Common use of Approved Budgets Clause in Contracts

Approved Budgets. The Manager shall prepare or cause to be prepared for each Fiscal Year of the Company and the Pinnacle Project Company an operating budget on a consolidated basis setting forth the anticipated revenues and expenses of the Company and the Pinnacle Project Company for such Fiscal Year. For a succeeding Fiscal Year (commencing with the fiscal year ending December 31, 2020), the Manager shall, not later than the first day of the month preceding the month in which the then current Fiscal Year ends (currently November 1), submit the proposed operating budget for such succeeding Fiscal Year to the Members for their review. If the aggregate expense amount reflected in the proposed operating budget is not more than [***]% above the annual spending projected in the Base Case Model for the applicable Fiscal Year and [***]% the aggregate expense amount reflected in the Approved Budget for the previous Fiscal Year (and in each case, does not include expenditures exceeding $[***] in aggregate of a type not included in the Base Case Model for the applicable Fiscal Year or in the Approved Budget for the previous Fiscal Year, as the case may be), then the Consent of the Members shall not be required and such proposed operating budget shall be deemed approved by all of the Members. If such Consent of the Members is required and if either the Consent of the Members is received or if no Member objects to such proposed operating budget by the last day of the month preceding the month in which the then current Fiscal Year ends (currently November 30), then not later than such date, such operating budget shall be deemed approved by all of the Members (each budget as attached hereto, approved or deemed approved, an “Approved Budget”). If the Consent of the Members is required and not obtained as provided above, then the Manager shall prepare or cause to be prepared a revised operating budget, which shall be submitted to the Members for their approval as set forth in the preceding sentences, and, upon final approval of such operating budget by the Consent of the Members, such budget shall become an Approved Budget hereunder. To the extent that amounts relating to any items of a proposed budget are not approved, the corresponding amounts for the items in the previous Fiscal Year’s Approved Budget will continue as part of the Approved Budget for such year, until a more current amount for such item is approved in accordance with this Section 6.7. The Manager may from time to time during the Fiscal Year propose to amend the Approved Budget to decrease expected expenditures, or, subject to Section 6.2(b)(xiv), to increase expected expenditures and as so amended, any such amended budget shall be the Approved Budget hereunder.

Approved Budgets. The Manager shall prepare or cause (a) To the extent that any proceeds of any Note purchased after the First Amendment Effective Date are to be prepared for each Fiscal Year of used to fund any expenditures in connection with the Company LaGuardia-C Project, the Purchasers and the Pinnacle Project Company an operating budget on Engineering Consultant shall have received a consolidated basis setting forth schedule showing the anticipated revenues and expenses of the Company and the Pinnacle Project Company for such Fiscal Year. For a succeeding Fiscal Year (commencing with the fiscal year ending December 31, 2020), the Manager shall, not later than the first day of the month preceding the month in which the then current Fiscal Year ends (currently November 1), submit the proposed operating budget for such succeeding Fiscal Year to the Members for their review. If the aggregate expense amount reflected in the proposed operating budget is not more than [***]% above the annual spending projected in the Base Case Model expenditures for the applicable Fiscal Year and [***]% the aggregate expense amount reflected in the LaGuardia-C Approved Budget for the previous Fiscal Year (and in each case, does not include expenditures exceeding $[***] in aggregate of a type not included in the Base Case Model for the applicable Fiscal Year or in the Approved Budget for the previous Fiscal Year, as the case may be), then the Consent of the Members shall not that will be required and paid with such proposed operating budget shall be deemed approved by all of the Members. If such Consent of the Members is required and if either the Consent of the Members is received or if no Member objects to such proposed operating budget by the last day of the month preceding the month in which the then current Fiscal Year ends (currently November 30), then not later than such date, such operating budget shall be deemed approved by all of the Members (each budget as attached hereto, approved or deemed approved, an “Approved Budget”). If the Consent of the Members is required and not obtained as provided above, then the Manager shall prepare or cause to be prepared a revised operating budgetproceeds, which shall be submitted in form and substance satisfactory to the Members for their approval as set forth in Purchasers and the preceding sentencesEngineering Consultant, and, upon final approval of such operating budget by the Consent of the Members, such budget shall become an Approved Budget hereunder. To (b) to the extent that amounts relating any proceeds of any Note purchased after the First Amendment Effective Date are to be used to fund any items of a proposed budget are not approvedexpenditures in connection with the Newark Project, the corresponding amounts Purchasers and the Engineering Consultant shall have received a schedule showing the expenditures for the items in the previous Fiscal Year’s Newark Approved Budget that will continue as part be paid with such proceeds, which shall be in form and substance satisfactory to the Purchasers and the Engineering Consultant, (c) to the extent that any proceeds of any Note purchased after the First Amendment Effective Date are to be used to fund any expenditures in connection with the Philadelphia-B Project, the Purchasers and the Engineering Consultant shall have received a schedule showing the expenditures for the Philadelphia-B Approved Budget that will be paid with such proceeds, which shall be in form and substance satisfactory to the Purchasers and the Engineering Consultant, and (d) to the extent that any proceeds of any Note purchased after the First Amendment Effective Date are to be used to fund any expenditures in connection with the ▇▇▇▇▇▇-A Project, the Purchasers and the Engineering Consultant shall have received a schedule showing the expenditures for the ▇▇▇▇▇▇-A Approved Budget that will be paid with such proceeds, which shall be in form and substance satisfactory to the Purchasers and the Engineering Consultant." (g) Paragraph 5A of the Approved Budget for such yearPurchase Agreement is hereby amended by (i) deleting "and" at the end of subclause (13) thereof, until a more current amount for such item is approved in accordance with this Section 6.7. The Manager may from time to time during the Fiscal Year propose to amend the Approved Budget to decrease expected expenditures, or, subject to Section 6.2(b)(xiv(ii) renumbering subclause (14) thereof as subclause (20), to increase expected expenditures (iii) inserting the following subclauses (14), (15), (16), (17), (18) and as so amended, any such amended budget shall be the Approved Budget hereunder.(19) after subclause (13) thereof: