Common use of Operating Budget Clause in Contracts

Operating Budget. Attached hereto as Exhibit C is the annual operating budget for the Company for the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committee.

Operating Budget. Attached hereto as Exhibit C is (a) No less than forty-five (45) days prior to the annual Substantial Completion of each train of the Project, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter, the Borrower shall prepare a proposed operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Company for Borrower and the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company Project for the ensuing Fiscal Year for calendar year (or, in the review and approval case of the Management Committee initial Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and the Senior Facility Agent with a copy of such operating plan and budget (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall be prepared in accordance with a form approved by the Independent Engineer, shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth material assumptions used in the prior Operating Budget. The Operating Budget shall also include a detailed description preparation of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further shall become effective upon approval of the Management Committee Senior Facility Agent, acting reasonably and in consultation with the Independent Engineer; provided, that if the Senior Facility Agent shall not have approved or disapproved the Operating Budget within thirty (or 30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, further that the Members). Except as otherwise provided within any Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget may not most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased without by the prior approval lesser of (x) two and one-half percent (2.5%) and (y) the Management Committeeincrease proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 1.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter.

Operating Budget. Attached hereto as Exhibit C is (a) No less than forty-five (45) days prior to the annual Substantial Completion of each train of the Project, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter, the Borrower shall prepare a proposed operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Company for Borrower and the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company Project for the ensuing Fiscal Year for calendar year (or, in the review and approval case of the Management Committee initial Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such operating plan and budget (the initial and each new annual operating budget, as approved, being the “"Operating Budget”"). Each Operating Budget shall be prepared in accordance with a form approved by the Independent Engineer, shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth material assumptions used in the prior Operating Budget. The Operating Budget shall also include a detailed description preparation of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further shall become effective upon approval of the Management Committee Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget within thirty (or 30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided further that the Members). Except as otherwise provided within any Common Security Trustee shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be increased without the prior approval of the Management Committeeunreasonably withheld, conditioned, or delayed.

Operating Budget. Attached hereto as Exhibit C is (a) No less than forty-five (45) days prior to the annual Substantial Completion of each train of the Project, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter, the Borrower shall prepare a proposed operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Company for Borrower and the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company Project for the ensuing Fiscal Year for calendar year (or, in the review and approval case of the Management Committee initial Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and the Senior Facility Agent with a copy of such operating plan and budget (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall be prepared in accordance with a form approved by the Independent Engineer, shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth material assumptions used in the prior Operating Budget. The Operating Budget shall also include a detailed description preparation of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further shall become effective upon approval of the Management Committee Senior Facility Agent, acting reasonably and in consultation with the Independent Engineer; provided, that if the Senior Facility Agent shall not have approved or disapproved the Operating Budget within thirty (or 30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, further that the Members). Except as otherwise provided within any Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 1.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Senior Facility Agent, which consent shall not be increased without the prior approval of the Management Committeeunreasonably withheld, conditioned, or delayed.

Operating Budget. Attached hereto (i) The initial Operating Budget of the Partnership is attached as Exhibit C is the annual operating budget for the Company for the remainder E. By execution of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007this Agreement, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review Partners hereby (and approval of the Management Committee (the is deemed to) approve and consent to such initial Operating Budget and each new annual operating budget, as approved, being the “Operating Budget”). Each acknowledge and agree that such initial Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected be deemed to be the Operating Budget of the Partnership for the period of such Operating Budget commencing on the Effective Date and all expensesterminating on December 31, 2009 (subject to any amendments or modifications approved by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such periodManagement Committee), . (ii) No later than November 30th of each calendar year, the anticipated operating reserves and working capital projected Management Committee will cause a proposed Operating Budget for the following calendar year to be required for prepared. It is the intention of the Partners that the Management Company will, in accordance with the terms of the MSA, prepare and deliver such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results proposed Operating Budget to the projected results set forth in the prior Operating BudgetManagement Committee. The proposed Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant be subject to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative approval of the Management Committee. Except as otherwise expressly set forth hereinOnce approved by the Management Committee, such proposed Operating Budget shall be the Operating Member shall only have Budget for the authority to incur the costs and expenditures set forth in an approved Operating Budget Partnership for such following calendar year (subject to any amendments or modifications approved by the ability to apply line item cost savings, contingency line item amounts, budget variances, etc.Management Committee). Notwithstanding the foregoing, if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee fails to approve an Operating Budget with respect to any calendar year, then (i) the Operating Budget previously approved by the Management Committee for the prior calendar year shall remain in effect after giving effect to any dispositions or other material changes to the Membersassets of the Partnership during such prior calendar year, (ii) any items of the proposed Operating Budget that have been approved by the Management Committee shall become effective, and (iii) the Senior Management Team and the Management Company will be entitled to expend Partnership funds, in any calendar quarter, in an amount equal to the lesser of (1) the actual expenses incurred by the Partnership and its subsidiaries in such calendar quarter, and (2) the budgeted amount for the corresponding calendar quarter in the Operating Budget previously approved by the Management Committee for the prior calendar year increased by the CPI Price Factor (excluding any nonrecurring maintenance and capital expenditures). Except as otherwise provided within For the avoidance of doubt, if, with respect to any Operating Budgetcalendar year, the Operating Budget may not be increased without for the prior approval of the Management Committeecalendar year remains in effect pursuant to this Section 7.11(a), then such prior calendar year’s Operating Budget shall be deemed to exclude any Expansion Capital Expenditures set forth in such prior calendar year’s Operating Budget and expended during such prior calendar year.

Operating Budget. Attached hereto as Exhibit C is (a) The Members have approved the annual initial operating budget for the Company (collectively, the "OPERATING BUDGET") for the remainder partial calendar year ending December 31, 1999. The initial Operating Budget is more fully described on Schedule 4.11. The Operating Budget for subsequent calendar years shall include, but not be limited to, anticipated revenues, occupancies, rate increases, capital improvements, financing needs, salaries and all other operating expenditures of the 2007 Fiscal YearCompany, and shall separately set forth all capital expenditures, identifying those items that are Specified Capital Expenditures. On October 31 No later than November 30 of each Fiscal Year calendar year, the Manager will present a proposed Operating Budget for the following year to all of the Company commencing on October 31Members for their consideration and approval, 2007which approval shall not be unreasonably withheld or delayed. Following delivery of a proposed Operating Budget, the Members shall approve and disapprove the Operating Budget no later than twenty (20) days after the date on which Manager has met with, or attempted in good faith to meet with, each Member to discuss the proposed Operating Budget. To be effective, any notice which disapproves a proposed Operating Budget must contain specific line-item objections thereto in reasonable detail. Any Member who fails to provide any such written notice within the twenty-day period, shall be deemed to have (i) approved of all items other than capital expenditure items included in the Operating Budget as submitted and (ii) disapproved of the capital expenditures items included in the Operating Budget as submitted. Each Member shall submit review the Operating Budget as submitted. Each Member shall review the Operating Budget on a new annual operating budget for line-by-line basis. If a Member disapproves (or is deemed to disapprove) or raises any objections to any line items contained in the Company for proposed Operating Budget or any revisions thereto, until otherwise mutually agreed, the ensuing Fiscal Year for the review and approval undisputed portions of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each proposed Operating Budget shall set forth be deemed to be adopted and approved. For all items except capital expenditure items, the item corresponding to a disputed item and contained in the Operating Budget for the preceding calendar year shall be substituted in lieu of the disputed portions of the Operating Budget. In each instance where portions of the Operating Budget for the preceding calendar year are deemed to be part of the Operating Budget in effect until a new Operating Budget is approved, the items contained in the Operating Budget for the preceding calendar year shall be automatically increased by a percentage equal to the percent of increase in the Consumer Price Index during the preceding calendar year, except for interest, taxes and insurance, which shall be increased based on actual increases, if any, in cost. If, notwithstanding such increase, the Members do not reach agreement as to a detailed itemized basis: mutually acceptable Operating Budget within thirty (30) days after delivery of an objection by a Member (or the deemed disapproval by a Member), the disputed line items of the Operating Budget shall be submitted to and resolved by arbitration in accordance with Section 12.16 of this Agreement. (b) Notwithstanding the foregoing, with respect to each Property and without the consent of the Members, the Manager shall have the right, in its reasonable discretion, to expend up to the greater of (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), 10% or (ii) $6,000 more than the anticipated amount budgeted for each operating reserves and working expense line item (exclusive of capital projected expenditure items) for each Property for any Fiscal Year, not to be required exceed in the aggregate a maximum of the greater of (i) 5% of the total operating budget or (ii) $30,000 for such periodeach Property for any Fiscal Year. (c) The Manager shall have the right, (iii) from time to time during each calendar year, to submit a schedule setting forth revision to the timing and amount of any Additional Contributions projected Operating Budget to be required by the Members for approval. The Members will review all proposed revisions to the Operating Budget on a line by line basis in the same manner as the Operating Budget. Following delivery of any proposed revision to an Operating Budget, each Member shall be required to approve or disapprove such Fiscal Year proposed revision to the Operating Budget no later than twenty (20) days after the date on which the Manager has met with, or attempted in good faith to meet with, each Member regarding the proposed revision. To be effective, any notice which disapproves proposed revisions to the Operating Budget must contain specific line item objections thereto in reasonable detail. If a Member fails to provide such written notice to Manager of any specific objections to proposed revisions to the Operating Budget within such twenty (20) day period, such proposed revisions shall be deemed to have (i) approved as submitted if they are items other than capital expenditure items and (ii) disapproved as submitted if they are capital expenditure items. If a Member shall disapprove (or other period); and be deemed to disapprove) or raise any objections to any items contained in revisions to the Operating Budget, Manager shall continue to use all reasonable efforts to comply with the Operating Budget in accordance with the foregoing provisions until a proposed revision has been approved. If no revision is approved before the expiration of thirty (iv30) a five (5)-year projection setting forth days after any revision is submitted to the estimated revenues, expenses and net operating income (or loss) expected to be incurred Members for the next five (5) years for the Company which approval such disapproval shall be updated resolved by arbitration in accordance with Section 12.16 of this Agreement. (d) The Manager shall not be deemed to compare have made any guarantee or warranty of the actual results to the projected results fiscal estimations set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, parties acknowledge that the Operating Budget may not be increased without is intended to set forth objectives and goals based on the prior approval Manager's best judgment of the Management Committeefacts and circumstances known by the Manager at the time of preparation.

Operating Budget. Attached hereto as Exhibit C is (a) No less than forty-five (45) days prior to the annual Substantial Completion of each train of the Project, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter, the Borrower shall prepare a proposed operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Company for Borrower and the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company Project for the ensuing Fiscal Year for calendar year (or, in the review and approval case of the Management Committee (initial Operating Budget, the initial remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each new annual Secured Debt Holder Group Representative with a copy of such operating budget, as approved, being plan and budget (the “Operating Budget”). Each Operating Budget shall be prepared in accordance with a form approved by the Independent Engineer, shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth material assumptions used in the prior Operating Budget. The Operating Budget shall also include a detailed description preparation of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further shall become effective upon approval of the Management Committee Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget within thirty (or 30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided further that the Members). Except as otherwise provided within any Common Security Trustee shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee, which consent shall not be increased without the prior approval of the Management Committeeunreasonably withheld, conditioned, or delayed.

Operating Budget. Attached hereto as Exhibit C is the annual operating budget for the Company for the remainder of the 2007 Fiscal Year. On or before October 31 of each Fiscal Year of the Company commencing on October 31, 20072012, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committee.

Operating Budget. Attached hereto (a) No less than 30 days prior to the earlier of (x) the Commercial Operation Date under any of the Required LNG SPAs then in effect and (y) LPS1 Substantial Completion, in each case, as Exhibit C reasonably estimated by the Borrower as of the date such report is provided, and no less than 30 days prior to the annual beginning of each calendar year thereafter, the Obligors shall prepare a proposed operating plan and budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Company for Obligors and the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company Development for the ensuing Fiscal Year for calendar year (or, in the review and approval case of the Management Committee initial Operating Budget, the remaining portion thereof) and provide the Independent Engineer and the Intercreditor Agent with a copy of such operating plan and budget (the initial and each new annual operating budget, as approved, being the “Operating Budget”). . (b) Each Operating Budget shall be prepared in accordance with a form provided to and accepted by the Independent Engineer prior to the earlier of (x) the Commercial Operation Date under any of the Required LNG SPAs then in effect and (y) LPS1 Substantial Completion in its reasonable judgment (with any material changes to such form as may be confirmed to be reasonable by the Independent Engineer). (c) Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for material assumptions used in the period preparation of such Operating Budget and all expenseseach such Operating Budget shall become effective 30 days following delivery thereof to the Intercreditor Agent unless the Intercreditor Agent, by categoryacting reasonably and in consultation with the Independent Engineer, objects in writing (stating its reasons for such objection) to such Operating Budget prior to such 30th day; provided that the Intercreditor Agent shall have neither the right nor the obligation to approve or object to costs for Gas purchase contracts for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of Development or any Additional Contributions projected to be required by the Members for such Fiscal Year (financing-related costs or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth contained in the prior Operating Budget. The If the Obligors do not have an effective annual Operating Budget shall also include a detailed description before the beginning of any calendar year, until such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved proposed Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budgetis effective, the Operating Budget may most recently in effect shall continue to apply; provided that (A) any items of the proposed Operating Budget that have not been objected to shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Development shall be as provided by the Obligors and (C) all other items shall be increased without by the lesser of (x) 2.5% and (y) the increase proposed by the Obligors for such item in such proposed Operating Budget. (d) The Obligors shall provide notice to the Independent Engineer and Intercreditor Agent of any material amendments to the Operating Budget that occur during the course of a calendar year. Any such amendment shall become effective 30 days following delivery thereof to the Intercreditor Agent unless the Intercreditor Agent, acting reasonably and in consultation with the Independent Engineer, objects to such amendment prior approval of the Management Committeeto such 30th day.

Operating Budget. Attached hereto (a) As soon as Exhibit C practicable after the Final Commencement Date and on or before September 1 of each year thereafter, the Operator shall submit to the Committee a budget of its estimate of Costs of Operation by calendar months for the operating year beginning the following January 1. Such budget shall be subject to approval by the Committee. The Committee shall approve such budget or a revised budget on or before November 1 in any such year; provided, that if -------- such budget or revised budget is not approved by such date, the annual operating budget for the Company for next calendar year shall be the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating then-existing budget, as approvedEscalated. The budget will list the work force and expense therefor, being materials, supplies, and other expenses associated with the “Operating Budget”)Project's normal maintenance program. Each Operating Budget shall Extraordinary items of maintenance will be detailed to set forth on a detailed itemized basis: (i) all receipts projected the cost of labor required beyond that available from the regular work force and other expenses which will be incurred. The Operator will submit budget revisions as may become necessary from time to time during any operating year, which revisions the Committee shall promptly consider and which shall similarly be subject to approval by the Committee. Expenditures for operating and maintenance purposes with respect to the period of ensuing year shall be made in accordance with such Operating Budget and all expensesapproved budget, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to except as may be required for such period, in an emergency. (iiib) a schedule setting forth the timing and amount The Operator will notify each Project User as soon as practicable of any Additional Contributions projected to be emergency, forced outage, reduction in Net Generating Capability, or instance of unforeseen maintenance restricting production below that required by the Members Project Users when repairs could be effected more rapidly by expenditure of overtime and other expediting costs. Unless authorized by the Committee as Costs of Operation, Project Users desiring accelerated repairs will share pro rata, according to their respective Project Shares, the expediting costs expended to return the Project to the required operating level at an earlier date. (c) The Owners and Project Users recognize that it will be necessary for such Fiscal Year (continued operation of the Project, or to maintain the Project in operable condition, that the Operator be in a position to meet commitments for payroll, repairs and replacements, materials and supplies, services and other period); expenses of a continuing nature in order that it may fulfill its obligations hereunder. Accordingly, notwithstanding any of the provisions of this Section 8, the Operator, on behalf of the Owners and (iv) a five (5)-year projection setting forth Project Users, may make all expenditures in the estimated revenuesnormal course of business or in an emergency, expenses and net operating income (or loss) expected to be incurred all as the same are necessary for the next proper and safe operation and maintenance of the Project. As soon as practicable after the making of any such expenditures (but in any event within five (5) years days thereof), the Operator shall make a full report thereof to the Committee. The Operator shall take any action required by a final and binding order of any public authority having jurisdiction or in any emergency for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale safety of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etcProject., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committee.

Operating Budget. Attached hereto (a) No less than 45 days prior to the earlier of (x) the Commercial Operation Date and (y) the LPS1 Substantial Completion Date, in each case, as Exhibit C reasonably estimated by the Borrower as of the date such report is provided, and no less than 45 days prior to the annual beginning of each calendar year thereafter, the Obligors shall prepare a proposed operating plan and budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Company for Obligors and the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company Development for the ensuing Fiscal Year for calendar year (or, in the review and approval case of the Management Committee initial Operating Budget, the remaining portion thereof) and provide the Independent Engineer and the Intercreditor Agent with a copy of such operating plan and budget (the initial and each new annual operating budget, as approved, being the “Operating Budget”). . (b) Each Operating Budget shall be prepared in accordance with a form provided to and accepted by the Independent Engineer prior to the Project Completion Date in its reasonable judgment (with any material changes to such form as may be confirmed to be reasonable by the Independent Engineer). (c) Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for material assumptions used in the period preparation of such Operating Budget and all expenseseach such Operating Budget shall become effective 30 days following delivery thereof to the Intercreditor Agent unless the Intercreditor Agent, by categoryacting reasonably and in consultation with the Independent Engineer, objects in writing (stating its reasons for such objection) to such Operating Budget prior to such 30th day; provided that the Intercreditor Agent shall have neither the right nor the obligation to approve or object to costs for Gas purchase contracts for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of Development or any Additional Contributions projected to be required by the Members for such Fiscal Year (financing-related costs or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth contained in the prior Operating Budget. The If the Obligors do not have an effective annual Operating Budget shall also include a detailed description before the beginning of any calendar year, until such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved proposed Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budgetis effective, the Operating Budget may most recently in effect shall continue to apply; provided that (A) any items of the proposed Operating Budget that have not been objected to shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Development shall be as provided by the Obligors and (C) all other items shall be increased without by the lesser of (x) 2.5% and (y) the increase proposed by the Obligors for such item in such proposed Operating Budget. (d) The Obligors shall provide notice to the Independent Engineer and Intercreditor Agent of any material amendments to the Operating Budget that occur during the course of a calendar year. Any such amendment shall become effective 30 days following delivery thereof to the Intercreditor Agent unless the Intercreditor Agent, acting reasonably and in consultation with the Independent Engineer, objects to such amendment prior approval of the Management Committeeto such 30th day.

Operating Budget. Attached hereto as Exhibit C is (i) The Borrower shall, not later than fifteen (15) days before the annual First Train Completion Date, adopt an operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Company Project for the remainder period from such date to the conclusion of the 2007 then-current Fiscal YearYear and provide a copy of such operating plan and budget at such time to the Administrative Agent. On October 31 No less than forty-five (45) days in advance of the beginning of each Fiscal Year of the Company commencing on October 31, 2007and each six (6) month period thereafter, the Operating Member Borrower shall submit similarly adopt a new annual twelve (12) calendar month operating plan and budget for the Company Project setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the ensuing Fiscal Year for twelve (12) calendar month period and provide a copy of such operating plan and budget at such time to the review Administrative Agent. (Each such operating plan and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the budget is herein called an “Operating Budget”). .) Each Operating Budget shall set forth on a detailed itemized basis: for each week covered thereby (i) all receipts projected for an amount expressed in Dollars in respect of the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected OPEX Expenses to be incurred during such period), week and (ii) an amount expressed in the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth relevant quantity in respect of the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected COGS Expenses to be incurred for during such week and the next five (5) years for notional Dollar value of such quantities calculated in the Company which shall be updated to compare the actual results to the projected results manner set forth in the prior Operating Budget. The Each Operating Budget shall also include be prepared in accordance with a detailed description of such other informationform approved by the Independent Engineer and shall become effective upon approval, contractswhich shall not be unreasonably withheld, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownershipconditioned or delayed, operation, management, maintenance, leasing and sale of the Project Administrative Agent (acting in consultation with the Consultants). If the Borrower shall not have adopted an Operating Budget before the beginning of any six (6) month period or any portion thereofOperating Budget adopted by the Borrower shall not have been accepted by the Administrative Agent before the beginning of any upcoming six (6) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth hereinmonth period, the Operating Member shall only have Budget for the authority to incur preceding twelve (12) calendar month period shall, until the costs and expenditures set forth in adoption of an approved Operating Budget by the Borrower and acceptance of such Operating Budget by the Administrative Agent, be deemed to be in force and effective as the Operating Budget for the upcoming twelve (subject 12) calendar month period. (ii) Each Operating Budget delivered to the ability Administrative Agent pursuant to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained this Section 7.01(j) shall be accompanied by a memorandum detailing all material assumptions used in the preparation of such Operating Budget, as shall contain a line item for each Operating Budget Category, shall specify for each month and if so permitted by the parameters of for each such Operating Budget)Budget Category the amount budgeted for such category for such month, without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committeeand shall clearly distinguish Operation and Maintenance Expenses.

Operating Budget. Attached hereto as Exhibit C is (a) On or before September 1 of each year, the annual operating Transmission System Operator shall submit to the Transmission Committee a budget of its estimate of Costs of Transmission System Operation by calendar months for the Company operating year beginning January 1 next following. Such budget shall be subject to approval by the Transmission Committee which approval shall not unreasonably be withheld. The Transmission Committee shall approve such budget or a revised budget on or before November 1 in any such year. The budget will list the work force and expense therefor, materials, supplies, and other expenses associated with the normal maintenance program. Extraordinary items of maintenance will be detailed to set forth the cost of labor required beyond that available from the regular force and other expense which will be incurred. The Transmission Operator will submit budget revisions as may become necessary from time to time during any operating year which the Transmission Committee shall promptly consider and which shall similarly be subject to approval by the Transmission Committee. The budget will guide expenditures for the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company for and maintenance purposes through the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budgetyear, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or except as may be reasonably requested required in an emergency. (b) In the event of emergency, forced outages, or instances of unforeseen maintenance when repairs could be effected more rapidly by any representative expenditure of overtime and other expediting costs, the Transmission Owners will be individually notified. Unless authorized by the Transmission Committee as Costs of Transmission System Construction or Costs of Transmission System Operation, Transmission Owners desiring accelerated repairs will share pro rata on the basis that their respective Requirement Shares in the affected Segment bears to all such Transmission Owners’ Requirement Shares desiring accelerated repairs, the expediting costs expended to return the Transmission System to the required capacity level at an earlier date. (c) The Transmission Owners recognize it will be necessary for continued operation of the Management Transmission System, or to maintain the Transmission System in operable condition, that the Transmission Operator be in a position to meet commitments for payroll, repairs and replacements, materials and supplies, services and other expenses of a continuing nature in order that it may fulfill its obligations to the Transmission Owners as Transmission Operator under this Agreement. Accordingly, notwithstanding any of the provisions of this Section 18, the Transmission Operator, on behalf of the Transmission Owners, may make all expenditures in the normal course of business or in an emergency, all as the same are necessary for the proper and safe operation and maintenance of the Transmission System. As soon as practicable after the making of any such expenditures, the Transmission Operator shall make a full report thereof to the Transmission Committee. Except as otherwise expressly set forth herein, The Transmission Operator shall take any action required by a final and binding order of any public authority having jurisdiction or in any emergency for the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval safety of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management CommitteeTransmission System.

Operating Budget. Attached hereto as Exhibit C is Within thirty (30) days after the annual Project Stabilization Date, the Administrative Member shall prepare an operating budget for the Company for the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “"Operating Budget”"). Each Operating Budget , which shall set forth include, without limitation, on a detailed itemized basis: basis for the Project and the Company, (i) all anticipated receipts projected for the period of such Operating Budget and all anticipated expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected by the Administrative Member to be incurred during such period), (ii) the anticipated operating Cash Flow reserves and working capital projected to be required for such period, and (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated annual revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company ensuing Business Plan Period, which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee Members of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative Member. The Administrative Member shall have the right, power and authority without the consent of the Management Committeeother Member (A) to apply up to fifty percent (50%) of the contingency line item and any line item cost savings to other line items, and (B) to cause the Company to incur expenditures in excess of any line item, provided that any such expenditure does not exceed such line item by more than ten percent (10%), after the application of any contingency line item or cost savings. Except as otherwise expressly set forth herein, the Operating The Administrative Member shall only also have the right, power and authority to incur actual expenditures on behalf of the costs and expenditures Company (with Company funds) for (1) any of the items set forth in any approved Operating Budget, as the same may be adjusted in accordance with the foregoing provisions of this Section 2.09, and (2) any items outside of an approved Operating Budget provided such item does not exceed Fifty Thousand Dollars (subject to $50,000) alone or in the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget)aggregate, without any the further approval consent of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committeeother Member.

Operating Budget. (a) Attached hereto as Exhibit C A and made a part hereof, is a budget with respect to the annual anticipated income and expenses relating to the operation of the Property detailed on a monthly basis through February 29, 2004 (such budget, and any approved revisions, modifications, additions, replacements and substitutions thereof, and any future approved operating budgets for the Property for periods when any sums in respect of the Restated Loan remain outstanding, is herein referred to as the "Operating Budget"). Lender has approved the Operating Budget attached hereto as Exhibit A. (b) On or before January 15 of each year during the term of the Restated Loan, Borrower shall submit to Servicer and Lender a proposed operating budget for the Company for the remainder next succeeding fiscal year of Borrower, which consists of the 2007 twelve (12) month period beginning on March 1 and ending on the last day of February of each year (such twelve month period is hereinafter 131 referred to as a "Fiscal Year. On October 31 of ," and each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual such proposed operating budget for the Company for the ensuing Fiscal Year for the review and is herein referred to as a "Proposed Operating Budget"). Lender shall not unreasonably withhold its approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “any Proposed Operating Budget”). Each If Lender objects to any item(s) included in a Proposed Operating Budget, then Lender shall, within 15 days following receipt of such Proposed Operating Budget, furnish Borrower with a written statement identifying the items to which it objects and the reasons therefor and the Proposed Operating Budget shall be modified accordingly before becoming the Operating Budget. (c) Lender and Borrower agree that all reasonable, ordinary and necessary costs and expenses of owning, operating and managing the Property (the "Operating Expenses") which are anticipated by Borrower to be incurred shall be set forth in each Operating Budget on a detailed itemized monthly basis, and shall include, without limitation, the following costs and expenses: (i) all receipts projected for the period salaries, wages, fringe benefits, payroll taxes and other costs related to employees of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), Borrower (ii) administrative and general costs and expenses related to the anticipated operating reserves Property, including accounting, legal and working capital projected other professional fees related to be required for such period, the Property; (iii) a schedule setting forth the timing repairs, maintenance and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or alterations, including janitorial and other period)cleaning expenses; and (iv) a five costs and fees hereunder and accounting, legal and other professional fees of persons who perform services required in connection with the Property (5)-year projection setting forth provided, however, if such persons are affiliated with Borrower, such costs and fees shall not exceed market rates); (v) all license fees and advertising costs incurred in respect of the estimated revenuesoperation of the Property; (vi) insurance costs and expenses in connection with the operation of the Property (except to the extent that the same are to be paid by disbursements from the Insurance Account pursuant to this Agreement); (vii) real and personal property taxes and assessments related to the Property (except to the extent that the same are to be paid by disbursements from the Tax Subaccount pursuant to this Agreement); (viii) charges for utilities servicing the Property; (ix) charges for elevator and HVAC maintenance; (x) water and sewer assessments and charges relating to the Property; (xi) operating expenses in connection with the operation, maintenance and marketing of the hotels located on the Property including consumable items (such as food and beverages, soap, cleaning materials, stationery and other similar items) used in the operation of the hotels which are properly chargeable against income under the Uniform System of Accounts for Hotels as published by the American Hotel Association of the United States and Canada; (xii) any other operating expenses and net of the Property not specified above but which are included within the calculation of operating income expenses (or lossincreases thereto) expected to be incurred for payable by tenants of the next five Property under the terms of their leases on a pass-through basis; (5xiii) years for the Company which shall be updated to compare the actual results leasing commissions relating to the projected results Property which are not paid pursuant to the "Capital Expense Budget" (as hereinafter defined); (xiv) obligations payable under leases of personal property assumed by Borrower in connection with the acquisition of the Property, with the approval of Lender, or otherwise approved by Lender, not to exceed amounts for such purpose set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of ; (xv) such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures expenses as Lender may approve. (d) The foregoing notwithstanding, Lender acknowledges that certain Operating Expenses may arise which are not set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may due to factors such as emergencies, the occurrence of events which were not be increased without anticipated at the prior approval of time the Management Committee.Operating Budget was prepared by Borrower and approved by Lender, increases in Operating Expenses caused by changes in labor rates, utility rates, real estate taxes or other similar matters ("Unbudgeted Expenses"

Operating Budget. Attached hereto as Exhibit C is (a) Commencing [January 1, 2017], not later than the beginning of each Fiscal Year the Borrower shall prepare or cause to be prepared an annual operating budget Operating Budget with respect to the Project for the Company ensuing Fiscal Year. Such Operating Budget shall set forth in reasonable detail the estimated Project Revenues, Operating Expenses, and Capital Expenditures from the Replacement Reserve Fund for the Project for such Fiscal Year and the estimated investment income and estimated amounts to be deposited in and withdrawn from (and the purposes for such withdrawals) the Escrow Fund, Replacement Reserve Fund and Administrative Expense Account under the Indenture. The Borrower may at any time adopt an amended Operating Budget for the remainder of the 2007 then current Fiscal Year. On October 31 of each Fiscal Year Copies of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review Budget and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each any amended Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for be filed no later than June 15th of the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for year preceding such Fiscal Year with the Trustee, the Issuer (at its written request), the Financial Monitor, the Significant Bondholder, if any, and each Owner requesting the same (at the address supplied to the Trustee by such Owner or other periodits authorized representative); and . (ivb) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (The Operating Budget or loss) expected amended Operating Budget to be incurred adopted by the Borrower shall provide for monthly deposits into the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth funds and accounts in the prior Operating Budgetamounts required under Section 5.02(a) or (b) of the Indenture, as applicable. The Operating Budget shall also include contain an estimate of the taxes (if any), assessments (if any) and insurance premiums next coming due with respect to the Project, and such estimate shall not be less than the respective amounts most recently having come due with respect to such taxes, assessments and insurance premiums, unless the Borrower shall have competent evidence that there is to be a detailed description decrease in such taxes, assessments and insurance premiums. (c) If for any reason the Borrower shall not have adopted the Operating Budget for a Fiscal Year before the first day of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating BudgetFiscal Year, the Operating Budget may not for the preceding year, with each line item thereof increased by 3%, shall be increased without deemed to have been adopted and be in effect for such Fiscal Year until the prior approval of Operating Budget for such Fiscal Year is adopted and a copy thereof filed with the Management CommitteeTrustee and the Financial Monitor. (d) [Reserved]. (e) [Reserved].

Operating Budget. Attached hereto as Exhibit C is the annual operating budget for the Company for the remainder of the 2007 2006 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 20072006, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the The Operating Member shall only have the authority to incur only the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased materially modified without the prior approval of the Management Committee.

