Common use of Operating Budget Clause in Contracts

Operating Budget. (a) No less than forty-five (45) days prior to the 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 Borrower and the Project for the ensuing calendar year (or, in the case of the 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 “Operating Budget”). Each Operating Budget shall be prepared in accordance with a form approved by the Independent Engineer, shall set forth all material assumptions used in the preparation of such Operating Budget, and shall become effective upon approval of the 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 (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, further that the 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.

Operating Budget. (a) No less than forty-five (45) days prior to the 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 Borrower and the Project for the ensuing calendar year (or, in the case of the initial Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and the Senior Facility Agent each Secured Debt Holder Group Representative with a copy of such operating 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 all material assumptions used in the preparation of such Operating Budget, and shall become effective upon approval of the Senior Facility AgentCommon Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Senior Facility Agent Common Security Trustee shall not have approved or disapproved the Operating Budget within thirty (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, provided further that the Senior Facility Agent 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.

Operating Budget. (a) No less than forty-five (45) days prior to Attached hereto as Exhibit C is the Substantial Completion annual operating budget for the Company for the remainder of the 2007 Fiscal Year. On October 31 of each train Fiscal Year of the ProjectCompany commencing on October 31, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter2007, the Borrower Operating Member shall prepare submit a proposed new annual operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Borrower and the Project Company for the ensuing calendar year (or, in Fiscal Year for the case review and approval of the Management Committee (the initial Operating Budgetand each new annual operating budget, the remaining portion thereof) and provide the Independent Engineeras approved, the Common Security Trustee, and the Senior Facility Agent with a copy of such operating plan and budget (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 prepared in accordance with incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a form approved schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Independent EngineerMembers 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 all material assumptions used in the preparation 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), and shall become effective upon without any further approval of the Senior Facility Agent, acting reasonably and in consultation with Management Committee (or the Independent Engineer; provided, that if the Senior Facility Agent shall not have approved or disapproved the Operating Budget Members). Except as otherwise provided within thirty (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, further that the Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the any 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 may not be increased without the prior approval 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 BudgetManagement Committee.

Operating Budget. (a) No less than forty-five (45) days prior to the 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 Borrower and the Project for the ensuing calendar year (or, in the case of the initial Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and the Senior Facility Agent each Secured Debt Holder Group Representative with a copy of such operating 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 all material assumptions used in the preparation of such Operating Budget, and shall become effective upon approval of the Senior Facility AgentCommon Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Senior Facility Agent Common Security Trustee shall not 52 have approved or disapproved the Operating Budget within thirty (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, provided further that the Senior Facility Agent 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.

Operating Budget. (a) No less than forty-five The Members have approved the initial operating budget for the Company (45collectively, the "OPERATING BUDGET") days prior to for the Substantial Completion of each train 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 ProjectCompany, and no less shall separately set forth all capital expenditures, identifying those items that are Specified Capital Expenditures. No later than forty-five (45) days prior to the beginning November 30 of each calendar year thereafteryear, the Borrower shall prepare Manager will present a proposed operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses Operating Budget for the Borrower and the Project for the ensuing calendar following year (or, in the case to all of the initial Members for their consideration and approval, which approval shall not be unreasonably withheld or delayed. Following delivery of a proposed Operating Budget, the remaining portion thereofMembers 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 provide (ii) disapproved of the Independent Engineercapital expenditures items included in the Operating Budget as submitted. Each Member shall review the Operating Budget as submitted. Each Member shall review the Operating Budget on a line-by-line basis. If a Member disapproves (or is deemed to disapprove) or raises any objections to any line items contained in the proposed Operating Budget or any revisions thereto, until otherwise mutually agreed, the Common Security Trustee, and undisputed portions of the Senior Facility Agent with a copy of such operating plan and budget (the “Operating Budget”). Each proposed Operating Budget shall be prepared in accordance with deemed to be adopted and approved. For all items except capital expenditure items, the item corresponding to a form approved by the Independent Engineer, shall set forth all material assumptions used disputed item and contained in the preparation Operating Budget for the preceding calendar year shall be substituted in lieu of such the disputed portions of the Operating Budget, and shall become effective upon approval . In each instance where portions of the Senior Facility AgentOperating Budget for the preceding calendar year are deemed to be part of the Operating Budget in effect until a new Operating Budget is approved, acting reasonably 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 consultation with cost. If, notwithstanding such increase, the Independent Engineer; provided, that if the Senior Facility Agent shall Members do not have approved or disapproved the reach agreement as to a mutually acceptable Operating Budget within thirty (30) days after receipt thereofdelivery of an objection by a Member (or the deemed disapproval by a Member), such the disputed line items of the Operating Budget shall be deemed submitted to have been approved; and provided, further that the Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained resolved by arbitration in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning accordance with Section 12.16 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 Budgetthis Agreement.

Operating Budget. (a) No less than forty-five (45) days prior to the Substantial Completion On or before October 31 of each train Fiscal Year of the ProjectCompany commencing on October 31, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter2012, the Borrower Operating Member shall prepare submit a proposed new annual operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Borrower and the Project Company for the ensuing calendar year (or, in Fiscal Year for the case review and approval of the Management Committee (the initial Operating Budgetand each new annual operating budget, the remaining portion thereof) and provide the Independent Engineeras approved, the Common Security Trustee, and the Senior Facility Agent with a copy of such operating plan and budget (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 prepared in accordance with incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a form approved schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Independent EngineerMembers 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 all material assumptions used in the preparation 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), and shall become effective upon without any further approval of the Senior Facility Agent, acting reasonably and in consultation with Management Committee (or the Independent Engineer; provided, that if the Senior Facility Agent shall not have approved or disapproved the Operating Budget Members). Except as otherwise provided within thirty (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, further that the Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the any 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 may not be increased without the prior approval 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 BudgetManagement Committee.

