Common use of Budgets Clause in Contracts

Budgets. The Property Manager shall prepare and submit to the Company a proposed operating and capital budget, including an itemized statement of the estimated receipts and disbursements in reasonable detail, which shall include, without limitation, reasonable detail as to employee expenses to be reimbursed to the Property Manager for the operation, repair and maintenance of each of the Properties (each a “Budget”), in each case for the calendar year immediately following such submission. Each Budget will be in the form approved by the Company prior to the date thereof. Thereafter, on or before the date specified each year by the Company (but not later than November 1st), the Property Manager shall prepare and submit to the Company preliminary Budgets for the next calendar year followed by final Budgets for the next calendar year, incorporating any reasonable changes requested by the Company. Such Budgets shall: (A) be prepared in accordance with the Company’s accounting system, (B) be prepared on a cash or modified cash basis, as directed by the Company, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare a Budget for such Property for the remainder of the calendar year. The Company will approve or disapprove each Budget within a reasonable time after the receipt of same, but not later than thirty (30) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the Company, such Budget shall be deemed approved. If the Company shall disapprove of any such Budget, the Property Manager shall submit a revised Budget, as applicable, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval of the Company prior to incurring any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the Company.

Budgets. For each fiscal year commencing with the fiscal year commencing January 1, 2021, the Budgeted Expenses to be made by the Company and any of its Subsidiaries for such fiscal year shall be set forth in a proposed line-item budget (a “Draft Budget”) which shall be adopted by the Board, acting with Super-Majority Board Approval (as adopted, an “Approved Budget”). Each Draft Budget shall be prepared and approved or disapproved by the Board, acting with Super-Majority Board Approval, as follows: (a) The Property Manager Company shall prepare and submit to for approval by the Company Board, acting with Super-Majority Board Approval, a proposed operating and capital budget, including an itemized statement of Draft Budget estimating the estimated receipts and disbursements in reasonable detail, which shall include, without limitation, reasonable detail as to employee expenses Budgeted Expenses to be reimbursed to incurred during the Property Manager for the operation, repair and maintenance of each of the Properties (each a “Budget”), in each case for the calendar year immediately following such submission. Each Budget will be in the form approved by the Company prior to the date thereof. Thereafter, on or before the date specified each next succeeding fiscal year by the Company (but not later than November 1st), and/or any of its Subsidiaries. The Draft Budget shall itemize the Property Manager shall prepare and submit to costs estimated in the Company preliminary Budgets for the next calendar year followed Approved Budget by final Budgets for the next calendar year, incorporating any reasonable changes such individual line items as are reasonably requested by the CompanyManagers. Such Budgets shall: The Company shall submit a Draft Budget no later than sixty (A60) be prepared in accordance with days prior to the Company’s accounting system, (B) be prepared on a cash or modified cash basis, as directed by the Company, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare a Budget for such Property for the remainder commencement of the calendar applicable fiscal year. The officers of the Company will shall be required to cooperate and meet with the Board concerning the Draft Budget and make changes as requested by the Board. (b) The Board, acting with Super-Majority Board Approval, shall approve or disapprove each Budget within a reasonable time after the receipt of same, but not such annual expenditures no later than thirty (30) days after the submission thereof prior to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by beginning of the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar next succeeding fiscal year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Board, acting with Super-Majority Board Approval, has failed to approve a Draft Budget within 30 days after receipt thereof by the Companycommencement of a fiscal year, such then until a Draft Budget shall be deemed is approved. If , the Company shall disapprove is authorized to incur (i) costs and expenses incurred in the ordinary course of any such business in amounts materially consistent with the prior year’s Approved Budget, the Property Manager shall submit a revised Budget, as applicable, within ten (10ii) days of receipt of notice of disapproval, costs and the Company shall have ten (10) days to provide notice expenses to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject extent incurred pursuant to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval existing contractual obligations of the Company prior to incurring any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget and its Subsidiaries and (iii) such other costs and expenses approved in writing as expressly contemplated by the Companythis Agreement.

Budgets. (a) The Property Manager Class A Members will prepare and agree upon projected expenditure schedules and a projected operating budget for Greystone Select I (including the Greystone Select I Entities and their Subsidiaries), through the Fiscal Year ending December 31, 2022 (the “Initial Budget”). Beginning for the Fiscal Year ending December 31, 2023, and for each subsequent Fiscal Year, not later than 30 days prior to the beginning of such Fiscal Year, the CEO and/or the senior management of the Company shall prepare and submit to the Company Board for approval projected expenditure schedules and a proposed projected operating budget for such Fiscal Year for the Greystone Select I Business (each, an “Annual Budget”). The Board will provide (i) prior to a Change of Control Event, the C&W Managers with the opportunity for meaningful consultation regarding approval of the Annual Budget and reasonable information in connection with such consultation and (ii) following a Change of Control Event, the Greystone Managers with the opportunity for meaningful consultation regarding approval of the Annual Budget and reasonable information in connection with such consultation, provided however that except as provided in Section 5.7, the Annual Budget shall only require a Majority Vote of the Board to be approved. The Initial Budget and any Annual Budget are each referred to as an “Approved Budget.” (b) To the extent the Annual Budget requires approval pursuant to Section 5.7 and (i) prior to a Change-of-Control Event, the C&W Member does not grant such approval, or (ii) after a Change of Control Event, the Greystone Member does not grant such approval in each case within 15 Business Days, the CEO shall use his or her good faith efforts to reduce non-discretionary spending, operating and capital other similar expenses in line with any projected revenue shortfalls and the Company shall operate on an interim budget, including ; provided that in no event will any interim budget provide for an itemized statement increase of expenses greater than 20% of the estimated receipts prior year’s actual expenses. (c) The Members agree that the Company shall fund its ongoing operations, business expansion and disbursements in reasonable detailacquisitions from cash from operations and borrowings or credit, which and that no Member shall includebe required to make a Capital Contribution or loan, without limitationor otherwise advance any funds, reasonable detail as to employee expenses to be reimbursed to the Property Manager for Company or enter into any agreements with, make any representations or warranties to, or provide any information to a lender or other financing source. (d) The Members agree that any expenses or liabilities (including costs of Company employees, consultants or other personnel) related exclusively to the operationGreystone Select I Business shall be borne solely by the Class A Members in accordance with their Class A Percentage Interests and any expenses or liabilities (including costs of Company employees, repair consultants or other personnel) related exclusively to the Greystone Select II Business shall be borne solely by the Class B Members in accordance with their Class B Percentage Interests as set forth in the definitions of “Available Cash from Greystone Select I” and maintenance “Available Cash from Greystone Select II” respectively. Notwithstanding the foregoing, if any expense or liability of each of Greystone Select I Business is also attributable to Greystone Select II Business or vice versa (and thus, is not exclusively attributable to either business), such expense or liability will be allocated among Greystone Select I Business and Greystone Select II Business in a manner consistent with the Properties Shared Services/Cost Sharing Methodology as set forth on Schedule 4.4, attached hereto (each a the “BudgetShared Services/Cost Sharing Methodology”), in each case for the calendar year immediately following such submission. Each Budget will be in the form approved by the Company prior to the date thereof. Thereafter, on or before the date specified each year by the Company (but not later than November 1st), the Property Manager shall prepare and submit to the Company preliminary Budgets for the next calendar year followed by final Budgets for the next calendar year, incorporating any reasonable changes requested by the Company. Such Budgets shall: (A) be prepared in accordance with the Company’s accounting system, (B) be prepared on a cash or modified cash basis, as directed by the Company, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare a Budget for such Property for the remainder of the calendar year. The Company will approve or disapprove each Budget within a reasonable time after the receipt of same, but not later than thirty (30) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the Company, such Budget shall be deemed approved. If the Company shall disapprove of any such Budget, the Property Manager shall submit a revised Budget, as applicable, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and all cases subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval of the Company prior to incurring any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the CompanySection 13.20.

Budgets. 10.1 The Property Board (or if so directed, the management committee) Management Committee shall procure that the Manager shall shall, by no later than 1 calendar month before the end of the Financial Year during the currency of the is Agreement, or such other late date as the Board may determine prepare and submit to the Company Board a proposed operating and capital budget, including an itemized statement in respect of the estimated receipts conduct generally of the Agreed Business, based on its proposed Exploration Program (or Exploitation Program, as the case may be), in respect of the following Financial Year. The Manager shall prepare such budget in such format as the Board (or the Management Committee, in consultation with the Board) shall determine from time to time. 10.2 The Board shall consider each budget (and disbursements concomitant program) prepared by the Manager, and in reasonable detailso doing shall act reasonably and take into account generally accepted mining industry practices, sound economic principles and the best interests of the Company. The Board shall approve (with or without amendment) or reject the budget, by not later than one month after the budget shall have been delivered to the Board for its consideration. In the event that the Board shall have rejected the budget, the Manager shall as soon as reasonably possible in the circumstances prepare an amended budget, which shall include, without limitation, reasonable detail as to employee expenses to be reimbursed submitted to the Property Manager Board for further consideration. 10.3 The Board (or if so directed, the operationManagement Committee) shall, repair at least once every quarter during the currency of this Agreement, review the financial performance and maintenance of each progress of the Properties Company as measured against the budget. The Management Committee (each a “Budget”)if then applicable) shall report to the Board in respect of its review of the financial performance and progress of the Company as measured against the budget and shall make appropriate recommendations to the Board. The Board shall consider the financial performance and progress of the Company as measured against the budget, and the submissions of the Management Committee, in each case for order to take account of and to assess changed economic and/or other relevant circumstances and/or the calendar year immediately following such submission. Each Budget will be in the form approved by the Company prior to the date thereof. Thereafter, exploration or mining or other operations actually carried on or before the date specified each year by the Company (but not later than November 1st), the Property Manager shall prepare and submit to the Company preliminary Budgets for the next calendar year followed by final Budgets for the next calendar year, incorporating any reasonable changes requested by the Company. Such Budgets In so considering the budget, the Management Committee and the Board shall act reasonably and shall take into account generally accepted mining industry practices, sound economic principles and the best interests of the Company. 10.4 In the event that it will be necessary and/or desirable, in the view of the Board, to amend the budget, the Manager shall: , on the instruction of the Board, prepare such amended budget and submit same to the Board for consideration. 10.5 The Manager shall implement and shall report on an ongoing basis (Abut in any not less frequently than once in each quarterly period) be prepared to the Management Committee in respect of its implementation of the budget (and concomitant program) in accordance with its terms, provided that, in the Company’s accounting systemevent that the Board (or the Management Committee) shall have rejected any budget in terms of clause10.2, the Manager shall implement the previous budget approved by the Board, notwithstanding that the period in respect of which such budget shall have been prepared and approved shall have expired. 10.6 The Manager shall immediately notify the Board (B) be prepared on a cash or modified cash basisthe Management Committee, as directed by the Companycase may be, who shall in such case, subject to 9.9, report to the Board in respect of any such material departure from any budget or program, as the case may be, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare a Budget for such Property for the remainder of the calendar year. The Company will approve or disapprove each Budget within a reasonable time after the receipt of same, but not later than thirty (30) days after the submission thereof shall make recommendations to the Company. The Property Manager will make Board in connection therewith of any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall requestmaterial departure from any budget or program (for which purpose, which in no event shall exceed three (3) requests per calendar year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the Company, such Budget “material” shall be deemed approved. If the Company shall disapprove to be a variance of 10% or more in any such Budget, the Property Manager shall submit a revised Budget, as applicable, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval of the Company prior to incurring any liability or obligation for any headline item in excess any approved annual budget and/or a delay of $10,000 that is not reflected on the applicable Budget approved 6 or more weeks in writing by the Companyany scheduled work programme).

Budgets. The Property Manager (a) By November 1st of each calendar Year, Operator shall prepare and submit to the Company for approval a proposed operating detailed maintenance, operating, and capital budget setting out the amounts Operator proposes to expend for such purposes during the next calendar Year, which budget shall, to the extent practicable, provide for a breakdown of expenses and expenditures on a Monthly basis, by Category of Expenditure and by asset as defined by Operator. Upon Company approval of such budget, including an itemized statement Operator shall have the authority to award and execute contracts within the expenditure limits set forth in such budget. When expense and capital appropriation requests are not required (such as with annual maintenance contracts), Operator shall have the authority to award and execute such contracts without additional Company approval, subject to Section 2.05 of this Agreement. (b) If it appears at any time after Operator receives a budget approved by Company that the total actual expenditures for any calendar Year will exceed the total annual budgeted amount for such calendar Year, Operator shall notify Company of such expected excess expenditure as part of the estimated receipts and disbursements in reasonable detail, which shall include, without limitation, reasonable detail as to employee expenses to be reimbursed to normal Monthly billing process. If it subsequently appears that the Property Manager total actual expenditures for the operation, repair and maintenance of each any calendar Year will exceed ten percent (10%) of the Properties total annual budgeted amount (each a “BudgetOverrun”), in each case Operator shall submit to Company for approval an amendment to the then-applicable budget, together with an explanation of the reason(s) for the calendar year immediately anticipated budget Overrun. As soon as practicable following the last Day of each Month, Operator shall submit to Company a Monthly report comparing actual expenditures for such submission. Each Budget will be Month to budgeted operating expenses and capital projects for such Month. (c) Company shall notify Operator in writing of the form approved by the Company prior to the date approval or disapproval of any proposed budget or amendment thereto in writing within fifteen (15) Days after receipt thereof. ThereafterIn the event Company does not so notify Operator within such time period, on or before the date specified each year by the if Company (but not later than November 1st)notifies Operator that such budget or amendment has been disapproved, the Property Manager shall prepare and submit to the Company preliminary Budgets for the next calendar year followed by final Budgets for the next calendar year, incorporating any reasonable changes requested by the Company. Such Budgets shallthen until Operator receives approval of a proposed budget or amendment: (Ai) be prepared the current approved budget shall remain in accordance with the Company’s accounting system, (B) be prepared on a cash or modified cash basis, as directed by the Companyeffect, and (Cii) show a month Operator shall continue to have the authority to make expenditures with regard to items previously approved by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare a Budget for such Property for the remainder of the calendar year. The Company will approve or disapprove each Budget within a reasonable time after the receipt of same, but not later than thirty (30) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the Company, such Budget shall be deemed approved. If the Company shall disapprove of any such Budgetproposed budget or amendment is disapproved, the Property Manager Operator shall submit a revised Budgetproposed budget or amendment to Company for approval as soon as is reasonably practicable. (d) Operator shall meet with Company a minimum of four (4) times during each calendar Year, or more if Company requests, in order to review the budget and permit Company to monitor the accuracy of the budget for current Year operations. (e) Except as applicableCompany may otherwise direct in writing, within ten (10) days the approval by Company of receipt of notice of disapproval, and the Company shall have ten (10) days a budget or an amendment to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets a budget shall constitute an Company’s authorization for of Operator to incur the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for expenses contained in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval of the Company prior to incurring any liability budget or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the Companyamendment.