Operating Budget. Attached hereto as Exhibit C is (i) No less than forty-five (45) days in advance of the annual beginning of each Fiscal Year, the Borrower shall adopt an operating plan and a budget for the Company Project setting forth in reasonable detail the projected requirements for the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company Operation and Maintenance Expenses and Maintenance Capital Expenses for the ensuing Fiscal Year for and provide a copy of such operating plan and budget at such time to the review Administrative Agent. (Each such operating plan and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the budget is herein called an “Operating Budget”). .) Each Operating Budget shall set forth on be prepared in accordance with a detailed itemized basis: form approved by the Financial Advisor and shall become effective upon approval, which shall not be unreasonably withheld, conditioned or delayed, of the Administrative Agent (i) all receipts projected for acting in consultation with the period of such Consultants). If the Borrower shall not have adopted an annual Operating Budget and all expenses, by category, for before the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount beginning of any Additional Contributions projected to be required Fiscal Year or any Operating Budget adopted by the Members for such Borrower shall not have been accepted by the Administrative Agent before the beginning of any upcoming Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth hereinYear, the Operating Member shall only have Budget for the authority to incur preceding Fiscal Year shall, until the costs adoption of an annual Operating Budget, by the Borrower and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in acceptance of such Operating Budget, as and if so permitted by the parameters Administrative Agent, be deemed to be in force and effective as the annual Operating Budget for such upcoming Fiscal Year. (ii) Each Operating Budget delivered to the Administrative Agent pursuant to this Section 7.01(j) shall be accompanied by a memorandum detailing all material assumptions used in the preparation of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the shall contain a line item for each Operating Budget may not be increased without Category, shall specify for each month and for each such Operating Budget Category the prior approval of the Management Committeeamount budgeted for such category for such month, and shall clearly distinguish Operation and Maintenance Expenses and Maintenance Capital Expenses.

Operating Budget. Attached hereto (1) The IPG shall adopt in each Operating Year (and revise as Exhibit C is necessary or prudent during such Operating Year), in accordance with its rules, an Operating Budget of Annual Project Costs for that Operating Year, which budget shall be in an amount estimated by the IPG to be sufficient to pay all Annual Project Costs. Such budget of Annual Project Costs shall be composed of separate budgets for each Segment of the Project, and shall be broken down into categories approved by the IPG. No less than 120 days prior to the beginning of each Operating Year the O&M Managers for each Segment shall prepare and submit to the IPG an annual budget of costs, which budget (or a revised budget) the IPG shall approve or disapprove no later than sixty (60) days prior to the beginning of said Operating Year, provided, that the annual operating budget shall include costs attributable to overhead or administrative and general costs of the O&M Manager, any Participant, or any agency or political subdivision of the State only to the extent that said costs are approved by the IPG before they are incurred, are reasonably incurred for labor directly employed by that O&M Manager in performance of its duties under the O&M Agreement, and would not have been incurred but for the Company activities undertaken as O&M Manager. (2) In accordance with rules established by the IPG, the Participants shall establish for each Operating Year the remainder of the 2007 Fiscal Year. On October 31 estimated Annual Payment Obligation of each Fiscal Year Participant, together with a schedule for each Participant of the Company commencing on October 31, 2007, payments that such Participant shall be required to make during the Operating Member Year pursuant to Section 10(d) of this Agreement, which payment schedule shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: be (i) all receipts projected for designed to recover such estimated Annual Payment Obligation from that Participant during the period of such Operating Budget Year, and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) revised during such Operating Year to reflect any revisions to the anticipated operating reserves Operating Budget. After the conclusion of each Operating Year, the IPG shall determine the actual Annual Project Costs for that Project Year, the actual Annual Payment Obligation of each Participant for that Operating Year, and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be additional payment required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee from (or the Members)amount of any refund to be returned to) each Participant to ensure that the total of all payments received from each Participant for each Operating Year is equal to that Participant's Annual Payment Obligation for that Operating Year. Except Said payment or refund shall be made in periodic installments as an adjustment to the Participants' billing statement over the next succeeding Operating Year, unless otherwise provided within any Operating Budget, determined by the Operating Budget may not be increased without the prior approval of the Management CommitteeIPG.

Operating Budget. Attached hereto as Exhibit C is Within thirty (30) days after the date of this Agreement, the Operating Member shall submit to the Management Committee for its approval an annual operating budget for the Company for the remainder of the 2007 Fiscal YearYear 2008. On or before October 31 of each Fiscal Year of the Company commencing on October 31, 20072008, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the Project Budget or the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing maintenance and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the The Operating Member shall only have the authority to incur only the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or and/or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committee.

Operating Budget. Attached hereto as Exhibit C is (i) The Borrower shall, not later than forty-five (45) days before the annual Final Completion Date, adopt an operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses and Maintenance Capital Expenses for the Company Project for the remainder period from such date to the conclusion of the 2007 then-current Fiscal YearYear and provide a copy of such operating plan and budget at such time to the Administrative Agent. On October 31 No less than forty-five (45) days in advance of the beginning of each Fiscal Year of the Company commencing on October 31, 2007thereafter, the Operating Member Borrower shall submit similarly adopt an operating plan and a new annual operating budget for the Company Project setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses and Maintenance Capital Expenses for the ensuing Fiscal Year for and provide a copy of such operating plan and budget at such time to the review Administrative Agent. (Each such operating plan and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the budget is herein called an “Operating Budget”). .) Each Operating Budget shall set forth on be prepared in accordance with a detailed itemized basis: form approved by the Independent Engineer and shall become effective upon approval, which shall not be unreasonably withheld, conditioned or delayed, of the Administrative Agent (i) all receipts projected acting in consultation with the Consultants). If the Borrower shall not have adopted an annual Operating Budget before the beginning of any Fiscal Year or any Operating Budget adopted by the Borrower shall not have been accepted by the Administrative Agent before the beginning of any upcoming Fiscal Year, the Operating Budget for the period preceding Fiscal Year shall, until the adoption of an annual Operating Budget, as the case may be, by the Borrower and acceptance of such Operating Budget and all expensesby the Administrative Agent, by category, for the Company (including, without limitation, all repairs and capital expenditures projected be deemed to be incurred during in force and effective as the annual Operating Budget for such period)upcoming Fiscal Year; provided that if the initial Operating Budget is not approved by the Administrative Agent, the Borrower may use a budget that is consistent with the Financial Model as of the Closing Date (or any updated Financial Model that has been approved by the Administrative Agent) until an initial Operating Budget is approved, and the Borrower shall work diligently to prepare an initial Operating Budget that is reasonably acceptable to the Administrative Agent. (ii) Each Operating Budget delivered to the anticipated operating reserves and working capital projected Administrative Agent pursuant to be required for such period, (iiithis Section 7.01(j) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth accompanied by a memorandum detailing all material assumptions used in the prior Operating Budget. The Operating Budget shall also include a detailed description preparation of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as shall contain a line item for each Operating Budget Category, shall specify for each month and if so permitted by the parameters of for each such Operating Budget)Budget Category the amount budgeted for such category for such month, without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committeeand shall clearly distinguish Operation and Maintenance Expenses and Maintenance Capital Expenses.

Operating Budget. Attached hereto as Exhibit C is the annual operating budget for the Company for the remainder of the 2007 2009 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 20072009, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committee.

Operating Budget. Attached hereto as Exhibit C is (a) Deliver to the annual operating budget Administrative Agent for the Company for the remainder of the 2007 Fiscal Year. On October 31 its approval an Operating Budget not less than 30 days in advance of each Fiscal Year of calendar year satisfying the Company commencing on October 31requirements contained in the definition thereof; provided, 2007THAT, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “with respect to any Operating Budget”). Each , if the Administrative Agent fails to approve such Operating Budget shall set forth on a detailed itemized basis: (i) or provides notice to the Borrower that it rejects all receipts projected for the period or any portion of such Operating Budget, the Borrower and the Administrative Agent (in consultation with the Independent Engineer) agree to work in good faith to resolve such dispute; and PROVIDED, FURTHER, that if an Operating Budget is not adopted and all expensesapproved on or prior to the first day of any calendar year, the Borrower Entities shall adhere to the Interim Operating Budget until such time as an Operating Budget is adopted and approved by categorythe Administrative Agent (in consultation with the Independent Engineer); PROVIDED, for FURTHER, that, upon achievement of Commercial Operation with respect to Ceredo, the Company Borrower will submit a supplement to the 2001 Operating Budget, acceptable to the Arrangers, covering Ceredo. (includingb) Subject to clauses (c) through (e) of this Section 5.11, without limitation, all repairs operate and capital expenditures projected maintain the Portfolio Assets or cause the Portfolio Assets to be incurred during such period)operated and maintained, in accordance with each Operating Budget. (iic) The Borrower Entities shall not make expenditures in respect of Operating Costs in any fiscal year in an aggregate amount in excess of 105% of the anticipated operating reserves and working capital projected to be required Budgeted Operating Costs for such periodfiscal year, (iii) a schedule setting forth PROVIDED THAT, the timing and Borrower Entities may make expenditures in any fiscal year in an aggregate amount in excess of any Additional Contributions projected 105%, but less than or equal to be required by 110%, of the Members Budgeted Operating Costs for such Fiscal Year fiscal year with the written consent of the Administrative Agent (after consultation with the Independent Engineer) and may make expenditures in any fiscal year in an aggregate amount in excess of 110% of the Budgeted Operating Costs for such fiscal year with the written consent of the Required Lenders. The Borrower Entities shall not make Capital Expenditures or other period); and (iv) a five (5)-year projection setting forth Maintenance Expenditures in any fiscal year in an aggregate amount in excess of 105% of the estimated revenuesCapital Expenditures or Maintenance Expenditures, expenses and net operating income (or loss) expected to be incurred for as the next five (5) years for the Company which shall be updated to compare the actual results to the projected results case may be, set forth in the prior Operating Budget. The Operating Budget in effect for such fiscal year; PROVIDED, THAT, the Borrower Entities may make expenditures in any fiscal year in an aggregate amount in excess of 105%, but less than or equal to 110%, of the budgeted Capital Expenditures or Maintenance Expenditures, as the case may be, for such fiscal year with the written consent of the Administrative Agent (after consultation with the Independent Engineer) and may make expenditures in any fiscal year in an aggregate amount in excess of 110% of the budgeted Capital Expenditures or Maintenance Expenditures, as the case may be, for such year with the written consent of the Required Lenders. (d) The Borrower Entities shall also include a detailed description not make re-allocations in respect of any line item Budgeted Operating Cost in any fiscal year in excess of 5% of such other informationBudgeted Operating Cost for such fiscal year, contractsprovided that the Borrower Entities may make re-allocations any fiscal year in an excess of 5%, agreements and other matters reasonably necessary but less than or equal to inform 10%, of any line item Budgeted Operating Cost for such fiscal year with the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale written consent of the Project Administrative Agent (or after consultation with the Independent Engineer) and may make re-allocations in any portion thereof) or as may be reasonably requested by any representative fiscal year in excess of 10% of a line item Budgeted Operating Cost for such fiscal year with the written consent of the Management Committee. Except as otherwise expressly set forth hereinRequired Lenders. (e) Notwithstanding the foregoing, in the event of any Emergency, the Operating Member shall only have Borrower Entities may make expenditures and/or reallocations in excess of the authority to incur the costs and expenditures limitations set forth in an clauses (c) and (d) to the extent of such amount reasonably necessary for the remediation of the conditions giving rise to such Emergency and otherwise in accordance with Prudent Industry Practice; PROVIDED, THAT, any expenditures made under this Section 5.11(e) in excess of $5,000,000 shall require the prior consent of the Required Lenders which consent shall not be unreasonably withheld, conditioned or delayed. The Borrower Entities shall notify the Administrative Agent in writing as soon as practicable after the commencement of any such Emergency. (f) The Borrower Entities shall undertake all Non-Discretionary Capital Expenditures set forth from time to time in each approved Operating Budget (in accordance with such Operating Budget subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etcother provisions of this Section 5., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committee.

Operating Budget. Attached hereto THCM or its successors and assigns, as Exhibit C is property manager of the annual operating budget Bazaar Improvements, shall prepare and submit to the Board, for the Company Board's review and approval, prior to the issuance of a certificate of occupancy for the remainder Bazaar Improvements and thereafter at least thirty (30) days prior to the end of each fiscal year of the 2007 Fiscal YearPartnership, a budget ("OPERATING BUDGET") for the ensuing fiscal year or portion thereof. On October 31 Following the approval of an Operating Budget, TrizecHahn acting alone shall have the power to authorize THCM to incur any expenditures authorized to be incurred under such approved Operating Budget for the period covered by such approved Operating Budget, without the consent of the Board. If the Board does not approve any proposed Operating Budget for any fiscal year of the Company, then the last approved Operating Budget (as previously increased, if applicable, pursuant to the following provisions of this sentence) shall be deemed to apply with respect to such fiscal year until a revised Operating Budget is approved for such fiscal year; provided, however, (i) appropriate adjustments to such last approved Operating Budget shall automatically be made to reflect actual increases in real property taxes, insurance premiums, utility charges, and similar items over which the Company has no control, and (ii) each Fiscal Year other item other than any non-recurring items (e.g., capital expenditures, including tenant improvements in excess of the applicable amount set forth in the last approved Operating Budget) in such last approved Operating Budget shall be increased by ten percent (10%) annually until such time as the Board is able to agree upon a revised Operating Budget. In addition, TrizecHahn acting alone shall be authorized without the consent of the Board to incur, or authorize THCM to incur, expenditures on behalf of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval in excess of the Management Committee (various line item amounts that TrizecHahn is authorized to incur in the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each last approved Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for provided the period sum of such Operating Budget expenditures and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures expenses projected to be incurred during in the future under such periodOperating Budget in the aggregate do not exceed one hundred five percent (105%) of the aggregate estimated expenditures set forth in, and with respect to the period covered by, such approved Operating Budget. Following the Opening, THCM's responsibilities shall be as follows: (a) THCM shall establish an on-site property management team to manage, market, operate, lease and maintain the Bazaar Improvements. (b) The Company shall provide THCM on-site office space (with respect only for the management and leasing of the Center) at the Center for a management office without any fee or charge for such space not to exceed six thousand (6,000) square feet. (c) THCM shall perform, or cause to be performed, all duties of the Company as lessor under the leases with tenants leasing space in the Center. (d) THCM shall collect all rent and other monies due from tenants and any sums otherwise due the Company with respect to the Center in the ordinary course of business. (e) THCM shall coordinate the leasing of space in the Center (including the initial leasing of space in the Center, as well as all subsequent re-leasing of space), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing shall procure new leases and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years lease renewals for the Company on terms and conditions which are in general accordance with the approved leasing plan. When appropriate, THCM will delegate the leasing of space in the Center, or a portion thereof, to third-party independent leasing agents or brokers; provided, however, that the total leasing commission shall not exceed the fees set forth pursuant to Section 2.08. Any leasing commission payable to third-party independent leasing agents or brokers previously in communication with Holdings II or representing tenants (and not engaged by THCM on behalf of the Company) shall not reduce the fees payable to THCM or its affiliates as set forth pursuant to Section 2.08 under Leasing Fees. It is the understanding of the parties that third party brokers previously in communication with Holdings II shall be paid as third party brokers if and when appropriate in accordance with the provisions of this Agreement. (f) Upon the Company's approval by the Board of the Leasing Plan or updated to compare Leasing Plan, THCM shall negotiate and execute on behalf of and as the actual results agent of the Company all new leases, lease renewals and any assignments, amendments or terminations thereof that are consistent with the Leasing Plan, provided, however, that leases for space in excess of 12,500 square feet shall be submitted to the projected results set forth in Board for approval prior to execution. (g) THCM shall prepare all documentation for any lease transaction at the prior Operating Budget. The Operating Budget shall also include a detailed description of such other informationagreed-upon lease documentation rate. (h) THCM shall, contracts, agreements at the Company's cost and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing expense and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee Board, retain the services of a Marketing Director who shall provide specialized marketing services for the Center. (or i) THCM shall, on behalf of and at the Members). Except as otherwise provided within any Operating BudgetCompany's cost and expense, the Operating Budget may not enforce all lease provisions to be increased without the prior approval performed by tenants of the Management CommitteeCenter. (j) THCM shall coordinate the security for the Center. (k) THCM shall, at the Company's cost and expense, operate and maintain the Center as a first-class regional shopping center and cause the Company to comply with its Operating Covenant under the REA.