Operating Budget. (a) No less than forty-five (45) days prior to the 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 Borrower and the Project for the ensuing calendar year (or, in the case of the 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 “Operating Budget”). Each Operating Budget shall be prepared in accordance with a form approved by the Independent Engineer, shall set forth all material assumptions used in the preparation of such Operating Budget, and shall become effective upon approval of the 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 (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, provided further that the 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.

Operating Budget. (ai) No less The Borrower shall, not later than forty-five fifteen (4515) days prior to before the Substantial First Train Completion of each train of the ProjectDate, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter, the Borrower shall prepare a proposed adopt an operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Borrower and the Project for the ensuing calendar year (or, in period from such date to the case conclusion of the initial Operating Budget, the remaining portion thereof) then-current Fiscal Year and provide the Independent Engineer, the Common Security Trustee, and the Senior Facility Agent with a copy of such operating plan and budget at such time to the Administrative Agent. No less than forty-five (45) days in advance of the beginning of each Fiscal Year and each six (6) month period thereafter, the Borrower shall similarly adopt a twelve (12) calendar month operating plan and budget for the Project setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the ensuing twelve (12) calendar month period and provide a copy of such operating plan and budget at such time to the Administrative Agent. (Each such operating plan and budget is herein called an “Operating Budget”).) Each Operating Budget shall set forth for each week covered thereby (i) an amount expressed in Dollars in respect of the OPEX Expenses to be incurred during such week and (ii) an amount expressed in the relevant quantity in respect of the COGS Expenses to be incurred during such week and the notional Dollar value of such quantities calculated in the manner set forth in the Operating Budget. Each Operating Budget shall be prepared in accordance with a form approved by the Independent Engineer, shall set forth all material assumptions used in the preparation of such Operating Budget, Engineer and shall become effective upon approval approval, which shall not be unreasonably withheld, conditioned or delayed, of the Senior Facility Agent, Administrative 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 (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, further that the 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 BudgetConsultants). If the Borrower does shall not have adopted an effective annual Operating Budget before the beginning of any calendar year, until such proposed six (6) month period or any Operating Budget is approvedadopted by the Borrower shall not have been accepted by the Administrative Agent before the beginning of any upcoming six (6) month period, the Operating Budget most recently in effect shall continue to apply; providedfor the preceding twelve (12) calendar month period shall, that (A) any items until the adoption of the proposed an 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 acceptance of such Operating Budget by the lesser of Administrative Agent, be deemed to be in force and effective as the Operating Budget for the upcoming twelve (x12) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budgetcalendar month period.

Operating Budget. (a) No less than forty-five (45) days prior to Attached hereto as Exhibit C is the Substantial Completion annual operating budget for the Company for the remainder of the 2008 Fiscal Year. On October 31 of each train Fiscal Year of the ProjectCompany commencing on October 31, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter2008, the Borrower Operating Member shall prepare submit a proposed new annual operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Borrower and the Project Company for the ensuing calendar year (or, in Fiscal Year for the case review and approval of the Management Committee (the initial Operating Budgetand each new annual operating budget, the remaining portion thereof) and provide the Independent Engineeras approved, the Common Security Trustee, and the Senior Facility Agent with a copy of such operating plan and budget (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 prepared in accordance with incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a form approved schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Independent EngineerMembers 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 all material assumptions used in the preparation 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), and shall become effective upon without any further approval of the Senior Facility Agent, acting reasonably and in consultation with Management Committee (or the Independent Engineer; provided, that if the Senior Facility Agent shall not have approved or disapproved the Operating Budget Members). Except as otherwise provided within thirty (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, further that the Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the any 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 may not be increased without the prior approval 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 BudgetManagement Committee.

Operating Budget. (a) No less than forty-five (45) days prior to Attached hereto as Exhibit C is the Substantial Completion annual operating budget for the Company for the remainder of the 2011 Fiscal Year. On October 31 of each train Fiscal Year of the ProjectCompany commencing on October 31, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter2011, the Borrower Operating Member shall prepare submit a proposed new annual operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Borrower and the Project Company for the ensuing calendar year (or, in Fiscal Year for the case review and approval of the Management Committee (the initial Operating Budgetand each new annual operating budget, the remaining portion thereof) and provide the Independent Engineeras approved, the Common Security Trustee, and the Senior Facility Agent with a copy of such operating plan and budget (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 prepared in accordance with incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a form approved schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Independent EngineerMembers 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 all material assumptions used in the preparation 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), and shall become effective upon without any further approval of the Senior Facility Agent, acting reasonably and in consultation with Management Committee (or the Independent Engineer; provided, that if the Senior Facility Agent shall not have approved or disapproved the Operating Budget Members). Except as otherwise provided within thirty (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, further that the Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the any 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 may not be increased without the prior approval 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 BudgetManagement Committee.

