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 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 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 shall prepare and submit to the GUC Trust Monitor and DIP Lenders for approval a reasonably detailed annual plan and budget (the “Budget”a) at least thirty (30) days prior to the commencement On or before June 1st of each calendar year during the Term, Landlord shall deliver to Tenant for Tenant’s review and comment, a projected Budget for the next succeeding calendar year; provided, however, except 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) Landlord shall have no obligation to deliver a projected Budget for balance of the GUC Trust Administrator’s anticipated actions to administer 2004 calendar year (i.e., the GUC Trust Assets; period commencing on the Commencement Date and ending on December 31, 2004), and (B) the anticipated fees projected Budget for calendar year 2005 need only be delivered by Landlord to Tenant on or before the date that is ninety (90) days after the Commencement Date. The term “Budget”, for any calendar year (as to each Budget, the “Budget Year”), shall mean a budget for the Property for such Budget Year, showing (i) estimates, in reasonable detail, of Operating Expenses, Tenant’s Operating Expense Share and expensesReal Estate Taxes for such Budget Year and Tenant’s Tax Share of all components of Real Estate Taxes for all Fiscal Periods occurring within such Budget Year, (ii) the estimated amount for each major category of expense that is expected to be included in Operating Expenses for the Property for such Budget Year, including professional feesany items that constitute OE Includable Capital Items, associated (iii) without limiting the foregoing, an itemized estimate for each contemplated repair and/or replacement to any major component of the Base Building which Landlord believes will constitute an OE Includable Capital Item (each, a “Contemplated OE Includable Capital Item”) (clearly distinguishing any such repair and/or replacement item, on the one hand, from ordinary repairs and maintenance, on the other), together with the administration of resulting amortized amounts which would be included in Operating Expenses during the GUC TrustTerm under Section 2.2(c)(3) hereof based on such Contemplated OE Includable Capital Item, a separate amount representing assuming the anticipated fees same were made in accordance with such itemized estimate 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 basisproperly constituted an OE Includable Capital Item, and each such quarterly update shall reflect the variances (with explanations) between (xiv) the Budget, estimated rates to be charged by Landlord for Above Standard Services (yincluding Required Above Standard Services and other Above Standard Services then available to Tenant) any updated Budgetfor such Budget Year, and (zv) the actual results amounts for all such items for the same periodcalendar year prior to the Budget Year. For the avoidance of doubtIt is understood and agreed by Landlord and Tenant that each Budget shall set forth amounts for Operating Expenses and Real Estate Taxes that are estimated, on a reasonable good faith basis, taking into consideration, among other things, the DIP Lenders may object in actual Operating Expenses and Real Estate Taxes for the Bankruptcy Court with respect calendar year prior to any quarterly update that materially changes the Budget Year, actual known prospective increases therein and a good faith estimate of the Bankruptcy Court shall resolve such dispute. All actions by rate of other increases therein likely to occur prior to, or during, the GUC Trust Administrator Budget Year, and a good faith estimate for contingencies for the Budget Year, which estimate shall be consistent with the Budget, no more than five (as updated). The GUC Trust Administrator may obtain any required approval 5%) percent of the Budget on reasonable negative notice (which shall be not less than 15 days after receipt amount of the Final 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 shall prepare (a) As soon as possible before the anticipated date for transfer of the Transmission Facilities from Utility Contractor to ATCLLC, and submit to the GUC Trust Monitor and DIP Lenders for approval a reasonably detailed annual plan and budget (the “Budget”) thereafter at least thirty (30) 60 days prior to before the commencement beginning of each calendar yearquarter throughout the term of this Agreement, Utility Contractor shall submit in writing to ATCLLC, for ATCLLC's review and approval, a budget for the first quarter of the 12 month planning period, and a good faith cost estimate for the work ATCLLC proposes to have performed during the balance of the 12 month period covered by the Facilities Maintenance Plan or updated Facilities Maintenance Plan for that 12 month period ("Budget"). The Budget prepared by Utility Contractor shall reflect full utilization of Baseline Resource Hours and the Baseline Maintenance Budget. (b) The Budget shall include the information, and follow the format used by Utility Contractor in its budget associated with its existing plans for the initial 12 month period with such modification as ATCLLC may reasonably require, including coordinating the Budget with procedures for centralized ATCLLC cost accounting and billing. (c) ATCLLC shall review, consult with Utility Contractor about work force and materials availability, and revise, as it deems appropriate, approve and return the Budget to Utility Contractor within 30 days of its submittal. During the term of the Budget, ATCLLC may at each quarterly review, in response to suggestions made by Utility Contractor or on its own initiative, elect to revise the Budget and the Facilities Maintenance Plan to meet the then current needs of ATCLLC subject to Good Utility Practice and the adequacy obligation set forth in Section 2.7 of the Operating Agreement of ATCLLC and ATCLLC's commitment to fully utilize Baseline Resource Hours and to pay the amount of the Baseline Maintenance Budget. If ATCLLC does elect to revise the Budget and the Facilities Maintenance Plan, ATCLLC shall communicate the changes made to Utility Contractor in writing, in a timely fashion; provided, however, that any costs incurred by Utility Contractor in reasonable anticipation of performing Services under the first such Budget as previously approved by ATCLLC, and which could not reasonably have been mitigated by Utility Contractor, 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 borne 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 CashATCLLC.