Operating Budget. Attached hereto as Exhibit C is the annual The Annual Business Plan includes an operating budget for the Company for Campus that has been approved by the remainder of the 2007 Fiscal YearMembers. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual Each operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget Campus shall set forth on a reasonably detailed itemized basis: , (i) all receipts projected to be received for the period of such Operating Budget operating budget and all expenses, by reasonable category, projected to be incurred for the Company Campus (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), and (ii) the anticipated operating reserves and working capital for the Campus projected to be required for such period. At least thirty (30) days prior to the end of each Fiscal Year (and at such additional times as are determined by the Manager), the operating budget shall be updated by the Manager and submitted to the Executive Committee for its review and approval (and concurrently provided to the SW Member) as part of the updated Approved Business Plan pursuant to Section 2.08. Each operating budget that is approved by the Executive Committee pursuant to this Section 2.09 is referred to herein as the “Operating Budget.” Subject to the terms of Section 2.04(i) (which requires additional Executive Committee approval for any capital expenditures in excess of One Million Dollars ($1,000,000)), the Manager shall have the right, power and authority to cause the Company and each Subsidiary to incur actual expenditures (with such entity’s funds) for any of the items set forth in, and with respect to, the period covered by an approved Operating Budget (as the Operating Budget may be adjusted in accordance with the provisions set forth below), without the further consent of the Executive Committee or any Member. The Manager shall also have the right, power and authority without the consent of the Executive Committee or any Member (i) to cause the Company or any Subsidiary to incur any Emergency Expense, (ii) to apply the contingency line item and any line item cost savings set forth in the Operating Budget for the Campus to any other line items set forth therein, (iii) a schedule setting forth to cause the timing Company and amount each Subsidiary to incur expenditures in excess of any Additional Contributions projected to be required subtotal of categories of line items contained in the Operating Budget and described as Subtotal Cleaning, Subtotal Maintenance, Subtotal Utilities, Subtotal Association Expense, Subtotal Admin Expenses, and Subtotal Fixed Expenses, provided that any such expenditure does not exceed any such subtotal by the Members for such Fiscal Year greater of ten percent (10%) or other periodFifty Thousand Dollars ($50,000); , and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for cause the Company which shall be updated and each Subsidiary to compare make any expenditures outside of the actual results to Operating Budget provided that the projected results set forth aggregate amount of the expenditures described in the prior Operating Budgetthis clause (iv) for any Fiscal Year does not exceed One Hundred Thousand Dollars ($100,000). The Operating Budget shall also include a detailed description of such other informationbe automatically adjusted to take into account any increases in real property taxes, contractsinsurance premiums, agreements utility charges and other matters reasonably necessary to inform similar items over which the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing Company and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committeeeach Subsidiary have no control. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject this Section 2.09, the Manager may not cause the Company or any Subsidiary to incur any expenses in connection with the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval operation of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased Campus without the prior approval written consent of the Management Executive Committee.

Operating Budget. Attached hereto as Exhibit C is (a) The Owner must operate the annual operating budget for Development in accordance with the Company for the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being such budget to be approved by the Authority (the “Operating Budget”). Each The initial, Authority-approved Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period first year of such operations) is attached hereto as Exhibit B. (b) For each Development Fiscal Year, the Owner shall provide the Authority, not later than one hundred twenty (120) calendar days before the beginning of each Development Fiscal Year, a proposed Operating Budget and all expenses, by category, for the Company (includingDevelopment for review and approval. Upon approval of the Operating Budget, without limitation, all repairs and capital expenditures projected to any proposed withdrawals from reserves shall be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required deemed approved by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating BudgetAuthority. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant be subject to the ownershipAuthority’s written approval, operation, management, maintenance, leasing and sale including approval by the members of the Project Authority’s Board of Commissioners (or the “Board”) to the extent required by RAD Requirements. (c) The parties agree to cooperate to resolve any portion thereofdifferences regarding the proposed Operating Budget. If the Authority and the Owner dispute a proposed Operating Budget, then the Owner shall use the prior year’s numbers with a 3% escalation until the dispute is resolved and the Operating Budget is approved by the Board. (d) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth hereinprovided below, the Operating Member Owner shall only have expend funds in accordance with the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject and may request an amendment to the ability Operating Budget should any variances be predicted. Any increase in the approved Operating Budget in excess of ten percent (10%) of the overall budget must be approved by the Authority prior to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in expenditure. The Owner shall provide quarterly reports indicating actual expenses over such quarter and identify all variances from the approved Operating Budget, as and if so permitted by including but not limited to any decrease in the parameters approved Operating Budget in excess of such Operating Budget), without any further approval ten percent (10%) of the Management Committee overall budget. (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the e) No prior approval of the Management CommitteeAuthority shall be required for expenditures in emergency situations involving manifest danger to persons or property or required to avoid suspension of any necessary service, in which the Authority cannot be contacted. In such cases, the Owner shall notify the Authority in writing of the situation and what actions were taken to ▇▇▇▇▇ the problem within forty-eight (48) hours of such expenditures.

Operating Budget. Attached hereto (a) The Borrower shall, no later than thirty (30) days before the commencement of each calendar year, submit a proposed Operating Budget with respect to such calendar year to the Administrative Agent, which proposed Operating Budget automatically shall become the Operating Budget of the Borrower for such calendar year if no Account Trigger Event shall have occurred and be continuing as Exhibit C of the first day of such calendar year. Upon the occurrence of any Account Trigger Event, the future portion of the current Operating Budget shall be subject to review and approval by the Administrative Agent in consultation with the Independent Engineer, which approval shall not be unreasonably withheld or delayed and shall be granted or withheld in light of Prudent Utility Practices. Failure by the Administrative Agent to provide a notice of approval or non-approval within thirty (30) days after the later of (i) the occurrence of the Account Trigger Event and (ii) the date of the Administrative Agent's receipt of such Operating Budget, shall be deemed approval thereof. If the Borrower has not submitted a proposed Operating Budget in accordance with this Section 5.20(a) or if the Operating Budget is subject to the annual operating budget approval of the Administrative Agent but has not been so approved, the Pipeline may continue to operate in accordance with the Operating Budget for the Company immediately preceding calendar year, as increased by ten percent (10%) for each item therein for so long as the Operating Budget for the calendar year in question is not so submitted by the Borrower or approved by the Administrative Agent. (b) If an Account Trigger Event shall have occurred and be continuing, the Borrower will not, without the consent of the Administrative Agent, expend any amount or incur any obligations (i) for any classification of Operating Expenses during any calendar year that exceed, by more than ten percent (10%), the amount provided for such classification of Operating Expenses set forth in the Operating Budget in effect for such calendar year or (ii) for aggregate Operating Expenses during any calendar year that exceed, by more than five percent (5%), the amount provided for aggregate Operating Expenses set forth in the Operating Budget in effect for such calendar year. (c) The Borrower may from time to time adopt an amended Operating Budget for the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31any calendar year; provided, 2007however, that if an Account Trigger Event shall have occurred and be continuing, such amended Operating Budget shall be effective as the Operating Member shall submit a new annual operating budget Budget for the Company for remainder of such calendar year only upon the ensuing Fiscal Year for the review and approval of the Management Committee (Administrative Agent in consultation with the initial Independent Engineer, which approval shall not be unreasonably withheld or delayed and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare granted or withheld in light of Prudent Utility Practices and the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description provisions of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etcSection 5.20(a)., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committee.

Operating Budget. Attached hereto (a) No less than thirty (30) days prior to the beginning of each calendar year, the Company shall prepare a proposed operating plan and a budget in the form attached as Exhibit C is B (Operating Budget) setting forth the annual operating budget projected requirements for operation and maintenance expenses for the Company for and the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company Project for the ensuing Fiscal Year for calendar year and provide the review Collateral Agent with a copy of such operating plan and approval of the Management Committee budget (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: all material assumptions used in the preparation of such Operating Budget, and shall become effective upon approval of the Collateral Agent, acting upon the instructions of the Required Holders; provided, that if the Collateral Agent shall not have approved or disapproved the Operating Budget within twenty-one (21) days after receipt thereof, such Operating Budget shall be deemed to have been approved; provided, further, that any proposed Operating Budget that does not exceed the projected operating budget for such year in the Closing Base Case Projections by more than 10% shall be deemed to have been approved. If the Company does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (i) all receipts projected for any items of the period of such proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) all other items shall be increased by the anticipated operating reserves lesser of (x) two and working capital projected to be required one-half percent (2.5%) and (y) the increase proposed by the Company for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for item in such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior proposed Operating Budget. The Operating Budget for calendar year 2017 attached hereto as Exhibit C (2017 Operating Budget) is hereby approved. (b) Each Operating Budget delivered pursuant to this Section 9.13 shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or contain operating budget categories as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget Exhibit B (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of and shall specify for each fiscal quarter and for each such operating budget category the Management Committee amount budgeted for such category for such fiscal quarter. (or the Members). Except as otherwise provided within any Operating Budget, the c) Each Operating Budget may only be amended with the prior written consent of the Collateral Agent (acting upon the instructions of the Required Holders in consultation with the Independent Engineer), which consent shall not be increased without the prior approval of the Management Committeeunreasonably withheld, conditioned, or delayed.

Operating Budget. Attached hereto as Exhibit C is The Operating Partners shall prepare and deliver to IMA Corp. for IMA Corp.'s review and approval, which approval shall not be unreasonably withheld, at least thirty (30) days prior to the annual beginning of each fiscal year of the Partnership, an operating budget ("Operating Budget") for such fiscal year or portion thereof with respect to the Project; provided, however, the Partners acknowledge that the Operating Budget for the Company for 1991 fiscal year was previously delivered to ▇▇▇▇ (the remainder predecessor-in-interest to IMA Corp.) and approved by ▇▇▇▇ in accordance with the provisions of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”)Letter Agreement. Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts (including proceeds projected to arise from the occurrence of the sale or other disposition of the Project or any applicable portion thereof, which proceeds shall be separately identified) projected for the period of such Operating Budget and all expenses, by category, for of owning and operating the Company Project or any applicable portion thereof (including, without limitation, all repairs and including capital expenditures improvements projected to be incurred during such period). If, (ii) following the anticipated operating reserves and working capital projected to be required approval of the Operating Budget for such periodthe 1991 fiscal year, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required Operating Budget proposed by the Members Operating Partners for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth any subsequent fiscal year is not approved by IMA Corp., then the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an last approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc.as previously increased, if anyapplicable, contained in accordance with the provisions set forth below in this Section 2.05 (but exclusive of any capital improvements included in such Operating Budget, as and if so permitted by the parameters of such fiscal year Operating Budget)) shall be deemed to apply with respect to such fiscal year until a revised Operating Budget is approved for such year; provided, however, (i) appropriate adjustments to such last approved Operating Budget shall be automatically made to reflect actual increases in real property taxes, insurance premiums, utility charges, and similar items over which the Partnership has no control, and (ii) each other item of expense in such last approved Operating Budget shall be increased by one percent (1%) semi-annually until such time as the Partners are able to agree upon a revised Operating Budget. Subject to the restriction on the execution of documents set forth in Section 2.01(a), either of the Operating Partners shall have the power to incur costs on behalf of the Partnership, without the consent of any further approval other Partner, during the period covered by any pertinent Operating Budget applicable to such period in accordance with this Section 2.05 so long as the amount of any such expenditure incurred by the Partnership or by such Operating Partner on behalf of the Management Committee (or the Members). Except as otherwise provided Partnership for any line item included within any Operating Budget, the such Operating Budget may does not be increased without exceed the prior approval amount of the Management Committeeprojected expenditure for such line item set forth in such budget (as previously increased, if applicable, in accordance with the provisions set forth above in this Section 1.05).

Operating Budget. Attached hereto as Exhibit C is (a) Deliver to the annual operating budget Administrative Agent for the Company for the remainder of the 2007 Fiscal Year. On October 31 its approval (such approval not to be unreasonably conditioned, withheld or delayed) an Operating Budget not less than 30 days in advance of each Fiscal Year of calendar year satisfying the Company commencing on October 31, 2007, requirements contained in the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee definition thereof (it being understood that the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall cover the period through December 31, 2003); provided, that, with respect to any Operating Budget, if the Administrative Agent fails to approve such Operating Budget or provides notice to the Borrower that it rejects all or any portion of such Operating Budget, the Borrower and the Administrative Agent (in consultation 83 with the Independent Experts) agree to work in good faith to resolve such dispute; and provided, further, that if an Operating Budget is not adopted and approved on or prior to the first day of any calendar year, the Borrower Entities shall adhere to the Interim Operating Budget until such time as an Operating Budget is adopted and approved by the Administrative Agent (in consultation with the Independent Experts). (b) Subject to clauses (c) through (f) of this Section 5.11, operate and maintain the Portfolio Assets or cause the Portfolio Assets to be operated and maintained, in accordance with each Operating Budget. (c) The Borrower Entities shall not make expenditures in respect of Operating Costs in any fiscal year or, with respect to the period from and after the Restructuring Effective Date through December 31, 2003 (the "Initial Budget Period"), in such Initial Budget Period, in an aggregate amount in excess of 110% of the Budgeted Operating Costs for such fiscal year or the Initial Budget Period, as applicable, provided that, the Borrower Entities may make expenditures in any fiscal year or the Initial Budget Period, as applicable, in an aggregate amount in excess of 110%, but less than or equal to 115%, of the Budgeted Operating Costs for such fiscal year or the Initial Budget Period, as applicable, with the written consent of the Administrative Agent (after consultation with the Independent Experts) (such consent not to be unreasonably withheld, conditioned or delayed) and may make expenditures in any fiscal year or the Initial Budget Period, as applicable, in an aggregate amount in excess of 115% of the Budgeted Operating Costs for such fiscal year or the Initial Budget Period, as applicable, with the written consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed); provided, that nothing in this Section 5.11 shall impose any spending limitation on or prevent the Borrower from making expenditures in excess of the Budgeted Operating Costs for the purchase of any fuel (including transportation thereof), Energy-Related Products, Allowances or Environmental Cap Ex required for the operation of the Portfolio Assets or for compliance with the Financing Documents; and provided, further, that, the Borrower may propose amendments to the then-existing Operating Budget due to material changes in the operation of the Portfolio Assets which amendments shall be subject to the receipt of the prior written consent of the Lead Arrangers, after consultation with the Independent Experts (such consent not to be unreasonably withheld, conditioned or delayed). The Borrower Entities shall not make Capital Expenditures (other than Environmental Cap Ex), in any fiscal year or the Initial Budget Period, as applicable, in an aggregate amount in excess of 110% of the Capital Expenditures (other than Environmental Cap Ex) set forth on in the Operating Budget in effect for such fiscal year or the Initial Budget Period, as applicable; provided, that, the Borrower Entities may make expenditures in any fiscal year or the Initial Budget Period, as applicable, in an aggregate amount in excess of 110%, but less than or equal to 115%, of the budgeted Capital Expenditures (other than Environmental Cap Ex) for such fiscal year or the Initial Budget Period, as applicable, with the written consent of the Administrative Agent (after consultation with the Independent Experts) (such consent not to be unreasonably withheld, conditioned or delayed) and may make expenditures in any fiscal year or the Initial Budget Period, as applicable, in an aggregate amount in excess of 115% of the budgeted Capital Expenditures (other than Environmental Cap Ex) for such fiscal year or the Initial Budget Period, as applicable, with the written consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, it is understood and agreed that this Section 84 5.11(c), together with Section 5.11(d) below, imposes "line-item" budget expenditure restrictions only with respect to Capital Expenditures (other than Environmental Cap Ex) as set forth above. (d) The Borrower Entities shall not make re-allocations in respect of any line item of Budgeted Operating Cost in any fiscal year or the Initial Budget Period, as applicable, in excess of 10% of such line item of Budgeted Operating Cost for such fiscal years; provided, that, the Borrower Entities may make re-allocations in any fiscal year or the Initial Budget Period, as applicable, of any line item of Budgeted Operating Cost for such fiscal year or the Initial Budget Period, as applicable, in an excess of 10% of such line item of Budgeted Operating Cost, but less than or equal to 15% of such line item of Budgeted Operating Cost, with the written consent of the Administrative Agent (after consultation with the Independent Experts) (such consent not to be unreasonably withheld, conditioned or delayed) and may make re-allocations in any fiscal year or the Initial Budget Period, as applicable, in excess of 15% of a detailed itemized basis: line item of Budgeted Operating Cost for such fiscal year or the Initial Budget Period, as applicable, with the written consent of the Lead Arrangers (isuch consent not to be unreasonably withheld, conditioned or delayed). (e) all receipts projected Notwithstanding the foregoing, in the event of any Emergency, the Borrower Entities may make expenditures and/or reallocations in excess of the limitations set forth in clauses (c) and (d) to the extent of such amount reasonably necessary for the period remediation of the conditions giving rise to such Emergency and otherwise in accordance with Prudent Industry Practice. (f) To the extent that modifications to, or deviations from, an approved Operating Budget have been consented to by the Administrative Agent or the Lead Arrangers, as applicable, such modifications or deviations shall be deemed to amend such approved Operating Budget and all expenses, by category, for references in this Agreement or the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results Financing Documents to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary be deemed to inform the Management Committee of all matters relevant refer to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committeeas so amended.

Operating Budget. Attached hereto as Exhibit C is Other than with respect to the development and construction of the Project, the Company shall operate the Project under a business plan and an annual operating budget (each, an “Operating Budget”) commencing for the Company period beginning as of the date of issuance of a certificate of occupancy for any of the residential units in the Project. The TCR Member shall deliver to the Members for approval the initial proposed Operating Budget for the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year beginning as of the Company commencing on October 31, 2007, the Operating Member shall submit date of issuance of a new annual operating budget certificate of occupancy for the Company for the ensuing Fiscal Year for the review and approval any of the Management Committee (residential units in the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a Project not later than forty-five (5)-year projection setting forth 45) days before the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budgetbeginning of that period. The Operating Budget for each Fiscal Year thereafter shall also include a detailed description of such other informationbe proposed by the Management Company, contracts, agreements after which the TCR Member shall review the Operating Budget as proposed by the Management Company and other matters reasonably necessary deliver it to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale with its recommendations by not later than November 1st of the Project (preceding Fiscal Year or any portion thereof) or as may be reasonably requested 10 days after receipt of the proposed Operating Budget from the Management Company, whichever is later. After the Operating Budget has been approved by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating TCR Member shall only have or shall cause Management Company to implement it on behalf of Company and TCR Member and the authority Management Company may incur and may cause the Company to incur the costs expenditures and expenditures set forth obligations therein provided. No material changes or departures from any item in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted shall be made by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased TCR Member without the prior approval of the Management CommitteeBR Member. If an Operating Budget has not been approved by January 1st of any Fiscal Year, the Company, until such approval can be achieved, shall continue to operate the Project under the Operating Budget for the previous Fiscal Year with such adjustments as may be necessary to reflect deletion of non- recurring expense items set forth in the previous Operating Budget and positive or negative adjustments in insurance costs, taxes, utility costs and Debt Service payments. The TCR Member shall promptly advise and inform the BR Member of any transaction, notice, event or proposal directly relating to the management and operation of the Project, other assets of the Company or the Company which is expected to cause a material deviation from the Operating Budget.

Operating Budget. Attached hereto as Exhibit C is (i) The Borrower shall, with respect to the annual Existing Plants, not later than the Closing Date, and, with respect to the Aberdeen II Plant, not later than thirty (30) days before the Final Completion Date, adopt an operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses and Maintenance Capital Expenses for such plant(s) for the Company for period from such date to the remainder conclusion of the 2007 then-current Fiscal YearYear and provide a copy of such operating plan and budget at such time to the Administrative Agent. On October 31 No less than forty-five (45) days in advance of the beginning of each Fiscal Year of the Company commencing on October 31, 2007thereafter, the Operating Member Borrower shall submit similarly adopt an operating plan and a new annual operating budget for the Company Existing Plants (or, if after the Conversion Date, the entire Project) setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses and Maintenance Capital Expenses for the ensuing Fiscal Year for and provide a copy of such operating plan and budget at such time to the review Administrative Agent. (Each such operating plan and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the budget is herein called an “Operating Budget”). .) Each Operating Budget shall set forth on be prepared in accordance with a detailed itemized basis: form approved by the Independent Engineer and shall become effective upon approval, which shall not be unreasonably withheld, conditioned or delayed, of the Administrative Agent (i) all receipts projected for acting in consultation with the period of such Consultants). If the Borrower shall not have adopted an annual Operating Budget and all expenses, by category, for before the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount beginning of any Additional Contributions projected to be required Fiscal Year or any Operating Budget adopted by the Members for such Borrower shall not have been accepted by the Administrative Agent before the beginning of any upcoming Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth hereinYear, the Operating Member shall only have Budget for the authority to incur preceding Fiscal Year shall, until the costs adoption of an annual Operating Budget, by the Borrower and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in acceptance of such Operating Budget, as and if so permitted by the parameters Administrative Agent, be deemed to be in force and effective as the annual Operating Budget for such upcoming Fiscal Year. (ii) Each Operating Budget delivered to the Administrative Agent pursuant to this Section 7.01(j) shall be accompanied by a memorandum detailing all material assumptions used in the preparation of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the shall contain a line item for each Operating Budget may not be increased without Category, shall specify for each month and for each such Operating Budget Category the prior approval of the Management Committeeamount budgeted for such category for such month, and shall clearly distinguish Operation and Maintenance Expenses and Maintenance Capital Expenses.

Operating Budget. Attached hereto as Exhibit C is (a) Deliver to the annual operating budget Administrative Agent for the Company for the remainder of the 2007 Fiscal Year. On October 31 its approval (such approval not to be unreasonably conditioned, withheld or delayed) an Operating Budget not less than 30 days in advance of each Fiscal Year of calendar year satisfying the Company commencing on October 31, 2007, requirements contained in the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee definition thereof (it being understood that the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall cover the period through December 31, 2003); provided, that, with respect to any Operating Budget, if the Administrative Agent fails to approve such Operating Budget or provides notice to the Borrower that it rejects all or any portion of such Operating Budget, the Borrower and the Administrative Agent (in consultation with the Independent Experts) agree to work in good faith to resolve such dispute; and provided, further, that if an Operating Budget is not adopted and approved on or prior to the first day of any calendar year, the Borrower Entities shall adhere to the Interim Operating Budget until such time as an Operating Budget is adopted and approved by the Administrative Agent (in consultation with the Independent Experts). (b) Subject to clauses (c) through (f) of this Section 5.11, operate and maintain the Portfolio Assets or cause the Portfolio Assets to be operated and maintained, in accordance with each Operating Budget. (c) The Borrower Entities shall not make expenditures in respect of Operating Costs in any fiscal year or, with respect to the period from and after the Restructuring Effective Date through December 31, 2003 (the "Initial Budget Period"), in such Initial Budget Period, in an aggregate amount in excess of 110% of the Budgeted Operating Costs for such fiscal year or the Initial Budget Period, as applicable; provided that, the Borrower Entities may make expenditures in any fiscal year or the Initial Budget Period, as applicable, in an aggregate amount in excess of 110%, but less than or equal to 115%, of the Budgeted Operating Costs for such fiscal year or the Initial Budget Period, as applicable, with the written consent of the Administrative Agent (after consultation with the Independent Experts) (which consent shall not be unreasonably withheld, conditioned or delayed) may make expenditures in any fiscal year or the Initial Budget Period, as applicable, in an aggregate amount in excess of 115% of the Budgeted Operating Costs for such fiscal year or the Initial Budget Period, as applicable, with the written consent of the Lead Arrangers (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that nothing in this Section 5.11 shall impose any spending limitation on or prevent the Borrower from making expenditures in excess of the Budgeted Operating Costs for the purchase of any fuel (including transportation thereof), Energy-Related Products, Allowances or Environmental Cap Ex required for the operation of the Portfolio Assets or compliance with the Financing Documents; and provided, further, that the Borrower may propose amendments to the then-existing Operating Budget due to material changes in the operation of the Portfolio Assets which amendments shall be subject to the receipt of the prior written consent of the Lead Arrangers, after consultation with the Independent Experts (such consent not to be unreasonably withheld, conditioned, or delayed). The Borrower Entities shall not make Capital Expenditures (other than Environmental Cap Ex) in any fiscal year or the Initial Budget Period, as applicable, in an aggregate amount in excess of 110% of the Capital Expenditures (other than Environmental Cap Ex) set forth on in the Operating Budget in 90 effect for such fiscal year or the Initial Budget Period, as applicable; provided, that, the Borrower Entities may make expenditures in any fiscal year or the Initial Budget Period, as applicable in an aggregate amount in excess of 110%, but less than or equal to 115%, of the budgeted Capital Expenditures (other than Environmental Cap Ex) for such fiscal year or the Initial Budget Period, as applicable, with the written consent of the Administrative Agent (after consultation with the Independent Experts) (such consent not to be unreasonably withheld, conditioned or delayed) and may make expenditures in any fiscal year or the Initial Budget Period, as applicable, in an aggregate amount in excess of 115% of the budgeted Capital Expenditures (other than Environmental Cap Ex) for such fiscal year or the Initial Budget Period as applicable, with the written consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, it is understood and agreed that this Section 5.11(c), together with Section 5.11(d) below, imposes "line-item" budget expenditure restrictions only with respect to Capital Expenditures (other than Environmental Cap Ex) as set forth above. (d) The Borrower Entities shall not make re-allocations in respect of any line item of Budgeted Operating Costs in any fiscal year or the Initial Budget Period, as applicable, in excess of 10% of such line item of Budgeted Operating Cost for such fiscal year; provided, that, the Borrower Entities may make re-allocations in any fiscal year or the Initial Budget Period as applicable, of any line item of Budgeted Operating Cost for such fiscal year or the Initial Budget Period, as applicable, in excess of 10% of such line item of Budgeted Operating Cost, but less than or equal to 15% of such line item of Budgeted Operating Cost, with the written consent of the Administrative Agent (after consultation with the Independent Experts) (such consent not to be unreasonably withheld, conditioned or delayed) and may make re-allocations in any fiscal year or the Initial Budget Period as applicable, in excess of 15% of a detailed itemized basis: line item of Budgeted Operating Cost for such fiscal year or the Initial Budget Period as applicable with the written consent (isuch consent not to be unreasonably withheld, conditioned or delayed) all receipts projected of the Lead Arrangers. (e) Notwithstanding the foregoing, in the event of any Emergency, the Borrower Entities may make expenditures and/or reallocations in excess of the limitations set forth in clauses (c) and (d) to the extent of such amount reasonably necessary for the period remediation of the conditions giving rise to such Emergency and otherwise in accordance with Prudent Industry Practice. (f) To the extent that modifications to, or deviations from, an approved Operating Budget have been consented to by the Administrative Agent or the Lead Arrangers, as applicable, such modifications or deviations shall be deemed to amend such approved Operating Budget and all expenses, by category, for references in this Agreement or the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results Financing Documents to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary be deemed to inform the Management Committee of all matters relevant refer to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committeeas so amended.

Operating Budget. Attached hereto as Exhibit C is (a) The Borrower shall, not less than 30 days before the annual Borrowing Date, adopt an operating plan and a budget of debt service, proposed partnership distributions, maintenance, repair and operation expenses for the period from the Borrowing Date to the conclusion of the initial Operating Year; and no less than 30 days in advance of the beginning of each Operating Year thereafter it will similarly adopt an operating plan and a budget of debt service, proposed partnership distributions, maintenance, repair and operation expenses (including reasonable allowances for contingencies) for the ensuing Operating Year. Copies of the proposed budget for each Operating Year shall be furnished at least 30 days before final adoption thereof to the Company Lender for its approval (such approval not to be unreasonably withheld). A proposed budget so furnished to the Lender shall be deemed to have been approved by the Lender if the Lender does not inform the Borrower of any objections with respect thereto within 20 days of the receipt thereof. The approved budget, as amended by approved amendments pursuant to Section 8.10(b) hereof, is referred to herein as the "Operating Budget". The Operating Budget shall be prepared on the basis of requirements for each month within the relevant Operating Year, showing the debt service, proposed partnership distributions, maintenance, repair and operation expenses for such month. If for any reason the Borrower shall not have adopted an annual Operating Budget before the beginning of any Operating Year, the Operating Budget for the preceding Operating Year shall, until the adoption of an Operating Budget for the new Operating Year, be deemed to be in force and be effective as the Operating Budget for such Operating Year. (b) The Borrower may at any time adopt an amended annual Operating Budget for the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal then current Operating Year of the Company commencing on October 31and, 2007when so adopted, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each such amended Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected be deemed to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or effective as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may for such Operating Year. A copy of any such amended Operating Budget which is proposed shall be furnished at least 10 days before final adoption thereof to the Lender for its approval (not to be increased without unreasonably withheld). (c) The Borrower covenants that it will not expend any amount or incur any obligation for any item or classification of maintenance, repair and operation expenses during any Operating Year which exceeds the prior approval amount provided for such item and classification in the Operating Budget for such Operating Year unless such expenditures could not reasonably be anticipated and failure to make such expenditure would have created an abnormal risk of personal injury to employees or significant damage to the Management CommitteeFacility and, in any event, the Borrower covenants that it will advise the Lender of such excess expenditures and prepare an amended Operating Budget to reflect such changes as soon as practicable.

Operating Budget. Attached hereto as Exhibit C is (a) Ninety (90) days prior to the annual operating budget for the Company for the remainder Scheduled Date of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31Commercial Operation, 2007, the Operating Member Operator shall prepare and submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each to Owner an Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for approval by Owner for the period from the Date of such Operating Budget Commercial Operation until December 31 of the Year in which the Date of Commercial Operation occurred which shall include information required by the Credit Agreement. After the Date of Commercial Operation and all expensesat least one hundred twenty (120) days prior to the effective date of each annual budget, Operator shall submit to Owner a budget, which shall include the information required by categorythe Credit Agreement, for approval by Owner for the Company (including, without limitation, next Year. Such budget shall be for all repairs and capital expenditures projected reimbursable costs to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior operation of the Plant and shall include, but not be limited to, all reimbursable labor costs, expendable supplies, parts, office equipment and supplies, training and travel expenses, tools, subcontract maintenance, insurance and chemicals required to operate the Plant in accordance with this Agreement ("Operating Budget"). The Operating Budget Owner and Operator shall also include a detailed description of such other informationuse all reasonable efforts to resolve all budget differences. If, contractswith respect to any operating year, agreements Owner and other matters reasonably necessary to inform the Management Committee of Operator do not resolve all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth hereinbudget differences, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an most recently approved Operating Budget (subject escalated by three and one-half percent (3.5%)), without regard to amounts budgeted for extraordinary or non-recurring items, but including all costs for the ability Long Term Service Agreement and all contingency funds, shall be applicable until an Operating Budget is approved for such operating year. (b) During any Operating Budget period Operator may request Owner to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained approve an increase or decrease in such the approved Operating Budget, as and if so permitted by which approval shall not be unreasonably withheld. Operator shall not make a change in the parameters of such Operating Budget), without any further approval quality of the Management Committee services and/or equipment, alter the Scope of Services or alter the equipment described in the approved Operating Budget without the written consent of the Owner. (c) Operator shall make payments from the Operating Account only for expenses which are in the approved Operating Budget or which are approved in writing by Owner. (d) For the Members). Except as otherwise provided within any purposes of reviewing the performance of Operator in managing the Operating Budget, such reimbursable costs as fuel, service fees charged by the Utility, property and ad valorem taxes, shall not be considered. Operator will include and report all costs to Owner as a part of the Operating Budget may not be increased without the prior approval of the Management CommitteeBudget.