Operating Budget. The Members have approved the initial operating budget, leasing plan and capital expenditure schedule for each Property (acollectively, the "OPERATING BUDGET") No less than forty-five (45) days prior to for the Substantial Completion partial calendar year ending December 31, 1998. The initial Operating Budget is more fully described on Schedule 4. The Operating Budget for subsequent calendar years shall consist of each train a reasonable estimate of the Projectcosts to be incurred for the management, administration and no less maintenance of the Properties in the manner approved by the Members. No later than forty-five (45) days prior to the beginning November 15 of each calendar year thereafteryear, the Borrower shall prepare Manager will present a proposed operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses Operating Budget for the Borrower and the Project for the ensuing calendar following year (or, in the case to all of the initial Operating Budget, the remaining portion thereof) Members for their consideration and provide the Independent Engineer, the Common Security Trustee, and the Senior Facility Agent with a copy of such operating plan and budget (the “Operating Budget”)approval. Each Any future Operating Budget shall is subject to revisions as may be prepared in accordance with a form approved required by the Independent Engineer, shall set forth agreement of all material assumptions used in the preparation of such Operating Budget, and shall become effective upon approval of the Senior Facility Agent, acting reasonably and in consultation with Members. Any Member who does not send a written objection to the Independent Engineer; provided, that if the Senior Facility Agent shall not have approved or disapproved the proposed Operating Budget to the Manager within thirty (30) days after receipt thereofreceiving the proposed Operating Budget, such Operating Budget shall will be deemed to have been approved; and provided, further that the Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the approved such proposed Operating Budget. If any Member objects to the Borrower does not have an effective annual Operating Budget before within such thirty (30) day period, the beginning Members will cooperate in good faith to try to reach agreement on an Operating Budget approved by all of any calendar year, the Members; until such proposed an Operating Budget is approvedapproved 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 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 with increases not greater than increases in the Operating Budget most recently in effectConsumer Pricing Index, (B) costs except for Gas purchase contracts for the Project shall be as provided by the Borrower interest, taxes and (C) all other items insurance which shall be increased by based on actual increases, if any, in cost. Notwithstanding the lesser foregoing, with respect to each Property and without the consent of the Members, the Manager shall have the right, in its reasonable discretion, (xi) two and one-half percent to expend up to 5% more than the amount budgeted for the aggregate operating expense categories for any Fiscal Year, (2.5%ii) to expend up to 10% more than the amount budgeted for any capital expenditure budget line item, and (yiii) to expend up to $10,000 on any single unbudgeted item including, the increase proposed by purchase or acquisition 26 of any property or the Borrower execution of a contract in relation to any Property for such item amount, not to exceed a maximum of $25,000 in such proposed Operating Budgetthe aggregate for each Property for any fiscal year.

Operating Budget. On or prior to ninety (a) No less than forty-five (4590) days prior to the Substantial Completion of each train of the Project, and no less than forty-five (45) days prior to before the beginning of each full calendar year thereafterof the Term, the Borrower Landlord shall prepare submit to Tenant a proposed operating plan budget for the Project, detailing the anticipated Taxes and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Borrower and the Project for the ensuing following calendar year (oryear, including without limitation, anticipated capital expenditures. The proposed operating budget shall be subject to Tenant’s approval, not to be unreasonably withheld, conditioned or delayed. Tenant shall notify Landlord in the case writing of its approval or disapproval of the 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 “Operating Budget”). Each Operating Budget shall be prepared with any disapproval specifying in accordance with a form approved by the Independent Engineer, shall set forth all material assumptions used in the preparation of such Operating Budget, and shall become effective upon approval of the 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 detail Tenant’s objections to particular line items therein) within thirty (30) days after receipt thereoffollowing Landlord’s request for approval. If Tenant fails to respond within the thirty (30) day period, such Operating Budget Landlord shall give Tenant a second notice requesting approval and if Tenant fails to respond within five (5) days following the second notice, the proposed operating budget shall be deemed approved. Landlord shall use reasonable efforts to have been approvedoperate the Building in accordance with the approved operating budget; and provided, further however, that Landlord and Tenant acknowledge that the Senior Facility Agent operating budget is only an estimate of anticipated expenditures, and nothing contained herein shall have neither the right nor the be deemed (i) to limit Tenant’s obligation to approve costs for Gas purchase contracts for the Project contained pay Expenses, Excess Expenses or other items of Additional Rent under Section 5, whether or not actual Expenses, Excess Expenses or other Additional Rent exceed those in the Operating Budgetoperating budget or (ii) to preclude Landlord from incurring expenditures in excess of or in addition to those set forth in the operating budget, to the 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 Borrower does not have parties are unable to agree upon an effective annual Operating Budget before the beginning of any calendar yearoperating budget, until such proposed Operating Budget an operating budget is approved, Landlord shall use reasonable efforts, to the Operating Budget extent possible, to operate the Project in accordance with the most recently approved operating budget, subject to the terms and conditions set forth above and subject to increase for increases 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 items outside of Landlord’s control and (C) all other items shall be increased by the lesser which Landlord has knowledge of (x) two i.e., taxes, insurance costs, utilities and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budgetother similar costs).

Operating Budget. (a) No less than forty-five (45) days prior to Attached hereto as Exhibit C is the Substantial Completion annual operating budget for the Company for the remainder of the 2006 Fiscal Year. On October 31 of each train Fiscal Year of the ProjectCompany commencing on October 31, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter2006, the Borrower Operating Member shall prepare submit a proposed new annual operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Borrower and the Project Company for the ensuing calendar year (or, in Fiscal Year for the case review and approval of the Management Committee (the initial Operating Budgetand each new annual operating budget, the remaining portion thereof) and provide the Independent Engineeras approved, the Common Security Trustee, and the Senior Facility Agent with a copy of such operating plan and budget (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 prepared in accordance with incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a form approved schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Independent EngineerMembers 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 all material assumptions used in the preparation 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. The Operating Member shall 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), and shall become effective upon without any further approval of the Senior Facility Agent, acting reasonably and in consultation with Management Committee (or the Independent Engineer; provided, that if the Senior Facility Agent shall not have approved or disapproved the Operating Budget Members). Except as otherwise provided within thirty (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, further that the Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the any 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 may not be materially modified without the prior approval 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 BudgetManagement Committee.

