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 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 Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget within thirty (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided further that the Common Security Trustee shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

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 and each new annual operating budget, as approved, being the “Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such operating plan and budget (the "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 Common Security Trustee, acting reasonably and in consultation with Management Committee (or the Independent Engineer; provided, that if the Common Security Trustee 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 Common Security Trustee 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. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

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 each Secured Debt Holder Group Representative 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 Common Security TrusteeSenior Facility Agent, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee 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 Common Security Trustee Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 1.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

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 each Secured Debt Holder Group Representative 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 Common Security TrusteeSenior Facility Agent, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee 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 Common Security Trustee Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 1.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer)Senior Facility Agent, which consent shall not be unreasonably withheld, conditioned, or delayed.

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 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 Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget within thirty (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided further that the Common Security Trustee shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer)Trustee, which consent shall not be unreasonably withheld, conditioned, or delayed.

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 each Secured Debt Holder Group Representative with a copy undisputed portions 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 Common Security TrusteeOperating 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 Common Security Trustee 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), the disputed line items of the Operating Budget shall be submitted to and resolved by arbitration in accordance with Section 12.16 of this Agreement. (b) Notwithstanding the foregoing, with respect to each Property and without the consent of the Members, the Manager shall have the right, in its reasonable discretion, to expend up to the greater of (i) 10% or (ii) $6,000 more than the amount budgeted for each operating expense line item (exclusive of capital expenditure items) for each Property for any Fiscal Year, not to exceed in the aggregate a maximum of the greater of (i) 5% of the total operating budget or (ii) $30,000 for each Property for any Fiscal Year. (c) The Manager shall have the right, from time to time during each calendar year, to submit a revision to the Operating Budget to the Members for approval. The Members will review all proposed revisions to the Operating Budget on a line by line basis in the same manner as the Operating Budget. Following delivery of any proposed revision to an Operating Budget, each Member shall be required to approve or disapprove such proposed revision to the Operating Budget no later than twenty (20) days after the date on which the Manager has met with, or attempted in good faith to meet with, each Member regarding the proposed revision. To be effective, any notice which disapproves proposed revisions to the Operating Budget must contain specific line item objections thereto in reasonable detail. If a Member fails to provide such written notice to Manager of any specific objections to proposed revisions to the Operating Budget within such twenty (20) day period, such Operating Budget proposed revisions shall be deemed to have (i) approved as submitted if they are items other than capital expenditure items and (ii) disapproved as submitted if they are capital expenditure items. If a Member shall disapprove (or be deemed to disapprove) or raise any objections to any items contained in revisions to the Operating Budget, Manager shall continue to use all reasonable efforts to comply with the Operating Budget in accordance with the foregoing provisions until a proposed revision has been approved; and provided further that . If no revision is approved before the Common Security Trustee expiration of thirty (30) days after any revision is submitted to the Members for approval such disapproval shall be resolved by arbitration in accordance with Section 12.16 of this Agreement. (d) The Manager shall not be deemed to have neither made any guarantee or warranty of the right nor the obligation to approve costs for Gas purchase contracts for the Project contained fiscal estimations set forth in the Operating Budget. If The parties acknowledge that the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, intended to set forth objectives and goals based on the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items Manager's best judgment 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 facts and circumstances known by the Borrower and (C) all other items shall be increased by Manager at the lesser time of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budgetpreparation. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

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 each Secured Debt Holder Group Representative 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 EngineerEngineer and shall become effective upon approval, which shall set forth not be unreasonably withheld, conditioned or delayed, of the Administrative Agent (acting in consultation with the Consultants). If the Borrower shall not have adopted an Operating Budget before the beginning of any six (6) month period or any Operating Budget adopted 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 for the preceding twelve (12) calendar month period shall, until the adoption of an Operating Budget by the Borrower and acceptance of such Operating Budget by the Administrative Agent, be deemed to be in force and effective as the Operating Budget for the upcoming twelve (12) calendar month period. (ii) Each Operating Budget delivered to the Administrative Agent pursuant to this Section 7.01(j) shall be accompanied by a memorandum detailing all material assumptions used in the preparation of such Operating Budget, and shall become effective upon approval of the Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the contain a line item for each Operating Budget within thirty (30) days after receipt thereofCategory, such Operating Budget shall be deemed to have been approved; and provided further that the Common Security Trustee shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter month and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quartermonth, and shall clearly distinguish Operation and Maintenance Expenses. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

Operating Budget. (a) No less than forty-five (45) days On or prior to the Substantial Completion of each train thirtieth day prior to the First Unit Operation Date, the Borrower shall deliver to the Administrative Agent a proposed Operating Budget in substantially the form of the Projectpro forma Operating Budget delivered in accordance with Section 4.1(s) for the period commencing on such First Unit Operation Date and ending on the next succeeding December 31 (or, and no less than forty-five if such First Unit Operation Date is projected to occur on or after September 30, on the second succeeding December 31). (45b) days On or prior to the thirtieth day prior to the beginning of each calendar year thereafterOperating Year, the Borrower shall prepare deliver to the Administrative Agent a proposed operating plan Operating Budget in substantially the form of the Operating Budget delivered in accordance with Section 6.6(a) for the period commencing on January 1 of such Operating Year and ending on the next succeeding December 31. (c) Each proposed Operating Budget shall set forth the Borrower’s reasonable projection of the anticipated amount of O&M Expenses for each month covered thereby. Such O&M Expenses shall be itemized in the Operating Budget in accordance with U.S. GAAP using NEWYORK 8115155 (2K) 64 substantively the same line items as set forth in the pro forma Operating Budget delivered in accordance with Section 6.6(a). Any O&M Expenses that cannot be (or should not be in accordance with U.S. GAAP) itemized in accordance with the immediately preceding sentence shall be set forth as separate line items, shall be clearly described and shall be denoted as extraordinary O&M Expenses (“Extraordinary O&M Expenses”). The aggregate annual, aggregate monthly, and monthly line-item amounts of O&M Expenses set forth in the proposed Operating Budget shall be compared against each of the following (expressed as a budget setting percentage thereof): (i) the amount of such O&M Expenses set forth in the Base Case Model; (ii) the amount of such O&M Expenses set forth in the then-current Operating Budget (unless the proposed Operating Budget is delivered in accordance with Section 6.6(a)); and (iii) the amount of such O&M Expenses actually incurred by the Borrower in the then-current Operating Year, as set forth in the latest Operating Report delivered in accordance with Section 6.1(e) (unless the proposed Operating Budget is delivered in accordance with Section 6.6(a)). In addition, each Operating Budget shall attach, in narrative form, a description in reasonable detail of: (A) the maintenance and overhaul schedule (including any major maintenance or overhauls which are projected requirements for Operation and Maintenance Expenses for the Borrower relevant Operating Year); (B) anticipated staffing plans; (C) mobilization schedules; (D) capital expenditure requirements; (E) equipment acquisitions; (F) spare parts and consumable inventories; (G) administrative activities and (H) any other material underlying assumptions in connection with the Project for proposed Operating Budget. (d) If no OB Approval Threshold is exceeded or triggered in respect of a proposed Operating Budget, then no consent of the ensuing calendar year Administrative Agent or any other Person shall be required and such Operating Budget shall be deemed adopted as of the first day of the relevant Operating Year (or, in the case of the initial proposed Operating Budget referred to in Section 6.6(a), as of the First Unit Operation Date), unless the Administrative Agent notifies the Borrower in writing prior to such day that any OB Approval Threshold has been exceeded or triggered. (e) If any OB Approval Threshold is exceeded or triggered in respect of a proposed Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of then such operating plan and budget (the "Operating Budget"). Each proposed Operating Budget shall be prepared in accordance with a form approved by subject to the Independent Engineer, shall set forth all material assumptions used in the preparation of such Operating Budget, and shall become effective upon prior written approval of the Common Security TrusteeAdministrative Agent (acting, acting reasonably and in consultation with if applicable, at the Independent Engineer; provided, that if direction of the Common Security Trustee shall Requisite Financing Parties). If such prior written approval is not have approved or disapproved obtained prior to the first day of the Operating Budget within thirty (30) days after receipt thereof, such Operating Budget shall be deemed Year to have been approved; and provided further that the 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 which such proposed Operating Budget is approvedrelates (or, in the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items case of the proposed Operating Budget referred to in Section 6.6(a), prior to the First Unit Operation Date), then the Borrower shall cause the Project Owner to operate the Project in accordance with an interim Operating Budget that have been approved shall be given effect does not exceed or trigger any OB Approval Threshold and is delivered to the Administrative Agent prior to the first day of such Operating Year, the First Unit Operation Date, until such time as a final Operating Budget is adopted in substitution accordance with Section 6.6[(c) or this Section 6.6[(e). (f) The Borrower may at any time (or, in the case of the corresponding items in Section 7.25, shall) propose to amend the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided remainder of the then current Operating Year by not less than thirty days prior written notice to the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%Administrative Agent. Sections 6.6[(c), 6.6[(d) and (y6.6[(e) shall apply mutatis mutandis to the increase form, scope, substance and approval of any proposed by the Borrower for such item in such proposed amended Operating Budget. . NEWYORK 8115155 (b2K) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.65