Operating Budget. Attached hereto as Exhibit C is (a) On or before September 1 of each year, the annual operating Operator shall submit to the Committee a budget of its estimate of Costs of Operation by calendar months for the Company operating year beginning January 1 next following. Such budget shall be subject to approval by the Committee which approval shall not unreasonably be withheld. The Committee shall approve such budget or a revised budget on or before November 1 in any such year. The budget will list the work force and expense therefor, materials, supplies, and other expenses associated with the normal maintenance program. Extraordinary items of maintenance will be detailed to set forth the cost of labor required beyond that available from the regular force and other expense which will be incurred. The operator will submit budget revisions as may become necessary from time to time during any operating year which the Committee shall promptly consider and which shall similarly be subject to approval by the Committee. The budget will guide expenditures for the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company for and maintenance purposes through the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budgetyear, except as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to may be required for such periodin an emergency. (b) In the event of emergency, (iii) a schedule setting forth the timing and amount forced outages, reductions in Net Generating Capability, or instances of any Additional Contributions projected to be unforeseen maintenance restricting production below that required by the Members Project Users when repairs could be effected more rapidly by expenditure of overtime and other expediting costs, the Project Users will be individually notified. Unless authorized by the Committee as Costs of Construction or Costs of Operation, Project Users desiring accelerated repairs will share pro rata, according to their respective Project Shares, the expediting costs expended to return the Project to the required operating level at an earlier date. (c) The Owners and Project Users recognize that it will be necessary for such Fiscal Year (continued operation of the Project, or to maintain the Project in operable condition, that the Operator be in a position to meet commitments for payroll, repairs and replacements, materials and supplies, services and other period); expenses of a continuing nature in order that it may fulfill its obligations to the Owners and (iv) a five (5)-year projection setting forth Project Users as Operator under this Agreement. Accordingly, notwithstanding any of the estimated revenuesprovisions of this Section 10, expenses the Operator, on behalf of the Owners and net operating income (Project Users, may make all expenditures in the normal course of business or loss) expected to be incurred in an emergency, all as the same are necessary for the next five (5) years proper and safe operation and maintenance of the Project. As soon as practicable after the making of any such expenditures, the Operator shall make a full report thereof to the Committee. The Operator shall take any action required by a final and binding order of any public authority having jurisdiction or in any emergency for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale safety of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etcProject., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committee.

Operating Budget. Attached hereto as Exhibit C is the annual operating budget for the Company for the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the The Operating Member shall only have the authority to incur only the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased materially modified without the prior approval of the Management Committee.

Operating Budget. Attached hereto as Exhibit C is the annual operating budget for the Company for the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (The Members have approved the initial and each new annual operating budget, as approvedleasing plan and capital expenditure schedule for each Property (collectively, being the “Operating Budget”)"OPERATING BUDGET") for the partial calendar year ending December 31, 1998. Each The initial Operating Budget shall set forth is more fully described on a detailed itemized basis: (i) all receipts projected for the period of such Schedule 4. The Operating Budget and all expenses, by category, for subsequent calendar years shall consist of a reasonable estimate of the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected costs to be incurred for the next five (5) years management, administration and maintenance of the Properties in the manner approved by the Members. No later than November 15 of each calendar year, the Manager will present a proposed Operating Budget for the Company following year to all of the Members for their consideration and approval. Any future Operating Budget is subject to revisions as may be required by the agreement of all of the Members. Any Member who does not send a written objection to the proposed Operating Budget to the Manager within thirty (30) days after receiving the proposed Operating Budget, will be deemed to have approved such proposed Operating Budget. If any Member objects to the Operating Budget within such thirty (30) day period, the Members will cooperate in good faith to try to reach agreement on an Operating Budget approved by all of the Members; until an Operating Budget is approved by all of the Members, the Manager shall be authorized to utilize, with respect to ordinary, normal and recurring items only, the prior year's Operating Budget with increases not greater than increases in the Consumer Pricing Index, except for interest, taxes and insurance which shall be updated to compare the increased based on actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc.increases, if any, contained in such Operating Budgetcost. Notwithstanding the foregoing, as with respect to each Property and if so permitted by without the parameters of such Operating Budget), without any further approval consent of the Management Committee Members, the Manager shall have the right, in its reasonable discretion, (i) to expend up to 5% more than the amount budgeted for the aggregate operating expense categories for any Fiscal Year, (ii) to expend up to 10% more than the amount budgeted for any capital expenditure budget line item, and (iii) to expend up to $10,000 on any single unbudgeted item including, the purchase or acquisition 26 of any property or the Members). Except as otherwise provided within execution of a contract in relation to any Operating BudgetProperty for such amount, not to exceed a maximum of $25,000 in the Operating Budget may not be increased without the prior approval of the Management Committeeaggregate for each Property for any fiscal year.

Operating Budget. Attached hereto as Exhibit C is On or prior to ninety (90) days before the annual beginning of each full calendar year of the Term, Landlord shall submit to Tenant a proposed operating budget for the Company Project, detailing the anticipated Taxes and Expenses for the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31following calendar year, 2007, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, including without limitation, all repairs and anticipated capital expenditures projected expenditures. The proposed operating budget shall be subject to Tenant’s approval, not to be incurred during such period)unreasonably withheld, conditioned or delayed. Tenant shall notify Landlord in writing of its approval or disapproval of the operating budget (iiwith any disapproval specifying in detail Tenant’s objections to particular line items therein) within thirty (30) days following Landlord’s request for approval. If Tenant fails to respond within the anticipated operating reserves and working capital projected to be required for such thirty (30) day period, (iii) Landlord shall give Tenant a schedule setting forth the timing second notice requesting approval and amount of any Additional Contributions projected if Tenant fails to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next respond within five (5) years for days following the Company which second notice, the proposed operating budget shall be updated deemed approved. Landlord shall use reasonable efforts to compare operate the Building in accordance with the approved operating budget; provided, however, that Landlord and Tenant acknowledge that the operating budget is only an estimate of anticipated expenditures, and nothing contained herein shall be deemed (i) to limit Tenant’s obligation to pay Expenses, Excess Expenses or other items of Additional Rent under Section 5, whether or not actual results Expenses, Excess Expenses or other Additional Rent exceed those in the operating budget or (ii) to the projected results preclude Landlord from incurring expenditures in excess of or in addition to those set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other informationoperating budget, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale extent required in connection with the performance of Landlord’s obligations under this Lease or deemed necessary or desirable by Landlord in connection with the prudent operation of the Project. If the parties are unable to agree upon an operating budget, until an operating budget is approved, Landlord shall use reasonable efforts, to the extent possible, to operate the Project (or any portion thereof) or as may be reasonably requested by any representative of in accordance with the Management Committee. Except as otherwise expressly set forth hereinmost recently approved operating budget, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability terms and conditions set forth above and subject to apply line item cost savingsincrease for increases in costs for items outside of Landlord’s control and which Landlord has knowledge of (i.e., contingency line item amountstaxes, budget variancesinsurance costs, etcutilities and other similar costs)., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committee.

Operating Budget. Attached hereto as Exhibit C is Manager shall prepare and deliver to Owner for its approval, within thirty (30) days after the annual operating budget for the Company for date hereof with respect to the remainder of calendar year 2019 and prior to each August 1 during the 2007 Fiscal YearTerm with respect to each subsequent calendar year, a detailed line item budget (hereinafter referred to as the “Budget”) which shall set forth, among other matters, anticipated Parking Revenues, Parking Taxes, and Operating Expenses and reserves for such year. On October 31 Upon Owner’s request, such budgets shall be prepared on both an accrual basis and a cash basis showing a month by month projection of all items therein set forth. Each Budget shall be in a form designated by Owner from time to time. Upon the receipt of the proposed Budget from Manager, Owner shall have sixty (60) days to approve in writing the Budget. If Owner does not approve a Budget in writing within the aforesaid sixty (60) day period, then the submitted Budget shall be deemed disapproved. A Budget or any revision thereof shall be deemed approved by Owner only if it is approved in writing by Owner and same shall be deemed the Approved Budget hereunder. If such Budget is not approved by Owner, Manager shall operate the Facility in accordance with the preceding year's Approved Budget until such time as a Budget for the then-current year is approved by Owner. Notwithstanding anything to the contrary herein contained, Owner may at its option, at any time during the Term create its own Budget and such Budget shall be deemed the Approved Budget. After approval by Owner of each Fiscal Year Budget or submission to Manager by Owner of a Budget, same shall be deemed the Approved Budget for that calendar year or portion thereof. Manager agrees to use diligence and to employ its best efforts to ensure that the actual costs of operating the Facility do not exceed the Approved Budget. Owner shall have no obligation to fund or reimburse any expense incurred by Manager which are greater than ten percent (10%) in excess of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Approved Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or for any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget)expenditure, without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating BudgetOwner having first granted written permission to Manager for same, the Operating Budget may not be increased without the prior approval of the Management Committeeunless such expenses were incurred in response to an emergency situation.

Operating Budget. Attached hereto as Exhibit C is (i) The Borrower shall, not later than forty-five (45) days before the annual Commercial Operation Date, adopt an operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Company Project for the remainder period from such date to the conclusion of the 2007 then-current Fiscal YearYear and provide a copy of such operating plan and budget at such time to the Administrative Agent. On October 31 No less than forty-five (45) days in advance of the beginning of each Fiscal Year of the Company commencing on October 31, 2007thereafter, the Operating Member Borrower shall submit similarly adopt an operating plan and a new annual operating budget for the Company Project setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the ensuing Fiscal Year for and provide a copy of such operating plan and budget at such time to the review Administrative Agent. (Each such operating plan and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the budget is herein called an “Operating Budget”). .) Each Operating Budget shall set forth on be prepared in accordance with a detailed itemized basis: form approved by the Independent Engineer and shall become effective upon approval, which shall not be unreasonably withheld, conditioned or delayed, of the Administrative Agent (i) all receipts projected acting in consultation with the Consultants). If the Borrower shall not have adopted an annual Operating Budget before the beginning of any Fiscal Year or any Operating Budget adopted by the Borrower shall not have been accepted by the Administrative Agent before the beginning of any upcoming Fiscal Year, the Operating Budget for the period preceding Fiscal Year shall, until the adoption of an annual Operating Budget by the Borrower and acceptance of such Operating Budget and all expensesby the Administrative Agent, by category, for the Company (including, without limitation, all repairs and capital expenditures projected be deemed to be incurred during in force and effective as the annual Operating Budget for such period)upcoming Fiscal Year; provided that if the initial Operating Budget is not approved by the Administrative Agent, the Borrower may use a budget that is consistent with the Financial Model as of the Closing Date (or any updated Financial Model that has been approved by the Administrative Agent) until an initial Operating Budget is approved, and the Borrower shall work diligently to prepare an initial Operating Budget that is reasonably acceptable to the Administrative Agent. (ii) Each Operating Budget delivered to the anticipated operating reserves and working capital projected Administrative Agent pursuant to be required for such period, (iiithis Section 7.01(j) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth accompanied by a memorandum detailing all material assumptions used in the prior Operating Budget. The Operating Budget shall also include a detailed description preparation of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as shall contain a line item for each Operating Budget Category, shall specify for each month and if so permitted by the parameters of for each such Operating Budget)Budget Category the amount budgeted for such category for such month, without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committeeand shall clearly distinguish Operation and Maintenance Expenses.

Operating Budget. Attached hereto as Exhibit C is On or prior to ninety (90) days before the annual beginning of each full calendar year of the Term, Landlord shall submit to Tenant a proposed operating budget for the Company Project, detailing the anticipated Taxes and Expenses for the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31following calendar year, 2007, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, including without limitation, all repairs and anticipated capital expenditures projected expenditures. The proposed operating budget shall be subject to Tenant's approval, not to be incurred during such period)unreasonably withheld, conditioned or delayed. Tenant shall notify Landlord in writing of its approval or disapproval of the operating budget (iiwith any disapproval specifying in detail Tenant's objections to particular line items therein) within thirty (30) days following Landlord's request for approval. If Tenant fails to respond within the anticipated operating reserves and working capital projected to be required for such thirty (30) day period, (iii) Landlord shall give Tenant a schedule setting forth the timing second notice requesting approval and amount of any Additional Contributions projected if Tenant fails to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next respond within five (5) years for days following the Company which second notice, the proposed operating budget shall be updated deemed approved. Landlord shall use reasonable efforts to compare operate the Building in accordance with the approved operating budget; provided, however, that Landlord and Tenant acknowledge that the operating budget is only an estimate of anticipated expenditures, and nothing contained herein shall be deemed (i) to limit Tenant's obligation to pay Expenses, Excess Expenses or other items of Additional Rent under Section 5, whether or not actual results Expenses, Excess Expenses or other Additional Rent exceed those in the operating budget or (ii) to the projected results preclude Landlord from incurring expenditures in excess of or in addition to those set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other informationoperating budget, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale extent required in connection with the performance of Landlord's obligations under this Lease or deemed necessary or desirable by Landlord in connection with the prudent operation of the Project. If the parties are unable to agree upon an operating budget, until an operating budget is approved, Landlord shall use reasonable efforts, to the extent possible, to operate the Project (or any portion thereof) or as may be reasonably requested by any representative of in accordance with the Management Committee. Except as otherwise expressly set forth hereinmost recently approved operating budget, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability terms and conditions set forth above and subject to apply line item cost savingsincrease for increases in costs for items outside of Landlord's control and which Landlord has knowledge of (i.e., contingency line item amountstaxes, budget variancesinsurance costs, etcutilities and other similar costs)., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committee.

Operating Budget. Attached hereto as Exhibit C is (a) Deliver to the annual operating budget for the Company for the remainder of the 2007 Fiscal Year. On October 31 Administrative Agent an Operating Budget not less than 30 days in advance of each Fiscal Year of calendar year satisfying the Company commencing on October 31requirements contained in the definition thereof; provided, 2007that, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “with respect to any Operating Budget”). Each , if the Administrative Agent fails to approve such Operating Budget shall set forth on a detailed itemized basis: (i) or provides notice to the Borrower that it rejects all receipts projected for the period or any portion of such Operating Budget, the Borrower and the Administrative Agent (in consultation with the Independent Engineer) agree to work in good faith to resolve such dispute; and provided, further, that if an Operating Budget is not adopted and all expensesapproved on or prior to the first day of any calendar year, the Borrower Entities shall adhere to the Interim Operating Budget until such time as an Operating Budget is adopted and approved by categorythe Administrative Agent (in consultation with the Independent Engineer). (b) Subject to clauses (c) through (e) of this Section 5.11, for operate and maintain the Company (including, without limitation, all repairs and capital expenditures projected Portfolio Assets or cause the Portfolio Assets to be incurred during such period)operated and maintained, in accordance with each Operating Budget. (iic) The Borrower Entities shall not make expenditures in respect of Operating Costs in any fiscal year in an aggregate amount in excess of 105% of the anticipated operating reserves and working capital projected to be required Budgeted Operating Costs for such periodfiscal year, (iii) a schedule setting forth provided that, the timing and Borrower Entities may make expenditures in any fiscal year in an aggregate amount in excess of any Additional Contributions projected 105%, but less than or equal to be required by 110%, of the Members Budgeted Operating Costs for such Fiscal Year fiscal year with the written consent of the Administrative Agent (or other period); after consultation with the Independent Engineer) and (iv) a five (5)-year projection setting forth may make expenditures in any fiscal year in an aggregate amount in excess of 110% of the estimated revenues, expenses and net operating income (or loss) expected to be incurred Budgeted Operating Costs for such fiscal year with the next five (5) years for written consent of the Company which Required Lenders. The Borrower Entities shall be updated to compare not make Maintenance Expenditures in any fiscal year in an aggregate amount in excess of 105% of the actual results to the projected results Maintenance Expenditures set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description in effect for such fiscal year; provided, that, the Borrower Entities may make expenditures in any fiscal year in an aggregate amount in excess of such other information105%, contractsbut less than or equal to 110%, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative budgeted Maintenance Expenditures for such fiscal year with the written consent of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget Administrative Agent (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committee.after