Operating Budget. Within thirty (a) No less than forty-five (4530) days prior after the date of this Agreement, the Operating Member shall submit to the Substantial Completion Management Committee for its approval an annual operating budget for the Company for the Fiscal Year 2008. On or before October 31 of each train Fiscal Year of the ProjectCompany commencing on October 31, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter2008, the Borrower Operating Member shall prepare submit a proposed new annual operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Borrower and the Project for the ensuing calendar year (or, in Fiscal Year for the case review and approval of the Management Committee (the initial Operating Budgetand each new annual operating budget, the remaining portion thereof) and provide the Independent Engineeras approved, the Common Security Trustee, and the Senior Facility Agent with a copy of such operating plan and budget (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 prepared in accordance with incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a form approved schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Independent EngineerMembers 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 all material assumptions used in the preparation 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 and sale of the Project (or any portion thereof) or as may be reasonably requested by any representative of the Management Committee. The Operating Member shall 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), and shall become effective upon without any further approval of the Senior Facility Agent, acting reasonably and in consultation with Management Committee (and/or the Independent Engineer; provided, that if the Senior Facility Agent shall not have approved or disapproved the Operating Budget Members). Except as otherwise provided within thirty (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, further that the Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the any 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 may not be increased without the prior approval 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 BudgetManagement Committee.

Operating Budget. (a) No less than forty-five (45) days prior to Attached hereto as Exhibit C is the Substantial Completion annual operating budget for the Company for the remainder of the 2009 Fiscal Year. On October 31 of each train Fiscal Year of the ProjectCompany commencing on October 31, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter2009, the Borrower Operating Member shall prepare submit a proposed new annual operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Borrower and the Project Company for the ensuing calendar year (or, in Fiscal Year for the case review and approval of the Management Committee (the initial Operating Budgetand each new annual operating budget, the remaining portion thereof) and provide the Independent Engineeras approved, the Common Security Trustee, and the Senior Facility Agent with a copy of such operating plan and budget (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 prepared in accordance with incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a form approved schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Independent EngineerMembers 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 all material assumptions used in the preparation 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), and shall become effective upon without any further approval of the Senior Facility Agent, acting reasonably and in consultation with Management Committee (or the Independent Engineer; provided, that if the Senior Facility Agent shall not have approved or disapproved the Operating Budget Members). Except as otherwise provided within thirty (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, further that the Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the any 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 may not be increased without the prior approval 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 BudgetManagement Committee.

Operating Budget. Within thirty (a) No less than forty-five (4530) days prior after the date of this Agreement, the Operating Member shall submit to the 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 Management Committee for its approval an annual operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Borrower and the Project for the ensuing calendar year (or, in the case Fiscal Year 2009. On or before October 31 of each Fiscal Year of the initial Operating BudgetCompany commencing on October 31, 2009, the remaining portion thereof) Operating Member shall submit a new annual operating budget for the ensuing Fiscal Year for the review and provide approval of the Independent EngineerManagement Committee (the initial and each new annual operating budget, the Common Security Trusteeas approved, and the Senior Facility Agent with a copy of such operating plan and budget (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 Project Owner (including, without limitation, all repairs and capital expenditures projected to be prepared in accordance with incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a form approved schedule setting forth the timing and amount of any Shortfall Contributions projected to be required by the Independent EngineerMembers 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 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. The Operating Member, acting on behalf of the Company as the sole member of the Project Owner, shall have the authority to incur only the costs and expenditures set forth all material assumptions used in an approved Operating Budget (subject to the preparation 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), and shall become effective upon without any further approval of the Senior Facility Agent, acting reasonably and in consultation with Management Committee (and/or the Independent Engineer; provided, that if the Senior Facility Agent shall not have approved or disapproved the Operating Budget Members). Except as otherwise provided within thirty (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, further that the Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the any 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 may not be increased without the prior approval 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 BudgetManagement Committee.

Operating Budget. The Annual Business Plan includes an operating budget for the Campus that has been approved by the Members. Each operating budget for the Campus shall set forth on a reasonably detailed itemized basis, (ai) No less than forty-five all receipts projected to be received for the period of such operating budget and all expenses, by reasonable category, projected to be incurred for the Campus (45including, without limitation, all repairs and capital expenditures projected to be incurred during such period), and (ii) the anticipated reserves for the Campus projected to be required for such period. At least thirty (30) days prior to the Substantial Completion end of each train 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 Project, and no less than forty-five (45) days prior updated Approved Business Plan pursuant to Section 2.08. Each operating budget that is approved by 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 Borrower and the Project for the ensuing calendar year (or, in the case of the 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 (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) to cause the Company and each Subsidiary to incur expenditures in excess of any 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 greater of ten percent (10%) or Fifty Thousand Dollars ($50,000), and (iv) to cause the Company and each Subsidiary to make any expenditures outside of the Operating Budget provided that the aggregate amount of the expenditures described in this clause (iv) for any Fiscal Year does not exceed One Hundred Thousand Dollars ($100,000). Each The Operating Budget shall be prepared automatically adjusted to take into account any increases in accordance with a form approved by real property taxes, insurance premiums, utility charges and similar items over which the Independent Engineer, shall Company and each Subsidiary have no control. Except as set forth all material assumptions used in this Section 2.09, the preparation of such Operating Budget, and shall become effective upon approval Manager may not cause the Company or any Subsidiary to incur any expenses in connection with the operation of the Senior Facility Agent, acting reasonably and in consultation with Campus without the Independent Engineer; provided, that if the Senior Facility Agent shall not have approved or disapproved the Operating Budget within thirty (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, further that the 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 prior written consent 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 BudgetExecutive Committee.

