Cash Management. The Borrowers shall # establish (or shall have established) the Deposit Account and the Cash Management Account in accordance with Section 2.6, # deposit all funds received by them following the date hereof into the Deposit Account and # direct each Manager to deposit all funds received by each Manager following the date hereof pertaining to the Properties into the Deposit Account.

Management Services. The Manager will provide the Company with the following services:

Management Fee. As compensation for providing the Company with the services, the Company will pay to the Manager a monthly management fee (the “Management Fee”) comprised of both # hours worked by the Manager’s employees at the rates contained on Exhibit A, and # 50% of the increase in gross margin on completed business for the month, compared to the prior month; provided, however, that the minimum monthly Management Fee will be $40,000 and the maximum will be $150,000. The Management Fee will be accrued and applied as set forth in Paragraph 3.

Payment of any award to an employee is subject to management’s review.

Management Agreement. Crestwood shall have delivered to CEGPS the Management Agreement duly executed by the Operator, Newco, and Newco Service Company.

The Parties agree to assign dedicated project managers, engineering managers, and other personnel to this project as specified below. The project managers will exercise overall project responsibility for their respective Party:

Human resource management including assistance with hiring, training, locating temporary employment, providing employment-related forms, etc.;

“Affiliate Agreements” means the Investment Management Agreement, dated as of November 1, 2021, by and between the Borrower and Goldman Sachs Asset Management, L.P.

If to [[Lender:Organization]]: [[Lender:Organization]] c/o Oceanview Asset Management [[Address A:Address]], 3rd Floor

"Asset Management Fee Cap" has the meaning set forth in Section 9(a).