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 ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇ and Budget shall set forth (on a quarterly basis) in reasonable detail: (A) detail budgeted capital and other expenses. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇ objects to the Proposed Budget submitted by the Borrower, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇. ▇▇▇▇▇▇ shall advise the Borrower of any dispute concerning objections to such revised Proposed Budget, in ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇ approves a Proposed Budget, in ▇▇▇▇▇▇’▇ reasonable discretion; provided that, if ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇’▇ consent.

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

Budget. The GUC Trust Administrator shall prepare Cities and submit to the GUC Trust Monitor County have entered into a Memorandum of Agreement among the County of San ▇▇▇▇ Obispo and DIP Lenders the Cities of ▇▇▇▇▇▇ Grande, Atascadero, El Paso ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ Beach, Morro Bay, Pismo Beach, and San ▇▇▇▇ Obispo for approval a reasonably detailed annual plan the Establishment and budget Payment of Landfill Tipping Fee Surcharges To Support The San ▇▇▇▇ Obispo Integrated Waste Management Authority (the “BudgetMOA”). Pursuant to the MOA, those members of the Authority having jurisdiction over such matters have agreed to establish tipping fee surcharges (the “Tipping Fee Surcharges”) 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 paid into a Solid Waste Authority—Trust Fund (as defined in the MOA) for the purposes therein. (a) A line item and program budget for the Authority's operations shall be adopted by the Board for the ensuing Fiscal Year prior to June 30 of each year. All costs incurred by the Budget) and approval of the Budget Authority 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 budget and shall be paid out of the solid waste fund derived from tipping fee surcharges and other sources as approved by the Board. The line item and program budget shall be submitted in draft form to all Participating Agencies for review and comment prior to adoption. The line item and program budget shall include sufficient detail to constitute an operating guideline, the anticipated sources of funds, and the anticipated expenditures to be made for the operations of the Authority and the administration, maintenance and operating costs of the facilities identified in Paragraph 6.1 herein. Any budget for Sole Use Facilities shall be maintained separately. Approval of the line item and program budget by the Board shall constitute authority for the Executive Director to expend funds for the purposes outlined in the approved budget, subject to the availability of funds. (b) A budget for the acquisition, construction, or operation of facilities, or for contracting for the acquisition, construction, or operation of facilities, identified in Paragraph 6.1 herein shall be adopted by the Board before the Authority commits any acquisition or construction funds or contracts. It may be amended if and when determined by the Board. Approval of the budget(s) for the facilities identified in Paragraph 6.1 herein shall constitute authority for the Executive Director (or any trustee or other fiduciary appointed by the Authority) to receive state or federal grant funds and proceeds of Revenue Bonds and to expend funds for the acquisition, construction, or operation of the facilities identified in Paragraph 6.1 herein. (c) A budget(s) governing the acquisition, construction, or operation of Sole Use Facilities may be adopted by the affected Participating Agency or Agencies. When such budgets are adopted by affected parties, appropriate accounts shall be established by the Authority and designated as such participant or participant’s fund. Disbursement of such funds by the Authority shall be made only upon receipt of written authorization from the designated finance officer of the affected Participating Agency or Agencies. Receipts and disbursements for the acquisition or construction of Sole Use Facilities may also be made directly by the affected Participating Agency or Agencies, in which case such budgets shall not be paid for with a part of the Wind-Down Budget Cashbudget of the Authority.