Operating Budget. (a) No less than forty-five The Project Company shall ensure that the draft Operating Budget and the final version thereof delivered pursuant to Section 7.3 shall each contain complete, fair and accurate estimates (45by principal components) days prior to the Substantial Completion of each train of the Projectrevenues, 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 Operating and Maintenance Expenses for the Borrower and projected Debt Service, based on the Project for Company's good faith reasonable projections at such time, which shall be based on all facts and circumstances then existing and known to the ensuing calendar year (or, in Project Company and shall reflect the case Project Company's good faith estimate of the initial future results of the Project Company. 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 “Operating Budget”). Each Operating Budget Budgets shall be prepared on a consistent basis, and in accordance with sufficient detail to permit a form approved by meaningful comparison from year to year. The Administrative Agent and the Independent Engineer, Engineer shall set forth all material assumptions used in review the preparation of draft Operating Budget and shall either approve such Operating BudgetBudget (acting reasonably) or advise the Project Company that it has not been approved and specify which items therein that are disapproved and the reason for such disapproval. If any items are disapproved, and shall become effective the Administrative Agent (upon approval of the Senior Facility Agent, acting reasonably and in consultation with the Independent Engineer; provided) and the Project Company will promptly work together to reach an agreement on such items. Until resolution of such dispute, that if the Senior Facility Agent Project Company shall not have adhere to all approved or aspects of such Operating Budget and shall 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 within thirty (30) days after receipt thereofhas been approved in its entirety. Amounts in relation to fuel costs, such Operating Budget to the extent disputed, shall not be deemed to have been approved; and provided, further that the Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained limited in the Operating Budgetmanner described above. If the Borrower does not have an effective annual Operating Budget before the beginning Approval of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect (including resolution of any disputed items) shall continue not be unreasonably withheld or delayed. The Project Company may transfer amounts 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 different line items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for as long as 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 aggregate amounts set forth in such proposed Operating BudgetBudget are not increased or decreased.

Operating Budget. (a) No less than forty-five (45) days prior to Attached hereto as Exhibit C is the Substantial Completion annual operating budget for the Company for the remainder of the 2008 Fiscal Year. On October 31 of each train Fiscal Year of the ProjectCompany commencing on October 31, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter2008, the Borrower Manager shall prepare submit a proposed new annual operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Borrower and the Project Company for the ensuing calendar year (or, in Fiscal Year for the case review and approval of the Management Committee (the initial Operating Budgetand each new annual operating budget, the remaining portion thereof) and provide the Independent Engineeras approved, the Common Security Trustee, and the Senior Facility Agent with a copy of such operating plan and budget (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 prepared in accordance with incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a form approved schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Independent EngineerMembers 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 all material assumptions used in the preparation 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 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), and shall become effective upon without any further approval of the Senior Facility Agent, acting reasonably and in consultation with Management Committee (or the Independent Engineer; provided, that if the Senior Facility Agent shall not have approved or disapproved the Operating Budget Members). Except as otherwise provided within thirty (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, further that the Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the any 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 may not be increased without the prior approval 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 BudgetManagement Committee.

Operating Budget. THCM or its successors and assigns, as property manager of the Bazaar Improvements, shall prepare and submit to the Board, for the Board's review and approval, prior to the issuance of a certificate of occupancy for the Bazaar Improvements and thereafter at least thirty (a) No less than forty-five (4530) days prior to the Substantial Completion end of each train fiscal year of the ProjectPartnership, 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 Borrower and the Project ("OPERATING BUDGET") for the ensuing calendar fiscal year (or, in or portion thereof. Following the case approval of the initial an Operating Budget, TrizecHahn acting alone shall have the remaining portion thereofpower 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) and provide the Independent Engineershall be deemed to apply with respect to such fiscal year until a revised Operating Budget is approved for such fiscal year; provided, the Common Security Trusteehowever, (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 Senior Facility Agent with a copy Company has no control, and (ii) each other item other than any non-recurring items (e.g., capital expenditures, including tenant improvements in excess of such operating plan and budget (the “applicable amount set forth in the last approved Operating Budget”). Each ) in such last approved Operating Budget shall be prepared 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 in accordance with a form approved by excess of the Independent Engineer, shall set forth all material assumptions used various line item amounts that TrizecHahn is authorized to incur in the preparation last approved Operating Budget provided the sum of such Operating Budget, expenditures and shall become effective upon approval of the Senior Facility Agent, acting reasonably and expenses projected to be incurred in consultation with the Independent Engineer; provided, that if the Senior Facility Agent shall not have approved or disapproved the Operating Budget within thirty (30) days after receipt thereof, future under such Operating Budget shall be deemed to have been approved; and provided, further that the Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained 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. If Following the Borrower does not have an effective annual Operating Budget before the beginning of any calendar yearOpening, 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 THCM's responsibilities 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.follows:

Operating Budget. (a) No less than forty-five (45) days prior Borrower shall furnish to the Substantial Completion Lender on or ---------------- before January 20 of each train year commencing on January 20, 1998, an annual plan (the "Annual Plan") for such year for the ----------- Mortgaged Property which Annual Plan shall include a detailed operating budget (an "Operating Budget") and a detailed capital expenditure budget (a "Capital ---------------- ------- Budget"), reflecting Manager's best good faith estimate of its anticipated ------ results of operations, including revenues from all sources, all operating expenses, management fees, Management Expenses, and capital and FF&E Expenditures. The Annual Plan shall contain provisions for deposit into the FF&E Reserve Account of an aggregate amount equal to at least 5.5% of projected Gross Revenues for each year, the specific percentage to be determined by the requirements for such purpose 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 Borrower and the Project for the ensuing calendar year (or, in the case of the 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 “Operating Budget”). Each Operating Budget shall be prepared in accordance with a form approved by the Independent Engineer, shall set forth all material assumptions used in the preparation of such Operating Budget, and shall become effective upon approval of the Senior Facility Agent, acting reasonably and in consultation with the Independent EngineerManagement Agreement; provided, however, that if for the Senior Facility Agent remainder of Fiscal Year 1997, the Annual Plan shall contain provisions for deposit into the FF&E Reserve Account of an aggregate amount equal to at least 4.5% of projected Gross Revenues for the remainder of Fiscal Year 1997. In addition to the foregoing, Borrower shall submit to Lender, for Lender's approval (which approval shall not have be unreasonably withheld or delayed), a proposed annual budget of administrative expenses (which may include reasonable allocations of internal costs of Borrower's affiliates) of Borrower, Mezzanine Borrower and DSMLP. Such budget shall be approved or disapproved the Operating Budget by Lender within thirty ten (3010) days Business Days after receipt Borrower's submission thereof, . Upon approval of such Operating Budget shall be deemed to have been approved; and provided, further that the 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 approvedbudget, the Operating Budget most recently disbursements to be made on each Payment Date under the Cash Management Procedures in effect respect of such administrative expenses for each of Borrower, Mezzanine Borrower and DSMLP shall continue to apply; provided, that equal one-twelfth (A1/12th) 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 amount 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 each such item in such proposed Operating BudgetPerson.

Operating Budget. (a) No less than forty-five thirty (45) days prior to the Substantial Completion of each train of the Project, and no less than forty-five (4530) days prior to the beginning of each calendar year thereafteryear, the Borrower Company shall prepare a proposed operating plan and a budget in the form attached as Exhibit B (Operating Budget) setting forth in reasonable detail the projected requirements for Operation operation and Maintenance Expenses maintenance expenses for the Borrower Company and the Project for the ensuing calendar year (or, in the case of the initial Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and the Senior Facility Collateral Agent with a copy of such operating 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 all material assumptions used in the preparation of such Operating Budget, and shall become effective upon approval of the Senior Facility Collateral Agent, acting reasonably and in consultation with upon the Independent Engineerinstructions of the Required Holders; provided, that if the Senior Facility Collateral Agent shall not have approved or disapproved the Operating Budget within thirty twenty-one (3021) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, further further, that any proposed Operating Budget that does not exceed the Senior Facility Agent shall have neither the right nor the obligation to approve costs projected operating budget for Gas purchase contracts for the Project contained such year in the Operating BudgetClosing Base Case Projections by more than 10% shall be deemed to have been approved. If the Borrower 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 (Ai) 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 effect and (Cii) 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 Company for such item in such proposed Operating Budget.. The Operating Budget for calendar year 2017 attached hereto as Exhibit C (2017 Operating Budget) is hereby approved. 30

Operating Budget. On or prior to ninety (a) No less than forty-five (4590) days prior to the Substantial Completion of each train of the Project, and no less than forty-five (45) days prior to before the beginning of each full calendar year thereafterof the Term, the Borrower Landlord shall prepare submit to Tenant a proposed operating plan budget for the Project, detailing the anticipated Taxes and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Borrower and the Project for the ensuing following calendar year (oryear, including without limitation, anticipated capital expenditures. The proposed operating budget shall be subject to Tenant's approval, not to be unreasonably withheld, conditioned or delayed. Tenant shall notify Landlord in the case writing of its approval or disapproval of the 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 “Operating Budget”). Each Operating Budget shall be prepared with any disapproval specifying in accordance with a form approved by the Independent Engineer, shall set forth all material assumptions used in the preparation of such Operating Budget, and shall become effective upon approval of the 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 detail Tenant's objections to particular line items therein) within thirty (30) days after receipt thereoffollowing Landlord's request for approval. If Tenant fails to respond within the thirty (30) day period, such Operating Budget Landlord shall give Tenant a second notice requesting approval and if Tenant fails to respond within five (5) days following the second notice, the proposed operating budget shall be deemed approved. Landlord shall use reasonable efforts to have been approvedoperate the Building in accordance with the approved operating budget; and provided, further however, that Landlord and Tenant acknowledge that the Senior Facility Agent operating budget is only an estimate of anticipated expenditures, and nothing contained herein shall have neither the right nor the be deemed (i) to limit Tenant's obligation to approve costs for Gas purchase contracts for the Project contained pay Expenses, Excess Expenses or other items of Additional Rent under Section 5, whether or not actual Expenses, Excess Expenses or other Additional Rent exceed those in the Operating Budgetoperating budget or (ii) to preclude Landlord from incurring expenditures in excess of or in addition to those set forth in the operating budget, to the 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 Borrower does not have parties are unable to agree upon an effective annual Operating Budget before the beginning of any calendar yearoperating budget, until such proposed Operating Budget an operating budget is approved, Landlord shall use reasonable efforts, to the Operating Budget extent possible, to operate the Project in accordance with the most recently approved operating budget, subject to the terms and conditions set forth above and subject to increase for increases 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 items outside of Landlord's control and (C) all other items shall be increased by the lesser which Landlord has knowledge of (x) two i.e., taxes, insurance costs, utilities and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budgetother similar costs).