Operating Budget. Attached Not less than 30 days prior to the commencement of each calendar year, the Rova I Operating Budget substantially in the form attached hereto as Exhibit C is Schedule 6.8(h)(i) and the annual operating budget for Rova II Operating Budget substantially in the Company for form attached hereto as Schedule 6.8(h)(ii) and the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Facilities Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected be prepared for the period upcoming calendar year and submitted to the Agent and the Independent Engineer. Each Rova I Operating Budget shall specify the estimated power sales pursuant to the Rova I Power Purchase Agreement, the estimated rates and revenues for each category of such sales, a manpower forecast and a periodic inspection, maintenance and repair schedule setting forth all material tasks necessary to comply with Borrower’s obligations in respect of the Rova I Facility hereunder. Each Rova II Operating Budget shall specify the estimated power sales pursuant to the Rova II Power Purchase Agreement, the estimated rates and revenues for each category of such sales, a manpower forecast and a periodic inspection, maintenance and repair schedule setting forth all material tasks necessary to comply with Borrower’s obligations in respect of the Rova II Facility hereunder. Each Rova I Operating Budget and all expensesRova II Operating Budget submitted by Borrower shall contain complete, fair and accurate projections (by category, for principal items) of the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results Gross Revenues attributable to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements Rova I Facility and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownershipRova II Facility, operationProjected Rova I Operating Costs and Projected Rova II Operating Costs, managementrespectively, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters Debt Service projected for each month of such Operating Budget). Agent and the Independent Engineer shall have 30 days from the date each Operating Budget is submitted by Borrower to approve any such budget, without any further which approval of shall not be unreasonably withheld. If Agent and the Management Committee (or the Members). Except as otherwise provided within any Independent Engineer do not approve an Operating Budget, Agent shall notify Borrower thereof. Until such Operating Budget is so approved, the Operating Budget may not be increased without the prior approval most recently in effect shall continue to apply, except that any items of the Management Committee.then proposed Operating Budget that have been approved shall also be given effect. From time to time, Borrower may propose one or more amendments to an Operating Budget, and Agent and the Independent Engineer may reject such proposal within ten days of it being made by Borrower, if such rejection is reasonable, and, if no such rejection is made, such amendment(s) shall become effective. In addition, Borrower shall report to Agent as soon as practicable each month (but in no event later than 30 days after the end of each month) its net operating income for the immediately preceding month in respect of the Rova I Facility, the Rova II Facility and in the aggregate and whether such income was within 10% of the projected level, such report to be in the form of Schedule 6.8(h)(iii) hereto, which may be attached to, or the substance of which may be incorporated in, the report required to be delivered pursuant to Section 6.8(i) hereof;

Operating Budget. Attached hereto as Exhibit C is the annual operating budget for the Company for the remainder of the 2007 2008 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 20072008, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committee.

Operating Budget. Attached hereto as Exhibit C is the annual operating budget for the Company for the remainder of the 2007 2008 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 20072008, the Operating Member Manager shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member Manager shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committee.

Operating Budget. Attached hereto as Exhibit C is Within thirty (30) days after the date of this Agreement, the Operating Member shall submit to the Management Committee for its approval an annual operating budget for the Company Project for the remainder of the 2007 Fiscal YearYear 2009. On or before October 31 of each Fiscal Year of the Company commencing on October 31, 20072009, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company Project Owner (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Shortfall Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company Project which shall be updated to compare the actual results to the projected results set forth in the Project Budget or the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except The Operating Member, acting on behalf of the Company as otherwise expressly set forth hereinthe sole member of the Project Owner, the Operating Member shall only have the authority to incur only the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or and/or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committee.

Operating Budget. Attached (i) Adopt, with respect to (X) each Development Project, on or before the Project Completion Date for each such Project and (Y) Mystic Station, no later than 60 days following Closing, an operating plan and budget in substantially the form attached hereto as Exhibit C is C, which shall include all Operating Expenses for each such Project for the annual period from such date to the conclusion of the then current calendar year and provide a copy of such operating plan and budget at such time to the Collateral Agent and the Administrative Agent. No less than sixty (60) days prior to each calendar year thereafter, such Guarantor will submit to the Administrative Agent an operating plan and budget for the Company for the remainder of the 2007 Fiscal Year. On October 31 of ensuing calendar year (each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual such operating plan and budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “is herein called an "Operating Budget”"). Each The Non-Variable Operating Expenses set forth in each Operating Budget shall set forth on not become effective until approved by the Administrative Agent pursuant to clause (ii) below. Any proposed capital expenditures during any year by such Project shall be submitted to the Administrative Agent for approval together with the operating plan and budget. (ii) Deliver to the Administrative Agent an Operating Budget not less than sixty (60) days in advance of each calendar year together with an Officer's Certificate of such Guarantor stating that to such officer's knowledge, such Operating Budget contains a detailed itemized basis: (i) all receipts projected reasonable estimate of the Non-Variable Operating Expenses for the period of such Operating Budget and all expensescovered thereby; provided, by category, for the Company (including, without limitation, all repairs and capital expenditures projected that with respect to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior proposed Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, the Administrative Agent fails to expressly approve or disapprove in writing the Non-Variable Operating Expenses contained in such Operating Budget, as and if so permitted Budget by the parameters beginning of the calendar year in which such proposed Operating Budget to be used, such proposed Non-Variable Operating Expenses shall be deemed approved. No expenditures for capital improvements outside of the Operating Budget shall be deemed approved; express written approval by the Administrative Agent is required (once so approved, an "Approved Capital Expenditure" for such calendar year). If the Administrative Agent shall have accepted certain Non-Variable Operating Expenses contained in an Operating Budget submitted to the Administrative Agent, any such approved Non-Variable Operating Expenses shall become effective. Any remaining Non-Variable Operating Expense contained in such Operating Budget not specifically approved by the Administrative Agent shall be deemed, for such ensuing calendar year, to equal the lesser of (x) the amount set forth in respect of such Non-Variable Operating BudgetExpense in the Operating Budget of the relevant Project for the preceding calendar year and (y) the amount set forth in respect of such Non-Variable Operating Expense in the Closing Base Case, in each case adjusted for actual inflation, provided, however, if such Non-Variable Operating Expense was not included as a type of Operating Expense in the Closing Base Case then, until approved (in which case the foregoing provisions of this sentence shall apply), without such Non-Variable Operating Expense shall be deemed, for such ensuing calendar year, to equal the amount set forth in respect of such Non-Variable Operating Expense in the Operating Budget of the relevant Project for the preceding calendar year. (iii) If during any further calendar year, such Guarantor proposes to exceed the aggregate amount of Non-Variable Operating Expenses contained in the applicable Operating Budget by more than 10%, such Guarantor shall propose an amendment to such Operating Budget to the Administrative Agent and such amendment shall become effective upon its approval. At the time such Guarantor submits such proposal, such Guarantor shall certify the purpose of such amendment and that such amendment is reasonably necessary or advisable for the operation and maintenance of its Project. (iv) If during any calendar year, such Guarantor proposes to exceed the aggregate amount of Non-Variable Operating Expenses contained in the applicable Operating Budget by more than 15%, such Guarantor shall propose an amendment to such Operating Budget to the Administrative Agent and such amendment shall become effective upon approval of the Management Committee (Technical Committee. At the time such Guarantor submits such proposal, such Guarantor shall certify the purpose of such amendment and that such amendment is reasonably necessary or advisable for the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval operation and maintenance of the Management Committeeits Project.

Operating Budget. Attached hereto as Exhibit C is (a) Lessee shall, not later than twenty-five (25) days before the annual First Train Completion Date, adopt an operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for Landlord and the Project for the Company for period from such date to the remainder conclusion of the 2007 then-current Fiscal YearYear and provide a copy of such operating plan and budget at such time to Landlord, together with an explanation in reasonable detail for any variances from amounts set forth in the Preliminary Operating Budget. On October 31 No less than fifty-five (55) days in advance of the beginning of each Fiscal Year of the Company commencing on October 31and each six (6) month period thereafter, 2007, the Operating Member Lessee shall submit similarly create a new annual twelve (12) calendar month operating plan and budget for Landlord and the Company Project setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the ensuing Fiscal Year for the review twelve (12) calendar month period and approval provide a copy of the Management Committee such operating plan and budget at such time to Landlord. (the initial Each such operating plan and each new annual operating budget, as approved, being the budget is herein called an “Operating Budget”). .) Each Operating Budget shall set forth on a detailed itemized basis: for each week covered thereby (i) all receipts projected for an amount expressed in Dollars in respect of the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected OPEX Expenses to be incurred during such period), week and (ii) an amount expressed in the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth relevant quantity in respect of the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected COGS Expenses to be incurred for during such week and the next five (5) years for notional Dollar value of such quantities calculated in the Company which shall be updated to compare the actual results to the projected results manner set forth in the prior Operating Budget. The .Each Operating Budget shall also include be prepared in accordance with a detailed description of such other informationform approved by the Independent Engineer and shall become effective upon approval, contractswhich shall not be unreasonably withheld, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownershipconditioned or delayed, operation, management, maintenance, leasing and sale of the Project Landlord. If Lessee shall not have created and adopted the Operating Budget before the beginning of any six (6) month period or any portion thereofOperating Budget created or adopted by Lessee shall not have been accepted by Landlord before the beginning of any upcoming six (6) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth hereinmonth period, the Operating Member shall only have Budget for the authority to incur preceding twelve (12) calendar month period shall, until the costs and expenditures set forth in creation or adoption of an approved Operating Budget by Lessee and acceptance of such Operating Budget by Landlord, be deemed to be in force and effective as the Operating Budget for the upcoming twelve (subject 12) calendar month period. (b) Each Operating Budget delivered to Landlord pursuant to this Section 5.5.10 shall be accompanied by a memorandum detailing all material assumptions used in the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in preparation of such Operating Budget, as shall contain a line item for each Operating Budget Category, shall specify for each month and if so permitted by the parameters of for each such Operating Budget)Budget Category the amount budgeted for such category for such month, without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committeeand shall clearly distinguish Operation and Maintenance Expenses.

Operating Budget. Attached hereto as Exhibit C is (a) No less than forty-five (45) days prior to the annual Substantial Completion of each train of the Project, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter, the Borrower shall prepare a proposed operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Company for Borrower and the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company Project for the ensuing Fiscal Year for calendar year (or, in the review and approval case of the Management Committee initial Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and the Senior Facility Agent with a copy of such operating plan and budget (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall be prepared in accordance with a form approved by the Independent Engineer, shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth material assumptions used in the prior Operating Budget. The Operating Budget shall also include a detailed description preparation of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further shall become effective upon approval of the Management Committee Senior Facility Agent, acting reasonably and in consultation with the Independent Engineer; provided, that if the Senior Facility Agent shall not have approved or disapproved the Operating Budget within thirty (or 30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided further that the Members). Except as otherwise provided within any Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 1.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Senior Facility Agent, which consent shall not be increased without unreasonably withheld, conditioned, or delayed. The Borrower shall furnish to the prior approval Senior Facility Agent: In the event Train 6 Debt is incurred, the Borrower shall provide to the Senior Facility Agent a copy of any report from the Management CommitteeIndependent Engineer and any other consultant that the Holders of such Train 6 Debt are entitled to receive. 8.01 8

Operating Budget. Attached hereto as Exhibit C is (a) No less than forty-five (45) days prior to the annual Substantial Completion of each train of the Project, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter, the Borrower shall prepare a proposed operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Company for Borrower and the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company Project for the ensuing Fiscal Year for calendar year (or, in the review and approval case of the Management Committee (initial Operating Budget, the initial remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each new annual Secured Debt Holder Group Representative with a copy of such operating budget, as approved, being plan and budget (the “Operating Budget”). Each Operating Budget shall be prepared in accordance with a form approved by the Independent Engineer, shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth material assumptions used in the prior Operating Budget. The Operating Budget shall also include a detailed description preparation of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further shall become effective upon approval of the Management Committee Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget within thirty (or 30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided further that the Members). Except as otherwise provided within any Common Security Trustee shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be increased without the prior approval of the Management Committeeunreasonably withheld, conditioned, or delayed.

Operating Budget. Attached hereto as Exhibit C is (a) The Members hereby approve the annual operating budget Operating Budget for the Company for the remainder of the 2007 Fiscal Year. On October 31 of each first Fiscal Year of the Company commencing on October 31, 2007attached hereto as Exhibit F. (b) No later than thirty (30) days prior to the commencement of each Fiscal Year, the Administrative Manager shall prepare a proposed Operating Member shall submit a new annual operating budget Budget for the Company for the ensuing such Fiscal Year for the review Company. (c) Within thirty (30) calendar days after the proposed Operating Budget is submitted to the Management Committee, if the Members shall not approve such proposed Operating Budget, any Member may notify the Administrative Manager of any proposed revisions therein that it deems necessary. If any Member fails to approve or to reject the proposed Operating Budget or to make proposed revisions thereto within thirty (30) calendar days after it is submitted to the Management Committee, such proposed Operating Budget shall be deemed approved and approval of shall thereafter constitute the Operating Budget for the Fiscal Year in question for all purposes hereof. Any objections to the proposed Operating Budget must be made on a line item basis, and any line items not objected to shall be deemed approved. (d) If the Management Committee approves a proposed Operating Budget, or a Member makes proposed revisions thereto and the Administrative Manager does not make reasonable objections to such proposed revisions within ten (10) calendar days after it receives them, such proposed Operating Budget, and revisions if any, shall be deemed approved and shall be deemed thereafter to constitute the initial Operating Budget for the Fiscal Year in question for all purposes hereof. (e) If the Administrative Manager makes any reasonable objection to any proposed revisions to any proposed Operating Budget, the Members shall cooperate with each other to resolve any questions with respect to such proposed revisions and shall use their best efforts to agree upon such Operating Budget for the Fiscal Year in question prior to the beginning of the Fiscal Year to which such Operating Budget relates. If the Members fail to agree upon an Operating Budget for any Fiscal Year prior to the commencement thereof, then, pending final resolution of any dispute in the manner provided herein, the Administrative Manager shall continue to manage, maintain, supervise, direct, and operate the activities for which such Operating Budget was proposed in accordance with the approved Operating Budget for such activities or asset(s), if any, for the previous Fiscal Year until a new Operating Budget is approved; except that the Administrative Manager shall be authorized during any interim period to reasonably exceed the prior year’s budgeted amounts for taxes, utility charges, insurance and other items not within the reasonable control of the Company as well as for increases in contract services and personnel costs to the extent required to maintain the same level of service provided during the previous Fiscal Year. (f) The Administrative Manager may from time to time during each new annual operating budgetFiscal Year submit to the Management Committee revisions to an approved Operating Budget for its approval. The Management Committee shall endeavor promptly to reject or approve the same or to make such changes to the proposal as it may deem reasonably necessary and proper. The proposal, as approvedapproved or changed by the Management Committee, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period be incorporated into and become part of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) remaining period of the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etcquestion., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committee.

