Common use of Annual Operating Plan Clause in Contracts

Annual Operating Plan. The Manager has prepared and the Board has Approved (a “Annual Operating Plan”) for the Fiscal Year including the Effective Date. The Manager shall prepare for the Approval of the Board each Fiscal Year (no later than thirty (30) days before the Fiscal Year to which the Animal Operating Plan applies) an Annual Operating Plan for the next Fiscal Year, setting forth at a minimum the estimated receipts (including capital calls) and expenditures (capital, operating and other) of the Company in sufficient detail to provide an estimate of cash flow, capital proceeds, and other financial requirements of the Company for such year. Any such Annual Operating Plan shall also include such other information or other matters thought appropriate by the Manager or reasonably required by the Board. The Board shall review the proposed Annual Operating Plan and shall offer any revisions thereto within 10 days after receipt. After the final Annual Operating Plan has been Approved by Two Thirds Vote of the Board, the Manager shall implement the Annual Operating Plan and shall be authorized to make only the expenditures and incur only the obligations provided for therein. Notwithstanding the foregoing, the Manager may make any expenditure or incur any obligation, whether or not such expenditure or obligation is provided for in an Annual Operating Plan, which is the legal obligation of the Company and not within the reasonable control of the Managers (e.g., real or personal property taxes). If the Board, acting reasonably and in good faith, is not able to agree on an Annual Operating Plan for any year, each line item in the Annual Operating Plan for the prior year shall be increased by the percentage increase in the CPI Index from the first day for which the previous Annual Operating Plan was in effect to the first day for which the new Annual Operating Plan is to be in effect. If the CPI Index is no longer published, published less frequently, or altered in some other manner, then the Manager shall, from time to time, adopt a substitute index or substitute procedure which reasonably reflects and monitors consumer prices, and the resulting plan shall be the Annual Operating Plan for the current year.

Annual Operating Plan. (a) Subject to the terms of the next succeeding sentence hereof, not later than one hundred twenty (120) days prior to the first day of each Project Year, Operator shall prepare and submit to Owner for approval a proposed operating and maintenance plan providing information for each month during the upcoming Project Year (the "O&M Plan"). The Manager has prepared O&M Plan for the first, Project Year shall be submitted to Owner for approval on the date on which this Agreement is executed unless previously submitted. The O&M Plan shall describe, in detail acceptable to Owner and on a monthly basis, anticipated maintenance and overhaul schedules, staffing plans, equipment acquisitions and spare parts and Consumables inventories (including a breakdown of capital items and expense items), schedules of subcontract services, plant performance data regarding required environmental performance, projected Fuel usage and such other matters as Owner may reasonably require. Any actions proposed under the O&M Plan shall be consistent with the Facility Data, the Operating Procedures, Prudent Utility Practices, the Related Agreements and this Agreement. Contemporaneously with the delivery of the O&M Plan, Operator shall submit to Owner a proposed budget for operating and maintaining the Facility during the upcoming Project Year (the "Operating Budget"), which shall include the estimated cost, based on time and materials and all fees contemplated in this Agreement, for all anticipated operating and maintenance services to be provided by Operator during each month of the upcoming Project Year in the account structure and format provided by Owner (the O&M Plan and the Board has Approved (a “Operating Budget are hereinafter sometimes together called the "Annual Operating Plan”"). When approved pursuant to subparagraph (b) for below, the Fiscal Year including the Effective Date. The Manager Annual Operating Plan shall prepare for the Approval be an "Approved Annual Operating Plan" and shall consist of an "Approved O&M Plan" and an "Approved Operating Budget". (b) Owner shall give its approval or disapproval of the Board each Fiscal Year (Annual Operating Plan no later than thirty (30) days before after receipt thereof from Operator. If Owner objects to all or any portion of the Fiscal Year proposed Annual Operating Plan, Owner shall furnish its objections in writing to Operator, and Owner and Operator shall amend such Annual Operating Plan in order to accommodate to Owner's satisfaction those items to which the Animal Owner objects. (c) An Approved Annual Operating Plan appliesshall constitute authorization for Operator to operate and maintain the Facility in accordance with such Approved Annual Operating Plan and the terms of this Agreement, it being recognized and agreed that Operator shall operate and maintain the Facility in a prudent and efficient manner so as to maximize both the current performance and the residual value of the Facility and shall endeavor to ensure that the actual costs of operating and maintaining the Facility are as low as reasonably practicable and in any event do not exceed the Approved Operating Budget either in total or, to the extent reasonably practicable, in any one budgetary category. Operator shall notify Owner as soon as reasonably possible of any significant deviations or discrepancies between the costs and expenses actually incurred by Operator during each Project Year and the costs and expenses projected to be incurred by Operator as set forth in the Approved Operating Budget for each such Project Year. (d) In the event Operator desires to request an adjustment to an Approved Annual Operating Plan at any time during the Project Year, Operator shall submit a proposed revised Annual Operating Plan for Owner's consideration, which Owner shall approve or disapprove within fifteen (15) days after submission thereof. If the next Fiscal Yearproposed revised Annual Operating Plan is disapproved by Owner within such fifteen (15) day period, setting forth at Owner shall furnish Operator with the reasons for such disapproval and shall immediately begin discussions with Operator in an effort to reach a minimum mutually agreeable revised Annual Operating Plan. Upon such agreement, Operator shall revise the estimated receipts (including capital calls) and expenditures (capitalAnnual Operating Plan with respect thereto. Until the revised Annual Operating Plan is approved in writing by Owner, operating and other) Operator shall not, except in an emergency as described in Section 2.6 hereof, act outside of the Company in sufficient detail to provide an estimate of cash flow, capital proceeds, and other financial requirements of the Company Approved Annual Operating Plan for such yearProject Year without the prior written consent of Owner. Any such Once approved, Operator's authority as to the revised, or any additionally revised, Annual Operating Plan shall also include such other information or other matters thought appropriate by be the Manager or reasonably required by same as that authorized for the Board. The Board shall review the proposed Annual Operating Plan and shall offer any revisions thereto within 10 days after receipt. After the final Annual Operating Plan has been original Approved by Two Thirds Vote of the Board, the Manager shall implement the Annual Operating Plan and shall be authorized to make only the expenditures and incur only the obligations provided for therein. Notwithstanding the foregoing, the Manager may make any expenditure or incur any obligation, whether or not such expenditure or obligation is provided for in an Annual Operating Plan, which is the legal obligation of the Company and not within the reasonable control of the Managers (e.g., real or personal property taxes). If the Board, acting reasonably and in good faith, is not able to agree on an Annual Operating Plan for any year, each line item in the Annual Operating Plan for the prior year shall be increased by the percentage increase in the CPI Index from the first day for which the previous Annual Operating Plan was in effect to the first day for which the new Annual Operating Plan is to be in effect. If the CPI Index is no longer published, published less frequently, or altered in some other manner, then the Manager shall, from time to time, adopt a substitute index or substitute procedure which reasonably reflects and monitors consumer prices, and the resulting plan shall be the Annual Operating Plan for the current year.