Budgets. The Property Manager (a) By November 1st of each year, Operator shall prepare and submit to the Company for approval a proposed operating detailed maintenance, operating, and capital budget setting out the amounts Operator proposes to expend for such purposes during the next calendar Year, which budget shall, to the extent practicable, provide for a breakdown of expenses and expenditures on a Monthly basis, by Category of Expenditure and by asset as defined by Operator. Upon Company approval of such budget, including an itemized statement Operator shall have the authority to award and execute contracts within the expenditure limits set forth in such budget. When expense and capital appropriation requests are not required (such as with annual maintenance contracts), Operator shall have the authority to award and execute such contracts without additional Company approval, subject to Section 2.05 of this Agreement. (b) If it appears at any time after Operator receives a budget approved by Company that the total actual expenditures for any calendar Year will exceed the total annual budgeted amount for such calendar Year, Operator shall notify Company of such expected excess expenditure as part of the estimated receipts and disbursements in reasonable detail, which shall include, without limitation, reasonable detail as to employee expenses to be reimbursed to normal Monthly billing process. If it subsequently appears that the Property Manager total actual expenditures for the operation, repair and maintenance of each any calendar Year will exceed ten percent (10%) of the Properties total annual budgeted amount (each a “BudgetOverrun”), in each case Operator shall submit to Company for approval an amendment to the then-applicable budget, together with an explanation of the reason(s) for the calendar year immediately anticipated budget Overrun. As soon as practicable following the last Day of each Month, Operator shall submit to Company a Monthly report comparing actual expenditures for such submission. Each Budget will be Month to budgeted operating expenses and capital projects for such Month. (c) Company shall notify Operator in writing of the form approved by the Company prior to the date approval or disapproval of any proposed budget or amendment thereto in writing within fifteen (15) Days after receipt thereof. ThereafterIn the event Company does not so notify Operator within such time period, on or before the date specified each year by the if Company (but not later than November 1st)notifies Operator that such budget or amendment has been disapproved, the Property Manager shall prepare and submit to the Company preliminary Budgets for the next calendar year followed by final Budgets for the next calendar year, incorporating any reasonable changes requested by the Company. Such Budgets shallthen until Operator receives approval of a proposed budget or amendment: (Ai) be prepared the current approved budget shall remain in accordance with the Company’s accounting system, (B) be prepared on a cash or modified cash basis, as directed by the Companyeffect, and (Cii) show a month Operator shall continue to have the authority to make expenditures with regard to items previously approved by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare a Budget for such Property for the remainder of the calendar year. The Company will approve or disapprove each Budget within a reasonable time after the receipt of same, but not later than thirty (30) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the Company, such Budget shall be deemed approved. If the Company shall disapprove of any such Budgetproposed budget or amendment is disapproved, the Property Manager Operator shall submit a revised Budgetproposed budget or amendment to Company for approval as soon as is reasonably practicable. (d) Operator shall meet with Company a minimum of four (4) times during each calendar Year, as applicableor more if Company requests, within ten in order to review the budget and permit Company to monitor the accuracy of the budget for current Year operations. (10e) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure Parties agree that the actual cost maintenance, operating and capital budget for 2013 shall be as presented by Company to Operator no later than the Effective Date. (f) Except as Company may otherwise direct in writing, the approval by Company of operating each Property shall not exceed the applicable Budget. The Budgets a budget or an amendment to a budget shall constitute an Company’s authorization for of Operator to incur the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for expenses contained in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval of the Company prior to incurring any liability budget or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the Companyamendment.

Budgets. The Property Within forty-five (45) days after the Effective Date and at least sixty (60) days before the beginning of each subsequent Fiscal Year, Manager shall prepare and submit deliver to the Company Owner a proposed operating and capital budget, including an itemized statement budget for the remainder of the estimated receipts current Fiscal Year or the ensuing Fiscal Year, as applicable. Owner may review and disbursements revise such budget in reasonable detailits sole discretion, which shall includeand at such time as such budget (as may have been modified by Owner) has been approved by Owner (as approved, without limitation, reasonable detail as to employee expenses to be reimbursed to the Property Manager for the operation, repair and maintenance of each of the Properties (each a “Budget”), Manager shall implement such Budget. Without affecting any other limitation imposed by this Agreement and except as may be expressly provided to the contrary elsewhere in each case this Agreement, Manager shall secure the prior written approval of Owner prior to incurring any liability or obligation for any category of expense not reflected on the Budget, or any increase of more than five percent (5%) for the calendar year immediately following such submission. Each Budget will be expense of any item set forth in the form approved by the Company prior to the date thereof. Thereafter, on or before the date specified each year by the Company (but not later than November 1st), the Property Manager shall prepare and submit to the Company preliminary Budgets for the next calendar year followed by final Budgets for the next calendar year, incorporating any reasonable changes requested by the Company. Such Budgets shall: (A) be prepared in accordance with the Company’s accounting system, (B) be prepared on a cash or modified cash basisBudget, as directed approved in writing by the Company, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring itemsOwner. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare a Budget for such Property for the remainder of the calendar year. The Company Owner will approve or disapprove each Budget within a reasonable time after the receipt of same, but not later than thirty (30) days after the submission thereof to the Company. The Property and Manager will make any reasonable changes to each in the Budget that are requested by Owner. If any proposed Budget for the Company. At upcoming calendar year is not approved prior to the start of such calendar year, then from January 1 until such time as the Company shall request, which in no event shall exceed three (3) requests per Owner approves a Budget for such calendar year, a temporary Budget shall take effect which shall be equal to Owner's prior year's approved Budget increased by two and one half percent (2.5%) for all line items, except for taxes and/or any insurance premiums included in the Property prior year’s approved Budget as well as utilities, each of which shall equal the amount actually incurred for each such item during the interim period until a Budget is approved by Owner. Owner acknowledges that the Budget is intended only to be a reasonable estimate of the Property's income and expenses for the ensuing calendar year. Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the Company, such Budget shall be deemed approved. If the Company shall disapprove of to have made any such Budgetguarantee, the Property Manager shall submit a revised Budget, as applicable, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company warranty or representation whatsoever in connection with their review of any the Budget submitted by Notwithstanding the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided foregoing sentence, nothing shall reduce or eliminate Manager's duty to comply with all provisions hereunder pertaining to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval of the Company prior to incurring any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the CompanyBudget.

Budgets. For each fiscal year commencing with the fiscal year commencing January 1, 2021, the Budgeted Expenses to be made by the Company and any of its Subsidiaries for such fiscal year shall be set forth in a proposed line-item budget (a “Draft Budget”) which shall be adopted by the Board (as adopted, an “Approved Budget”). Each Draft Budget shall be prepared and approved or disapproved by the Board as follows: (a) The Property Manager Company shall prepare and submit to for approval by the Company Board a proposed operating and capital budget, including an itemized statement of Draft Budget estimating the estimated receipts and disbursements in reasonable detail, which shall include, without limitation, reasonable detail as to employee expenses Budgeted Expenses to be reimbursed to incurred during the Property Manager for the operation, repair and maintenance of each of the Properties (each a “Budget”), in each case for the calendar year immediately following such submission. Each Budget will be in the form approved by the Company prior to the date thereof. Thereafter, on or before the date specified each next succeeding fiscal year by the Company (but not later than November 1st), and/or any of its Subsidiaries. The Draft Budget shall itemize the Property Manager shall prepare and submit to costs estimated in the Company preliminary Budgets for the next calendar year followed Approved Budget by final Budgets for the next calendar year, incorporating any reasonable changes such individual line items as are reasonably requested by the CompanyManagers. Such Budgets shall: The Company shall submit a Draft Budget no later than sixty (A60) be prepared in accordance with days prior to the Company’s accounting system, (B) be prepared on a cash or modified cash basis, as directed by the Company, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare a Budget for such Property for the remainder commencement of the calendar applicable fiscal year. The officers of the Company will shall be required to cooperate and meet with the Board concerning the Draft Budget and make changes as requested by the Board. (b) The Board shall approve or disapprove each Budget within a reasonable time after the receipt of same, but not such annual expenditures no later than thirty (30) days after the submission thereof prior to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by beginning of the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar next succeeding fiscal year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Board has failed to approve a Draft Budget within 30 days after receipt thereof by the Companycommencement of a fiscal year, such then until a Draft Budget shall be deemed is approved. If , the Company shall disapprove is authorized to incur (i) costs and expenses incurred in the ordinary course of any such business in amounts materially consistent with the prior year’s Approved Budget, the Property Manager shall submit a revised Budget, as applicable, within ten (10ii) days of receipt of notice of disapproval, costs and the Company shall have ten (10) days to provide notice expenses to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject extent incurred pursuant to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval existing contractual obligations of the Company prior to incurring any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget and its Subsidiaries and (iii) such other costs and expenses approved in writing as expressly contemplated by the Companythis Agreement.

Budgets. The Property In furtherance of the Business Plan, the Manager shall have prepared and attached hereto as Exhibit B (the “Initial Operating Budget”) an operating budget for the remainder of 2006, which shall have been approved by the Members. From time to time during the development and operation of the Business, the Manager shall prepare and submit to present for the Company a proposed operating and capital budget, including an itemized statement approval of the estimated receipts and disbursements Members in reasonable detail, which shall include, without limitation, reasonable detail as to employee expenses to be reimbursed to the Property Manager accordance with Section 5.4 a separate annual budget for the operationBusiness (each, repair and maintenance of each of the Properties (each a “Budget”). The Manager shall update all outstanding Budgets, in each case including the annual operating budget, and present such Budgets for the calendar year immediately following such submission. Each Budget will be in the form approved approval by the Company prior to the date thereof. Thereafter, on or before the date specified each year by the Company (but Members not later than November 1st), 1 of the Property Manager shall prepare and submit to year preceding the Company preliminary Budgets for the next calendar year followed by final Budgets for the next calendar year, incorporating any reasonable changes requested covered by the Company. Such Budgets shall: (A) be prepared proposed Budget, and the Members shall approve the updated Budgets, including the annual operating budget by December 1 of each year in accordance with the provisions of Section 5.4. Budgets shall include a reasonable contingency reserve for unanticipated costs associated with the matters covered thereby. The Manager may from time to time submit revisions or modifications to Budgets to the Members for approval; provided that no revisions or modifications shall be implemented unless approved in accordance with Section 5.4 hereof. The Initial Operating Budget and each other Budget, including any revisions thereto, which is approved separately or as part of a Business Plan in accordance with Section 5.4 hereof, shall be termed an “Approved Budget.” Specific expenditures to develop and operate the Business may be made only pursuant to an Approved Budget; provided that the Manager shall have discretion to use contingency reserves included in any Approved Budget in any reasonable manner and shall be permitted to make reasonable adjustments between line items reflected on an Approved Budget if the expenses intended to be paid pursuant to the line item from which funds are transferred are in fact incurred and paid (at a total cost less than budgeted) and the items on which the transferred funds are expended were included among the items set forth in the Approved Budget (and were incurred at a cost greater than budgeted). Notwithstanding the foregoing, any increase in excess of ten percent (10%) in any individual line item in an Approved Budget that also exceeds $100,000 shall require the approval of the Members. All expense items identified in the Company’s accounting system, (B) be prepared on a cash or modified cash basis, as directed by Approved Budget from time to time shall constitute “Approved Expenses” of the Company, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare Until a Budget for such Property for is otherwise modified as provided in this Agreement, each Budget shall remain in effect subject to modifications required by an increases in Non-Discretionary Expenditures in order to avoid a material adverse change to the remainder financial condition or assets of the calendar yearCompany. Non-Discretionary Expenditures shall be deemed Approved Expenses until one Member or the other disapproves of such expenditures. The Company will approve or disapprove each Budget Manager shall inform the Members within a reasonable time after the receipt of same, but not later than thirty (30) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the Company, such Budget shall be deemed approved. If the Company shall disapprove of any such Budget, the Property Manager shall submit incurrence of a revised Budget, as applicable, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of nonNon-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval of the Company prior to incurring any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the Companydiscretionary Expenditure.

