,367,393.51 10% $263,043.72 4339-08600(0) C $2,231,175.57 90% $2,008,058.01 10% $223,117.56 4339-05484(0) E $2,086,928.91 90% $1,878,236.02 10% $208,692.89 4339-07777(0) C $1,775,656.01 90% $1,598,090.41 10% $177,565.60 4339-07374(0) A $1,692,698.04 90% $1,523,428.24 10% $169,269.80 4339-07786(0) E $1,501,627.94 90% $1,351,465.15 10% $150,162.79 4339-08323(0) G $1,393,661.58 90% $1,254,295.42 10% $139,366.16 4339-05207(0) E $1,011,328.53 90% $910,195.68 10% $101,132.85 4339-08551(0) C $976,106.41 90% $878,495.77 10% $97,610.64 4339-07342(0) C $850,037.63 90% $765,033.87 10% $85,003.76 4339-08445(0) G $764,451.57 90% $688,006.41 10% $76,445.16 4339-08561(0) C $521,459.72 90% $469,313.75 10% $52,145.97 4339-05226(0) G $452,365.96 90% $407,129.36 10% $45,236.60 4339-07441(0) E $424,086.22 90% $381,677.60 10% $42,408.62 4339-05431(0) G $416,913.64 90% $375,222.28 10% $41,691.36 4339-07026(0) G $286,358.63 90% $257,722.77 10% $28,635.86 4339-05152(0) E $274,337.88 90% $246,904.09 10% $27,433.79 4339-08490(0) C $266,581.97 90% $239,923.77 10% $26,658.20 4339-05412(0) G $263,070.90 90% $236,763.81 10% $26,307.09 4339-02379(0) C $261,595.10 90% $235,435.59 10% $26,159.51 4339-03737(0) C $261,076.68 90% $234,969.01 10% $26,107.67 4339-07912(0) C $134,866.96 90% $121,380.26 10% $13,486.70 4339-02881(0) G $106,159.97 90% $95,543.97 10% $10,616.00 4339-03084(0) E $100,397.39 90% $90,357.65 10% $10,039.74 4339-08080(0) B $94,243.26 90% $84,818.93 10% $9,424.33 4339-05224(0) E $92,245.27 90% $83,020.74 10% $9,224.53 4339-05234(0) G $90,471.26 90% $81,424.13 10% $9,047.13 4339-03137(0) G $88,912.57 90% $80,021.31 10% $8,891.26 4339-03224(0) E $88,702.82 90% $79,832.54 10% $8,870.28 4339-05414(0) E $87,854.15 90% $79,068.74 10% $8,785.41 4339-06322(0) F $84,749.96 90% $76,274.96 10% $8,475.00 4339-04837(0) C $78,533.27 90% $70,679.94 10% $7,853.33 4339-06750(0) C $57,758.66 90% $51,982.79 10% $5,775.87 4339-05216(0) E $57,281.53 90% $51,553.38 10% $5,728.15 4339-05182(0) E $56,806.27 90% $51,125.64 10% $5,680.63 3384-00102(1) B $21,784.44 75% $16,338.33 25% $5,446.11 4339-06783(0) G $48,813.98 90% $43,932.58 10% $4,881.40 4339-05179(0) E $48,272.87 90% $43,445.58 10% $4,827.29 4339-02799(0) E $44,526.56 90% $40,073.90 10% $4,452.66 4339-03143(0) C $42,323.64 90% $38,091.28 10% $4,232.36 4339-05345(0) E $41,874.82 90% $37,687.34 10% $4,187.48 4339-03231(0) C $41,619.15 90% $37,457.24 10% $4,161.91 3384-00103(0) A $27,633.33 85% $23,488.33 15% $4,145.00 4339-06932(0) G $39,072.04 90% $35,164.84 10% $3,907.20 4339-03317(0) C $37,070.74 90% $33,363.67 10% $3,707.07 4339-05313(0) C $30,490.21 90% $27,441.19 10% $3,049.02 4339-02952(0) G $29,894.41 90% $26,904.97 10% $2,989.44 4339-03062(0) G $27,568.17 90% $24,811.35 10% $2,756.82 4339-05120(0) G $21,625.55 90% $19,463.00 10% $2,162.55 4339-03374(0) E $13,456.03 90% $12,110.43 10% $1,345.60 4339-03124(0) C $11,076.87 90% $9,969.18 10% $1,107.69 4339-05530(0) E $6,312.16 90% $5,680.94 10% $631.22 4339-05384(0) G $6,000.00 90% $5,400.00 10% $600.00 4339-03150(0) E $5,971.65 90% $5,374.49 10% $597.16 $3,093,195.16 Notes 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:

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 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 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.