Annual Operating Plan. The Manager has prepared and 5.2.1 No later than ninety (90) days prior to the Board has Approved (a “commencement of each Operational Year of this Agreement the Operator will provide the Owner with an Annual Operating Plan”) for the Fiscal Year including the Effective Date. The Manager shall prepare for the Approval of the Board each Fiscal Year (no later than thirty (30) days before the Fiscal Year to which the Animal Operating Plan applies) an Annual Operating Plan for the next Fiscal Year, setting forth at a minimum the estimated receipts (including capital calls) and expenditures (capital, operating and other) of the Company in sufficient detail to provide an estimate of cash flow, capital proceeds, and other financial requirements of the Company for such year. Any such Annual Operating Plan shall also include such other information or other matters thought appropriate by be an annual program and monthly timetable for the Manager or reasonably required by operation and maintenance of the Board. The Board Utility Plant and performance of the Services, which shall review set forth on a monthly basis the proposed underlying assumptions and implementation plans in connection with the Annual Operating Plan Budget, and shall offer any revisions thereto within 10 days after receipt. After include the final Annual Operating Plan has been Approved by Two Thirds Vote following information: (i) Routine operational services; (ii) Routine repairs and maintenance for each part of the BoardUtility Plant; (iii) Information regarding the inventory and proposed procurement of equipment, spare parts, tools, test equipment and, in the case of major equipment, the Manager residual life thereof; (iv) Routine operational information, general operating data and other Utility Plant data; (v) Scheduled Outages; (vi) List of consumable items in the aggregate; (vii) Staffing plans and details regarding the number of part-time and temporary staff and consultants; (viii) Operator’s recommendations on matters affecting the operation and maintenance of the Utility Plant, including any requirements for Sustaining Capital and relevant Improvements or Additions for the Operational Year and any other capital expenditures for the Operational Year, in each case together with the reasons for such recommendations and the expected capital costs and net change in operating cost effected thereby; (ix) Annual safety and environmental management plans; (x) Action plans arising from audit results and insurance requirements; and (xi) A description of actions necessary to ensure that the Utility Plant will comply with all Applicable Laws. 5.2.2 The Operator shall implement prepare the Annual Operating Plan and based on the Scheduled Outage periods agreed upon by the Owner, acting reasonably. The Parties agree that Scheduled Outages shall be authorized planned to make only ensure minimum disruption to both the expenditures Facility and incur only the obligations provided for therein. Notwithstanding the foregoing, the Manager may make any expenditure or incur any obligation, whether or not such expenditure or obligation is provided for in an Annual Operating Plan, which is the legal obligation of the Company and not within the reasonable control of the Managers (e.g., real or personal property taxes). If the Board, acting reasonably and in good faith, is not able to agree on an Annual Operating Plan for any year, each line item in the Annual Operating Plan for the prior year shall be increased by the percentage increase in the CPI Index from the first day for which the previous Annual Operating Plan was in effect to the first day for which the new Annual Operating Plan is to be in effect. If the CPI Index is no longer published, published less frequently, or altered in some other manner, then the Manager shall, from time to time, adopt a substitute index or substitute procedure which reasonably reflects and monitors consumer pricesOperator’s Mill, and the resulting plan Operator shall be co-ordinate Scheduled Outages with the Annual Operating Plan for the current yearOperator’s Mill.

Annual Operating Plan. The Manager Lender shall have the right to review and, during the continuance of an Event of Default and solely with respect to any item or amount in such proposed Annual Operating Plan over which Master Tenant has prepared and approval rights pursuant to the Board has Approved (a “Management Agreement, to approve such items or amounts in such proposed Annual Operating Plan”. Any such approval shall not be unreasonably withheld, conditioned or delayed. If, within ten (10) Business Days after Lender’s receipt of Borrower’s written request for the Fiscal Year including the Effective Date. The Manager shall prepare for the Approval such approval of the Board each Fiscal Year (no later than thirty (30) days before the Fiscal Year to which the Animal Operating Plan applies) an such proposed Annual Operating Plan for stating: (i) “TIME SENSITIVE RESPONSE REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OR DEEMED APPROVAL MAY OCCUR”, together with the next Fiscal Year, setting forth at a minimum the estimated receipts (including capital calls) true and expenditures (capital, operating and other) complete copy of the Company in sufficient detail proposed Annual Operating Plan, including any exhibits or supporting information prepared by Hotel Manager and delivered to provide an estimate of cash flowBorrower or Master Tenant pursuant to the Management Agreement (if any), capital proceeds, and other financial requirements of the Company for Lender does not approve or disapprove such year. Any such proposed Annual Operating Plan shall also (disapproval to include such other information or other matters thought appropriate by the Manager or reasonably required by the Board. The Board shall review reasons), Borrower may deliver a second notice to Lender, together with a second copy of the proposed Annual Operating Plan and any such exhibits and supporting information (if any), stating: “PURSUANT TO THE TERMS OF SUBSECTION 7.1(d) OF THE AMENDED AND RESTATED LOAN AGREEMENT EXECUTED BY SHR MLB, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AS BORROWER, DATED JANUARY 29, 2015, LENDER HAS FAILED TO RESPOND TO THE REQUEST FOR APPROVAL OF THE PROPOSED ANNUAL OPERATING PLAN. FAILURE OF LENDER TO RESPOND TO BORROWER’S REQUEST FOR SUCH APPROVAL WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF THIS SECOND NOTICE SHALL BE DEEMED TO BE LENDER’S APPROVAL OF SUCH PROPOSED ANNUAL OPERATING PLAN”. If Lender fails to approve or disapprove (which such disapproval shall offer any revisions thereto within 10 days after receipt. After the final include in reasonable detail, reasons for such disapproval) of such proposed Annual Operating Plan has been Approved by Two Thirds Vote of the Boardwithin such additional five (5) Business Day period, the Manager shall implement the such proposed Annual Operating Plan and shall be authorized to make only deemed approved by Lender. To the expenditures extent Master Tenant, Lender and incur only the obligations provided for therein. Notwithstanding the foregoing, the Hotel Manager may make cannot agree on any expenditure or incur any obligation, whether or not such expenditure or obligation is provided for in an proposed Annual Operating Plan, which is Borrower shall cause Master Tenant to submit such matter to arbitration for resolution in accordance with the legal obligation procedures set forth in Article 10 of the Company and not within the reasonable control of the Managers (e.g.Management Agreement and, real until such resolution is determined according to such procedures or personal property taxes). If the Board, acting reasonably and in good faith, is not able to agree on an Annual Operating Plan for any year, each line item in the Annual Operating Plan for the prior year shall be increased by the percentage increase in the CPI Index from the first day for which the previous Annual Operating Plan was in effect to the first day for which the a new Annual Operating Plan is agreed to be by Master Tenant, Lender and Hotel Manager, Borrower shall cause Master Tenant to cause Hotel Manager to continue operating the Premises pursuant to the prior year’s Annual Operating Budget in effect. If the CPI Index is no longer published, published less frequently, or altered in some other manner, then and subject to the Manager shallterms and conditions, from time to time, adopt a substitute index or substitute procedure which reasonably reflects and monitors consumer prices, and set forth in Article 4 of the resulting plan shall be the Annual Operating Plan for the current yearManagement Agreement.

Annual Operating Plan. The Manager has prepared (a) At least 90 days prior to the beginning of each calendar year the Chairman shall submit to the Management Committee a proposed annual operating plan for the coming calendar year (and such longer period as may be necessary to cover projects that will not be completed within the coming calendar year). Such proposed plan shall describe in reasonable detail the nature and extent of proposed activities and operations of the Company and the Board has Approved cost thereof for the coming calendar year including, without limitation: (i) the most recent Mine Production Plan, (ii) a “processing plan showing tonnages and grades of tar sands to be processed, recovery and Product inventory changes, (iii) manpower resource scheduling, (iv) production operating costs broken down by line item and nature of cost, #325596.v2 40 (v) basic pro forma financial reports including an income statement, balance sheet and statement of cash flows prepared in accordance with generally accepted accounting principles consistently applied, (vi) the most recent Marketing Plan, (vii) a plan for capital expenditures, (viii) an exploration program and budget, if any, (ix) proposed Plant maintenance and improvements, (x) a plan for financing the activities of the Company, if any, and (xi) provision for accrual of reasonably anticipated Environmental Compliance expenses for all operations contemplated under the proposed annual operating plan. To the extent practicable, the proposed annual operating plan shall separately identify capital and expense items. The Management Committee shall meet and consider such proposed annual operating plan and alternatives thereto to make the proposed plan and budget acceptable to all the Managers. The plan and budget, if any, approved by the Management Committee shall be the "Annual Operating Plan”." (b) If the Management Committee is unable to approve an Annual Operating Plan for a calendar year, to the Fiscal Year including the Effective Date. The Manager shall prepare for the Approval extent necessary to maintain its existing assets as would a prudent similarly situated company, a majority of the Board each Fiscal Year (no later than thirty (30) days before Managers shall have the Fiscal Year power and authority to which continue the Animal activities and operations of the Company at levels comparable to the last approved Annual Operating Plan appliesand shall be guided by the logic thereof while taking into account new circumstances. (c) During any year for which an Annual Operating Plan has not been approved the Management Committee shall #325596.v2 41 diligently and in good faith seek to approve an Annual Operating Plan for the next Fiscal Yearremainder of such year and the following year, setting forth at provided that a minimum the estimated receipts (including capital calls) and expenditures (capital, operating and other) of the Company in sufficient detail Manager's vote to provide an estimate of cash flow, capital proceeds, and other financial requirements of the Company for such year. Any such approve any Annual Operating Plan shall also include be within the sole discretion of such other information or other matters thought appropriate Manager. If by the Manager or reasonably required by the Board. The Board shall review the proposed Annual Operating Plan and shall offer any revisions thereto within 10 days after receipt. After the final end of such year an Annual Operating Plan has not been Approved by Two Thirds Vote approved for the following year, the Management Committee shall agree upon a budget