Operating Budget. (a) No less Lessee shall, not later than fortytwenty-five (4525) days prior to before the Substantial First Train Completion of each train of the ProjectDate, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter, the Borrower shall prepare a proposed adopt an operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Borrower Landlord and the Project for the ensuing calendar year (or, in period from such date to the case conclusion of the initial Operating Budget, the remaining portion thereof) then-current Fiscal Year and provide the Independent Engineer, the Common Security Trustee, and the Senior Facility Agent with 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. No less than fifty-five (55) days in advance of the beginning of each Fiscal Year and each six (6) month period thereafter, Lessee shall similarly create a twelve (12) calendar month operating plan and budget for Landlord and the Project setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the ensuing twelve (12) calendar month period and provide a copy of such operating plan and budget at such time to Landlord. (Each such operating plan and budget is herein called an “Operating Budget”). .) Each Operating Budget shall set forth for each week covered thereby (i) an amount expressed in Dollars in respect of the OPEX Expenses to be incurred during such week and (ii) an amount expressed in the relevant quantity in respect of the COGS Expenses to be incurred during such week and the notional Dollar value of such quantities calculated in the manner set forth in the Operating Budget.Each Operating Budget shall be prepared in accordance with a form approved by the Independent Engineer, shall set forth all material assumptions used in the preparation of such Operating Budget, Engineer and shall become effective upon approval approval, which shall not be unreasonably withheld, conditioned or delayed, of the Senior Facility Agent, acting reasonably and in consultation with the Independent Engineer; provided, that if the Senior Facility Agent Landlord. If Lessee shall not have approved or disapproved created and adopted the Operating Budget within thirty (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, further that the 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 six (6) month period or any Operating Budget is approvedcreated or adopted by Lessee shall not have been accepted by Landlord before the beginning of any upcoming six (6) month period, the Operating Budget most recently in effect shall continue to apply; providedfor the preceding twelve (12) calendar month period shall, that (A) any items until the creation or adoption of the proposed an Operating Budget that have been approved shall by Lessee and acceptance of such Operating Budget by Landlord, be given effect deemed to be in substitution of the corresponding items in force and effective as the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and upcoming twelve (C12) 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 Budgetcalendar month period.

Operating Budget. (ai) No less The Borrower shall, not later than forty-five (45) days prior to before the Substantial Completion of each train of the ProjectCommercial Operation Date, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter, the Borrower shall prepare a proposed adopt an operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Borrower and the Project for the ensuing calendar year (or, in period from such date to the case conclusion of the initial Operating Budget, the remaining portion thereof) then-current Fiscal Year and provide the Independent Engineer, the Common Security Trustee, and the Senior Facility Agent with a copy of such operating plan and budget at such time to the Administrative Agent. No less than forty-five (45) days in advance of the beginning of each Fiscal Year thereafter, the Borrower shall similarly adopt an operating plan and a budget for the Project setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the ensuing Fiscal Year and provide a copy of such operating plan and budget at such time to the Administrative Agent. (Each such operating plan and budget is herein called an “Operating Budget”). .) Each Operating Budget shall be prepared in accordance with a form approved by the Independent Engineer, shall set forth all material assumptions used in the preparation of such Operating Budget, Engineer and shall become effective upon approval approval, which shall not be unreasonably withheld, conditioned or delayed, of the Senior Facility Agent, Administrative 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 (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, further that the 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 BudgetConsultants). If the Borrower does shall not have adopted an effective annual Operating Budget before the beginning of any calendar yearFiscal 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 preceding Fiscal Year shall, until the adoption of an annual Operating Budget by the Borrower and acceptance of such proposed Operating Budget by the Administrative Agent, be deemed to be in force and effective as the annual Operating Budget for such 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 Operating Budget most recently in effect Borrower shall continue work diligently to apply; provided, that (A) any items of the proposed prepare an initial Operating Budget that have been approved shall be given effect in substitution of is reasonably acceptable to 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 BudgetAdministrative Agent.

Operating Budget. (a) No less than forty-five (45) days prior to Attached hereto as Exhibit C is the Substantial Completion annual operating budget for the Company for the 2007 Fiscal Year. On October 31 of each train Fiscal Year of the ProjectCompany commencing on October 31, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter2007, the Borrower Operating Member shall prepare submit a proposed new annual operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Borrower and the Project Company for the ensuing calendar year (or, in Fiscal Year for the case review and approval of the Management Committee (the initial Operating Budgetand each new annual operating budget, the remaining portion thereof) and provide the Independent Engineeras approved, the Common Security Trustee, and the Senior Facility Agent with a copy of such operating plan and budget (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 prepared in accordance with incurred during such period), (ii) the anticipated operating reserves and working capital projected to be required for such period, (iii) a form approved schedule setting forth the timing and amount of any Additional Contributions projected to be required by the Independent EngineerMembers 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 all material assumptions used in the preparation 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. The Operating Member shall 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), and shall become effective upon without any further approval of the Senior Facility Agent, acting reasonably and in consultation with Management Committee (or the Independent Engineer; provided, that if the Senior Facility Agent shall not have approved or disapproved the Operating Budget Members). Except as otherwise provided within thirty (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, further that the Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the any 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 may not be materially modified without the prior approval 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 BudgetManagement Committee.