Budgets. The Property Manager Facility shall be operated on a fiscal year of January 1 through December 31. The Facility shall be operated in accordance with the terms of the capital expenditure budget (the “Capital Budget”) and operating budget (the “Operating Budget” and together with the Capital Budget, the “Initial Budgets”) prepared by [Emeritus/EmeriCare] and approved by Landlord, it being understood and agreed that Landlord agrees to fund any needed working capital in the event the Gross Operating Revenues of the Facility are not sufficient to cover the Facility Expenses. The Initial Budgets shall cover the period from the Commencement Date to December 31 of the year in which the Commencement Date occurs. Thereafter, prior to the start of each fiscal year, [Emeritus/EmeriCare] shall prepare and submit to Landlord for its review and approval, an annual Operating Budget and an annual Capital Budget (the Company a proposed operating and capital budget, including an itemized statement “Budgets”). In the event the Budgets have not been agreed upon by the beginning of the estimated receipts and disbursements fiscal year, the Budgets in effect for the prior fiscal year shall continue in effect until the new Budgets are agreed upon. Except as otherwise provided herein, [Emeritus/EmeriCare] shall ensure that no expenditures will be made during a fiscal year on a basis inconsistent with then approved Budgets without Landlord’s prior approval. Notwithstanding the foregoing, Landlord’s prior approval shall not be required for the following expenditures in excess of the amounts set forth in the Budgets: (a) [Emeritus/EmeriCare], in its reasonable detailjudgment, which shall include, without limitation, reasonable detail as to employee expenses deems there to be reimbursed an emergency requiring it to incur unbudgeted expenditures to effectuate immediate action necessary for the protection of the assets of the Facility or to avoid property damage or personal injury or to preserve the well being of residents in the Facility or to avoid impairment of the Facility’s operating licenses, (b) expenditures which would not cause the aggregate amount of the Facility Expenses (excluding the Facility Expenses described in clause (c)) to exceed the Facility Expenses reflected in the Budgets by more than 5% or (c) expenditures for real and personal property taxes and assessments and utilities. [Emeritus/EmeriCare] and the Tenant shall each use diligent efforts to keep the Landlord fully informed regarding all material matters relating to the Property Manager for Facility and its operations and assets (and such other specific matters as the operation, repair Landlord may reasonably request from time to time) and maintenance of each of the Properties (each shall so consult on a “Budget”), in each case for the calendar year immediately following such submission. Each Budget will be in the form approved by the Company prior to the date thereof. Thereafter, on or before the date specified each year by the Company (but not later than November 1st), the Property Manager shall prepare monthly basis and submit to the Company preliminary Budgets for the next calendar year followed by final Budgets for the next calendar year, incorporating any at all reasonable changes times requested by the CompanyLandlord. Such Budgets In addition, [Emeritus/EmeriCare] and the Tenant and each shall: (A) be prepared in accordance with the Company’s accounting system, (B) be prepared on a cash or modified cash basis, as directed by the Company, and (C) show a month each shall cause any party retained by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by it or its affiliates to implement the Owner, matters set forth in the Property Manager will prepare a Initial Budget for such Property for the remainder of the calendar year. The Company will approve or disapprove each Budget within a reasonable time after the receipt of same, but not later than thirty (30) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the Company, such Budget shall be deemed approved. If the Company shall disapprove of any such Budget, the Property Manager shall submit a revised Budget, as applicablethe case may be, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance periodically consult with the respective Budgets and subject to Landlord regarding the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval implementation of the Company prior to incurring any liability Initial Budget or obligation for any item in excess of $10,000 that is not reflected on Budget, as the applicable Budget approved in writing by the Companycase may be.

Budgets. The Property Manager shall prepare and submit to the Company a proposed operating and capital budget, including an itemized statement of the estimated receipts and disbursements in reasonable detail, which shall include, without limitation, reasonable detail as to employee expenses to be reimbursed to the Property Manager for the operation, repair and maintenance of each of the Properties Property (each a “Budget”), in each case for the calendar year immediately following such submission. Each Budget will be in the form approved by the Company prior to the date thereof. Thereafter, on or before the date specified each year by the Company (but not later than November 1st), the Property Manager shall prepare and submit to the Company a preliminary Budgets Budget for the next calendar year followed by a final Budgets Budget for the next calendar year, incorporating any reasonable changes requested by the Company. Such Budgets shall: (A) be prepared in accordance with the Company’s accounting system, (B) be prepared on a cash or modified cash basis, as directed by the Company, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare a Budget for such Property for the remainder of the calendar year. The Company will approve or disapprove each Budget within a reasonable time after the receipt of same, but not later than thirty (30) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the Company, such Budget shall be deemed approved. If the Company shall disapprove of any such Budget, the Property Manager shall submit a revised Budget, as applicable, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each the Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties Property in accordance with the respective Budgets Budget and subject to the provisions of this Property Management Agreement until a subsequent Budgets are Budget is approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval of the Company prior to incurring any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the Company.

Budgets. Attached as Exhibit B is a budget for the fiscal year 2019 setting forth in detail the estimated receipts and expenditures (operating, capital or otherwise) of (i) the Company on a consolidated basis, and (ii) each Entertainment Center on a standalone basis, (including renovations and capital expenditures), for each month during the expected Management Period (collectively, the “Budget”). The Property Budget has been agreed to and approved by Manager and the Company as of the Effective Date. Manager shall be responsible for providing revised Budget for each fiscal year during the Management Period. (A) If the actual costs, expenses, renovations and/or capital expenditures for renovation of a particular Entertainment Center exceed 10% of the budgeted cost set forth in the Budget or any Construction Budget(s), then Manager shall provide the Company with a revised plan and budget prior to incurring such cost or expense or commencing construction of such project, which shall be subject to the approval of the Company in its sole discretion. If such revised Construction Budget is not approved by the Company, the Company, in its sole and absolute discretion, may terminate the renovation project and the applicable Entertainment Center shall be removed from the Construction Budget until such time as the Company has approved an alternative plan and construction budget for renovations of that particular Entertainment Center. Likewise, if such revised Construction Budget is not approved by the Company, the Company, in its sole and absolute discretion, may cease the activity or event giving rise to such increased expense or cost until such time as the Company has approved an alternative Construction Budget for such activity or event of that particular Entertainment Center. (B) If the Management Period is extended, Manager thereafter shall prepare and submit a Budget and a Construction Budget to the Company a proposed operating and capital budget, including an itemized statement of the estimated receipts and disbursements in reasonable detail, which shall include, without limitation, reasonable detail as to employee expenses to be reimbursed to the Property Manager that includes such extended period for the operation, repair and maintenance of each of the Properties (each a “Budget”), in each case for the calendar year immediately following such submission. Each Budget will be in the form approved by the Company prior to the date thereof. Thereafter, Company’s consideration on or before the date specified each year that is 30 days prior to the end of the then current Management Period. The foregoing notwithstanding, the Company and Manager together shall review and adjust both the Budget and the Construction Budget(s) on a quarterly basis. (C) Manager shall implement the Budget and Construction Budget(s) that have been approved by the Company (but not later than November 1st)and shall be authorized, without the Property Manager shall prepare and submit to the Company preliminary Budgets need for the next calendar year followed by final Budgets for the next calendar year, incorporating any reasonable changes requested by the Company. Such Budgets shall: (A) be prepared in accordance with the Company’s accounting system, (B) be prepared on a cash or modified cash basis, as directed further approval by the Company, to make the expenditures and (C) show a month by month projection of incomeincur the obligations provided for in such approved Budget and Construction Budget(s), expenses, capital expenditures, reserves, and other non-recurring itemsrespectively. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare a Budget for such Property for the remainder of the calendar year. The Company will approve or disapprove each Budget within a reasonable time after the receipt of same, but not later than thirty (30) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At Until such time as a new or revised Budget or Construction Budget is approved, Manager shall adhere to the previous Budget or Construction Budget allocations, as applicable. Approval by the Company of the Budget or a Construction Budget shall constitute approval of any expenditure described therein or actions reasonably necessary to carry out such budgeted expenditures. Notwithstanding anything to the contrary set forth in this Agreement, capital expenditures which are not included in the Budget or a Construction Budget as approved by the Company shall request, which in no event shall exceed three (3) requests per calendar year, the Property not be undertaken by Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the Company, such Budget shall be deemed approved. If the Company shall disapprove of any such Budget, the Property Manager shall submit a revised Budget, as applicable, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure without the prior written approval of the Company prior Company. (D) Manager shall not be liable for the failure to incurring perform any liability or obligation for any item in excess of $10,000 that is not reflected on its duties under this Agreement to the applicable Budget approved in writing extent attributable to the failure by the CompanyCompany to approve the Budget or Construction Budget and any expenditures reasonably necessary for Manager’s performance of such duties.

Budgets. The (a) Manager agrees to oversee the preparation by Property Manager shall prepare Manager, at least annually, and submit to the Company Owner for its approval on or before November 1st of preceding calendar year a proposed operating and capital budget, including an itemized statement budget for the operation of the estimated receipts Property and disbursements the redevelopment of the Projects for the current calendar year (the “Budget”). The Budget shall consist of an operating budget (the “Operating Budget”) and a capital improvements budget (the “Capital Budget”). The Operating Budget shall show, in reasonable detail, which each line item of anticipated income and expense (on a cash basis). The Capital Budget shall includeshow, without limitationin reasonable detail, reasonable detail as each line item of anticipated capital expenditures (actual expenses for improvements, repairs, replacements and alterations which, according to employee expenses generally accepted accounting principles, consistently applied, are required or permitted to be reimbursed capitalized and amortized over time, rather than expenses in the year paid or incurred). (b) Manager agrees not to authorize expenditures for the operation and maintenance or improvement of, or otherwise relating to, the Property in any fiscal year except within the categories and amounts contained in the Budgets for that year previously approved by Owner, unless (i) such expenditure is specifically authorized under any of the other provisions of this Agreement, or (ii) Manager first obtains Owner’s written approval of such expenditure. In addition, during each calendar year, Manager shall inform Owner of any significant increases or decreases in costs and expenses or revenues that were not foreseen during the Budget preparation period and thus were not reflected in the Operating Budget or the Capital Budget, and in turn propose changes to the Budgets for Owner’s approval. (c) Pending approval of an Operating Budget and/or a Capital Budget for any calendar year, or if Owner shall fail to approve an Operating Budget and/or a Capital Budget for any calendar year, then during any such period Manager shall continue to oversee the Property Manager for the operationso as to manage, repair maintain, supervise, direct and maintenance of each of the Properties (each a “Budget”), in each case for the calendar year immediately following such submission. Each Budget will be in the form approved by the Company prior to the date thereof. Thereafter, on or before the date specified each year by the Company (but not later than November 1st), operate the Property Manager shall prepare and submit to the Company preliminary Budgets for the next calendar year followed by final Budgets for the next calendar year, incorporating any reasonable changes requested by the Company. Such Budgets shall: (A) be prepared in accordance with the Company’s accounting systemOperating Budget or the Capital Budget for the immediately preceding calendar year (however, in the case of an Operating Budget, unless Owner otherwise expressly notifies Manager otherwise, each budget item shall be increased by 5%) until Owner approves the new Operating Budget and/or Capital Budget. (Bd) be prepared on At the same time that Manager submits to owner any Capital Budget or Operating Budget, Manager shall also submit a cash or modified cash basisproposed overall plan for the marketing, as directed by the Companyleasing, repair, management, operation and (C) show a month by month projection maintenance of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by the Owner, the Property during the period covered by such Budget. (e) Manager will shall prepare a Budget for such Property for or provide any other or further information, projections or documents relating to the remainder management, operation or maintenance of the calendar year. The Company will approve or disapprove each Budget within a reasonable Property as Owner may from time after the receipt of same, but not later than thirty to time reasonably request. (30f) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary Owner from time to reflect cost over-runs and the like or other changes occurring subsequent time, proposed revisions to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the CompanyBudgets for Owner’s approval, such Budget shall be deemed approved. If the Company shall disapprove of any such Budget, the Property whenever Manager shall submit a revised Budget, as applicable, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice determines that revisions to the Property Manager if it disapproves Budgets would be in the best interest of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval of the Company prior to incurring any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the CompanyOwner.

Budgets. The Property Each year during the term of this Agreement, Manager shall prepare and submit deliver to the Company a proposed operating and capital budget, including Owner for approval an itemized accrual-based statement ("Budget") of the estimated receipts and disbursements in reasonable detail, which shall include, without limitation, reasonable detail as to employee expenses to be reimbursed to the Property Manager for the operation, repair and maintenance of each of the Properties (each a “Budget”), in each case for the calendar year immediately following such submission. Each Budget will be in the form approved by the Company prior to the date thereof. Thereafter, on or before the date specified each year by the Company (but not later than November 1st), the Property Manager shall prepare and submit to the Company preliminary Budgets for the next fiscal/calendar year followed year. Manager shall endeavor to deliver the Budget no later than one hundred twenty (120) days prior to calendar year-end and in any event shall deliver the Budget no later than ninety (90) days prior to calendar year-end. Manager shall submit each Budget in Owner's required format, plus any and all additional supporting documents and schedules as required by final Budgets Owner. The format which Owner initially requires has been delivered by Owner to Manager. The Table of Contents for the next format is attached as Exhibit D. Further, based on the proposed annual Budget, upon request by Owner, Manager shall also submit to Owner, for Owner's approval, proposed monthly operating budgets on a cash basis for the Properties for the upcoming fiscal/calendar year, incorporating any reasonable changes requested by the Company. Such Budgets shall: (A) be prepared in accordance with the Company’s accounting system, (B) be prepared which budgets shall project on a cash or modified cash basis, as directed by the Company, monthly basis all receipts and (C) show a month by month projection of income, operating costs and expenses, capital expenditures, reservesand replacement reserves that Manager, and other non-recurring itemsin the exercise of good business judgment, estimates will be received or necessary to be incurred to operate the Properties during each such month. In connection with any acquisition However, the estimation of a monthly budget will not prevent Manager from incurring budgeted costs in a month other than the one shown on the monthly estimate. As noted in Section 3.2, such Budgets will be prepared on a group basis, but with a separate breakdown for each Property by and with a consolidation for the Ownerentire portfolio of Properties. References in this Agreement to "the Budget", the Property Manager will prepare "budgeted amount", a "Budget item" or similar words to that effect shall be a reference to the consolidated Budget for such Property a group. Manager has prepared and submitted and Owner has approved Budgets for the remainder of the calendar current year. The Company Without affecting any other limitation imposed by this Agreement and except as may be expressly provided to the contrary elsewhere in this Agreement, Manager shall secure the prior written approval of Owner prior to incurring any liability or obligation for any item not reflected on the Budget approved in writing by Owner. Owner will approve or disapprove each Budget within a reasonable time after the receipt of same, but not later than thirty (30) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each in the Budget that are requested by Owner, provided that the Companyrequested changes would not prevent Manager from carrying out its responsibilities under this Agreement. At If any proposed Budget for the upcoming fiscal/calendar year is not approved prior to the start of such fiscal/calendar year, then until such time as the Company shall request, which in no event shall exceed three (3) requests per Owner approves a Budget for such fiscal/calendar year, the Property Manager a temporary Budget shall submit to the Company for its approval an updated Budget incorporating such changes as take effect which shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent equal to the prior year's approved Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof increased by the Company, such Budget shall be deemed approved. If the Company shall disapprove of any such Budget, the Property Manager shall submit a revised Budget, as applicable, within ten percent (10%) days for all line items, except for taxes and/or any insurance premiums included in the prior year's approved Budget as well as utilities, each of receipt of notice of disapproval, and which shall equal the Company shall have ten (10) days to provide notice to amount actually incurred for each such item during the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject to the provisions of this Property Management Agreement interim period until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested is approved by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval of the Company prior to incurring any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the CompanyOwner.

Budgets. (A) The Property Manager parties acknowledge that the Budget, as defined below, for the initial year of operations commencing on the Effective Date (the “Initial Budget”) has been finalized, reviewed and completed. (B) Commencing with the Budget for Fiscal Year commencing July 1, 2012, the Managers shall jointly prepare and submit deliver to the Company Advisory Committee no later than the February 28th of each year, a draft budget for the operation, management, and maintenance for the Property (the “Draft Budget”) which complies with the Rate Covenant (as herein defined). Each Draft Budget shall contain proposed operating operating, maintenance and capital budget, including an itemized statement of the estimated receipts and disbursements in reasonable detail, which shall includeimprovement expenditures (including, without limitation, reasonable detail line items for “Operating Expenses” as defined in the Indenture). The Managers shall prepare the Draft Budget such that amounts on deposit in the Operating Account, as herein defined, from month to employee expenses month, shall be sufficient to be reimbursed pay Current Expenses within the meaning of the Original State Resolution for the current month and the next ensuing month related to the Property Manager for the operation, repair and maintenance DBF Facilities. Within thirty (30) days of each receipt of the Properties Draft Budget, the Advisory Committee shall review and make recommendations to the Managers on the proposed final budget. The Managers shall provide a proposed final budget (each a “Budget”)) to the Finance Corporation for review and approval no later than April 15th of each year. If the Budget as adopted by the Finance Corporation differs materially from the recommendations of the Advisory Committee, in each case for it is subject to the calendar year immediately following such submissionconsent of the University, which consent shall not be unreasonably withheld, delayed or conditioned. Each If the University shall fail to respond within twenty (20) business days, then the Budget will as submitted shall be in the form deemed approved by the Company prior University. In the event that the University gives notice of its refusal to the date thereof. Thereafter, on or before the date specified each year by the Company (but not later than November 1st)consent, the Property Manager Finance Corporation and University promptly, in good faith, shall prepare and submit to the Company preliminary Budgets for the next calendar year followed by final Budgets for the next calendar year, incorporating any reasonable changes requested by the Company. Such Budgets shall: (A) be prepared in accordance with the Company’s accounting system, (B) be prepared develop a Budget on a cash or modified cash basis, as directed by the Company, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring itemswhich they both may agree. In connection with any acquisition of a Property by the Owner, event the Property Manager will prepare a Budget for such Property for Finance Corporation and the remainder of the calendar year. The Company will approve or disapprove each Budget within a reasonable time after the receipt of same, but University fail to reach agreement not later than thirty (30) days after the submission thereof prior to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by commencement of the Company. At such time as annual period beginning on the Company shall request, which in no event shall exceed three next July 1 and ending on the June 30 of the immediately succeeding calendar year (3) requests per calendar year“Annual Period”), the Property Manager shall submit Budget for the then current Annual Period, as increased by a factor equal to the Company for its approval an updated Budget incorporating such changes as 3% shall be necessary to reflect cost over-runs and implemented for the like or other changes occurring subsequent to next Annual Period until agreement is reached on the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the Company, such Budget shall be deemed approved. If the Company shall disapprove of any such Budget, the Property Manager shall submit a revised Budget, as applicable, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised new Budget. The Property Manager Managers shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties Property pursuant to the approved Budget. The Managers shall have the option to reallocate amounts among the various categories of expenses set forth in accordance the Budget related to their respective duties as set forth in the Responsibility Matrix. (C) The University and C-BB shall meet at least monthly to discuss the information contained in the monthly reports required by Section 4.2 below and determine if any adjustments to the Budget are required. (D) All corporate administrative and supervisory salaries and expenses and other corporate management overhead expenses (other than expenses for on-site employees and other off-site University housing employees included within the Budget, University overhead charges, and site related supervision by the University’s Associate or Assistant ▇▇▇▇ of Student Affairs and the regional director of C-BB, including the cost of travel included in the approved Budget) will be borne by the respective Manager out of its own funds and will not be treated as an Operating Expense. However, when it is to the financial benefit of the Property, normal on-site duties and expenses (including but not limited to staff, bookkeeping, accounting services, clerical, office supplies and equipment, telephone and postage) may be performed off-site and paid for, to the extent approved by the Finance Corporation, and treated as Operating Expenses. In addition, when feasible and to the financial benefit of the Property, the following functions and services (including but not limited to yard, cleaning and maintenance personnel, service and equipment, or regional director) will be shared with other properties, and the cost will be prorated on an equitable basis and charged to the Property. (E) C-BB management overhead expenses which will be borne by C-BB out of its own funds and which will not be treated as Property expenses shall include: (a) compensation of central office or off-site personnel employed or contracted by C-BB; (b) rent for off-site offices utilized by C-BB; telephone and utility charges incurred at such offices; office supplies; rent for and repair and maintenance of office machines used at such offices; postage used at such offices; any rental for or allocation of depreciation or amortization of any properties owned by or leased by C-BB and used in performance of its duties hereunder; (c) premiums for employee dishonesty insurance on C-BB’s employees not associated with the respective Budgets Property; and (d) premiums for general liability, worker’s compensation, or other such insurance carried by C-BB not associated with the Property. (F) C-BB shall obtain and subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. maintain employee dishonesty insurance not less than $100,000. (G) The approval of non-recurring costs Managers (at each Manager’s discretion) may maintain a management office, or other offices, classrooms, conference, computer and capital improvements in a Budget shall constitute an authorization study rooms for the Property Manager to collect bids at the Property, and the Property will make no rental charge for the expenditure same. (H) The University, C-BB and present a final recommendation the Finance Corporation agree to work together in good faith to ensure that funds are available to pay Operating Expenses during summer months when funds in the Revenue Fund (as created under the 2010 Indenture and 2012 Indenture, respectively) are insufficient to fund deposits to the Company Operating Account necessary for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval summer operation of the Company prior to incurring any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the CompanyProperty.

Budgets. The Property Manager Capital shall continue to prepare and submit to the Company for approval by Owner by November 15 of each calendar year, a proposed detailed written capital and operating and capital budget, including an itemized statement of the estimated receipts and disbursements in reasonable detail, which shall include, without limitation, reasonable detail as to employee expenses to be reimbursed to the Property Manager budget for the operation, repair and maintenance of each of the Properties (each a “Budget”), in each case for the calendar year immediately following such submission. Each Budget will be in the form approved by the Company prior to the date thereof. Thereafter, on or before the date specified each year by the Company (but not later than November 1st), the Property Manager shall prepare and submit to the Company preliminary Budgets for the next calendar year followed by final Budgets Facility for the next calendar year, incorporating showing projected expenditures and projected revenues for each such budget period (broken down by month). Cash flow projections shall accompany each operating budget. All budgets proposed by Capital shall be subject to Owner's approval in Owner's sole discretion. Owner and Capital shall endeavor to agree upon such budgets on or before December 15 of each calendar year. If Capital shall fail to prepare and submit by December 15 of any reasonable changes requested calendar year any budget requiring Owner's approval, Owner may establish the applicable budget in its sole and absolute discretion and without any requirement of any approval from or consultation with Capital. Any such budget proposed by Capital and approved by Owner or established by Owner as aforesaid is herein referred to individually and collectively as a "Budget". Until such time as the Budget for the Facility for any calendar year has been approved or established by Owner, neither Capital nor any of its officers or agents shall have any authority or power to enter into any contract or lease on behalf of the Facility or the Owner, or expend Facility or Owner funds, other than to the extent specifically approved by Owner or as set forth below. No amendment, modification, alteration, change, etc. of any Budget will be effective until the same has been approved by Owner. If at the beginning of any calendar year, the Budget or any item or portion thereof has not been approved by Owner, then: (1) Any items or portions of the Budget and amounts of expenses provided therein which shall have been so approved by Owner shall become operative immediately and Capital shall be entitled to expend funds in accordance with those operative portions; (2) Capital shall be entitled to expend, in respect of noncapital, recurring expenses in any fiscal quarter of the then current calendar year, an amount equal to the lesser of actual expenses incurred by the Company. Such Budgets shall: Facility or the budgeted amount for the corresponding fiscal quarter of the immediately preceding calendar year, as set forth on the immediately preceding calendar year Budget; provided, however, that if any contract approved by Owner provides for an automatic increase in cost thereunder after the beginning of the then current calendar year, then Capital shall be entitled to expend on behalf of the Facility and Owner the amount of such increase; and (A3) Subject to the provisions of Section III.O. hereof, Capital shall be prepared entitled to expend the Facility funds on behalf of Owner in respect of compensation payable hereunder, reimbursements hereunder in accordance with the Company’s accounting systemprovisions of subsection (2) hereof, (B) be prepared on a cash real estate taxes and assessments, emergency repairs or modified cash basis, as directed by the Company, and (C) show a month by month projection of income, expenses, capital other immediately necessary expenditures, reservesutility charges, additions or modifications to comply with applicable laws or insurance, insurance premiums for insurance policies approved by Owner, any final orders, judgments or other proceedings and other all costs or expenses related thereto, regardless of whether the Budget has been approved or whether such expenditures exceed the amounts provided for in the prior Budget; provided, however, that with respect to expenditures for non-recurring items. In connection with any acquisition of a Property by the Owneremergency situations, the Property Manager will prepare a Budget for no such Property for the remainder of the calendar year. The Company will approve or disapprove each Budget within a reasonable time after the receipt of same, but not later than thirty (30) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the Company, such Budget shall be deemed approved. If the Company shall disapprove of any such Budget, the Property Manager shall submit a revised Budget, as applicable, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not expenditure may exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties sum of $25,000 in accordance with the respective Budgets and subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior each instance without Owners' written approval of the Company prior not to incurring any liability be unreasonably withheld or obligation delayed and, with respect to expenditures for any item in excess of $10,000 that is not reflected on the applicable Budget approved emergency situations, each such expenditure must be fully documented afterwards in writing by the Companyto Owner.

Budgets. The Property (a) Manager shall prepare and submit to Owner for Owner’s approval within thirty (30) days of the Company Commencement Date and December 1st of each calendar year thereafter a proposed operating budget and capital budgetbudget (individually or collectively, including an itemized statement of the estimated receipts and disbursements in reasonable detail, which shall include, without limitation, reasonable detail as to employee expenses to be reimbursed to the Property Manager for the operation, repair and maintenance of each of the Properties (each a “Proposed Budget”). Together with the Proposed Budget, in each case the Manager shall submit to the Owner for the calendar year immediately following Owner’s approval, an annual plan for the operation of the Casino Business (each such submissionplan is referred to herein as a “Proposed Operating Plan”. Each Proposed Operating Plan shall consist of: (a) proposed plans for direct sales, direct mail, and media advertising, promotion, public relations and publicity efforts; and (b) proposed maintenance, repairs, Capital Improvements, and Capital Replacements. In the event that Owner does not approve any Proposed Budget will be in or Proposed Operating Plan submitted to it pursuant to this Section 6.01(a) within twenty (20) days of Owner’s receipt thereof, Owner shall notify Manager of its failure to approve such Proposed Budget or Proposed Operating Plan and shall set forth the form approved by the Company prior to the date thereofbasis on which such approval was denied. ThereafterWithin fifteen (15) days of Manager’s receipt of such notice from Owner, on or before the date specified each year by the Company (but not later than November 1st), the Property Manager shall prepare and submit to Owner a revised Proposed Budget and/or Proposed Operating Plan for approval and, if such revised Proposed Budget and/or Proposed Operating Plan is not approved, the Company preliminary Budgets for the next calendar year followed procedure set forth above shall continue until a Proposed Budget and/or Proposed Operating Plan prepared and submitted by final Budgets for the next calendar year, incorporating any reasonable changes requested Manager to Owner is approved (such Proposed Budget and Proposed Operating Plan approved by the Company. Such Budgets shall: (A) be prepared Owner in accordance with the Company’s accounting system, (B) foregoing procedure respectfully referred to herein as the “Approved Budget” and the “Approved Operating Plan”). Any Approved Budget and Approved Operating Plan shall be prepared on a cash or modified cash basis, as directed by the Company, effective Approved Budget and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring itemsApproved Operating Plan for the period in question. In connection with any acquisition of the event that a Property by the Owner, the Property Manager will prepare a Proposed Budget for such Property for the remainder of the calendar year. The Company will approve or disapprove each Budget Proposed Operating Plan is not approved within a reasonable time after the receipt of same, but not later than thirty (30) days after of the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested Commencement Date, or by the Company. At commencement of the next calendar year as the case may be, then the Approved Budget and/or Approved Operating Plan in effect as of the Commencement Date, or for the prior year as the case may be, shall remain in effect for the succeeding year, until such time as the Company shall request, which in no event shall exceed three a new Approved Budget and/or Approved Operating Plan is approved by Owner. (3b) requests per calendar year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the Company, such Budget shall be deemed approved. If the Company shall disapprove of any such Budget, the Property Manager shall submit a revised Budget, as applicable, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its utilize commercially reasonable efforts to ensure comply in all material respects with the Approved Budget to the extent that such expenditures are within Manager’s reasonable control. Manager shall compare results of operations with the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties Approved Budget on a monthly basis and, in accordance with the respective Budgets Section 4.02, review same with Owner, and subject make any necessary adjustments to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs forecasts, in consultation with Owner and capital improvements in as approved by Owner, on a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting quarterly basis or at any other limitation imposed by this Property Management Agreement and except time as may be expressly provided necessary pursuant to Section 3.03 for matters requiring Owner’s prior approval. (c) Either the contrary elsewhere Manager or the Owner may submit revisions in this Property Management Agreementthe Approved Budget, and/or Approved Operating Plan from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of income or expense, provided, that any revisions proposed by the Manager shall be effective only upon the Owner’s prior written approval, which shall not be unreasonably withheld or denied. Notwithstanding the above, the Property Manager shall secure have the prior written approval of right to reallocate line items in the Company prior Approved Budget (not to incurring any liability or obligation exceed [***] per line item for any line item of [***] or greater), provided, that there is no aggregate change in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the CompanyApproved Budget.

Budgets. The Property Manager shall implement the Budget and shall be authorized, without the need for further approval by the Members, to make the expenditures and incur the obligations provided for in the Budget, except that if the total expenditures and obligations for any Project exceed the total expenditures provided for such Project in the Budget by the lesser of (x) Seventy Five Thousand Dollars ($75,000) or (y) ten percent (10%), then any such expenditures shall be subject to the consent of GRI and Regency, not to be unreasonably withheld. Each year the Manager shall prepare and submit a new Budget to GRI and Regency for approval, consistent with the internal procedures used by the Manager for its own properties. Prior to the Company a proposed operating and capital budget, including an itemized statement consummation of the estimated receipts 20% Purchase but not thereafter, MCW LLC shall have the right to approve any Budget in which budgeted net operating income varies by ten percent (10%) or more from the prior year’s Budget. A copy of each Budget shall be provided to Regency and disbursements in reasonable detail, which shall include, without limitation, reasonable detail as GRI for their approval (and to employee expenses to be reimbursed MCW LLC for its information and for its approval if applicable pursuant to the Property Manager for the operation, repair and maintenance prior sentence) no later than November 1 of each of the Properties (each a “Budget”), in each case for the calendar year immediately following such submissionpreceding the calendar year to which the Budget applies. Each If Regency, GRI and, if applicable, MCW LLC fail to agree on a Budget will be in the form approved by the Company prior to the date thereof. Thereafter, on or before the date specified each year by the Company (but not later than November 1st)for any year, the Property Manager shall prepare and submit to the Company preliminary Budgets Budget in effect for the next calendar preceding year followed by final Budgets for shall remain in effect at the next calendar yearProject and Company levels, incorporating any reasonable changes requested by the Company. Such Budgets shall: except that (Ai) no Capital Expenditures shall be prepared in accordance with the Company’s accounting systemmade, (Bii) invoices for taxes, insurance, utilities, snow removal and other similar expenses necessary to operate the Projects shall be prepared on a cash or modified cash basis, as directed by the Companypaid, and (Ciii) show a month by month projection appropriate adjustments in other items of incomeincome and expense shall be made based on variances in occupancy, expensesscheduled contract price increases and the increase in the Consumer Price Index-All Urban Consumers, capital expendituresU.S. City Average, reserves, and other non-recurring items. In connection with any acquisition of a Property by since the Owner, the Property Manager will prepare a Budget for such Property for the remainder beginning of the calendar preceding year. The Company will approve or disapprove each Budget within Any matter requiring approval by a reasonable time after the receipt of same, but not later than thirty (30Member under this Section 6.1(b) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the Company, such Budget shall be deemed approved. If the Company shall disapprove of any approved if a Member fails to respond to a Notification regarding such Budget, the Property Manager shall submit a revised Budget, as applicable, matter within ten (10) days of Business Days following receipt of notice of disapproval, and thereof; provided that in order for such deemed approval to be effective the Company shall have ten Notification must begin with the following in bold capitalized letters: FAILURE TO RESPOND TO THIS NOTIFICATION WITHIN TEN (10) days to provide notice to the Property Manager if it disapproves BUSINESS DAYS SHALL RESULT IN A DEEMED APPROVAL UNDER SECTION 6.1(B) OF THAT CERTAIN SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MACQUARIE COUNTRYWIDE-REGENCY II, LLC. The text of any such further revised Budget. The Property Manager Notification shall implement each Budget and use its commercially reasonable efforts to ensure that be modified as appropriate if the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval name of the Company prior to incurring any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the Companychanged.

Budgets. The Property Manager By ** of each calendar year (beginning with calendar year 2015), the Operator shall prepare and submit the following budgets and forecasts for the upcoming year (to the Company a proposed extent such budgets or forecasts are applicable to such upcoming year) to the Board for approval and to the appropriate Members for Requisite Member Approval in accordance with Section 6.12: (a) (i) an operating and capital expenditure oversight budget, including an itemized statement which shall consist of the estimated receipts and disbursements in reasonable detail, operating expenditure budget broken down by general categories of expenses for categories exceeding **; (ii) a capital expenditure budget which shall include, without limitation, reasonable detail as to employee expenses to be reimbursed to the Property Manager for extent applicable, maintenance capital expenditures and growth capital expenditures; (%4) a cost of goods sold budget or forecast; (iv) a volume budget or forecast; (v) a revenue budget or forecast; and (vi) a forecast of distributions or Capital Contributions (collectively, the operation, repair and maintenance of each of the Properties (each a “Proposed Budget”). (b) The Board and the Members with Requisite Member Approval rights shall have until ** of the following year to review and to either approve or to reject the Proposed Budget, in each case for whole or in part. Any rejection of the Proposed Budget in whole or in part must be made in good faith, based on commercially reasonable standards and submitted in writing to the Board, the other Members with Requisite Member Approval rights and the Operator and must describe proposed modifications in reasonable detail (a “Budget Rejection Notice”). If a Budget Rejection Notice is not received by such date, then the Proposed Budget will be deemed to be approved in all respects. If a Budget Rejection Notice is received by such date, the Operator, the Board and the Members with Requisite Member Approval rights to approve the Proposed Budget will work together in good faith to promptly resolve the issues identified in a mutually agreeable manner. If the Proposed Budget is not approved, or in the event of a dispute if such dispute is not resolved, prior to the commencement of the calendar year immediately following such submission. Each to which the Proposed Budget will relates, the Approved Budget for the prior calendar year, increased by the percentage increase in the CP Index since the first day of the previous calendar year, shall be in effect until the form Proposed Budget is approved or any such dispute is resolved. In the event of a dispute, if such dispute is not resolved by February 15th of the calendar year to which the Proposed Budget relates, such dispute shall be submitted to arbitration pursuant to Section 6.15(d) below. The Proposed Budget as approved, or as deemed approved, by the Board and Requisite Member Approval in accordance with Section 6.12, and as modified in accordance with Section 6.15(c) below, is referred to herein as an “Approved Budget.” (c) Subject to the remaining provisions of this clause (c), the Operator shall update the Approved Budget from time to time to reflect amendments or modifications that the Operator deems necessary or appropriate, and shall promptly provide such updates to the Board; provided, that any material deviations which require the consent of the Board or Requisite Member Approval in accordance with Section 6.12(c) or otherwise shall not become part of the Approved Budget unless approved by the Company prior to the date thereof. Thereafter, on or before the date specified each year Board and Requisite Member Approval. (d) The binding arbitration shall be administered by the Company American Arbitration Association (but not later than November 1st“AAA”) in accordance with its Commercial Arbitration Rules (the “Rules”). The “Arbitration Panel” shall consist of three members. The Class A Members and the Class B Members, the Property Manager shall prepare and submit to the Company preliminary Budgets for the next calendar year followed by final Budgets for the next calendar year, incorporating any reasonable changes requested acting by the Companyvote of Members holding Class A Interests or Class B Interests with an aggregate Class A Percentage Interest or Class B Percentage Interest, respectively, equal to or exceeding 50% shall appoint one member of the Arbitration Panel. Such Budgets shall: (A) The third member of the Arbitration Panel shall be prepared chosen by the appointed members and shall act as chairman of the Arbitration Panel. Should any arbitrator fail to be appointed in accordance with the Company’s accounting systemforegoing, (B) then such arbitrator shall be prepared on a cash or modified cash basis, as directed appointed by the Company, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare a Budget for such Property for the remainder of the calendar year. The Company will approve or disapprove each Budget within a reasonable time after the receipt of same, but not later than thirty (30) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the Company, such Budget shall be deemed approved. If the Company shall disapprove of any such Budget, the Property Manager shall submit a revised Budget, as applicable, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties AAA in accordance with the respective Budgets Rules. The arbitration shall be held in Houston, Texas, and subject the proceeding shall be conducted and concluded as soon as reasonably practicable, based upon the schedule established by the Arbitration Panel, but in any event the decision of the Arbitration Panel shall be rendered within 90 days following the selection of the chairman of the Arbitration Panel. The decision of the Arbitration Panel shall be final and binding upon the Company and the Members. Judgment upon the award rendered by the Arbitration Panel may be entered in, and enforced by, any court of competent jurisdiction. Each class of Members shall bear its own expenses related to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs arbitration, including its attorneys’ fees and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure fees and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval expenses of the Company prior to incurring any liability or obligation for any item in excess arbitrator it appointed. Each class of $10,000 that is not reflected on Members shall pay 50% of the applicable Budget approved in writing by fees and expenses of the Companychairman of the Arbitration Panel.

