Common use of Approved Budgets Clause in Contracts

Approved Budgets. (a) The initial operating budget of the Company and each Project Company for Fiscal Year 2008(1) is attached as Exhibit H hereto. The annual operating budgets of the Company and the Project Companies for succeeding Fiscal Years shall be subject to the approval of the Required Voting Percentage as provided in this Section 6.07. Notwithstanding anything to the contrary in this Section 6.07 or elsewhere in this Agreement, the Members acknowledge and agree that while the Company has Debt Obligations outstanding, the annual operating budgets of the Company and the Project Companies are subject to the approval of the Administrative Agent under the Debt Financing Documents. In the event the Administrative Agent does not approve the operating budgets approved by the Members pursuant to this Section 6.07 for a Fiscal Year, then until the Administrative Agent approves the operating budgets for such Fiscal Year, the operating budgets of the Company and the Project Companies for such year shall be as set forth in the Debt Financing Documents and, pending such approval, such budgets shall be deemed to have been approved by the Required Voting Percentage for purposes of this Agreement. Each annual operating budget attached hereto or approved or deemed approved pursuant to this Section 6.07 shall be an “Approved Budget.” (b) Commencing with the 2009 Fiscal Year, the Managing Member shall prepare (or cause to be prepared) an operating plan and budget for the Company and each Project Company for each Fiscal Year, which sets forth the anticipated revenues and expenses of such company and, so long as the Company has Debt Obligations outstanding, includes such other detail and information required by the Debt Financing Documents. The Managing Member shall, not later than October 1 of the current Fiscal Year (commencing in the 2008 Fiscal Year), submit its proposed operating budgets for the succeeding Fiscal Year to the Members for their review and approval, and prior to the Flip Point, to the Independent Engineer for its initial review of, and initial comment on, the adequacy of such budgets. The initial review of the Independent Engineer shall be at the Company’s and the relevant Project Company’s expense; provided, at the request of the Required Voting Percentage, the Independent Engineer may undertake further review at the requesting Members’ expense. If the proposed operating budgets (or any revised operating budgets required to be prepared pursuant to this Section 6.07) are not approved by the Required Voting Percentage, the Managing Member shall prepare (or cause to be prepared) revised operating budgets, which shall be submitted to the Members for their review and approval in accordance with this Section 6.

Approved Budgets. (a) The initial operating budget Each Authorized Representative of the Company and each Project Company for Fiscal Year 2008(1▇▇▇▇-▇▇▇▇ Limited Partner shall have a period of ten (10) Business Days after a proposed budget is attached submitted to them (whether or not submitted as Exhibit H hereto. The annual operating budgets part of a proposed Development Plan) to notify the Managing General Partner in writing (i) whether such Authorized Representative, on behalf of the Company and ▇▇▇▇-▇▇▇▇ Limited Partner, Approves the Project Companies for succeeding Fiscal Years proposed budget or (ii) of any revisions such representative believes should be made to such proposed budget. A proposed budget (or any proposed revision thereof) shall be subject to the approval of the Required Voting Percentage as provided in this Section 6.07. Notwithstanding anything to the contrary in this Section 6.07 or elsewhere in this Agreement, the Members acknowledge and agree that while the Company has Debt Obligations outstanding, the annual operating budgets of the Company and the Project Companies are subject to the approval of the Administrative Agent under the Debt Financing Documents. In the event the Administrative Agent does not approve the operating budgets approved by the Members pursuant to this Section 6.07 for a Fiscal Year, then until the Administrative Agent approves the operating budgets for such Fiscal Year, the operating budgets of the Company and the Project Companies for such year shall be as set forth in the Debt Financing Documents and, pending such approval, such budgets shall be deemed to have been approved Approved by the Required Voting Percentage for purposes ▇▇▇▇-▇▇▇▇ Limited Partner unless actually Approved by at least one Authorized Representative of this Agreementthe ▇▇▇▇-▇▇▇▇ Limited Partner within such ten-day period. Each annual operating If at least one Authorized Representative of the ▇▇▇▇-▇▇▇▇ Limited Partner so Approves a proposed budget attached hereto (or approved or deemed approved pursuant to this Section 6.07 a Development Plan in which such budget is contained), such budget shall be deemed Approved by the Partners and shall constitute an “"Approved Budget.”" for the Partnership for the applicable Partnership Accounting Year covered thereby. If within such ten (10) Business Day period, the ▇▇▇▇-▇▇▇▇ Limited Partner does not Approve a budget for the applicable Partnership Accounting Year with respect to any Investment or Property, then the most recent Approved Budget for such Investment or Property other than items in such budget consisting of additional investment outlays that may be made at the discretion of the Partnership (such discretionary outlays are referred to as "Discretionary Outlays"), shall continue as the Approved Budget for the next Partnership Accounting Year with the following exceptions: (a) all extraordinary items for the current Partnership Accounting Year shall be deleted; and (b) Commencing with the 2009 Fiscal Year, the Managing Member shall prepare (or cause to be prepared) an operating plan and budget Non-Discretionary Items for the Company and each Project Company for each Fiscal Year, which sets forth the anticipated revenues and expenses of such company and, so long as the Company has Debt Obligations outstanding, includes such other detail and information required by the Debt Financing Documents. The Managing Member shall, not later than October 1 of the current Fiscal upcoming Partnership Accounting Year (commencing in the 2008 Fiscal Year), submit its proposed operating budgets for the succeeding Fiscal Year to the Members for their review and approval, and prior to the Flip Point, to the Independent Engineer for its initial review of, and initial comment on, the adequacy of such budgets. The initial review of the Independent Engineer shall be included at the Company’s and the relevant Project Company’s expense; provided, at the request of the Required Voting Percentage, the Independent Engineer may undertake further review at the requesting Members’ expense. If the proposed operating budgets (or any revised operating budgets required to be prepared pursuant to this Section 6.07) are not approved by the Required Voting Percentage, the Managing Member shall prepare (or cause to be prepared) revised operating budgets, which shall be submitted to the Members for their review and approval in accordance with this Section 6actual cost.