Operating Budget. (a) No less than forty-five (45) 45 days prior to the earlier of (x) the Commercial Operation Date and (y) the LPS1 Substantial Completion of Date, in each train case, as reasonably estimated by the Borrower as of the Projectdate such report is provided, and no less than forty-five (45) 45 days prior to the beginning of each calendar year thereafter, the Borrower Obligors 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 Obligors and the Project Development for the ensuing calendar year (or, in the case of the initial Operating Budget, the remaining portion thereof) and provide the Independent Engineer, Engineer and the Common Security Trustee, and each Secured Debt Holder Group Representative Intercreditor Agent with a copy of such operating plan and budget (the "“Operating Budget"”). . (b) Each Operating Budget shall be prepared in accordance with a form approved provided to and accepted by the Independent Engineer prior to the Project Completion Date in its reasonable judgment (with any material changes to such form as may be confirmed to be reasonable by the Independent Engineer, ). (c) Each Operating Budget shall set forth all material assumptions used in the preparation of such Operating Budget, Budget and each such Operating Budget shall become effective upon approval of 30 days following delivery thereof to the Common Security TrusteeIntercreditor Agent unless the Intercreditor Agent, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget within thirty objects in writing (30stating its reasons for such objection) days after receipt thereof, to such Operating Budget shall be deemed prior to have been approvedsuch 30th day; and provided further that the Common Security Trustee Intercreditor Agent shall have neither the right nor the obligation to approve or object to costs for Gas purchase contracts for the Project Development or any financing-related costs or expenses contained in the Operating Budget. If the Borrower does Obligors do not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approvedeffective, the Operating Budget most recently in effect shall continue to apply; provided, provided that (A) any items of the proposed Operating Budget that have not been approved objected to shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project Development shall be as provided by the Borrower Obligors 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 Obligors for such item in such proposed Operating Budget. (bd) Each The Obligors shall provide notice to the Independent Engineer and Intercreditor Agent of any material amendments to the Operating Budget delivered pursuant that occur during the course of a calendar year. Any such amendment shall become effective 30 days following delivery thereof to this Section 6.12 shall contain Operating Budget Categoriesthe Intercreditor Agent unless the Intercreditor Agent, acting reasonably and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayedobjects to such amendment prior to such 30th day.

Operating Budget. (ai) No less than forty-five (45) days prior to the Substantial Completion of each train The initial Operating Budget of the Project, and no less than forty-five (45) days prior to the beginning Partnership is attached as Exhibit E. By execution of each calendar year thereafterthis Agreement, 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 Partners hereby (and the Project for the ensuing calendar year (or, in the case of the Management Committee is deemed to) approve and consent to such initial Operating Budget, the remaining portion thereof) Budget and provide the Independent Engineer, the Common Security Trustee, acknowledge and each Secured Debt Holder Group Representative with a copy of agree that 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 Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget within thirty (30) days after receipt thereof, such initial Operating Budget shall be deemed to have been approved; be the Operating Budget of the Partnership for the period commencing on the Effective Date and provided further terminating on December 31, 2009 (subject to any amendments or modifications approved by the Management Committee). (ii) No later than November 30th of each calendar year, the Management Committee will cause a proposed Operating Budget for the following calendar year to be prepared. It is the intention of the Partners that the Common Security Trustee Management Company will, in accordance with the terms of the MSA, prepare and deliver such proposed Operating Budget to the Management Committee. The proposed Operating Budget shall have neither be subject to the right nor approval of the obligation Management Committee. Once approved by the Management Committee, such proposed Operating Budget shall be the Operating Budget for the Partnership for such following calendar year (subject to any amendments or modifications approved by the Management Committee). Notwithstanding the foregoing, if the Management Committee fails 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 with respect to any calendar year, until such proposed Operating Budget is approved, then (i) the Operating Budget most recently previously approved by the Management Committee for the prior calendar year shall remain in effect shall continue after giving effect to apply; providedany dispositions or other material changes to the assets of the Partnership during such prior calendar year, that (Aii) any items of the proposed Operating Budget that have been approved by the Management Committee shall become effective, and (iii) the Senior Management Team and the Management Company will be given effect entitled to expend Partnership funds, in substitution any calendar quarter, in an amount equal to the lesser of (1) the actual expenses incurred by the Partnership and its subsidiaries in such calendar quarter, and (2) the budgeted amount for the corresponding items calendar quarter in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts previously approved by the Management Committee for the Project shall be as provided by the Borrower and (C) all other items shall be prior calendar year increased by the lesser CPI Price Factor (excluding any nonrecurring maintenance and capital expenditures). For the avoidance of (x) two and one-half percent (2.5%) and (y) doubt, if, with respect to any calendar year, the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered for the prior calendar year remains in effect pursuant to this Section 6.12 shall contain 7.11(a), then such prior calendar year’s Operating Budget Categories, and shall specify for each Fiscal Quarter and for each be deemed to exclude any Expansion Capital Expenditures set forth in such prior calendar year’s Operating Budget Category the amount budgeted for and expended during such category for such Fiscal Quarterprior calendar year. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

Operating Budget. (a) No less than forty-five (45) days prior to As soon as practicable after the Substantial Completion Final Commencement Date and on or before September 1 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 Operator shall prepare a proposed operating plan and submit to the Committee a budget setting forth in reasonable detail the projected requirements for of its estimate of Costs of Operation and Maintenance Expenses by calendar months for the Borrower and operating year beginning 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 each Secured Debt Holder Group Representative with a copy of such operating plan and following January 1. Such budget (the "Operating Budget"). Each Operating Budget shall be prepared in accordance with a form approved subject to approval by the Independent Engineer, Committee. The Committee shall set forth all material assumptions used approve such budget or a revised budget on or before November 1 in the preparation of any such Operating Budget, and shall become effective upon approval of the Common Security Trustee, acting reasonably and in consultation with the Independent Engineeryear; provided, that if -------- such budget or revised budget is not approved by such date, the Common Security Trustee shall not have approved or disapproved budget for the Operating Budget within thirty (30) days after receipt thereof, such Operating Budget next calendar year shall be deemed the then-existing budget, as Escalated. The budget will list the work force and expense therefor, materials, supplies, and other expenses associated with the Project's normal maintenance program. Extraordinary items of maintenance will be detailed to have been approved; set forth the cost of labor required beyond that available from the regular work force and provided further that the Common Security Trustee shall have neither the right nor the obligation other expenses which will be incurred. The Operator will submit budget revisions as may become necessary from time 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 time during any calendar operating year, until such proposed Operating Budget is approved, which revisions the Operating Budget most recently in effect Committee shall continue promptly consider and which shall similarly be subject to apply; provided, that (A) any items of approval by the proposed Operating Budget that have been approved Committee. Expenditures for operating and maintenance purposes with respect to the ensuing year shall be given effect made in substitution of the corresponding items accordance with such approved budget, except as may be required 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 Budgetan emergency. (b) Each Operating Budget delivered pursuant The Operator will notify each Project User as soon as practicable of any emergency, forced outage, reduction in Net Generating Capability, or instance of unforeseen maintenance restricting production below that required by the Project Users when repairs could be effected more rapidly by expenditure of overtime and other expediting costs. Unless authorized by the Committee as Costs of Operation, Project Users desiring accelerated repairs will share pro rata, according to this Section 6.12 shall contain Operating Budget Categoriestheir respective Project Shares, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarterexpediting costs expended to return the Project to the required operating level at an earlier date. (c) Each Operating Budget may only The Owners and Project Users recognize that it will be amended with the prior written consent necessary for continued operation of the Common Security Trustee Project, or to maintain the Project in operable condition, that the Operator be in a position to meet commitments for payroll, repairs and replacements, materials and supplies, services and other expenses of a continuing nature in order that it may fulfill its obligations hereunder. Accordingly, notwithstanding any of the provisions of this Section 8, the Operator, on behalf of the Owners and Project Users, may make all expenditures in the normal course of business or in an emergency, all as the same are necessary for the proper and safe operation and maintenance of the Project. As soon as practicable after the making of any such expenditures (but in consultation with the Independent Engineerany event within five (5) days thereof), which consent the Operator shall not be unreasonably withheld, conditioned, make a full report thereof to the Committee. The Operator shall take any action required by a final and binding order of any public authority having jurisdiction or delayedin any emergency for the safety of the Project.

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 and each new annual operating budget, as approved, being the “Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such operating plan and budget (the "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 Common Security Trustee, acting reasonably and in consultation with Management Committee (or the Independent Engineer; provided, that if the Common Security Trustee 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 Common Security Trustee 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. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

Operating Budget. (a) No less than forty-five (45) 30 days prior to the Substantial Completion earlier of each train (x) the Commercial Operation Date under any of the ProjectRequired LNG SPAs then in effect and (y) LPS1 Substantial Completion, in each case, as reasonably estimated by the Borrower as of the date such report is provided, and no less than forty-five (45) 30 days prior to the beginning of each calendar year thereafter, the Borrower Obligors 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 Obligors and the Project Development for the ensuing calendar year (or, in the case of the initial Operating Budget, the remaining portion thereof) and provide the Independent Engineer, Engineer and the Common Security Trustee, and each Secured Debt Holder Group Representative Intercreditor Agent with a copy of such operating plan and budget (the "“Operating Budget"”). . (b) Each Operating Budget shall be prepared in accordance with a form approved provided to and accepted by the Independent Engineer prior to the earlier of (x) the Commercial Operation Date under any of the Required LNG SPAs then in effect and (y) LPS1 Substantial Completion in its reasonable judgment (with any material changes to such form as may be confirmed to be reasonable by the Independent Engineer, ). (c) Each Operating Budget shall set forth all material assumptions used in the preparation of such Operating Budget, Budget and each such Operating Budget shall become effective upon approval of 30 days following delivery thereof to the Common Security TrusteeIntercreditor Agent unless the Intercreditor Agent, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget within thirty objects in writing (30stating its reasons for such objection) days after receipt thereof, to such Operating Budget shall be deemed prior to have been approvedsuch 30th day; and provided further that the Common Security Trustee Intercreditor Agent shall have neither the right nor the obligation to approve or object to costs for Gas purchase contracts for the Project Development or any financing-related costs or expenses contained in the Operating Budget. If the Borrower does Obligors do not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approvedeffective, the Operating Budget most recently in effect shall continue to apply; provided, provided that (A) any items of the proposed Operating Budget that have not been approved objected to shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project Development shall be as provided by the Borrower Obligors 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 Obligors for such item in such proposed Operating Budget. (bd) Each The Obligors shall provide notice to the Independent Engineer and Intercreditor Agent of any material amendments to the Operating Budget delivered pursuant that occur during the course of a calendar year. Any such amendment shall become effective 30 days following delivery thereof to this Section 6.12 shall contain Operating Budget Categoriesthe Intercreditor Agent unless the Intercreditor Agent, acting reasonably and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayedobjects to such amendment prior to such 30th day.

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 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 BudgetPartnership, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such an operating plan and budget (the "Operating Budget")) for such fiscal year or portion thereof with respect to the Project; provided, however, the Partners acknowledge that the Operating Budget for the 1991 fiscal year was previously delivered to Xxxx (the predecessor-in-interest to IMA Corp.) and approved by Xxxx in accordance with the provisions of the 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 Common Security Trustee, 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 Common Security Trustee 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 provided further that similar items over which the Common Security Trustee shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained Partnership has no control, 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 such any line item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each included within such Operating Budget Category does not exceed the amount budgeted of the projected expenditure for such category for line item set forth in such Fiscal Quarter. budget (c) Each Operating Budget may only be amended as previously increased, if applicable, in accordance with the prior written consent of the Common Security Trustee (provisions set forth above in consultation with the Independent Engineerthis Section 1.05), which consent shall not be unreasonably withheld, conditioned, or delayed.

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 and each new annual operating budget, as approved, being the “Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such operating plan and budget (the "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 Common Security Trustee, acting reasonably and in consultation with Management Committee (and/or the Independent Engineer; provided, that if the Common Security Trustee 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 Common Security Trustee 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. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

Operating Budget. (a) No Not less than forty-five (45) 30 days prior to the Substantial Completion of each train of the Project, and no less than forty-five (45) days prior to the beginning commencement of each calendar year thereafteryear, the Borrower shall prepare a proposed operating plan and a budget setting forth Rova I Operating Budget substantially in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Borrower form attached hereto as Schedule 6.8(h)(i) and the Project for the ensuing calendar year (or, Rova II Operating Budget substantially in the case of the initial Operating Budget, the remaining portion thereofform attached hereto as Schedule 6.8(h)(ii) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such operating plan and budget (the "Operating Budget"). Each Facilities Operating Budget shall be prepared in accordance with a form approved by for the upcoming calendar year and submitted to the Agent and the Independent Engineer. Each Rova I Operating Budget shall specify the estimated power sales pursuant to the Rova I Power Purchase Agreement, shall set the estimated rates and revenues for each category of such sales, a manpower forecast and a periodic inspection, maintenance and repair schedule setting forth all material assumptions used tasks necessary to comply with Borrower’s obligations in respect of the preparation Rova I Facility hereunder. Each Rova II Operating Budget shall specify the estimated power sales pursuant to the Rova II Power Purchase Agreement, the estimated rates and revenues for each category of such sales, a manpower forecast and a periodic inspection, maintenance and repair schedule setting forth all material tasks necessary to comply with Borrower’s obligations in respect of the Rova II Facility hereunder. Each Rova I Operating Budget and Rova II Operating Budget submitted by Borrower shall contain complete, fair and accurate projections (by principal items) of the projected Gross Revenues attributable to the Rova I Facility and to the Rova II Facility, Projected Rova I Operating Costs and Projected Rova II Operating Costs, respectively, and Debt Service projected for each month of such Operating Budget, . Agent and shall become effective upon approval of the Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; providedEngineer shall have 30 days from the date each Operating Budget is submitted by Borrower to approve any such budget, that if the Common Security Trustee which approval shall not have approved or disapproved be unreasonably withheld. If Agent and the Independent Engineer do not approve an Operating Budget within thirty (30) days after receipt Budget, Agent shall notify Borrower thereof, . Until such Operating Budget shall be deemed to have been approved; and provided further that the 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 so approved, the Operating Budget most recently in effect shall continue to apply; provided, except that (A) any items of the then proposed Operating Budget that have been approved shall also be given effect effect. From time to time, Borrower may propose one or more amendments to an Operating Budget, and Agent and the Independent Engineer may reject such proposal within ten days of it being made by Borrower, if such rejection is reasonable, and, if no such rejection is made, such amendment(s) shall become effective. In addition, Borrower shall report to Agent as soon as practicable each month (but in substitution no event later than 30 days after the end of each month) its net operating income for the immediately preceding month in respect of the corresponding items Rova I Facility, the Rova II Facility and in the Operating Budget most recently aggregate and whether such income was within 10% of the projected level, such report to be in effectthe form of Schedule 6.8(h)(iii) hereto, (B) costs for Gas purchase contracts for which may be attached to, or the Project shall substance of which may be as provided by incorporated in, the Borrower and (C) all other items shall report required to be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c6.8(i) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.hereof;

Operating Budget. (a) No less than forty-five (45) days On or prior to the Substantial Completion of each train thirtieth day prior to the First Unit Operation Date, the Borrower shall deliver to the Administrative Agent a proposed Operating Budget in substantially the form of the Projectpro forma Operating Budget delivered in accordance with Section 4.1(a)(s) for the period commencing on such First Unit Operation Date and ending on the next succeeding December 31 (or, and no less than forty-five if such First Unit Operation Date is projected to occur on or after September 30, on the second succeeding December 31). (45b) days On or prior to the thirtieth day prior to the beginning of each calendar year thereafterOperating Year, the Borrower shall prepare deliver to the Administrative Agent a proposed operating plan Operating Budget in substantially the form of the Operating Budget delivered in accordance with Section 6.6(a) for the period commencing on January 1 of such Operating Year and ending on the next succeeding December 31. (c) Each proposed Operating Budget shall set forth the Borrower’s reasonable projection of the anticipated amount of O&M Expenses for each month covered thereby. Such O&M Expenses shall be itemized in the Operating Budget in accordance with U.S. GAAP using substantively the same line items as set forth in the pro forma Operating Budget delivered in accordance with Section 6.6(a). Any O&M Expenses that cannot be (or should not be in accordance with U.S. GAAP) itemized in accordance with the immediately preceding sentence shall be set forth as separate line items, shall be clearly described and shall be denoted as extraordinary O&M Expenses (“Extraordinary O&M Expenses”). The aggregate annual, aggregate monthly, and monthly line-item amounts of O&M Expenses set forth in the proposed Operating Budget shall be compared against each of the following (expressed as a budget setting percentage thereof): (i) the amount of such O&M Expenses set forth in the Base Case Model; (ii) the amount of such O&M Expenses set forth in the then-current Operating Budget (unless the proposed Operating Budget is delivered in accordance with Section 6.6(a)); and (iii) the amount of such O&M Expenses actually incurred by the Borrower in the then-current Operating Year, as set forth in the latest Operating Report delivered in accordance with Section 6.1(a)(e) (unless the proposed Operating Budget is delivered in accordance with Section 6.6(a)). In addition, each Operating Budget shall attach, in narrative form, a description in reasonable detail of: (A) the maintenance and overhaul schedule (including any major maintenance or overhauls which are projected requirements for Operation and Maintenance Expenses for the Borrower relevant Operating Year); (B) anticipated staffing plans; (C) mobilization schedules; (D) capital expenditure requirements; (E) equipment acquisitions; (F) spare parts and consumable inventories; (G) administrative activities and (H) any other material underlying assumptions in connection with the Project for proposed Operating Budget. (d) If no OB Approval Threshold is exceeded or triggered in respect of a proposed Operating Budget, then no consent of the ensuing calendar year Administrative Agent or any other Person shall be required and such Operating Budget shall be deemed adopted as of the first day of the relevant Operating Year (or, in the case of the initial proposed Operating Budget referred to in Section 6.6(a), as of the First Unit Operation Date), unless the Administrative Agent notifies the Borrower in writing prior to such day that any OB Approval Threshold has been exceeded or triggered. (e) If any OB Approval Threshold is exceeded or triggered in respect of a proposed Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of then such operating plan and budget (the "Operating Budget"). Each proposed Operating Budget shall be prepared in accordance with a form approved by subject to the Independent Engineer, shall set forth all material assumptions used in the preparation of such Operating Budget, and shall become effective upon prior written approval of the Common Security TrusteeAdministrative Agent (acting, acting reasonably and in consultation with if applicable, at the Independent Engineer; provided, that if direction of the Common Security Trustee shall Requisite Financing Parties). If such prior written approval is not have approved or disapproved obtained prior to the first day of the Operating Budget within thirty (30) days after receipt thereof, such Operating Budget shall be deemed Year to have been approved; and provided further that the 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 which such proposed Operating Budget is approvedrelates (or, in the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items case of the proposed Operating Budget referred to in Section 6.6(a), prior to the First Unit Operation Date), then the Borrower shall cause the Project Owner to operate the Project in accordance with an interim Operating Budget that have been approved shall be given effect does not exceed or trigger any OB Approval Threshold and is delivered to the Administrative Agent prior to the first day of such Operating Year, the First Unit Operation Date, until such time as a final Operating Budget is adopted in substitution accordance with Section 6.6(c) or this Section 6.6(e). (f) The Borrower may at any time (or, in the case of the corresponding items in Section 7.25, shall) propose to amend the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided remainder of the then current Operating Year by not less than thirty days prior written notice to the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%Administrative Agent. Sections 6.6(c), 6.6(d) and (y6.6(e) shall apply mutatis mutandis to the increase form, scope, substance and approval of any proposed by the Borrower for such item in such proposed amended Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

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 of year commencing on January 20, 1998, an annual plan (the Project, and no less than forty-five (45"Annual Plan") days prior to the beginning of each calendar for such 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 each Secured Debt Holder Group Representative with ----------- Mortgaged Property which Annual Plan shall include a copy of such detailed operating plan and budget (the 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. Each Operating Budget 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 prepared in accordance with a form approved determined by the Independent Engineer, shall set forth all material assumptions used in the preparation of requirements for such Operating Budget, and shall become effective upon approval purpose of the Common Security Trustee, acting reasonably and in consultation with the Independent EngineerManagement Agreement; provided, however, that if the 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 further that the 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 remainder of any calendar year, until such proposed Operating Budget is approvedFiscal Year 1997, the Operating Budget most recently in effect Annual Plan shall continue contain provisions for deposit into the FF&E Reserve Account of an aggregate amount equal to apply; provided, that (A) any items at least 4.5% 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 projected Gross Revenues for the Project remainder of Fiscal Year 1997. In addition to the foregoing, Borrower shall be as provided by the Borrower and submit to Lender, for Lender's approval (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent approval shall not be unreasonably withheld, conditioned, 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 by Lender within ten (10) Business Days after Borrower's submission thereof. Upon approval of such budget, the disbursements to be made on each Payment Date under the Cash Management Procedures in respect of such administrative expenses for each of Borrower, Mezzanine Borrower and DSMLP shall equal one-twelfth (1/12th) of the approved amount for each such Person.

Operating Budget. (a) No less than forty-five (45) days On or prior to the Substantial Completion of each train thirtieth day prior to the First Unit Operation Date, the Borrower shall deliver to the Administrative Agent a proposed Operating Budget in substantially the form of the Projectpro forma Operating Budget delivered in accordance with Section 4.1(s) for the period commencing on such First Unit Operation Date and ending on the next succeeding December 31 (or, and no less than forty-five if such First Unit Operation Date is projected to occur on or after September 30, on the second succeeding December 31). (45b) days On or prior to the thirtieth day prior to the beginning of each calendar year thereafterOperating Year, the Borrower shall prepare deliver to the Administrative Agent a proposed operating plan Operating Budget in substantially the form of the Operating Budget delivered in accordance with Section 6.6(a) for the period commencing on January 1 of such Operating Year and ending on the next succeeding December 31. (c) Each proposed Operating Budget shall set forth the Borrower’s reasonable projection of the anticipated amount of O&M Expenses for each month covered thereby. Such O&M Expenses shall be itemized in the Operating Budget in accordance with U.S. GAAP using substantively the same line items as set forth in the pro forma Operating Budget delivered in accordance with Section 6.6(a). Any O&M Expenses that cannot be (or should not be in accordance with U.S. GAAP) itemized in accordance with the immediately preceding sentence shall be set forth as separate line items, shall be clearly described and shall be denoted as extraordinary O&M Expenses (“Extraordinary O&M Expenses”). The aggregate annual, aggregate monthly, and monthly line-item amounts of O&M Expenses set forth in the proposed Operating Budget shall be compared against each of the following (expressed as a budget setting percentage thereof): (i) the amount of such O&M Expenses set forth in the Base Case Model; (ii) the amount of such O&M Expenses set forth in the then-current Operating Budget (unless the proposed Operating Budget is delivered in accordance with Section 6.6(a)); and (iii) the amount of such O&M Expenses actually incurred by the Borrower in the then-current Operating Year, as set forth in the latest Operating Report delivered in accordance with Section 6.1(e) (unless the proposed Operating Budget is delivered in accordance with Section 6.6(a)). In addition, each Operating Budget shall attach, in narrative form, a description in reasonable detail of: (A) the maintenance and overhaul schedule (including any major maintenance or overhauls which are projected requirements for Operation and Maintenance Expenses for the Borrower relevant Operating Year); (B) anticipated staffing plans; (C) mobilization schedules; (D) capital expenditure requirements; (E) equipment acquisitions; (F) spare parts and consumable inventories; (G) administrative activities and (H) any other material underlying assumptions in connection with the Project for proposed Operating Budget. (d) If no OB Approval Threshold is exceeded or triggered in respect of a proposed Operating Budget, then no consent of the ensuing calendar year Administrative Agent or any other Person shall be required and such Operating Budget shall be deemed adopted as of the first day of the relevant Operating Year (or, in the case of the initial proposed Operating Budget referred to in Section 6.6(a), as of the First Unit Operation Date), unless the Administrative Agent notifies the Borrower in writing prior to such day that any OB Approval Threshold has been exceeded or triggered. (e) If any OB Approval Threshold is exceeded or triggered in respect of a proposed Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of then such operating plan and budget (the "Operating Budget"). Each proposed Operating Budget shall be prepared in accordance with a form approved by subject to the Independent Engineer, shall set forth all material assumptions used in the preparation of such Operating Budget, and shall become effective upon prior written approval of the Common Security TrusteeAdministrative Agent (acting, acting reasonably and in consultation with if applicable, at the Independent Engineer; provided, that if direction of the Common Security Trustee shall Requisite Financing Parties). If such prior written approval is not have approved or disapproved obtained prior to the first day of the Operating Budget within thirty (30) days after receipt thereof, such Operating Budget shall be deemed Year to have been approved; and provided further that the 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 which such proposed Operating Budget is approvedrelates (or, in the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items case of the proposed Operating Budget referred to in Section 6.6(a), prior to the First Unit Operation Date), then the Borrower shall cause the Project Owner to operate the Project in accordance with an interim Operating Budget that have been approved shall be given effect does not exceed or trigger any OB Approval Threshold and is delivered to the Administrative Agent prior to the first day of such Operating Year, the First Unit Operation Date, until such time as a final Operating Budget is adopted in substitution accordance with Section 6.6(c) or this Section 6.6(e). (f) The Borrower may at any time (or, in the case of the corresponding items in Section 7.25, shall) propose to amend the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided remainder of the then current Operating Year by not less than thirty days prior written notice to the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%Administrative Agent. Sections 6.6(c), 6.6(d) and (y6.6(e) shall apply mutatis mutandis to the increase form, scope, substance and approval of any proposed by the Borrower for such item in such proposed amended Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

Operating Budget. (a) No Deliver to the Administrative Agent for its approval (such approval not to be unreasonably conditioned, withheld or delayed) an Operating Budget not less than forty-five (45) 30 days prior to the Substantial Completion of each train of the Project, and no less than forty-five (45) days prior to the beginning in advance of each calendar year thereafter, satisfying 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, contained in the case of definition thereof (it being understood that the initial Operating Budget shall cover the period through December 31, 2003); provided, that, with respect to any Operating Budget, if the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of Administrative Agent fails to approve such operating plan and budget (the "Operating Budget"). Each Operating Budget shall be prepared in accordance with a form approved by or provides notice to the Independent Engineer, shall set forth Borrower that it rejects all material assumptions used in the preparation or any portion of such Operating Budget, and shall become effective upon approval of the Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget within thirty (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided further that the Common Security Trustee shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee Administrative Agent (in consultation with the Independent EngineerExperts) agree to work in good faith to resolve such dispute; and provided, further, that if an Operating Budget is not adopted and approved on or prior to the first day of any calendar year, the Borrower Entities shall adhere to the Interim Operating Budget until such time as an Operating Budget is adopted and approved by the Administrative Agent (in consultation with the Independent Experts). (b) Subject to clauses (c) through (f) of this Section 5.11, operate and maintain the Portfolio Assets or cause the Portfolio Assets to be operated and maintained, in accordance with each Operating Budget. (c) The Borrower Entities shall not make expenditures in respect of Operating Costs in any fiscal year or, with respect to the period from and after the Restructuring Effective Date through December 31, 2003 (the "Initial Budget Period"), in such Initial Budget Period, in an aggregate amount in excess of 110% of the Budgeted Operating Costs for such fiscal year or the Initial Budget Period, as applicable; provided that, the Borrower Entities may make expenditures in any fiscal year or the Initial Budget Period, as applicable, in an aggregate amount in excess of 110%, but less than or equal to 115%, of the Budgeted Operating Costs for such fiscal year or the Initial Budget Period, as applicable, with the written consent of the Administrative Agent (after consultation with the Independent Experts) (which consent shall not be unreasonably withheld, conditioned or delayed) may make expenditures in any fiscal year or the Initial Budget Period, as applicable, in an aggregate amount in excess of 115% of the Budgeted Operating Costs for such fiscal year or the Initial Budget Period, as applicable, with the written consent of the Lead Arrangers (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that nothing in this Section 5.11 shall impose any spending limitation on or prevent the Borrower from making expenditures in excess of the Budgeted Operating Costs for the purchase of any fuel (including transportation thereof), Energy-Related Products, Allowances or Environmental Cap Ex required for the operation of the Portfolio Assets or compliance with the Financing Documents; and provided, further, that the Borrower may propose amendments to the then-existing Operating Budget due to material changes in the operation of the Portfolio Assets which amendments shall be subject to the receipt of the prior written consent of the Lead Arrangers, after consultation with the Independent Experts (such consent not to be unreasonably withheld, conditioned, or delayed). The Borrower Entities shall not make Capital Expenditures (other than Environmental Cap Ex) in any fiscal year or the Initial Budget Period, as applicable, in an aggregate amount in excess of 110% of the Capital Expenditures (other than Environmental Cap Ex) set forth in the Operating Budget in 90 effect for such fiscal year or the Initial Budget Period, as applicable; provided, that, the Borrower Entities may make expenditures in any fiscal year or the Initial Budget Period, as applicable in an aggregate amount in excess of 110%, but less than or equal to 115%, of the budgeted Capital Expenditures (other than Environmental Cap Ex) for such fiscal year or the Initial Budget Period, as applicable, with the written consent of the Administrative Agent (after consultation with the Independent Experts) (such consent not to be unreasonably withheld, conditioned or delayed) and may make expenditures in any fiscal year or the Initial Budget Period, as applicable, in an aggregate amount in excess of 115% of the budgeted Capital Expenditures (other than Environmental Cap Ex) for such fiscal year or the Initial Budget Period as applicable, with the written consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, it is understood and agreed that this Section 5.11(c), together with Section 5.11(d) below, imposes "line-item" budget expenditure restrictions only with respect to Capital Expenditures (other than Environmental Cap Ex) as set forth above. (d) The Borrower Entities shall not make re-allocations in respect of any line item of Budgeted Operating Costs in any fiscal year or the Initial Budget Period, as applicable, in excess of 10% of such line item of Budgeted Operating Cost for such fiscal year; provided, that, the Borrower Entities may make re-allocations in any fiscal year or the Initial Budget Period as applicable, of any line item of Budgeted Operating Cost for such fiscal year or the Initial Budget Period, as applicable, in excess of 10% of such line item of Budgeted Operating Cost, but less than or equal to 15% of such line item of Budgeted Operating Cost, with the written consent of the Administrative Agent (after consultation with the Independent Experts) (such consent not to be unreasonably withheld, conditioned or delayed) and may make re-allocations in any fiscal year or the Initial Budget Period as applicable, in excess of 15% of a line item of Budgeted Operating Cost for such fiscal year or the Initial Budget Period as applicable with the written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Lead Arrangers. (e) Notwithstanding the foregoing, in the event of any Emergency, the Borrower Entities may make expenditures and/or reallocations in excess of the limitations set forth in clauses (c) and (d) to the extent of such amount reasonably necessary for the remediation of the conditions giving rise to such Emergency and otherwise in accordance with Prudent Industry Practice. (f) To the extent that modifications to, or deviations from, an approved Operating Budget have been consented to by the Administrative Agent or the Lead Arrangers, as applicable, such modifications or deviations shall be deemed to amend such approved Operating Budget and all references in this Agreement or the other Financing Documents to the Operating Budget shall be deemed to refer to the Operating Budget as so amended.

Operating Budget. (a) No less The Borrower shall, no later than forty-five thirty (4530) days prior to before the Substantial Completion of each train of the Project, and no less than forty-five (45) days prior to the beginning commencement of each calendar year, submit a proposed Operating Budget with respect to such calendar year thereafterto the Administrative Agent, which proposed Operating Budget automatically shall become the Operating Budget of the Borrower for such calendar year if no Account Trigger Event shall have occurred and be continuing as of the first day of such calendar year. Upon the occurrence of any Account Trigger Event, 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 future portion of the initial Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such operating plan and budget (the "Operating Budget"). Each current Operating Budget shall be prepared in accordance with a form approved subject to review and approval 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 Common Security Trustee, acting reasonably and Administrative Agent in consultation with the Independent Engineer; provided, that if the Common Security Trustee which approval shall not have approved be unreasonably withheld or disapproved delayed and shall be granted or withheld in light of Prudent Utility Practices. Failure by the Operating Budget Administrative Agent to provide a notice of approval or non-approval within thirty (30) days after the later of (i) the occurrence of the Account Trigger Event and (ii) the date of the Administrative Agent's receipt thereof, of such Operating Budget Budget, shall be deemed to have been approved; and provided further that the 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 Budgetapproval thereof. If the Borrower does has not have an effective annual submitted a proposed Operating Budget before in accordance with this Section 5.20(a) or if the beginning Operating Budget is subject to the approval of any the Administrative Agent but has not been so approved, the Pipeline may continue to operate in accordance with the Operating Budget for the immediately preceding calendar year, until such proposed Operating Budget is approved, as increased by ten percent (10%) for each item therein for so long as 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 calendar year in question is not so submitted by the Borrower and (C) all other items shall be increased or approved 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. (b) Each If an Account Trigger Event shall have occurred and be continuing, the Borrower will not, without the consent of the Administrative Agent, expend any amount or incur any obligations (i) for any classification of Operating Expenses during any calendar year that exceed, by more than ten percent (10%), the amount provided for such classification of Operating Expenses set forth in the Operating Budget delivered pursuant to this Section 6.12 shall contain in effect for such calendar year or (ii) for aggregate Operating Expenses during any calendar year that exceed, by more than five percent (5%), the amount provided for aggregate Operating Expenses set forth in the Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted in effect for such category for such Fiscal Quartercalendar year. (c) Each The Borrower may from time to time adopt an amended Operating Budget may for the remainder of any calendar year; provided, however, that if an Account Trigger Event shall have occurred and be continuing, such amended Operating Budget shall be effective as the Operating Budget for the remainder of such calendar year only be amended with upon the prior written consent approval of the Common Security Trustee (Administrative Agent in consultation with the Independent Engineer), which consent approval shall not be unreasonably withheld, conditioned, withheld or delayeddelayed and shall be granted or withheld in light of Prudent Utility Practices and the provisions of Section 5.20(a).

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 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 Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget within thirty (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided further that the Common Security Trustee shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

Operating Budget. (a1) No less than forty-five The IPG shall adopt in each Operating Year (45) days prior and revise as necessary or prudent during such Operating Year), in accordance with its rules, an Operating Budget of Annual Project Costs for that Operating Year, which budget shall be in an amount estimated by the IPG to the Substantial Completion be sufficient to pay all Annual Project Costs. Such budget of Annual Project Costs shall be composed of separate budgets for each train Segment of the Project, and no shall be broken down into categories approved by the IPG. No less than forty-five 120 days prior to the beginning of each Operating Year the O&M Managers for each Segment shall prepare and submit to the IPG an annual budget of costs, which budget (45or a revised budget) the IPG shall approve or disapprove no later than sixty (60) days prior to the beginning of each calendar year thereaftersaid Operating Year, provided, that the Borrower annual budget shall prepare a proposed operating plan include costs attributable to overhead or administrative 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 general costs of the initial Operating BudgetO&M Manager, any Participant, or any agency or political subdivision of the remaining portion thereof) and provide State only to the Independent Engineer, the Common Security Trustee, and 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 extent that said costs are approved by the Independent EngineerIPG before they are incurred, are reasonably incurred for labor directly employed by that O&M Manager in performance of its duties under the O&M Agreement, and would not have been incurred but for the activities undertaken as O&M Manager. (2) In accordance with rules established by the IPG, the Participants shall set forth all material assumptions used in establish for each Operating Year the preparation estimated Annual Payment Obligation of each Participant, together with a schedule for each Participant of payments that such Participant shall be required to make during the Operating Year pursuant to Section 10(d) of this Agreement, which payment schedule shall be (i) designed to recover such estimated Annual Payment Obligation from that Participant during the Operating Year, and (ii) revised during such Operating Budget, and shall become effective upon approval of the Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget within thirty (30) days after receipt thereof, such Operating Budget shall be deemed Year to have been approved; and provided further that the Common Security Trustee shall have neither the right nor the obligation reflect any revisions to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If After the Borrower does not have an effective annual conclusion of each Operating Budget before Year, the beginning IPG shall determine the actual Annual Project Costs for that Project Year, the actual Annual Payment Obligation of each Participant for that Operating Year, and the amount of any calendar year, until such proposed additional payment required from (or the amount of any refund to be returned to) each Participant to ensure that the total of all payments received from each Participant for each Operating Budget Year is approved, the equal to that Participant's Annual Payment Obligation for that Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved Year. Said payment or refund shall be given effect made in substitution of periodic installments as an adjustment to the corresponding items in Participants' billing statement over the next succeeding Operating Budget most recently in effectYear, (B) costs for Gas purchase contracts for the Project shall be as provided unless otherwise determined 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 BudgetIPG. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

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 each Secured Debt Holder Group Representative 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 Common Security TrusteeSenior Facility Agent, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee 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 Common Security Trustee Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 1.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer)Senior Facility Agent, which consent shall not be unreasonably withheld, conditioned, or delayed. The Borrower shall furnish to the Senior Facility Agent: In the event Train 6 Debt is incurred, the Borrower shall provide to the Senior Facility Agent a copy of any report from the Independent Engineer and any other consultant that the Holders of such Train 6 Debt are entitled to receive. 8.01 8

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 and each new annual operating budget, as approved, being the “Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such operating plan and budget (the "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 Common Security Trustee, acting reasonably and in consultation with Management Committee (or the Independent Engineer; provided, that if the Common Security Trustee 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 Common Security Trustee 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. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