Operating Budget. 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 (a) No less than forty-five (45) days prior to the Substantial Completion of each train of the Project, and no less than forty-five (4530) days prior to the beginning of each calendar fiscal year thereafterof the Partnership, an operating budget ("Operating Budget") for such fiscal year or portion thereof with respect to the Project; provided, however, the Borrower shall prepare a proposed operating plan and a budget setting forth in reasonable detail Partners acknowledge that the projected requirements for Operation and Maintenance Expenses Operating Budget for the Borrower 1991 fiscal year was previously delivered to Xxxx (the predecessor-in-interest to IMA Corp.) and approved by Xxxx in accordance with the Project for the ensuing calendar year (or, in the case provisions of the 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 “Operating Budget”)Letter Agreement. Each Operating Budget shall set forth 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 prepared separately identified) projected for the period of such Operating Budget and all expenses, by category, of owning and operating the Project or any applicable portion thereof (including capital improvements projected to be incurred during such period). If, following the approval of the Operating Budget for the 1991 fiscal year, any Operating Budget proposed by the Operating Partners for any subsequent fiscal year is not approved by IMA Corp., then the last approved Operating Budget (as previously increased, if applicable, in accordance with a form approved by the Independent Engineer, shall provisions set forth all material assumptions used below in the preparation this Section 2.05 (but exclusive of any capital improvements included in such fiscal year Operating Budget, and )) shall become effective upon approval of the Senior Facility Agent, acting reasonably and in consultation be deemed to apply with the Independent Engineerrespect to such fiscal year until a revised Operating Budget is approved for such year; provided, that if the Senior Facility Agent shall not have however, (i) appropriate adjustments to such last approved or disapproved the Operating Budget within thirty (30) days after receipt thereof, such Operating Budget shall be deemed automatically made to have been approved; reflect actual increases in real property taxes, insurance premiums, utility charges, and providedsimilar items over which the Partnership has no control, further that the Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained and (ii) each other item of expense in the Operating Budget. If the Borrower does not have an effective annual such last approved 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 one percent (2.51%) and (y) semi-annually until such time as the increase proposed 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 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 Borrower Partnership or by such Operating Partner on behalf of the Partnership for any line item included within such Operating Budget does not exceed the amount of the projected expenditure for such line item set forth in such proposed Operating Budgetbudget (as previously increased, if applicable, in accordance with the provisions set forth above in this Section 1.05).

Operating Budget. (ai) No less The Borrower shall, not later than forty-five (45) days prior to before the Substantial Final Completion of each train of the ProjectDate, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter, the Borrower shall prepare a proposed 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 Borrower and the Project for the ensuing calendar year (or, in period from such date to the case conclusion of the initial Operating Budget, the remaining portion thereof) then-current Fiscal Year and provide the Independent Engineer, the Common Security Trustee, and the Senior Facility Agent with a copy of such operating plan and budget at such time to the Administrative Agent. No less than forty-five (45) days in advance of the beginning of each Fiscal Year thereafter, the Borrower shall similarly adopt an operating plan and a budget for the Project setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses and Maintenance Capital Expenses for the ensuing Fiscal Year and provide a copy of such operating plan and budget at such time to the Administrative Agent. (Each such operating plan and budget is herein called an “Operating Budget”). .) Each Operating Budget shall be prepared in accordance with a form approved by the Independent Engineer, shall set forth all material assumptions used in the preparation of such Operating Budget, Engineer and shall become effective upon approval approval, which shall not be unreasonably withheld, conditioned or delayed, of the Senior Facility Agent, Administrative 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 (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, further that the 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 BudgetConsultants). If the Borrower does shall not have adopted an effective annual Operating Budget before the beginning of any calendar yearFiscal 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 preceding Fiscal Year shall, until the adoption of an annual Operating Budget, as the case may be, by the Borrower and acceptance of such proposed Operating Budget by the Administrative Agent, be deemed to be in force and effective as the annual Operating Budget for such 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 Operating Budget most recently in effect Borrower shall continue work diligently to apply; provided, that (A) any items of the proposed prepare an initial Operating Budget that have been approved shall be given effect in substitution of is reasonably acceptable to 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 BudgetAdministrative Agent.

Operating Budget. (ai) No less The Borrower shall, with respect to the Existing Plants, not later than forty-five the Closing Date, and, with respect to the Aberdeen II Plant, not later than thirty (4530) days prior to before the Substantial Final Completion of each train of the ProjectDate, and no less than forty-five (45) days prior to the beginning of each calendar year thereafter, the Borrower shall prepare a proposed 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 Borrower and period from such date to the Project for the ensuing calendar year (or, in the case conclusion of the initial Operating Budget, the remaining portion thereof) then-current Fiscal Year and provide the Independent Engineer, the Common Security Trustee, and the Senior Facility Agent with a copy of such operating plan and budget at such time to the Administrative Agent. No less than forty-five (45) days in advance of the beginning of each Fiscal Year thereafter, the Borrower shall similarly adopt an operating plan and a budget for the 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 and provide a copy of such operating plan and budget at such time to the Administrative Agent. (Each such operating plan and budget is herein called an “Operating Budget”). .) Each Operating Budget shall be prepared in accordance with a form approved by the Independent Engineer, shall set forth all material assumptions used in the preparation of such Operating Budget, Engineer and shall become effective upon approval approval, which shall not be unreasonably withheld, conditioned or delayed, of the Senior Facility Agent, Administrative 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 (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided, further that the 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 BudgetConsultants). If the Borrower does shall not have adopted an effective annual Operating Budget before the beginning of any calendar year, until such proposed Fiscal Year or any Operating Budget is approvedadopted by the Borrower shall not have been accepted by the Administrative Agent before the beginning of any upcoming Fiscal Year, 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 preceding Fiscal Year shall, until the adoption of an annual Operating Budget, by the Borrower and (C) all other items shall be increased acceptance of such Operating Budget, by the lesser of (x) two Administrative Agent, be deemed to be in force and one-half percent (2.5%) and (y) effective as the increase proposed by the Borrower annual Operating Budget for such item in such proposed Operating Budgetupcoming Fiscal Year.