Compliance with Budget. Measured as of the last day of each week, Loan Parties will not permit aggregate expenditures (other than with respect to “Extraordinary Professional Fees” as identified in the Budget) for the four-week period then ended to exceed 105% of the amounts set forth in the Budget for such period; provided, that, for the purposes of determining Loan Parties' compliance with this Section, payments made by Loan Parties in compliance with [Section 8.2] of this Agreement and amounts remitted pursuant to [Section 5.6] of this Agreement shall be disregarded to the extent such payments exceed the amounts set forth in the Budget.

Operating Budget Matters. Within [●] days of the Closing Date, the Company and Buyer shall finalize an operating budget for the Surviving Corporation.

Any approved Work Program and Budget may be revised by the Operating Committee from time to time. To the extent such revisions are approved by the Operating Committee, the Work Program and Budget shall be amended accordingly. Operator shall prepare and submit a corresponding work program and budget amendment to the Management Committee or the Government, as applicable, if required by the PSC.

Attached hereto as [Exhibit C] is the initial budget (the “Initial Budget”) for the Company and its Subsidiaries that sets forth reasonable line item detail regarding anticipated expenditures, including: # estimated operating expenditures; # estimated capital expenditures; # the proposed financing plans for such expenditures; and # such other items as are set forth therein, for the period from the Effective Date through December 31, 2016. At such reasonable time prior to the expiration of the Initial Budget, and each year thereafter, the Board shall cause to be prepared the Annual Budget for the following year, which Annual Budget will be presented to the Board on or before September 15 of the preceding year for approval in accordance with Section 8.04(b)(xix). The Board shall cause the Annual Budget to be prepared and approved for distribution to the Members by November 1 prior to the calendar year to which such Annual Budget applies, and finally approved by December 1 prior to the calendar year to which such Annual Budget applies, for each calendar year during the term of this Agreement. If the Budget is not approved by the Board prior to the date when such Budget is to become effective, the Company shall continue to use the Initial Budget or Annual Budget then in effect, extrapolated to a 12-month budget period in the case of the use of the Initial Budget, except that # any items of the proposed Annual Budget that previously were approved by the Board shall be given effect in substitution of the corresponding items in the Annual Budget for the previous year, # any one-time or non-recurring items and the corresponding budget entries therefor shall be deleted, and # all other categories of expenses from the Initial Budget or Annual Budget for the previous period or year, as applicable, shall be increased by five percent (5%).

Approval by Newco. Newco shall prepare and approve the final Annual Budget by December 1 of the calendar year in which Crestwood Midstream submitted a proposed Annual Budget pursuant to [clause (a) above]. If the Annual Budget is not approved by Newco prior to the date when such Annual Budget is to become effective, Crestwood Midstream shall continue to use the Annual Budget then in effect, extrapolated to a 12-month budget period in the case of the use of the Annual Budget for 2016, except that # any items of the proposed Annual Budget that previously were approved by the Board shall be given effect in substitution of the corresponding items in the Annual Budget for the previous year, # any one-time or non-recurring items and the corresponding budget entries therefor shall be deleted, and # all other categories of expenses from the Annual Budget for 2016 or the Annual Budget for the previous period or year, as applicable, shall be increased by five percent (5%).

“Approved Annual Budget” shall have the meaning set forth in [Section 4.1.11] hereof.

Section # Preliminary Project Report and Budget. The project budget which details the direct and indirect costs estimated to be incurred by ​ until the Property achieves stabilized occupancy which has been approved by ​ and the Construction Consultant on, or prior to, the date hereof, is attached hereto as [Schedule 2.10] (the “Project Budget”). Each category of direct and indirect cost (the “Line Items” or “Budget Line”) are delineated in the Project Budget with those that are approved as Building Loan Costs to be disbursed out of Building Loan proceeds subject to availability and satisfaction of all applicable conditions to Additional Advances hereunder, being so indicated.

The Non-Operators may dispute a Cash Call on the basis that Operator’s estimated expenditures for the Cash Call Month exceeds what costs and expenditures should reasonably be incurred for the Joint Account for that month based on the approved Work Programme and Budget and the total of all actual expenditures to date applicable to such Work Programme and Budget after adjusting the Work Programme and Budget for any cost overruns permitted or approved under the Agreement

“DIP Budget” means the “Approved DIP Budget” as defined in the New Money DIP Note Purchase Agreement in effect as of the Effective Date or that may be in effect at any time prior to the Closing.

Company shall make payments in advance to Penn in accordance with the payment schedule set forth in the Budget.