Budgets. For each Fiscal Year, the activities and operations of the Company for such period shall be set forth in the applicable approved Budget. Each Budget shall be prepared and approved or disapproved by the Board in the following manner: (a) The Property Manager Members agree that attached hereto as Annex A is the Budget for Calendar Year 2010, which is hereby ratified and deemed approved by Unanimous Consent. (b) On or before November 1st of each Calendar Year, the Managing Member shall prepare and submit to the Company a proposed operating and capital budget, including an itemized statement for approval of the estimated receipts and disbursements in reasonable detail, which shall include, without limitation, reasonable detail as to employee expenses to be reimbursed to the Property Manager Board a budget for the operation, repair and maintenance of each of Company’s activities for the Properties following Fiscal Year (each a the “Budget”), which budget shall incorporate and include the Operating Budgets of the Company for such Calendar Year provided by the Operators pursuant to the O&R Agreements, the management fee described in each Section 6.12, the Facility Plan Budget for any Facility Opportunity being pursued in accordance with Section 2.9(b)(iii) or 2.9(c), and any other expenditures the Managing Member anticipates will be required to be made by the Company during such Calendar Year. (c) Each Board Member may dispute any item of the proposed Budget (except for any previously approved AFE Requests and aspects of any Facility Plan Budget for any Facility Opportunity being pursued in accordance with Section 2.9(b)(iii) or 2.9(c), which may not be disputed), except that in the case of the management fee described in Section 6.12, the Board Members appointed by the Member not serving as the Managing Member may only dispute amendments thereto. (d) The Board Members shall use reasonable efforts to resolve any disagreements and approve or disapprove a Budget (including the Operating Budgets incorporated therein) no later than 60 days prior to the beginning of the next succeeding Calendar Year. If the Board is unable to resolve any disagreement regarding any item in the Budget (including any Operating Budget incorporated therein) by the 30th day prior to the beginning of the next succeeding Calendar Year, then (i) the Board shall attempt to resolve such disagreement pursuant to Section 13.4 prior to the beginning of any Calendar Year and (ii) until the Board resolves any dispute, any such item that was budgeted in the prior Calendar Year’s Budget shall be considered to be included in the next Calendar Year’s Budget, in the same manner and in an amount equal to 110% of the corresponding amount budgeted for the calendar year immediately following prior Calendar Year (but otherwise such submission. Each Budget will disputed item shall not be deemed included in the form next Calendar Year’s Budget). Upon the resolution of any disputed items by the Board, the Budget, as amended to include the applicable item or items, as resolved, shall be considered approved by the Company prior Board. (e) If, (i) at any time, the Managing Member receives an AFE Request from an Operator pursuant to such Operator’s O&R Agreement, or (ii) during the period covered by an approved Budget, the Managing Member determines that an adjustment to the date thereof. Thereafterestimated costs set forth in such Budget is necessary or appropriate, on or before then the date specified each year by the Company Managing Member shall (but not later than November 1st), the Property Manager shall prepare and if required pursuant to Section 6.3) submit to the Company preliminary Budgets Board for the next calendar year followed by final Budgets for the next calendar year, incorporating any reasonable changes requested by the Company. Such Budgets shall: (A) be prepared in accordance with the Company’s accounting system, (B) be prepared on a cash approval such AFE Request or modified cash basisan adjusted Budget, as directed by the Companyapplicable, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare a Budget for setting forth such Property for the remainder of the calendar yearadjusted or additional line items as are necessary or required. The Company will Board shall approve or disapprove each Budget within a reasonable time after reject the receipt of same, but not later than thirty (30) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like AFE Request or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the Company, such Budget shall be deemed approved. If the Company shall disapprove of any such Budget, the Property Manager shall submit a revised adjusted Budget, as applicable, within ten (10) 15 days of after receipt of notice of disapprovalsuch adjusted Budget, and upon such approval or the Company failure of the Board to reject the AFE Request or adjusted Budget, as applicable, within such 15 day period, the AFE Request or adjusted Budget shall have ten become effective (10and, if applicable, the Budget shall be amended to include the applicable items). (f) days to provide notice Notwithstanding anything in this Section 6.4 or 6.3 to the Property Manager if it disapproves of any such further revised Budget. The Property Manager contrary, the Managing Member shall implement each be permitted to adjust the Budget and use its commercially reasonable efforts to ensure that approve any AFE Request without first receiving the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval Consent of the Company prior Board or the Members so long as the proposed variance and adjustment from the previously approved Budget does not vary (i) as to incurring any liability individual line item, by more than 10% from the previously approved amount for such item; (ii) in the aggregate, more than 5% of the aggregate previously approved Budget, or obligation for (iii) as to any item in excess element of $10,000 the previously approved Budget that is not reflected on the applicable Budget approved in writing by the Companyqualified as to a dollar amount, not materially different than such element as previously approved.

Budgets. The Property Manager Not later than October 1 (or as otherwise approved by Manager) of each calendar year, Subcontractor shall prepare and submit to the Company a proposed Manager for approval an operating Budget and capital budget, including an itemized statement of the estimated receipts and disbursements in reasonable detail, which shall include, without limitation, reasonable detail as to employee expenses to be reimbursed Budget with respect to the Property Manager for the operation, repair and maintenance of each of the Properties (each a “Budget”), in each case for the calendar year immediately following such submission. Each Budget will The Budgets shall be in the form of the Budget approved by the Company Manager prior to the date thereof. ThereafterAs often as reasonably necessary during the period covered by any such Budget, on or before the date specified each year by the Company (but not later than November 1st), the Property Manager shall prepare and Subcontractor may submit to the Company preliminary Budgets Manager for the next calendar year followed by final Budgets for the next calendar year, incorporating any reasonable changes requested by the Company. Such Budgets shall: (A) be prepared in accordance with the Company’s accounting system, (B) be prepared on a cash or modified cash basis, as directed by the Company, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare a Budget for such Property for the remainder of the calendar year. The Company will approve or disapprove each Budget within a reasonable time after the receipt of same, but not later than thirty (30) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company Manager does not disapprove of any such revised Budget within 30 sixty (60) days after receipt thereof by the CompanyManager, such Budget shall be deemed approved. If the Company Manager shall disapprove of any such Budget, it shall so notify Subcontractor within said sixty (60) day period and explain the Property reasons therefor. If Manager disapproves of any Budget, Subcontractor shall submit a revised Budget, as applicable, Budget within ten (10) days of after receipt of the notice of disapproval, and the Company Manager shall have ten (10) days to provide notice to the Property Manager Subcontractor if it disapproves of any such further revised Budget. The Property Manager Any such Budget approved by Manager, including any amendments thereto approved by Manager, shall implement be herein referred to as the “Budget”. Subcontractor will not incur any costs other than those estimated in any Budget, except for: (a) tenant improvements and real estate commissions required under a Lease and approved by Manager; (b) maintenance or repair costs under Five Thousand and No/100 Dollars ($5,000.00) per each Budget Property, to a maximum of two and one-half percent (2.5%) of the Budget’s line item for such expense; (c) costs incurred in emergency situations in which action is immediately necessary for the preservation or safety of the Property, or for the safety of occupants or other persons (or to avoid the suspension of any necessary service of the Property); and (d) expenditures for real estate taxes and assessments with respect to the Property. Subcontractor will use its commercially reasonable diligent efforts to ensure that operate within the actual cost of operating each Property shall not exceed the applicable approved Budget. The Budgets Any bonuses paid to employees of Subcontractor (whether or not shown on a budget approved by Manager or Owner) shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and always be subject to the provisions specific written approval of Manager immediately prior to the actual payment of such bonuses, and absent such specific written approval Subcontractor shall be responsible for the payment of such bonuses out of Subcontractor’s own funds. Upon expiration or termination of this Property Management Agreement, Subcontractor shall be reimbursed only for unused vacation time or other employee benefits owed to an employee that accrued during the term of this Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation while such employee was dedicated to the Company for expenditure of monies to implement such items called for in such BudgetProperty. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided Notwithstanding anything to the contrary elsewhere set forth in this Property Management Agreement, if this Agreement is terminated at the Property Manager request of Subcontractor, then Subcontractor shall secure the prior written approval pay from its own funds any costs incurred by reason of the Company prior to incurring termination of any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the CompanySubcontractor’s employees.

Budgets. The Property Manager A. An annual budget shall prepare be prepared by the utility management staff for each utility system operating fund, in accordance with this Section and submit with the Uniform Fiscal Procedures Act for Utah Cities, to provide a complete financial plan for operations, setting forth the Company following in tabular form: 1. Actual revenues and expenditures in the last completed fiscal year; 2. Budget estimates for the current fiscal year; 3. Actual revenues and expenditures for a proposed operating and capital budgetperiod of six to nine months, including an itemized statement as appropriate, of the estimated current fiscal year; 4. Estimated total revenue and expenditures for the current fiscal year; 5. Estimates of revenues and expenditures for the upcoming budget year; 6. An estimate of all capital projects which the Board and Management Staff believe should be undertaken within the next five succeeding years and the proposed method of payment for such projects; 7. The latest available balance of capital accounts maintained by the Management Staff; 8. A summary and review of rates, fees and charges for services rendered by the Utility System, with a summary of ▇▇▇▇▇▇▇▇ and actual receipts in each rate, fee or charge category for: i. the current fiscal year, and ii. the previous completed fiscal year; 9. A summary of accounts receivable as of: i. the end of the last month of operation for which such data is available including losses and disbursements in reasonable detailuncollectible accounts for the current fiscal year to date; and ii. the end of the last completed fiscal year including losses and uncollectible accounts for the year. 10. A budget message, which shall includeexplain the budget, without limitation, reasonable detail as to employee expenses to be reimbursed to containing an outline of the Property Manager proposed financial policies of the utility department for the operationbudget year, repair and maintenance shall describe in connection therewith the important features of the budgetary plan. It shall set forth a reason for material changes from the previous year and appropriation and revenue items. B. On or before April 15th of each of the Properties (each a “Budget”), in each case for the calendar year immediately following such submission. Each Budget will be in the form approved by the Company prior to the date thereof. Thereafter, on or before the date specified each year by the Company (but not later than November 1st)year, the Property Manager Management Staff shall prepare and submit to the Company preliminary Budgets a proposed budget for the next calendar fiscal year followed by final Budgets and present it to the Utility Board and the Managers of both cities. The Board shall review the tentative budget and, if it determines that the proposed budget would be fiscally responsible, recommend the proposed budget for the next calendar year, incorporating any reasonable changes requested adoption by the Company. Such Budgets shall: (A) be prepared in accordance with the Company’s accounting system, (B) be prepared on a cash or modified cash basis, as directed by the Company, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare a Budget for such Property for the remainder of the calendar year. The Company will approve or disapprove each Budget within a reasonable time after the receipt of same, but not later than thirty (30) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such periodCities. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by Board determines that adjustments to the Companyproposed budget are necessary, such Budget it shall submit its written opinion to each City’s Governing Body, explaining the recommended adjustments and the basis therefor. . C. Upon final adoption, the budget shall be deemed approved. If the Company shall disapprove of any such Budget, the Property Manager shall submit a revised Budget, as applicable, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed in effect for the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval of the Company prior to incurring any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the Companybudget year.

Budgets. The Property (a) As part of the Manager's responsibilities under this Agreement, the Manager shall prepare annual capital and operating budgets for the Practice for each budget period in accordance with the provisions of this Section 3.18. As used herein, a budget period means a fiscal year of Practice unless otherwise provided. With respect to each budget period following the initial budget period, the Manager shall prepare and submit deliver a preliminary draft of each such budget to the Company a proposed operating and capital budget, including an itemized statement of the estimated receipts and disbursements in reasonable detail, which shall include, without limitation, reasonable detail as to employee expenses to be reimbursed to the Property Manager for the operation, repair and maintenance of each of the Properties (each a “Budget”), in each case for the calendar year immediately following such submission. Each Budget will be in the form approved by the Company Advisory Board at least 30 days prior to the date commencement of the budget period to which such budget relates. The Advisory Board shall provide any comments or suggested changes to such preliminary drafts to the Manager within 15 days after receipt thereof. Thereafter, on or before The Manager shall then submit a revised budget to the date specified each year Advisory Board for approval by the Company (Advisory Board no later than 15 days after the end of the 15-day period referred to in the immediately preceding sentence. The Advisory Board shall then approve or disapprove of, but not later than November 1st)modify or amend the budget within 15 days of receiving it. The foregoing time periods during which drafts of the budget are to be delivered and approved shall be subject to adjustment from time to time as determined appropriate by the Advisory Board and Manager. If prior to the commencement of any budget period, the Property Advisory Board has not yet approved the budget, then the Manager shall prepare and submit the Advisory Board will work diligently in good faith to obtain such approvals, and until such approvals are obtained, with respect to the Company preliminary Budgets for budget, (i) as to any disputed line items, the next calendar year followed by final Budgets for immediately preceding budget period's budget shall be controlling until such time, if any as agreement is reached on the next calendar yearamounts to be allocated to such disputed line items, incorporating any reasonable changes requested by the Company. Such Budgets shallspecifically as follows: (A) non-recurring or extraordinary items shall not be prepared in accordance with continued from the Company’s accounting systembudget for the immediately preceding budget period, (B) if the previous budget was for a budget period of less than 12 months, it shall be prepared on a cash annualized, (C) all items subject to an automatic increase, such as rent and taxes, shall be budgeted at the increased rate (D) for items such as employee salaries and benefits, the total salary and benefits number shall be adjusted to take into account changes in the number and classifications of employees employed or modified cash basiscontracted, (ii) as directed to any line items which are not in dispute, the revised budgets submitted by the CompanyManager shall control, and (CE) show those items reasonably deemed medically necessary by Practice shall be acquired. With respect to the initial budget for calendar year 1998, Manager shall deliver a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare a Budget for such Property for the remainder draft of the calendar year. The Company will approve or disapprove each Budget annual budget to the Advisory Board within a reasonable time after the receipt of same, but not later than thirty sixty (3060) days after of the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such perioddate of this Agreement. If the Company does Advisory Board has not disapprove approved the budget for 1998 within one hundred twenty (120) days of such revised Budget within 30 days after receipt thereof by the Companydate of this Agreement, such Budget actual 1997 costs of HMFM Partnership and its constituent partner practices shall be deemed approved. If to be the Company shall disapprove "immediately preceding budget period's budget" for purposes of any such Budget, this paragraph. (b) The parties agree that the Property Manager shall submit a revised Budgethave the authority and discretion to reallocate cost and expense line items within the budget, so long as applicable, the pre-tax income targets within ten such budgets are not adversely impacted. (10c) days Manager agrees that expenses of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Practice which are shared by other practices being managed by Manager shall implement each Budget be allocated as "Practice Expenses" to Practice and use its commercially reasonable efforts to ensure that the such other practices based on actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property expenses incurred where such expenses are directly identifiable by Manager to expend necessary monies to manage and operate the Properties or on a pro rata basis in accordance with the respective Budgets "Net Practice Revenues" of Practice and subject to the provisions of this Property Management Agreement until subsequent Budgets are approvedsuch other practices, or such other fair and reasonable basis as Manager may determine. The approval of non-recurring Such expenses shall not include Manager's corporate overhead or costs and capital improvements in associated with establishing a Budget shall constitute an authorization regional office for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval of the Company prior to incurring any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the CompanyManager.