necessary to maintain the Company's existing assets as would a prudent similarly situated company, including, without limitation, making any necessary repairs to and otherwise maintaining the Properties and the Initial Plant (the "Minimum Budget"). If the Managers are unable to agree on the Minimum Budget the determination of the Board, the Manager shall implement the Annual Operating Plan and Minimum Budget shall be authorized submitted to make only arbitration in accordance with the expenditures and incur only provisions of Article XVI, provided that a neutral "Big Six" accounting firm shall act as the obligations provided for thereinsole arbitrator in lieu of three arbitrators. Notwithstanding The Minimum Budget shall be redetermined from year to year using the foregoing, procedure described above until the Manager may make any expenditure or incur any obligation, whether or not such expenditure or obligation is provided for in Management Committee approves an Annual Operating Plan. During the periods covered by a Minimum Budget, which is the legal obligation Company shall make quarterly distributions of all Available Cash (determined using the Minimum Budget) to the Members pursuant to Article VIII. (d) In case of an actual emergency, any Manager may take on behalf of the Company and not within any reasonable action he or she deems necessary to protect life or property, to protect the reasonable control assets of the Company or to comply with applicable law, without approval of a Major Decision or any other necessary approval of the Management Committee if time does not permit obtaining such approval. A Manager taking such action shall promptly notify the other Managers and the Members of the emergency or unexpected expenditure. (e.g.e) The Management Committee shall have the right to call for Additional Capital Contributions from the Members, real pro rata to their respective Sharing Ratios, to pay for costs and expenses incurred by the Company and either (i) budgeted for in the current Annual Operating Plan but not incurred under the EPC Contract (capital calls to pay costs and expenses incurred under the EPC Contract may be made in accordance with Section 7.4), or personal property taxes(ii) incurred pursuant to Section 5.3(d). If the BoardManagement Committee approves an Additional Capital Contribution pursuant to this Section 5.3(e), acting reasonably and the Chairman shall, as soon as practicable thereafter, deliver to each Member a Notice of Additional Capital Contribution. The required Additional Capital Contribution for each Member shall be calculated by multiplying the Required Capital by that Member's percentage Sharing Ratio. The Members shall be obligated to make such Additional Capital Contributions to the Company in good faith, is not able to agree immediately available funds on an Annual Operating Plan for any year, each line item or before the date specified in the Annual Operating Plan for applicable Notice of Additional Capital Contributions. (f) Following the prior year approval of an Additional Capital Contribution pursuant to Section 5.3(e) to pay costs and expenses incurred in connection with any action taken pursuant to Section 5.3(d), any Member shall be increased entitled to contest the necessity for and reasonableness of such costs #325596.v2 42 and expenses, if all of the Managers appointed by such Member voted not to approve such Additional Capital Contribution, by notice to the other Member within 15 calendar days of the date on which the decision approving the Additional Capital Contribution was passed by the percentage increase Management Committee; provided that Crown (or any assignee of all or any portion Crown's interest in the CPI Index from Company) shall not be entitled to contest the first day for which reasonableness of any such cost or expense taken at any time that Crown or any Affiliate of Crown is the previous Annual Operating Plan was operator under the Management Agreement unless MCNIC declared the emergency resulting in effect the incurrence of such cost or expense and MCNIC caused the Company to incur such cost or expense without the concurrence of Crown. In the event that disputes arising under the foregoing sentence are not resolved by negotiations among the Members, the reasonableness of the above described shall be determined by arbitration pursuant to Article XVI. The contesting Member shall not be obligated to make its share of the Additional Capital Contribution to the first day for which extent the new Annual Operating Plan is contested costs and expenses are determined not to be in effect. If the CPI Index is no longer published, published less frequently, or altered in some other manner, then the Manager shall, from time to time, adopt a substitute index or substitute procedure which reasonably reflects have been necessary and monitors consumer prices, and the resulting plan shall be the Annual Operating Plan for the current yearreasonable.

Annual Operating Plan. (a) Subject to the terms of the next succeeding sentence hereof, not later than one hundred eighty (180) days prior to the Turnover Date and not later than one hundred eighty (180) days prior to the first day of each Project Year, Operator shall, prepare and submit to Owner for approval a proposed operating and maintenance plan providing information for each month during the upcoming Project Year (the "O&M Plan") and a five-year projection of operating and capital budgets ("Five-Year Projection") as such term is used in Section 6.2A of the Energy Services Agreement. The Manager has prepared O&M Plan shall describe, in detail acceptable to Owner and on a monthly basis, anticipated maintenance and overhaul schedules, staffing plans; equipment acquisitions and spare parts and Consumables inventories (including a breakdown of capital items and expense items), schedules of subcontract services, plant performance data regarding required environmental performance, projected Fuel usage and such other matters as Owner may reasonably require. Any actions proposed under the O&M Plan shall be consistent with the Facility Data, the Operating Procedures, Prudent Utility Practices, the Related Agreements and this Agreement. Contemporaneously with the delivery of the O&M Plan, Operator shall submit to Owner a proposed budget for operating and maintaining the Facility during the upcoming Project Year (the "Operating Budget"), which shall, include the estimated cost, based on time and materials and all fees contemplated in this Agreement, for all anticipated operating and maintenance services to be provided by Operator during each month of the upcoming Project Year in the account structure and format provided by Owner (the O&M Plan and the Board has Approved (a “Operating Budget are hereinafter sometimes together called the "Annual Operating Plan”"). When approved pursuant to subparagraph (b) for below, the Fiscal Year including the Effective Date. The Manager Annual Operating Plan shall prepare for the Approval be an "Approved Annual Operating Plan" and shall consist of an "Approved O&M Plan" and an "Approved Operating Budget". (b) Owner shall give its approval or disapproval of the Board each Fiscal Year (Annual Operating Plan no later than thirty (30) days before after receipt thereof from Operator. If Owner objects to all or any portion of the Fiscal Year proposed Annual Operating Plan, Owner shall furnish its objections in writing to Operator, and Owner and Operator shall amend such Annual Operating Plan in order to accommodate those items to which the Animal Owner objects. (c) An Approved Annual Operating Plan appliesshall constitute authorization for Operator to operate and maintain the Facility in accordance with such Approved Annual Operating Plan and the terms of this Agreement, it being recognized and agreed that Operator shall operate and maintain the Facility in a prudent and efficient manner so as to maximize both the current performance and the residual value of the Facility and shall endeavor to ensure that the actual costs of operating and maintaining the Facility are as low as reasonably practicable and in any event do not exceed the Approved Operating Budget either in total or, to the extent reasonably practicable, in any one budgetary category. Operator shall notify Owner as soon as reasonably possible of any significant deviations or discrepancies between the costs and expenses actually incurred by Operator during each Project Year and the costs and expenses projected to be incurred by Operator as set forth in the Approved Operating Budget for each such Project Year. (d) In the event Operator desires to request an adjustment to an Approved Annual Operating Plan at any time during the Project Year, Operator shall submit a proposed revised Annual Operating Plan for Owner's consideration, which Owner shall approve or disapprove within fifteen (15) days after submission thereof. If the next Fiscal Yearproposed revised Annual Operating Plan is disapproved by Owner within such fifteen (15) day period, setting forth at Owner shall furnish Operator with the reasons for such disapproval and shall immediately begin discussions with Operator in an effort to reach a minimum mutually agreeable revised Annual Operating Plan. Upon such agreement, Operator shall revise the estimated receipts (including capital calls) and expenditures (capitalAnnual Operating Plan with respect thereto. Until the revised Annual Operating Plan is approved in writing by Owner, operating and other) Operator shall not, except in an emergency as described in Section 2.6 hereof, act outside of the Company in sufficient detail to provide an estimate of cash flow, capital proceeds, and other financial requirements of the Company Approved Annual Operating Plan for such yearProject Year without the prior written consent of Owner. Any such Once approved, Operator's authority as to the revised, or any additionally revised, Annual Operating Plan shall also include such other information or other matters thought appropriate by be the Manager or reasonably required by same as that authorized for the Board. The Board shall review the proposed Annual Operating Plan and shall offer any revisions thereto within 10 days after receipt. After the final Annual Operating Plan has been original Approved by Two Thirds Vote of the Board, the Manager shall implement the Annual Operating Plan and shall be authorized to make only the expenditures and incur only the obligations provided for therein. Notwithstanding the foregoing, the Manager may make any expenditure or incur any obligation, whether or not such expenditure or obligation is provided for in an Annual Operating Plan, which is the legal obligation of the Company and not within the reasonable control of the Managers (e.g., real or personal property taxes). If the Board, acting reasonably and in good faith, is not able to agree on an Annual Operating Plan for any year, each line item in the Annual Operating Plan for the prior year shall be increased by the percentage increase in the CPI Index from the first day for which the previous Annual Operating Plan was in effect to the first day for which the new Annual Operating Plan is to be in effect. If the CPI Index is no longer published, published less frequently, or altered in some other manner, then the Manager shall, from time to time, adopt a substitute index or substitute procedure which reasonably reflects and monitors consumer prices, and the resulting plan shall be the Annual Operating Plan for the current year.

Annual Operating Plan. (a) Subject to the terms of the next --------------------- succeeding sentence hereof, not later than one hundred twenty (120) days prior to the first day of each Project Year, Operator shall prepare and submit to Owner for approval a proposed operating and maintenance plan providing information for each month during the upcoming Project Year (the "O&M Plan"). The Manager has prepared O&M Plan for the first Project Year shall be submitted to Owner for approval on the date on which this Agreement is executed unless previously submitted. The O&M Plan shall describe, in detail acceptable to Owner and on a monthly basis; anticipated maintenance and overhaul schedules, staffing plans, equipment acquisitions and spare parts and Consumables inventories (including a breakdown of capital items and expense items), schedules of subcontract services, plant performance data regarding required environmental performance, projected Fuel usage and such other matters as Owner may reasonably require. Any actions proposed under the O&M Plan shall be consistent with the Facility Data, the Operating Procedures, Prudent Utility Practices, the Related Agreements and this Agreement. Contemporaneously with the delivery of the O&M Plan, Operator shall submit to Owner a proposed budget for operating and maintaining the Facility during the upcoming Project Year (the "Operating Budget"), which shall include the estimated cost, based on time and materials and all fees contemplated in this Agreement, for all anticipated operating and maintenance services to be provided by Operator during each month of the upcoming Project Year in the account structure and format provided by Owner (the Q&CM Plan and the Board has Approved (a “Operating Budget are hereinafter sometimes together called the "Annual Operating Plan”"). When approved pursuant to subparagraph (b) for below, the Fiscal Year including the Effective Date. The Manager Annual Operating Plan shall prepare for the Approval be an "Approved Annual Operating Plan" and shall consist of an "Approved O&M Plan" and an "Approved Operating Budget". (b) Owner shall give its approval or disapproval of the Board each Fiscal Year (Annual Operating Plan no later than thirty (30) days before after receipt thereof from Operator. If Owner objects to all or any portion of the Fiscal Year proposed Annual Operating Plan, Owner shall furnish its objections in writing to Operator, and Owner and Operator shall amend such Annual Operating Plan in order to accommodate to Owner's satisfaction those items to which the Animal Owner objects. (c) An Approved Annual Operating Plan appliesshall constitute authorization for Operator to operate and maintain the Facility in accordance with such Approved Annual Operating Plan and the terms of this Agreement, it being recognized and agreed that Operator shall operate and maintain the Facility in a prudent and efficient manner so as to maximize both the current performance and the residual value of the Facility and shall endeavor to ensure that the actual costs of operating and maintaining the Facility are as low as reasonably practicable and in any event do not exceed the Approved Operating Budget either in total or, to the extent reasonably practicable, in any one budgetary category. Operator shall notify Owner as soon as reasonably possible of any significant deviations or discrepancies between the costs and expenses actually incurred by Operator during each Project Year and the costs and expenses projected to be incurred by Operator as set forth in the Approved Operating Budget for each such Project Year. (d) In the event Operator desires to request an adjustment to an Approved Annual Operating Plan at any time during the Project Year, Operator shall submit a proposed revised Annual Operating Plan for Owner's consideration, which Owner shall approve or disapprove within fifteen (15) days after submission thereof. If the next Fiscal Yearproposed revised Annual Operating Plan is disapproved by Owner within such fifteen (15) day period, setting forth at Owner shall furnish Operator with the reasons for such disapproval and shall immediately begin discussions with Operator in an effort to reach a minimum mutually agreeable revised Annual Operating Plan. Upon such agreement, Operator shall revise the estimated receipts (including capital calls) and expenditures (capitalAnnual Operating Plan with respect thereto. Until the revised Annual Operating Plan is approved in writing by Owner, operating and other) Operator shall not, except in an emergency as described in Section 2.6 hereof, act outside of the Company in sufficient detail to provide an estimate of cash flow, capital proceeds, and other financial requirements of the Company Approved Annual Operating Plan for such yearProject Year without the prior written consent of Owner. Any such Once approved, Operator's authority as to the revised, or any additionally revised, Annual Operating Plan shall also include such other information or other matters thought appropriate by be the Manager or reasonably required by same as that authorized for the Board. The Board shall review the proposed Annual Operating Plan and shall offer any revisions thereto within 10 days after receipt. After the final Annual Operating Plan has been original Approved by Two Thirds Vote of the Board, the Manager shall implement the Annual Operating Plan and shall be authorized to make only the expenditures and incur only the obligations provided for therein. Notwithstanding the foregoing, the Manager may make any expenditure or incur any obligation, whether or not such expenditure or obligation is provided for in an Annual Operating Plan, which is the legal obligation of the Company and not within the reasonable control of the Managers (e.g., real or personal property taxes). If the Board, acting reasonably and in good faith, is not able to agree on an Annual Operating Plan for any year, each line item in the Annual Operating Plan for the prior year shall be increased by the percentage increase in the CPI Index from the first day for which the previous Annual Operating Plan was in effect to the first day for which the new Annual Operating Plan is to be in effect. If the CPI Index is no longer published, published less frequently, or altered in some other manner, then the Manager shall, from time to time, adopt a substitute index or substitute procedure which reasonably reflects and monitors consumer prices, and the resulting plan shall be the Annual Operating Plan for the current year.

Annual Operating Plan. (a) Subject to the terms of the next succeeding sentence hereof, not later than one hundred twenty (120) days prior to the first day of each Project Year, Operator shall prepare and submit to Owner for approval a proposed operating and maintenance plan providing information for each month during the upcoming Project Year (the "O&M Plan"). The Manager has prepared O&M Plan for the first Project Year shall be submitted to Owner for approval on the date on which this Agreement is executed unless previously submitted. The O&M Plan shall describe, in detail acceptable to Owner and on a monthly basis, anticipated maintenance and overhaul schedules, staffing plans, equipment acquisitions and spare parts and Consumables inventories (including a breakdown of capital items and expense items), schedules of subcontract services, plant performance data regarding required environmental performance, projected Fuel usage and such other matters as Owner may reasonably require. Any actions proposed under the O&M Plan shall be consistent with the Facility Data, the Operating Procedures, Prudent Utility Practices, the Related Agreements and this Agreement. Contemporaneously with the delivery of the O&M Plan, Operator shall submit to Owner a proposed budget for operating and maintaining the Facility during the upcoming Project Year (the "Operating Budget"), which shall include the estimated cost, based on time and materials and all fees contemplated in this Agreement, for all anticipated operating and maintenance services to be provided by Operator during each month of the upcoming Project Year in the account structure and format provided by Owner (the O&M Plan and the Board has Approved (a “Operating Budget are hereinafter sometimes together called the "Annual Operating Plan”"). When approved pursuant to subparagraph (b) for below, the Fiscal Year including the Effective Date. The Manager Annual Operating Plan shall prepare for the Approval be an "Approved Annual Operating Plan" and shall consist of an "Approved O&M Plan" and an "Approved Operating Budget". (b) Owner shall give its approval or disapproval of the Board each Fiscal Year (Annual Operating Plan no later than thirty (30) days before after receipt thereof from Operator. If Owner objects to all or any portion of the Fiscal Year proposed Annual Operating Plan, Owner shall furnish its objections in writing to Operator, and Owner and Operator shall amend such Annual Operating Plan in order to accommodate to Owner's satisfaction those items to which the Animal Owner objects. (c) An Approved Annual Operating Plan appliesshall constitute authorization for Operator to operate and maintain the Facility in accordance with such Approved Annual Operating Plan and the terms of this Agreement, it being recognized and agreed that Operator shall operate and maintain the Facility in a prudent and efficient manner so as to maximize both the current performance and the residual value of the Facility and shall endeavor to ensure that the actual costs of operating and maintaining the Facility are as low as reasonably practicable and in any event do not exceed the Approved Operating Budget either in total or, to the extent reasonably practicable, in any one budgetary category, Operator shall notify Owner as soon as reasonably possible of any significant deviations or discrepancies between the costs and expenses actually incurred by Operator during each Project Year and the costs and expenses projected to be incurred by Operator as set forth in the Approved Operating Budget for each such Project Year. (d) In the event Operator desires to request an adjustment to an Approved Annual Operating Plan at any time during the Project Year, Operator shall submit a proposed revised Annual Operating Plan for Owner's consideration, which Owner shall approve or disapprove within fifteen (15) days after submission thereof. If the next Fiscal Yearproposed revised Annual Operating Plan is disapproved by Owner within such fifteen (15) day period, setting forth at Owner shall furnish Operator with the reasons for such disapproval and shall immediately begin discussions with Operator in an effort to reach a minimum mutually agreeable revised Annual Operating Plan. Upon such agreement, Operator shall revise the estimated receipts (including capital calls) and expenditures (capitalAnnual Operating Plan with respect thereto. Until the revised Annual Operating Plan is approved in writing by Owner, operating and other) Operator shall not, except in an emergency as described in Section 2.6 hereof, act outside of the Company in sufficient detail to provide an estimate of cash flow, capital proceeds, and other financial requirements of the Company Approved Annual Operating Plan for such yearProject Year without the prior written consent of Owner. Any such Once approved, Operator's authority as to the revised, or any additionally revised, Annual Operating Plan shall also include such other information or other matters thought appropriate by be the Manager or reasonably required by same as that authorized for the Board. The Board shall review the proposed Annual Operating Plan and shall offer any revisions thereto within 10 days after receipt. After the final Annual Operating Plan has been original Approved by Two Thirds Vote of the Board, the Manager shall implement the Annual Operating Plan and shall be authorized to make only the expenditures and incur only the obligations provided for therein. Notwithstanding the foregoing, the Manager may make any expenditure or incur any obligation, whether or not such expenditure or obligation is provided for in an Annual Operating Plan, which is the legal obligation of the Company and not within the reasonable control of the Managers (e.g., real or personal property taxes). If the Board, acting reasonably and in good faith, is not able to agree on an Annual Operating Plan for any year, each line item in the Annual Operating Plan for the prior year shall be increased by the percentage increase in the CPI Index from the first day for which the previous Annual Operating Plan was in effect to the first day for which the new Annual Operating Plan is to be in effect. If the CPI Index is no longer published, published less frequently, or altered in some other manner, then the Manager shall, from time to time, adopt a substitute index or substitute procedure which reasonably reflects and monitors consumer prices, and the resulting plan shall be the Annual Operating Plan for the current year.

Annual Operating Plan. The (a) At least 120 days prior to the beginning of each calendar year the Operating Manager has prepared shall submit to the Management Committee a proposed Annual Operating Plan for the coming calendar year (and such longer period as may be necessary to cover projects that will not be completed within the coming calendar year). Such proposed Plan shall describe in reasonable detail the nature and extent of proposed activities and operations of the Company and the Board has Approved cost thereof for the coming calendar year including, without limitation: (i) an operating cost budget broken down by line item and nature of cost; (ii) basic pro forma financial reports including an income statement, balance sheet and statement of cash flows prepared in accordance with generally accepted accounting principles consistently applied; (iii) a “marketing plan for such calendar year addressing, among other things, the projected market and prices for each Product, potential purchasers and the terms of existing and anticipated contracts for sale of Products, and potential new markets. (iv) a plan for capital expenditures; (v) a plan for any expansion of the Company's facilities, including, without limitation, any expansion of existing facilities or the acquisition or construction of facilities at any new location; (vi) proposed maintenance and improvements, with respect to the Company's properties; and (vii) a plan for financing the activities of the Company, if any. To the extent practicable, the proposed annual operating plan shall separately identify capital and expense items. The Management Committee shall meet and consider such proposed Annual Operating Plan and alternatives thereto to make the proposed plan and budget acceptable to the Management Committee. The plan and budget, if any, approved by the Management Committee shall be the "Annual Operating Plan”." (b) for the Fiscal Year including the Effective Date. The Manager Management Committee shall prepare for the Approval of the Board each Fiscal Year (no later than thirty (30) days before the Fiscal Year diligently and in good faith seek to which the Animal Operating Plan applies) approve an Annual Operating Plan for each calendar year prior to the next Fiscal Yearcommencement of such calendar year, setting forth at a minimum the estimated receipts (including capital calls) and expenditures (capital, operating and other) of the Company in sufficient detail to provide an estimate of cash flow, capital proceeds, and other financial requirements of the Company for which such year. Any such Annual Operating Plan shall also include such other information or other matters thought appropriate by the Manager or reasonably required by the Board. The Board shall review the proposed Annual Operating Plan and shall offer any revisions thereto within 10 days after receipt. After the final Annual Operating Plan has been Approved by Two Thirds Vote of the Board, the Manager shall implement the Annual Operating Plan and approval shall be authorized to make only the expenditures and incur only the obligations provided for therein. Notwithstanding the foregoing, the Manager may make any expenditure or incur any obligation, whether or not such expenditure or obligation is provided for in an Annual Operating Plan, which is the legal obligation of the Company and not within the reasonable control of the Managers (e.g., real or personal property taxes)unanimous. If the Board, acting reasonably Management Committee has been unable to unanimously agree upon and in good faith, is not able to agree on an Annual Operating Plan for any year, each line item in approve the Annual Operating Plan for the a calendar year prior year shall be increased by the percentage increase in the CPI Index from the first day for which the previous Annual Operating Plan was in effect to the first day for which commencement thereof, the new Annual Operating Plan is Management Committee shall diligently and in good faith seek to be in effect. If the CPI Index is no longer published, published less frequently, or altered in some other manner, then the Manager shall, from time to time, adopt a substitute index or substitute procedure which reasonably reflects and monitors consumer prices, and the resulting plan shall be the Annual approve an amended Operating Plan for the current remainder of such year and the following year., provided that a Manager's vote to approve any Annual Operating Plan shall be within the sole discretion of such Manager. If, prior to the commencement of any calendar year, an Annual Operating Plan has not been approved for such calendar year, the Management Committee shall agree upon a budget necessary to maintain the Company's existing assets as would a prudent similarly situated company, including, without limitation, making any necessary repairs to and otherwise maintaining the Company's properties (the "Minimum

Annual Operating Plan. The Manager has prepared (a) At least 90 days prior to the beginning of each calendar year the Chairman shall submit to the Management Committee a proposed annual operating plan for the coming calendar year (and such longer period as may be necessary to cover projects that will not be completed within the coming calendar year). Such proposed plan shall describe in reasonable detail the nature and extent of proposed activities and operations of the Company and the Board has Approved cost thereof for the coming calendar year including, without limitation: (i) the most recent Mine Production Plan, (ii) a “processing plan showing tonnages and grades of tar sands to be processed, recovery and Product inventory changes, (iii) manpower resource scheduling, (iv) production operating costs broken down by line item and nature of cost, (v) basic pro forma financial reports including an income statement, balance sheet and statement of cash flows prepared in accordance with generally accepted accounting principles consistently applied, (vi) the most recent Marketing Plan, (vii) a plan for capital expenditures, (viii) an exploration program and budget, if any, (ix) proposed Plant maintenance and improvements, (x) a plan for financing the activities of the Company, if any, and (xi) provision for accrual of reasonably anticipated Environmental Compliance expenses for all operations contemplated under the proposed annual operating plan. To the extent practicable, the proposed annual operating plan shall separately identify capital and expense items. The Management Committee shall meet and consider such proposed annual operating plan and alternatives thereto to make the proposed plan and budget acceptable to all the Managers. The plan and budget, if any, approved by the Management Committee shall be the "Annual Operating Plan”." (b) If the Management Committee is unable to approve an Annual Operating Plan for a calendar year, to the Fiscal Year including the Effective Date. The Manager shall prepare for the Approval extent necessary to maintain its existing assets as would a prudent similarly situated company, a majority of the Board each Fiscal Year (no later than thirty (30) days before Managers shall have the Fiscal Year power and authority to which continue the Animal activities and operations of the Company at levels comparable to the last approved Annual Operating Plan appliesand shall be guided by the logic thereof while taking into account new circumstances. (c) During any year for which an Annual Operating Plan has not been approved the Management Committee shall diligently and in good faith seek to approve an Annual Operating Plan for the next Fiscal Yearremainder of such year and the following year, setting forth at provided that a minimum the estimated receipts (including capital calls) and expenditures (capital, operating and other) of the Company in sufficient detail Manager's vote to provide an estimate of cash flow, capital proceeds, and other financial requirements of the Company for such year. Any such approve any Annual Operating Plan shall also include be within the sole discretion of such other information or other matters thought appropriate Manager. If by the Manager or reasonably required by the Board. The Board shall review the proposed Annual Operating Plan and shall offer any revisions thereto within 10 days after receipt. After the final end of such year an Annual Operating Plan has not been Approved by Two Thirds Vote approved for the following year, the Management Committee shall agree upon a budget necessary to maintain the Company's existing assets as would a prudent similarly situated company, including, without limitation, making any necessary repairs to and otherwise maintaining the Properties and the Initial Plant (the "Minimum Budget"). If the Managers are unable to agree on the Minimum Budget the determination of the Board, the Manager shall implement the Annual Operating Plan and Minimum Budget shall be authorized submitted to make only arbitration in accordance with the expenditures and incur only provisions of Article XVI, provided that a neutral "Big Six" accounting firm shall act as the obligations provided for thereinsole arbitrator in lieu of three arbitrators. Notwithstanding The Minimum Budget shall be redetermined from year to year using the foregoing, procedure described above until the Manager may make any expenditure or incur any obligation, whether or not such expenditure or obligation is provided for in Management Committee approves an Annual Operating Plan. During the periods covered by a Minimum Budget, which is the legal obligation Company shall make quarterly distributions of all Available Cash (determined using the Minimum Budget) to the Members pursuant to Article VIII. (d) In case of an actual emergency, any Manager may take on behalf of the Company and not within any reasonable action he or she deems necessary to protect life or property, to protect the reasonable control assets of the Company or to comply with applicable law, without approval of a Major Decision or any other necessary approval of the Management Committee if time does not permit obtaining such approval. A Manager taking such action shall promptly notify the other Managers and the Members of the emergency or unexpected expenditure. (e.g.e) The Management Committee shall have the right to call for Additional Capital Contributions from the Members, real pro rata to their respective Sharing Ratios, to pay for costs and expenses incurred by the Company and either (i) budgeted for in the current Annual Operating Plan but not incurred under the EPC Contract (capital calls to pay costs and expenses incurred under the EPC Contract may be made in accordance with Section 7.4), or personal property taxes(ii) incurred pursuant to Section 5.3(d). If the BoardManagement Committee approves an Additional Capital Contribution pursuant to this Section 5.3(e), acting reasonably and the Chairman shall, as soon as practicable thereafter, deliver to each Member a Notice of Additional Capital Contribution. The required Additional Capital Contribution for each Member shall be calculated by multiplying the Required Capital by that Member's percentage Sharing Ratio. The Members shall be obligated to make such Additional Capital Contributions to the Company in good faith, is not able to agree immediately available funds on an Annual Operating Plan for any year, each line item or before the date specified in the Annual Operating Plan for applicable Notice of Additional Capital Contributions. (f) Following the prior year approval of an Additional Capital Contribution pursuant to Section 5.3(e) to pay costs and expenses incurred in connection with any action taken pursuant to Section 5.3(d), any Member shall be increased entitled to contest the necessity for and reasonableness of such costs and expenses, if all of the Managers appointed by such Member voted not to approve such Additional Capital Contribution, by notice to the other Member within 15 calendar days of the date on which the decision approving the Additional Capital Contribution was passed by the percentage increase Management Committee; provided that Crown (or any assignee of all or any portion Crown's interest in the CPI Index from Company) shall not be entitled to contest the first day for which reasonableness of any such cost or expense taken at any time that Crown or any Affiliate of Crown is the previous Annual Operating Plan was operator under the Management Agreement unless MCNIC declared the emergency resulting in effect the incurrence of such cost or expense and MCNIC caused the Company to incur such cost or expense without the concurrence of Crown. In the event that disputes arising under the foregoing sentence are not resolved by negotiations among the Members, the reasonableness of the above described shall be determined by arbitration pursuant to Article XVI. The contesting Member shall not be obligated to make its share of the Additional Capital Contribution to the first day for which extent the new Annual Operating Plan is contested costs and expenses are determined not to be in effect. If the CPI Index is no longer published, published less frequently, or altered in some other manner, then the Manager shall, from time to time, adopt a substitute index or substitute procedure which reasonably reflects have been necessary and monitors consumer prices, and the resulting plan shall be the Annual Operating Plan for the current yearreasonable.