Operating Budget. Attached hereto as Exhibit C is the annual operating budget for the Company for the remainder Within thirty (30) days of the 2007 Fiscal Year. On October 31 execution of each Fiscal Year this Agreement, Manager will recommend and submit to Owner a forecast (the "Proposed Operating Budget") reflecting: (a) an itemization of the Company commencing on October 31estimated receipts, 2007disbursements, the Operating Member shall submit a new annual operating budget for the Company operational expenditures and capital expenditures for the ensuing Fiscal Year calendar year; (b) a summary of rates to be charged for food and beverage menu prices, catering, conference, banquet and other common area use charges; (c) a staffing plan indicating the review number of employees, job titles, salaries and approval fringe benefits applicable to each employee and a description of the Management Committee workers' compensation coverage maintained by the Manager with respect to each employee; (d) a listing of the initial service contracts executed or proposed to be executed by the Manager in the course of operating the Restaurants identifying the contract vendor, the services to be provided, the contract amount and each new annual operating budgetthe term of the service contract; (e) a description of the marketing program to be undertaken by the Manager identifying the costs thereof, as approvedthe complimentary services to be provided and the improvement in sales which the Manager anticipates; (f) a description of the complimentary food and beverage services which the Manager will accord to the employees and the travel expenses anticipated to be reimbursed to the employees; (g) a listing of any affiliates (meaning any person or entity over which the Manager has the ability to control policy determinations, being whether by ownership, by contract or otherwise) of the “Operating Budget”). Each Operating Budget shall set forth on Manager which will provide services to the Restaurants; (h) a detailed itemized basis: report of any anticipated changes in any requirements of law affecting the Restaurants and the status of any license or permit necessary to the operation of the Restaurants; and (i) all receipts projected for the period of such Operating Budget and all expenses, additional information as might be recommended by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (Manager or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative Owner with respect to the anticipated operation of the Management CommitteeRestaurants. Except as otherwise expressly set forth hereinThe Proposed Operating Budget will be submitted to the Owner for approval and the Owner will have the right to make any changes thereto and finalize the Proposed Operating Budget in form satisfactory to the Owner in the Owner's sole discretion. The Owner will inform the Manager of approval of or any change to the Proposed Operating Budget prior to commencement of the period covered by the Proposed Operating Budget and, when approved by the Owner, the same will constitute the approved operating budget (the "Approved Operating Member shall only have Budget") pursuant to which the authority Manager will manage and operate the Restaurants during the ensuing calendar year. The Manager will thereafter prepare and deliver to incur the costs and expenditures set forth Owner prior to the beginning of each quarter during the ensuing year any changes in an approved the information contained in the Approved Operating Budget (subject necessary to reflect current conditions. At the sole option of the Owner, the Approved Operating Budget may be revised at any time by delivery of written notice to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Manager and the Approved Operating Budget, as amended, will thereafter constitute the standard pursuant to which the Manager will manage and if so permitted by operate the parameters of such Operating Budget)Restaurants. The Manager will authorize no expense in the operation, without any further approval marketing or management of the Management Committee (or Restaurants in excess of the Members). Except as otherwise provided within any amount allocated to the various classifications of expense in the Approved Operating BudgetBudget without the prior consent of the Owner; provided, however, the Operating Budget Manager may not be increased expend sums without the prior approval of the Management CommitteeOwner under emergency circumstances requiring expenditures which are immediately necessary for the preservation or safety of the Restaurants or to avoid danger to life or property. The Owner acknowledges that the financial forecasts contained in the Approved Operating Budget will represent the Manager's good faith estimate of the anticipated operating results and are not intended to constitute a guarantee that such financial results will in fact be achieved.

Operating Budget. Attached hereto as Exhibit C is the annual operating budget for the Company for the remainder of the 2007 2011 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 20072011, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committee.

Operating Budget. Attached hereto as Exhibit C is (a) No less than forty-five (45) days prior to the annual Substantial Completion of each train of the Project, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter, the Borrower shall prepare a proposed operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Company for Borrower and the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company Project for the ensuing Fiscal Year for calendar year (or, in the review and approval case of the Management Committee initial Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and the Senior Facility Agent with a copy of such operating plan and budget (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall be prepared in accordance with a form approved by the Independent Engineer, shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth material assumptions used in the prior Operating Budget. The Operating Budget shall also include a detailed description preparation of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further shall become effective upon approval of the Management Committee Senior Facility Agent, acting reasonably and in consultation with the Independent Engineer; provided, that if the Senior Facility Agent shall not have approved or disapproved the Operating Budget within thirty (or 30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided further that the Members). Except as otherwise provided within any Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 1.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Senior Facility Agent, which consent shall not be increased without the prior approval of the Management Committeeunreasonably withheld, conditioned, or delayed. 8.01 7

Operating Budget. Attached hereto as Exhibit C is (a) The Project Company shall ensure that the annual operating budget for draft Operating Budget and the final version thereof delivered pursuant to Section 7.3 shall each contain complete, fair and accurate estimates (by principal components) of revenues, Operating and Maintenance Expenses and projected Debt Service, based on the Project Company's good faith reasonable projections at such time, which shall be based on all facts and circumstances then existing and known to the Project Company for and shall reflect the remainder Project Company's good faith estimate of the 2007 Fiscal Year. On October 31 of each Fiscal Year future results of the Project Company. Operating Budgets shall be prepared on a consistent basis, and in sufficient detail to permit a meaningful comparison from year to year. The Administrative Agent and the Independent Engineer shall review the draft Operating Budget and shall either approve such Operating Budget (acting reasonably) or advise the Project Company commencing on October 31, 2007that it has not been approved and specify which items therein that are disapproved and the reason for such disapproval. If any items are disapproved, the Operating Member Administrative Agent (upon consultation with the Independent Engineer) and the Project Company will promptly work together to reach an agreement on such items. Until resolution of such dispute, the Project Company shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) adhere to all receipts projected for the period approved aspects of such Operating Budget and all expensesshall be granted an allowance of up to ten percent (10%) over the amount approved in the previous Operating Budget for each item which was disapproved until such time as the Operating Budget has been approved in its entirety. Amounts in relation to fuel costs, by categoryto the extent disputed, for shall not be limited in the Company manner described above. Approval of the Operating Budget (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount including resolution of any Additional Contributions projected disputed items) shall not be unreasonably withheld or delayed. The Project Company may transfer amounts to be required by different line items in the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth Operating Budget as long as the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results aggregate amounts set forth in such Operating Budget are not increased or decreased. (b) The Project Company will use good faith reasonable efforts to operate and maintain the prior Project, or cause the Project to be operated and maintained, within the Operating Budget. The . (c) Concurrently with the preparation of each Operating Budget Budget, the Project Company shall also re-assess the scheduling and probable cost of each item of major maintenance and include a detailed description of such other information, contracts, agreements timetable and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained therefor in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committee.

Operating Budget. Attached hereto as Exhibit C is the annual (a) In accordance with Foundation’s budget schedule, Manager shall submit to Foundation an operating budget and operating and marketing plan (collectively the "Operating Budget") for the Company for the remainder operation of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred Facility for the next five fiscal year, containing reasonably detailed revenue and expense projections, including Foundation or School District allocated expenses, and providing projections of capital expenditures for replacements of and additions to furnishings and equipment. (5b) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements is intended as and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale will represent only an estimate of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs projected revenues and expenditures set forth for such year based upon assumptions believed by Manager to be reasonable at the time of preparation. Although Manager will use its best efforts to achieve the budgetary goals reflected in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may cannot be increased without relied upon as an assurance of actual results for such year, and failure to achieve the prior approval budgetary goals set forth in any Operating Budget shall not constitute an event of default hereunder. Manager shall promptly notify Foundation of the Management Committeeneed to depart in any material way from the Operating Budget if, in Manager's reasonable judgment, adherence to the Operating Budget is impractical or such departure is necessary or desirable for the efficient or profitable operation of the Facility. (c) Foundation shall have the right to approve each Operating Budget, or material departures from approved Operating Budgets, of which approval shall not be unreasonably withheld or delayed and pending such approval. Manager shall operate the Facility in accordance with the last approved Operating Budget, adjusted by mutual agreement of Foundation and Manager on account of changes in volume and cost of living. To the extent Manager cannot do so without interfering with the orderly and efficient operation of the Facility as contemplated by this Agreement, Manager shall promptly notify Foundation of the need to depart in any material way from the Operating Budget.

Operating Budget. Attached hereto as Exhibit C is the annual Each Approved Business Plan shall include an operating budget for the Company for the remainder of the 2007 Fiscal Year. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “"Operating Budget”"). Each Operating Budget shall set forth , which sets forth, without limitation, on a detailed itemized basis: basis for the Project and the Company, (i) all anticipated receipts projected for the period of such Operating Budget and all anticipated expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected by the Administrative Member to be incurred during such period), (ii) the anticipated operating Cash Flow reserves and working capital projected to be required for such period, and (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated annual revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company ensuing Fiscal Year, which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee Members of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative Member. The Administrative Member shall have the right, power and authority without the consent of the Management Committeeother Member (A) to apply up to fifty percent (50%) of the contingency line item and any line item cost savings to other line items, and (B) to cause the Company to incur expenditures in excess of any line item, provided that any such expenditure does not exceed such line item by more than ten percent (10%), after the application of any contingency line item or cost savings. Except as otherwise expressly set forth herein, the Operating The Administrative Member shall only also have the right, power and authority to incur actual expenditures on behalf of the costs and expenditures Company (with Company funds) for (1) any of the items set forth in any approved Operating Budget, as the same may be adjusted in accordance with the foregoing provisions of this Section 2.07, and (2) any items outside of an approved Operating Budget provided such item does not exceed Fifty Thousand Dollars (subject to $50,000) alone or in the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget)aggregate, without any the further approval consent of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committeeother Member.

Operating Budget. Attached hereto as Exhibit C is A. Issuer shall cause NGP I to, not later than thirty (30) days before the annual PPA Commercial Operation Date, adopt an operating plan and a budget with respect to the Project for the period from such date to the conclusion of the then current calendar year and provide a copy of such operating plan and budget at such time to Agent. No less than forty-five (45) Business Days in advance of the beginning of each calendar year thereafter, NGP I shall similarly adopt an operating plan and a budget for the Company for the remainder ensuing calendar year and provide a copy of the 2007 Fiscal Yearsuch operating plan and budget at such time to Agent. On October 31 of each Fiscal Year of the Company commencing on October 31, 2007, the Operating Member shall submit a new annual (Each such operating plan and budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the is herein called an “Operating Budget”). Each Operating Budget shall set forth on be prepared in accordance with a detailed itemized basis: form approved by the Independent Engineer and shall become effective upon acceptance by Agent (iin consultation with the Independent Engineer). If NGP I shall not have adopted an annual Operating Budget before the beginning of any calendar year or any Operating Budget adopted by NGP I shall not have been accepted by Agent (acting in consultation with the Independent Engineer) all receipts projected before the beginning of any upcoming calendar year, the Operating Budget for the period preceding calendar year shall, until the adoption of an annual Operating Budget by NGP I and acceptance of such Operating Budget and all expensesby Agent (acting in consultation with the Independent Engineer), by categoryas the case may be, for the Company (including, without limitation, all repairs and capital expenditures projected be deemed to be incurred during in force and effective as the annual Operating Budget for such periodupcoming calendar year; provided, that if the initial Operating Budget is not approved by Agent (acting in consultation with the Independent Engineer), NGP I may use a budget that is consistent with the Projections delivered to Agent on the Closing Date until an initial Operating Budget is approved, and shall work diligently to prepare an initial Operating Budget that is acceptable to Agent (ii) acting in consultation with the anticipated operating reserves and working capital projected Independent Engineer). B. Each Operating Budget delivered to be required for such period, (iii) a schedule setting forth the timing and amount Agent pursuant to clause A of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which this subsection 6.10 shall be updated to compare the actual results to the projected results set forth accompanied by a memorandum detailing all material assumptions used in the prior Operating Budget. The Operating Budget shall also include a detailed description preparation of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject to the ability to apply line item cost savings, contingency line item amounts, budget variances, etc., if any, contained in such Operating Budget, as shall contain a line item for each budget category (which budget categories shall be acceptable to Agent) and if so permitted by the parameters of shall specify for each month and for each such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budgetbudget category, the Operating Budget may not be increased without the prior approval of the Management Committeeamount budgeted for such category for such month.

Operating Budget. Attached hereto (a) All items of expenditure contained in the Operating Budget shall be subject to the approval of IRSDC. IRSDC shall not withhold its approval for any expenditure which is reasonably necessary, in nature or amount, to enable the Project to continue operating in accordance with the Station Service Level Standards. (b) Subject to the foregoing, Facility Manager shall take into consideration the views and suggestions of IRSDC regarding all aspects of the Operating Budget and both IRSDC and Facility Manager shall attempt, in good faith, to reach a mutually satisfactory agreement, and thereupon to incorporate any such agreements into the Operating Budget. In this connection, IRSDC shall have the right to suggest changes in operating policies and in the proposed Operating Budget which it considers reasonably necessary to achieve the objectives of near-term and long-term maximization of Project profits, subject in all respects to the Station Service Level Standards. Facility Manager shall consider all such comments and suggestions by IRSDC in a professional manner and on a commercially reasonable basis, and, to the extent that IRSDC’s opinions and recommendations are reasonable and are in accordance with the then current market conditions, shall make appropriate adjustments to the Operating Budget to reflect such opinions and recommendations, and to the extent Facility Manager disagrees with IRSDC’s suggestions and comments, Facility Manager shall provide written explanations for its disagreements. Promptly following the foregoing discussions and explanations, Facility Manager shall submit a revised Operating Budget for further comment and discussion in the manner set forth above. Thereafter, the parties shall continue to discuss the Operating Budget until such time as Exhibit C both Facility Manager and IRSDC shall have reached agreement on all items, comprising the Operating Budget for which IRSDC has approval rights hereunder. (c) If the parties cannot agree on an Operating Budget within ninety (90) days after the commencement of the Fiscal Year to which such Operating Budget is intended to relate, each of IRSDC and Facility Manager shall thereafter have the annual right to submit the issue of the disputed items in the Operating Budget to determination as provided in Article 25 (Dispute Resolution). (d) Until such time as the parties have agreed on, or the arbitrator acting pursuant to Article 25 has resolved, all line items of the proposed Operating Budget for which IRSDC has approval rights hereunder, Facility manager shall have the right to operate the Project in accordance with an Operating Budget comprised of those line items that have theretofore been agreed upon by IRSDC and Facility manager and, only with respect to those line items not yet approved by IRSDC, the amounts actually expended for such items during the preceding Fiscal Year, with an allowance of a five percent (5%) increase in the amount of such items pending such resolution. Once the Operating Budget has been approved by IRSDC and Facility Manager or resolved by determination pursuant to Article 25 hereunder, Facility Manager agrees that it shall use commercially reasonable efforts to operate the Project in a manner consistent with the Operating Budget, both as it relates to estimates of rupee amounts of expenditures and the operating budget assumptions underlying the same. (e) If at any time during the year Facility Manager anticipates that revenues shall be materially less or expenditures shall be materially more than those forecasted in the Operating Budget, Facility Manager shall provide to IRSDC its opinion regarding the reason for such deviation in writing, and upon IRSDC’s request shall meet in person with IRSDC and its designees to confer on the Company subject. Facility Manager shall further submit, on a monthly basis, updated cash flow forecasts during the Fiscal Year for the remainder of the 2007 then current Fiscal Year. On October 31 of each Fiscal Year ; provided, however, in no event shall the need for any such re-forecasting of the Company commencing on October 31Annual Plan, 2007, the Operating Member shall submit a new annual operating budget for the Company for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget”). Each Operating Budget shall set forth on a detailed itemized basis: (i) all receipts projected for the period of such Operating Budget and all expenses, by category, for the Company (including, without limitation, all repairs and capital expenditures projected to be incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Members for such Fiscal Year (or other period); and (iv) a five (5)-year projection setting forth the estimated revenues, expenses and net operating income (or loss) expected to be incurred for the next five (5) years for the Company which shall be updated to compare the actual results to the projected results set forth in the prior Operating Budget. The Operating Budget shall also include a detailed description of such other information, contracts, agreements and other matters reasonably necessary to inform the Management Committee of all matters relevant to the ownership, operation, management, maintenance, leasing and sale of the Project (or any portion thereof) or as may of it, be reasonably requested deemed standing alone to be a default by any representative of the Management CommitteeFacility Manager hereunder. Except as otherwise expressly set forth herein, the Operating Member shall only have the authority to incur the costs and expenditures set forth in an approved Operating Budget (subject In addition to the ability foregoing, Facility Manager and IRSDC shall confer on ways and means of addressing revenue shortfalls, or reducing expenditures, in response to apply line item cost savingsreduced levels of business, contingency line item amountsand on other appropriate business or marketing measures. Facility Manager shall consider in good faith any suggestions made by IRSDC and shall implement the same if, budget variancesin the judgment of Facility Manager, etcsuch suggestions are responsive to business conditions and reasonably likely to have a favourable effect on business performance, can be implemented without adversely affecting contractual arrangements or business relationships, and are consistent with the Service Level Standards., if any, contained in such Operating Budget, as and if so permitted by the parameters of such Operating Budget), without any further approval of the Management Committee (or the Members). Except as otherwise provided within any Operating Budget, the Operating Budget may not be increased without the prior approval of the Management Committee.