Budgets. The (a) As soon as reasonably possible after the Effective Date, Property Manager shall prepare and submit to the Company Owner for Owner’s approval, a proposed pro forma operating budget and capital budget, including forecast on an itemized statement accrual basis of the estimated receipts income and disbursements in reasonable detail, which shall include, without limitation, reasonable detail as to employee expenses to be reimbursed to for the Property Manager (“Operating Budget”) and a budget of Property capital expenditures (“Capital Budget”) for the promotion, operation, repair and maintenance of the Property for the current calendar year. Thereafter, the proposed annual budgets for each subsequent calendar year shall be delivered annually to Owner for approval on or before November 1 of the Properties (each a “Budget”), in each case for the calendar year immediately following preceding each such submission. Each Budget will be in the form approved by the Company prior to the date thereof. Thereafter, on or before the date specified each year by the Company (but not later than November 1st), the Property Manager shall prepare and submit to the Company preliminary Budgets for the next calendar year followed by final Budgets for the next calendar year, incorporating any reasonable changes requested by the Company. Such Budgets shall: (A) be prepared in accordance with the Company’s accounting system, (B) be prepared on a cash or modified cash basis, as directed by the Company, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare a Budget for such Property for the remainder of the subsequent calendar year. The Company Owner will review and either approve or disapprove each Budget disapprovesuch budgets within a reasonable time after the receipt of same, but not later than thirty (30) days after submittal. The budgets will include, without limitation, anticipated leasing activities, capital improvements, major operating expenses and projected monthly income statements for the submission thereof calendar year. Owner will consider such proposed budgets and will consult with Property Manager in the period prior to the Companycommencement of each subsequent calendar year in order to agree upon an approved Operating Budget and Capital Budget. The Property Manager will make any reasonable changes to each Budget that are requested Such budgets as so approved by Owner (herein collectively, “Approved Budget”) shall provide sufficient funds for the Company. At such time as the Company shall requestpromotion, which in no event shall exceed three (3) requests per calendar yearoperation, repair and maintenance of the Property Manager shall submit to in accordance with the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof Operating Standard. (b) Once approved by the CompanyOwner, such Budget shall be deemed approved. If the Company shall disapprove of any such Budget, the Property Manager shall submit a revised Budget, as applicable, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget the Approved Budget, and use its commercially reasonable efforts shall be authorized without the need of further approvals to ensure that make the actual cost of operating each Property shall not exceed expenditures and incur the applicable obligations provided for in such Approved Budget. The Budgets shall constitute During any calendar year, either party may propose a revised Operating Budget based on changed circumstances. If the parties hereto fail to agree upon an authorization Operating Budget for any subsequent calendar year prior to the commencement thereof, then pending final approval by Owner, Property Manager to expend necessary monies shall continue to manage and operate the Properties Property in accordance with the respective Budgets and subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Approved Budget shall constitute an authorization for the previous calendar year; except that pending such approval, Property Manager may exceed the previous year’s Approved Budget for contractual and other actual cost increases necessary to collect bids for the expenditure operate a first class office building and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The related improvements, provided that Property Manager shall provide supporting information reasonably requested by not make any discretionary expenditures that are not necessary for the Company in connection with their review operation of any Budget submitted by the Property Manager in accordance with the Operating Standard unless and until the Owner approves an Approved Budget for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval of the Company prior to incurring any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the Companysuch year.

Budgets. The Property Manager Managing Member has previously prepared as part of the Preliminary Business Plan, an overall life of the Project income, expense and capital expenditure budget, a copy of which has been delivered to each Member, and shall prepare and prior to September 1, 2000 submit to the Company Executive Committee for approval a proposed operating revised overall life of the Project income, expense and capital budgetexpenditure budget ("Initial Budget"). If UPK does not approve the Initial Budget in writing by September 30, including 2000, which UPK may do or not do for any reason in its sole discretion, the Initial Budget shall be deemed disapproved. If UPK shall disapprove the Initial Budget in writing or the Initial Budget shall be deemed disapproved under the immediately preceding sentence, then there shall be an itemized statement Automatic Termination of the estimated receipts and disbursements in reasonable detailCompany under the Voluntary Termination Rights as of September 30, which shall include, without limitation, reasonable detail as to employee expenses to be reimbursed to 2000.The Members recognize that the Property Manager for the operation, repair and maintenance of each of the Properties (each a “Budget”), in each case for the calendar year immediately following such submission. Each Initial Budget will be in based upon the form Initial Conceptual Plan and the Initial Conceptual Business Plan, and as refinements or modifications are made to the latter items, that the Initial Budget will have to be further refined. In addition, the Managing Member will prepare for approval by the Executive Committee proposed budgets ("Proposed Budgets") for the Business Activities for each phase of the Project to be developed under the Approved Business Plan on an annual basis which will include both general administrative costs and expenses and construction costs and expenses which are expected to be incurred during the budget year. The Proposed Budgets will be prepared at a level of detail customary for projects of the size and scope comparable to the Project and shall include the timing of projected expenditures. The Proposed Budgets and any refinements or modifications to the Initial Budget or any Proposed Budget proposed by any Member shall be subject to approval by the Executive Committee. The Initial Budget, any Proposed Budget and any refinements or modifications thereof approved by the Company prior to Executive Committee will constitute the date thereof. Thereafter, on or before the date specified each year by the Company (but not later than November 1st), the Property Manager shall prepare and submit to the Company preliminary Budgets "Budgets" for the next calendar year followed by final Budgets for the next calendar year, incorporating any reasonable changes requested by Project and the Company. Such Any disagreements with respect to the Budgets shall: (A) and any refinements or modifications thereto will be prepared subject to the Disagreement Resolution procedure set forth in Section 5.12 and the Budget shall be adjusted in accordance with the Company’s accounting system, (B) be prepared on a cash or modified cash basis, as directed by the Company, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare a Budget for such Property for the remainder Decision of the calendar year. The Company will approve or disapprove each Budget within a reasonable time after the receipt of same, but not later than thirty (30) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the Company, such Budget shall be deemed approved. If the Company shall disapprove of any such Budget, the Property Manager shall submit a revised Budget, as applicable, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval of the Company prior to incurring any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the CompanyFacilitator.

Budgets. The Property Manager (a) By November 1st of each year, Operator shall prepare and submit to the Company for approval a proposed operating detailed maintenance, operating, and capital budget setting out the amounts Operator proposes to expend for such purposes during the next calendar Year, which budget shall, to the extent practicable, provide for a breakdown of expenses and expenditures on a Monthly basis, by Category of Expenditure and by asset as defined by Operator. Upon Company approval of such budget, including an itemized statement Operator shall have the authority to award and execute contracts within the expenditure limits set forth in such budget. When expense and capital appropriation requests are not required (such as with annual maintenance contracts), Operator shall have the authority to award and execute such contracts without additional Company approval, subject to Section 2.05 of this Agreement. (b) If it appears at any time after Operator receives a budget approved by Company that the total actual expenditures for any calendar Year will exceed the total annual budgeted amount for such calendar Year, Operator shall notify Company of such expected excess expenditure as part of the estimated receipts and disbursements in reasonable detail, which shall include, without limitation, reasonable detail as to employee expenses to be reimbursed to normal Monthly billing process. If it subsequently appears that the Property Manager total actual expenditures for the operation, repair and maintenance of each any calendar Year will exceed ten percent (10%) of the Properties total annual budgeted amount (each a “BudgetOverrun”), in each case for the calendar year immediately following such submission. Each Budget will be in the form approved by the Company prior to the date thereof. Thereafter, on or before the date specified each year by the Company (but not later than November 1st), the Property Manager shall prepare and submit to the Company preliminary Budgets for the next calendar year followed by final Budgets for the next calendar year, incorporating any reasonable changes requested by the Company. Such Budgets shall: (A) be prepared in accordance with the Company’s accounting system, (B) be prepared on a cash or modified cash basis, as directed by the Company, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare a Budget for such Property for the remainder of the calendar year. The Company will approve or disapprove each Budget within a reasonable time after the receipt of same, but not later than thirty (30) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar year, the Property Manager Operator shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent amendment to the prior Budget during then-applicable budget, together with an explanation of the reason(s) for the anticipated budget Overrun. As soon as practicable following the last Day of each Month, Operator shall submit to Company a Monthly report comparing actual expenditures for such period. If the Company does not disapprove of Month to budgeted operating expenses and capital projects for such revised Budget within 30 days after receipt thereof by the Company, such Budget shall be deemed approved. If the Month. (c) Company shall disapprove notify Operator in writing of the approval or disapproval of any such Budget, the Property Manager shall submit a revised Budget, as applicable, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval of the Company prior to incurring any liability proposed budget or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved amendment thereto in writing by the Company.within fifteen

Budgets. 2.5.1 The Property Manager shall prepare has prepared and submit submitted to the Company a proposed Tenants in Common herewith an initial capital and operating and capital budget, including an itemized statement of the estimated receipts and disbursements in reasonable detail, which shall include, without limitation, reasonable detail as to employee expenses to be reimbursed to the Property Manager for the operation, repair and maintenance of each of the Properties budget (each a “Budget”) on a monthly cash basis for the promotion, operation, leasing (including leasing parameters for the Property), in each case for repair, maintenance and improvement of the calendar year immediately following such submission. Each Budget will be in the form approved by the Company prior to the date thereof. Thereafter, on or before the date specified each year by the Company (but not later than November 1st), the Property Manager shall prepare and submit to the Company preliminary Budgets for the next calendar year followed by final Budgets for the next calendar year, incorporating any reasonable changes requested by the Company. Such Budgets shall: (A) be prepared in accordance with the Company’s accounting system, (B) be prepared on a cash or modified cash basis, as directed by the Company, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare a Budget for such Property for the remainder of the current calendar year. The Company will approve or disapprove each Budget within a reasonable time after By the receipt execution of same, but not later than thirty (30) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar yearthis Agreement, the Property Manager shall submit Tenants in Common are deemed to have accepted the Company for its approval an updated initial Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the Company, such Budget shall be deemed approved. If the Company shall disapprove of any such Budget, the Property Manager shall submit a revised Budget, as applicable, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budgetattached hereto. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject deliver to the provisions of this Property Management Agreement until subsequent Budgets are approved. The Tenants in Common for approval of non-recurring costs and capital improvements in by a majority thereof, each a Budget shall constitute an authorization for each subsequent calendar year on or about December 15th of the Property Manager to collect bids for calendar year before the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budgetbudget year, or as soon as possible thereafter. The Property Manager shall provide supporting the Tenants in Common with such information regarding the Budget as may be, from time to time, reasonably requested by the Company Tenants in connection Common. Each Tenant in Common shall be deemed to have approved the Budget unless the Tenant in Common provides a written notice indicating the specific objection to the specific Budget item within fifteen (15) days from receipt of the Budget. The Property Manager may at any time submit to the Tenants in Common for approval by a majority thereof a revised Budget. The Tenants in Common agree to use their best efforts to respond to any request to approve the Budget. In the event that the Tenants in Common do not approve of the Budget, the Tenants in Common shall negotiate in good faith with their review of any Budget submitted by the Property Manager and the other Tenants in Common to obtain an acceptable Budget. The Property Manager may proceed under the terms of the proposed Budget for its reviewitems that are not objected to and may take any action with respect to items not approved for Emergency Expenditures (as defined in Section 2.5.2). Without affecting any other limitation imposed by this Property Management Agreement and except In the event that the items that are objected to are operational expenditures, as may be expressly provided opposed to the contrary elsewhere in this Property Management Agreementcapital expenditures, the Property Manager shall secure be entitled to oversee and supervise the operation of the Property using the prior written year's budget until the approval of is obtained. The Property Manager shall provide the Company prior Tenants in Common with such information regarding the Budget as may be, from time to incurring any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing time, reasonably requested by the CompanyTenants in Common. The Property Manager may at any time submit a revised Budget to the Tenants in Common for approval by a majority thereof. 2.5.2 The Property Manager shall charge all expenses to the proper account as specified in the Budget, provided that the Property Manager may reallocate savings from one line item to other line items. The Property Manager shall submit (subject to the same procedures as set forth in Section 2.5.1) a revised Budget to the Tenants in Common before making any expenditure not within the budget unless the expenditure is (a) less than Fifty Thousand Dollars ($50,000) or (b) is, in the Property Manager’s reasonable judgment, required to avoid personal injury, significant property damage, a default under any loan encumbering the Property, a violation of applicable law or the suspension of a service (collectively, “Emergency Expenditure”).

Budgets. For each Fiscal Year, the activities and operations of the Company for such period shall be set forth in the applicable approved Budget. Each Budget shall be prepared and approved or disapproved by the Board in the following manner: (a) The Property Manager Operator pursuant to the terms of the Pipeline Operating Agreement or any successor agreement with an Operator shall prepare and submit to the Company a proposed operating and capital budget, including an itemized statement for approval of the estimated receipts Board the Operating Budget and disbursements in reasonable detailthe Capital Budget (individually and collectively, which shall include, without limitation, reasonable detail as to employee expenses to be reimbursed to the Property Manager for the operation, repair and maintenance of each of the Properties (each a “Budget”), in each case for the calendar year immediately following such submission. Each Budget will be in the form approved by the Company prior to the date thereof. Thereafter, on or before the date specified each year by the Company (but not later than November 1st), the Property Manager shall prepare and submit to the Company preliminary Budgets for the next calendar year followed by final Budgets for the next calendar year, incorporating any reasonable changes requested by the Company. Such Budgets shall: (A) be prepared in accordance with the Company’s accounting system, terms of the Pipeline Operating Agreement. (Bb) be prepared on a cash or modified cash basis, as directed Board Members appointed by the Company, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with Member Controlling the Operator shall vote to approve any acquisition of a Property Budget proposed by the Owner, the Property Manager will prepare a Budget for such Property for the remainder of the calendar year. Operator. (c) The Company will Board shall approve or disapprove each a Budget within no later than forty-five (45) days prior to the beginning of the next succeeding Fiscal Year. Except as provided in Section 4.4 of the Pipeline Operating Agreement, if the Board disapproves a reasonable time after proposed Operating Budget, then, until the receipt Board has approved a revised Operating Budget, the Company is authorized to incur only costs set forth in any line item approved by the Board. If the Board fails to approve or disapprove an Operating Budget at least forty-five (45) days prior to the beginning of samethe next succeeding Fiscal Year or revised Operating Budget, then the Company will continue to operate under the existing Operating Budget until the new Operating Budget is approved, except that the items in the existing Operating Budget (but not later than thirty the Capital Budget) will be increased by an amount that is equal to the percentage difference between the seasonally unadjusted Consumer Price Index for All Urban Consumers (30all items), U.S. City Average (1982-84 = 100), as published by the U.S. Department of Labor, Bureau of Labor Statistics (the “CPI-U”) for the month of May of the year prior to the year of the dispute and the seasonally unadjusted CPI-U for the month of May in the year of the dispute. Except as provided in Section 4.4 of the Pipeline Operating Agreement, if the Board fails to approve a Capital Budget at least forty-five (45) days after the submission thereof prior to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by beginning of the Company. At such time as next succeeding Fiscal Year or revised Capital Budget, then, until the Board has approved a new or revised Capital Budget, the Company shall requestis authorized to incur capital expenditures only with respect to projects previously approved in a Capital Budget. (d) If, which in no event shall exceed three (3) requests per calendar yearduring the period covered by an approved Budget, the Property Manager President of the Company determines that an adjustment to the estimated costs set forth in such Budget is necessary or appropriate, then the President and the Chief Financial Officer of the Company shall submit to the Company Board for its approval an updated adjusted Budget incorporating setting forth such changes adjusted or additional line items as are necessary or required. The Board shall be necessary to reflect cost over-runs and approve or disapprove the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised adjusted Budget within 30 fifteen (15) days after receipt thereof by the Company, of such Budget shall be deemed approved. If the Company shall disapprove of any such adjusted Budget, the Property Manager shall submit a revised Budget, as applicable, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval of the Company prior to incurring any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the Company.

Budgets. The Property Manager A. An annual budget shall prepare be prepared by the utility management staff for each utility system operating fund, in accordance with this Section and submit with the Uniform Fiscal Procedures Act for Utah Cities, to provide a complete financial plan for operations, setting forth the Company following in tabular form: 1. Actual revenues and expenditures in the last completed fiscal year; 2. Budget estimates for the current fiscal year; 3. Actual revenues and expenditures for a proposed operating and capital budgetperiod of six to nine months, including an itemized statement as appropriate, of the estimated current fiscal year; 4. Estimated total revenue and expenditures for the current fiscal year; 5. Estimates of revenues and expenditures for the upcoming budget year; 6. An estimate of all capital projects which the Board and Management Staff believe should be undertaken within the next five succeeding years and the proposed method of payment for such projects; 7. The latest available balance of capital accounts maintained by the Management Staff; 8. A summary and review of rates, fees and charges for services rendered by the Utility System, with a summary of ▇▇▇▇▇▇▇▇ and actual receipts in each rate, fee or charge category for: i. the current fiscal year, and ii. the previous completed fiscal year; 9. A summary of accounts receivable as of: i. the end of the last month of operation for which such data is available including losses and disbursements in reasonable detailuncollectible accounts for the current fiscal year to date; and ii. the end of the last completed fiscal year including losses and uncollectible accounts for the year. 10. A budget message, which shall includeexplain the budget, without limitation, reasonable detail as to employee expenses to be reimbursed to containing an outline of the Property Manager proposed financial policies of the utility department for the operationbudget year, repair and maintenance shall describe in connection therewith the important features of the budgetary plan. It shall set forth a reason for material changes from the previous year and appropriation and revenue items. B. On or before April 15th of each of the Properties (each a “Budget”), in each case for the calendar year immediately following such submission. Each Budget will be in the form approved by the Company prior to the date thereof. Thereafter, on or before the date specified each year by the Company (but not later than November 1st)year, the Property Manager Management Staff shall prepare and submit to the Company preliminary Budgets a proposed budget for the next calendar fiscal year followed by final Budgets and present it to the Utility Board and the Managers of both cities. The Board shall review the tentative budget and, if it determines that the proposed budget would be fiscally responsible, recommend the proposed budget for the next calendar year, incorporating any reasonable changes requested adoption by the Company. Such Budgets shall: (A) be prepared in accordance with the Company’s accounting system, (B) be prepared on a cash or modified cash basis, as directed by the Company, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property by the Owner, the Property Manager will prepare a Budget for such Property for the remainder of the calendar year. The Company will approve or disapprove each Budget within a reasonable time after the receipt of same, but not later than thirty (30) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such periodCities. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by Board determines that adjustments to the Companyproposed budget are necessary, such Budget it shall submit its written opinion to each City’s Governing Body, explaining the recommended adjustments and the basis therefor. C. Upon final adoption, the budget shall be deemed approved. If the Company shall disapprove of any such Budget, the Property Manager shall submit a revised Budget, as applicable, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed in effect for the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval of the Company prior to incurring any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the Companybudget year.

Budgets. The Property At least sixty (60) days prior to each fiscal year that commences during the term of this Agreement, the Manager shall prepare and submit to the Company Owner a proposed operating budget (the "Budget") projecting the revenue to be available and funds to be required during such fiscal year in order to operate the Facility and make capital budget, including an itemized statement of improvements that may be required in order to keep the estimated receipts Facility's physical plant in good condition and disbursements in reasonable detail, which repair. The Budget shall be based upon data and information then available to the Manager and shall include, without limitation, reasonable detail as to estimated salaries and fringe benefits for all employee expenses to be reimbursed to the Property Manager groups, projected staffing patterns for the operationFacility, repair estimates of required purchases for supplies, inventory, food and maintenance of each similar items, and an estimate of the Properties level of rates and charges sufficient to generate revenue necessary to operate the Facility and make capital improvements projected in the Budget. The Owner shall, within fifteen (each 15) business days following receipt of such Budget, notify the Manager of either the Owner's approval (which approval shall not be unreasonably withheld) of the Budget or those items of which Owner approves and those items of which Owner disapproves. As soon as reasonably practical thereafter, the Owner and the Manager shall attempt to establish a “Budget”)mutually agreeable Budget of the Facility. In the event that the Owner does not either approve, or disapprove, in each case for total or in part, the calendar year immediately following Budget within such submission. Each fifteen (15) business day period, as provided herein, then such Budget will be in the form approved as proposed by the Company prior to the date thereof. Thereafter, on or before the date specified each year by the Company (but not later than November 1st), the Property Manager shall prepare and submit to the Company preliminary Budgets for the next calendar year followed by final Budgets for the next calendar year, incorporating any reasonable changes requested by the Company. Such Budgets shall: (A) be prepared in accordance with the Company’s accounting system, (B) be prepared on a cash or modified cash basis, as directed by the Company, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. In connection with any acquisition of a Property deemed approved by the Owner, and the Property Manager will prepare a shall be authorized to implement such program. If any Budget for such Property for shall not have been approved by the remainder Owner by the beginning of the calendar year. The Company will approve or disapprove each Budget within a reasonable time after the receipt of same, but not later than thirty (30) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall request, which in no event shall exceed three (3) requests per calendar fiscal year, the Property Manager shall submit to may act in reliance upon the Company Budget for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the Company, such Budget shall be deemed approved. If the Company shall disapprove of any such Budget, the Property Manager shall submit a revised Budget, as applicable, within ten (10) days of receipt of notice of disapprovalimmediately preceding fiscal year, and may make adjustments to such Budgets provided that the Company shall have ten same will not cause the net operating income for the Facility to vary from the net operating income for the previous year by more than five percent (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget5%). The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for in such Budget. The Property Manager shall provide supporting information reasonably requested by the Company in connection with their review of any projected Budget submitted by the Property Manager for its reviewto the Owner shall be an estimate of revenue and costs, and the Owner acknowledges that the projected revenue may not be actually received, and (ii) projected costs may be exceeded by actual expenses and capital expenditures incurred in connection with the operation and maintenance of the Facility. Without affecting any other limitation imposed by By submitting such a projected Budget, the Manager will not be providing a guarantee or warranty as to the projected revenue, expenses, or capital expenditures of the Facility. However, the Manager will at all times endeavor to operate and maintain the Facility as efficiently and profitably as possible, consistent with the terms of this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval of the Company prior to incurring any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the Companyprojected Budget.

Budgets. The Property Manager Attached as Exhibit E is the Company’s operating budget for the period commencing as of the Effective Date and ending November 30, 2008 (the “Interim Budget”). During the period of time covered by the Interim Budget, the Board shall prepare and approve an operating budget for the period commencing December 1, 2008 and ending December 31, 2010 (the “Initial Budget”). At least 90 days prior to the start of each Fiscal Year of the Company commencing with 2011, the principal financial officer of the Company, or if no such principal financial officer has been designated, the President shall submit to the Company Board a proposed operating budget for such Fiscal Year (each, an “Annual Plan”). Such Annual Plan shall include: (a) (i) a financial projection for the Company setting forth estimates of volumes, revenues, costs, fees, expenses (including accruals items for high cost but infrequent maintenance events and estimates of cash expenditures to be applied against such accruals) and capital budgetexpenditures to be realized or borne by the Company on a month to month basis for the next Fiscal Year, including an itemized statement and (ii) consolidated income, cash flow and balance sheet statements for the Company based on such estimates and (b) a proposed operating budget for the Company setting forth the authorized limit of the estimated receipts fees, costs, expenses and disbursements in capital expenditures which may be incurred by the Company without additional prior approval by the Board. The Board shall consider the Annual Plan for approval prior to the start of the Fiscal Year to which it pertains and shall use all reasonable detail, which shall include, without limitation, reasonable detail efforts to resolve any disagreements as to employee expenses any item contained in the Annual Plan prior to be reimbursed such time. If any Annual Plan submitted to the Property Manager for the operation, repair and maintenance of each of the Properties (each a “Budget”), Board in each case for the calendar year immediately following such submission. Each Budget will be in the form accordance with this Section 5.9 is not approved by the Company prior to Board, then the date thereof. Thereafter, on or before the date specified each year Annual Plan most recently approved by the Company (but not later than November 1stBoard pursuant to Section 5.7(a), the Property Manager shall prepare and submit to the Company preliminary Budgets for the next calendar year followed by final Budgets for the next calendar year, incorporating any reasonable changes requested by the Company. Such Budgets shall: (A) be prepared in accordance with the Company’s accounting system, (B) be prepared on a cash or modified cash basis, as directed by the Company, and (C) show a month by month projection of income, expenses, capital expenditures, reserves, and other excluding all non-recurring items. In connection with any acquisition of a Property by , shall remain in effect as the Owner, the Property Manager will prepare a Budget for such Property Annual Plan for the remainder of next Fiscal Year, adjusted upwards by multiplying the calendar year. The Company will approve or disapprove each Budget within a reasonable time after the receipt of samerecurring fees, but not later than thirty (30) days after the submission thereof to the Company. The Property Manager will make any reasonable changes to each Budget that are requested by the Company. At such time as the Company shall requestcosts, which in no event shall exceed three (3) requests per calendar year, the Property Manager shall submit to the Company for its approval an updated Budget incorporating such changes as shall be necessary to reflect cost over-runs and the like or other changes occurring subsequent to the prior Budget during such period. If the Company does not disapprove of such revised Budget within 30 days after receipt thereof by the Company, such Budget shall be deemed approved. If the Company shall disapprove of any such Budget, the Property Manager shall submit a revised Budget, as applicable, within ten (10) days of receipt of notice of disapproval, and the Company shall have ten (10) days to provide notice to the Property Manager if it disapproves of any such further revised Budget. The Property Manager shall implement each Budget and use its commercially reasonable efforts to ensure that the actual cost of operating each Property shall not exceed the applicable Budget. The Budgets shall constitute an authorization for the Property Manager to expend necessary monies to manage and operate the Properties in accordance with the respective Budgets and subject to the provisions of this Property Management Agreement until subsequent Budgets are approved. The approval of non-recurring costs expenses and capital improvements in a Budget shall constitute an authorization for the Property Manager to collect bids for the expenditure and present a final recommendation to the Company for expenditure of monies to implement such items called for expenditures set forth in such Budget. The Property Manager shall provide supporting information reasonably requested Annual Plan by the Company in connection with their review of any Budget submitted by the Property Manager for its review. Without affecting any other limitation imposed by this Property Management Agreement and except as may be expressly provided to the contrary elsewhere in this Property Management Agreement, the Property Manager shall secure the prior written approval of the Company prior to incurring any liability or obligation for any item in excess of $10,000 that is not reflected on the applicable Budget approved in writing by the Company1.03.