Approved Budgets. (a) The initial operating budget of the Company and Manager shall prepare or cause to be prepared for each Project Company for Fiscal Year 2008(1) is attached as Exhibit H hereto. The annual operating budgets of the Company and the Pinnacle Project Companies for succeeding Fiscal Years shall be subject to the approval of the Required Voting Percentage as provided in this Section 6.07. Notwithstanding anything to the contrary in this Section 6.07 or elsewhere in this Agreement, the Members acknowledge and agree that while the Company has Debt Obligations outstanding, the annual operating budgets of the Company and the Project Companies are subject to the approval of the Administrative Agent under the Debt Financing Documents. In the event the Administrative Agent does not approve the operating budgets approved by the Members pursuant to this Section 6.07 for a Fiscal Year, then until the Administrative Agent approves the operating budgets for such Fiscal Year, the operating budgets of the Company and the Project Companies for such year shall be as set forth in the Debt Financing Documents and, pending such approval, such budgets shall be deemed to have been approved by the Required Voting Percentage for purposes of this Agreement. Each annual an operating budget attached hereto or approved or deemed approved pursuant to this Section 6.07 shall be an “Approved Budget.” (b) Commencing with the 2009 Fiscal Year, the Managing Member shall prepare (or cause to be prepared) an operating plan and budget for the Company and each Project Company for each Fiscal Year, which sets on a consolidated basis setting forth the anticipated revenues and expenses of such company and, so long as the Company has Debt Obligations outstandingand the Pinnacle Project Company for such Fiscal Year. For each Fiscal Year, includes such other detail and information required by the Debt Financing Documents. The Managing Member Manager shall, not later than October 1 the first day of the month preceding the month in which the then current Fiscal Year ends (commencing in the 2008 Fiscal Yearcurrently November 1), submit its the proposed operating budgets budget for the such succeeding Fiscal Year to the Members for their review and approval, and prior to the Flip Point, to the Independent Engineer for its initial review of, and initial comment on, the adequacy of such budgets. The initial review of the Independent Engineer shall be at the Company’s and the relevant Project Company’s expense; provided, at the request of the Required Voting Percentage, the Independent Engineer may undertake further review at the requesting Members’ expensereview. If the aggregate expense amount reflected in the proposed operating budgets budget is not more than [***]% above the annual spending projected in the Base Case Model for the applicable Fiscal Year and [***]% above the aggregate expense amount reflected in the Approved Budget for the previous Fiscal Year (and in each case, does not include expenditures exceeding $[***] in aggregate of a type not included in the Base Case Model for the applicable Fiscal Year or any revised in the Approved Budget for the previous Fiscal Year, as the case may be), then the Consent of the Members shall not be required and such proposed operating budgets required to budget shall be prepared pursuant to this Section 6.07) are not deemed approved by all of the Required Voting PercentageMembers. If such Consent of the Members is required and if either the Consent of the Members is received or if no Member objects to such proposed operating budget by the last day of the month preceding the month in which the then current Fiscal Year ends (currently November 30), then not later than such date, such operating budget shall be deemed approved by all of the Managing Member Members (each budget as attached hereto, approved or deemed approved, an “Approved Budget”). If the Consent of the Members is required and not obtained as provided above, then the Manager shall prepare (or cause to be prepared) prepared a revised operating budgetsbudget, which shall be submitted to the Members for their review and approval as set forth in the preceding sentences, and, upon final approval of such operating budget by the Consent of the Members, such budget shall become an Approved Budget hereunder. To the extent that amounts relating to any items of a proposed budget are not approved, the corresponding amounts for the items in the previous Fiscal Year’s Approved Budget will continue as part of the Approved Budget for such year, until a more current amount for such item is approved in accordance with this Section 66.7. The Manager may from time to time during the Fiscal Year propose to amend the Approved Budget to decrease expected expenditures, or, subject to Section 6.2(b)(xiv), to increase expected expenditures and as so amended, any such amended budget shall be the Approved Budget hereunder.