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

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

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

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

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

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

Budget. The GUC Trust Administrator (a) Manager shall prepare and submit to the GUC Trust Monitor and DIP Lenders for Owner's approval a reasonably detailed annual plan and budget (the “Budget”) at least no later than thirty (30) days prior to the commencement beginning of each calendar yearsuccessive Fiscal Year the Budget for the ensuing Fiscal Year. The Budget shall be approved by Owner thirty (30) days after receipt, and in the event Owner fails to disapprove all or part of the Budget within such period, the Budget shall be deemed to be approved. In the event Owner disapproves the Budget, in whole or in part, Owner and Manager shall jointly prepare the Budget a soon 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 there shall be no substantial variances therefrom except for the variations which are in compliance with 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 reasonably exceed the amounts allocated to any particular operating expense category (i.e. Payroll/Landscape/Security/Redecorating/ Maintenance/ Marketing/Administrative/Capital) in the Budget for the period in question in the approved Budget by more than the greater of (x) $10,000 or (y) ten percent (10%) without the prior consent of Owner; 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 expense relating to taxes, insurance or utilities. Manager makes no guaranty, warranty or representation whatsoever in connection with the Budgets or the operational results of owning the Project, such being intended as estimates only. Manager will use its commercially reasonable efforts to develop the Budget and manage the Project in accordance with the Budget. (b) In the event there shall be a substantial variance of greater than 10% between the results of operations for any dispute concerning month and the Budget (or the taking estimated results 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 operations for such dispute. For the avoidance of doubt, the Reporting and Transfer Costs shall not be month as set forth in the Budget, Manager shall furnish to Owner, within twenty (20) days after the expiration of such month, a written explanation as to reasons for such variance. If substantial variances have occurred or are anticipated by Manager during the remainder of any Fiscal Year, Manager shall prepare and submit to Owner a revised Budget and shall not be paid covering the remainder of the Fiscal Year with an explanation for with the Wind-Down Budget Cashrevision.

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

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

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

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

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

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

Budget. For each Accounting Period, not later than December 1st, the Manager shall prepare a proposed budget for the upcoming calendar year Accounting Period, which shall include the projected: (i) Gross Rental Receipts, (ii) Owner’s Operating Costs, and (iii) Working Capital Reserve. The GUC Trust Administrator budget will be submitted to Owner for approval and following such approval shall constitute an "Approved Budget" for purposes of this Agreement. The Approved Budget for the initial Accounting Period is attached hereto as Exhibit C. If the proposed budget for an Accounting Period is not approved prior to such Accounting Period, Manager shall operate the Property in accordance with the prior year's Approved Budget until such time as a new budget is approved by Owner, which approval may be by electronic mail in accordance with Section 10.2 below, excluding the obligation to provide confirmation within 48-hours. In addition to the Approved Budget, Manager shall provide Owner all other reports required by any loan documents evidencing any debt secured by the Property ("Loan Documents") and shall comply with the provisions of the Loan Documents applicable to the Property and to the Manager, if any. Property Employees. Manager shall be solely responsible and liable for hiring, training, paying, supervising, and discharging the work of the Property Employees. Prior to hiring any individual, Manager shall conduct a background check on such individual as permitted by law. The Property Employees shall be employees of Manager and not of Owner and Manager shall be solely responsible for legal compliance concerning the foregoing activities. All compensation including salary and fringe benefits payable with respect to the Property Employees shall be solely the responsibility of the Manager. Manager shall prepare and submit to the GUC Trust Monitor all forms, reports 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; providedreturns required by all federal, howeverstate, 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) or local laws in reasonable detail: (A) the GUC Trust Administrator’s anticipated actions to administer the GUC Trust Assets; and (B) the anticipated fees and expensesconnection with unemployment insurance, including professional feesworkers' compensation insurance, associated with the administration of the GUC Trustdisability benefits, 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 basissocial security, 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 other similar taxes now in the Bankruptcy Court effect or hereafter imposed with respect to any quarterly update that materially changes the Budget Property Employees. Supplies and Equipment. Manager shall, at Manager’s sole cost and expense, replace as necessary supplies for the Bankruptcy Court shall resolve such disputeProperty, including without limitation: cleaning supplies, tools, equipment, light bulbs, paint, shampoo, conditioner, body wash, toilet paper and other restroom supplies, coffee k-cups, paper towels, laundry detergent, dishwasher detergent and other items and supplies necessary for the use, operation and maintenance of the Property and customarily used in short-term rental properties (collectively, “Supplies”). All actions by the GUC Trust Administrator Supplies shall be consistent the property of Owner and shall be delivered to and stored at the Property, as appropriate and shall be used only in connection with the Budgetmanagement, (as updated). The GUC Trust Administrator may obtain any required approval use, operation, and maintenance 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 CashProperty.