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 Company has no control, and (ii) each Secured Debt Holder Group Representative with a copy 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 Common Security Trustee, acting reasonably and expenses projected to be incurred in consultation with the Independent Engineer; provided, that if the Common Security Trustee 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 Common Security Trustee 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 follows: (a) THCM shall establish an on-site property management team to manage, market, operate, lease and maintain 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 BudgetBazaar Improvements. (b) Each Operating Budget delivered pursuant to this Section 6.12 The Company shall contain Operating Budget Categories, provide THCM on-site office space (with respect only for the management and shall specify leasing of the Center) at the Center for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted a management office without any fee or charge for such category for such Fiscal Quarterspace not to exceed six thousand (6,000) square feet. (c) Each Operating Budget may only THCM shall perform, or cause to be amended performed, all duties of the Company as lessor under the leases with tenants leasing space in the Center. (d) THCM shall collect all rent and other monies due from tenants and any sums otherwise due the Company with respect to the Center in the ordinary course of business. (e) THCM shall coordinate the leasing of space in the Center (including the initial leasing of space in the Center, as well as all subsequent re-leasing of space), and shall procure new leases and lease renewals for the Company on terms and conditions which are in general accordance with the prior written consent approved leasing plan. When appropriate, THCM will delegate the leasing of space in the Center, or a portion thereof, to third-party independent leasing agents or brokers; provided, however, that the total leasing commission shall not exceed the fees set forth pursuant to Section 2.08. Any leasing commission payable to third-party independent leasing agents or brokers previously in communication with Holdings II or representing tenants (and not engaged by THCM on behalf of the Common Security Trustee (Company) shall not reduce the fees payable to THCM or its affiliates as set forth pursuant to Section 2.08 under Leasing Fees. It is the understanding of the parties that third party brokers previously in consultation communication with Holdings II shall be paid as third party brokers if and when appropriate in accordance with the Independent Engineer)provisions of this Agreement. (f) Upon the Company's approval by the Board of the Leasing Plan or updated Leasing Plan, which consent THCM shall not negotiate and execute on behalf of and as the agent of the Company all new leases, lease renewals and any assignments, amendments or terminations thereof that are consistent with the Leasing Plan, provided, however, that leases for space in excess of 12,500 square feet shall be unreasonably withheldsubmitted to the Board for approval prior to execution. (g) THCM shall prepare all documentation for any lease transaction at the agreed-upon lease documentation rate. (h) THCM shall, conditionedat the Company's cost and expense and subject to the approval of the Board, or delayedretain the services of a Marketing Director who shall provide specialized marketing services for the Center. (i) THCM shall, on behalf of and at the Company's cost and expense, enforce all lease provisions to be performed by tenants of the Center. (j) THCM shall coordinate the security for the Center. (k) THCM shall, at the Company's cost and expense, operate and maintain the Center as a first-class regional shopping center and cause the Company to comply with its Operating Covenant under the REA.

Operating Budget. (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 each Secured Debt Holder Group Representative 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 EngineerEngineer and shall become effective upon approval, which shall set forth not be unreasonably withheld, conditioned or delayed, of the Administrative Agent (acting in consultation with the Consultants). If the Borrower shall not have adopted an annual Operating Budget before the beginning of any Fiscal Year or any Operating Budget adopted by the Borrower shall not have been accepted by the Administrative Agent before the beginning of any upcoming Fiscal Year, the Operating Budget for the preceding Fiscal Year shall, until the adoption of an annual Operating Budget by the Borrower and acceptance of such Operating Budget by the Administrative Agent, be deemed to be in force and effective as the 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 Borrower shall work diligently to prepare an initial Operating Budget that is reasonably acceptable to the Administrative Agent. (ii) Each Operating Budget delivered to the Administrative Agent pursuant to this Section 7.01(j) shall be accompanied by a memorandum detailing all material assumptions used in the preparation of such Operating Budget, and shall become effective upon approval of the Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the contain a line item for each Operating Budget within thirty (30) days after receipt thereofCategory, such Operating Budget shall be deemed to have been approved; and provided further that the Common Security Trustee shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter month and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quartermonth, and shall clearly distinguish Operation and Maintenance Expenses. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

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 each Secured Debt Holder Group Representative 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 Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget 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; provided, however, that Landlord and provided further Tenant acknowledge that the Common Security Trustee 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). (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

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 Company commencing on October 31, 2009, the Operating Member shall submit a new annual operating budget for the ensuing Fiscal Year for the review and approval of the Management Committee (the initial and each new annual operating budget, as approved, being the “Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such operating plan and budget (the "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 Common Security Trustee, acting reasonably and in consultation with Management Committee (and/or the Independent Engineer; provided, that if the Common Security Trustee 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 Common Security Trustee 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. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

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 each Secured Debt Holder Group Representative 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 EngineerEngineer and shall become effective upon approval, which shall set forth not be unreasonably withheld, conditioned or delayed, of the Administrative Agent (acting in consultation with the Consultants). If the Borrower shall not have adopted an annual Operating Budget before the beginning of any Fiscal Year or any Operating Budget adopted by the Borrower shall not have been accepted by the Administrative Agent before the beginning of any upcoming Fiscal Year, the Operating Budget for the preceding Fiscal Year shall, until the adoption of an annual Operating Budget, by the Borrower and acceptance of such Operating Budget, by the Administrative Agent, be deemed to be in force and effective as the annual Operating Budget for such upcoming Fiscal Year. (ii) Each Operating Budget delivered to the Administrative Agent pursuant to this Section 7.01(j) shall be accompanied by a memorandum detailing all material assumptions used in the preparation of such Operating Budget, and shall become effective upon approval of the Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the contain a line item for each Operating Budget within thirty (30) days after receipt thereofCategory, such Operating Budget shall be deemed to have been approved; and provided further that the Common Security Trustee shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter month and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quartermonth, and shall clearly distinguish Operation and Maintenance Expenses and Maintenance Capital Expenses. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

Operating Budget. A. Issuer shall cause NGP I to, not later than thirty (a30) days before the PPA Commercial Operation Date, adopt an operating plan and a budget with respect to the Project for the period from such date to the conclusion of the then current calendar year and provide a copy of such operating plan and budget at such time to Agent. No less than forty-five (45) days prior to the Substantial Completion Business Days in advance 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 NGP I shall prepare a proposed similarly 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 the case of the initial Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such operating plan and budget at such time to Agent. (the "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 and shall become effective upon acceptance by Agent (in consultation with the Independent Engineer). If NGP I shall not have adopted an annual Operating Budget before the beginning of any calendar year or any Operating Budget adopted by NGP I shall not have been accepted by Agent (acting in consultation with the Independent Engineer) before the beginning of any upcoming calendar year, the Operating Budget for the preceding calendar year shall, until the adoption of an annual Operating Budget by NGP I and acceptance of such Operating Budget by Agent (acting in consultation with the Independent Engineer), as the case may be, be deemed to be in force and effective as the annual Operating Budget for such upcoming calendar year; provided, that if the initial Operating Budget is not approved by Agent (acting in consultation with the Independent Engineer), NGP I may use a budget that is consistent with the Projections delivered to Agent on the Closing Date until an initial Operating Budget is approved, and shall set forth work diligently to prepare an initial Operating Budget that is acceptable to Agent (acting in consultation with the Independent Engineer). B. Each Operating Budget delivered to Agent pursuant to clause A of this subsection 6.10 shall be accompanied by a memorandum detailing all material assumptions used in the preparation of such Operating Budget, and shall become effective upon approval of the Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget within thirty contain a line item for each budget category (30) days after receipt thereof, such Operating Budget which budget categories shall be deemed acceptable to have been approved; and provided further that the 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 (AAgent) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter month and for each such Operating Budget Category budget category, the amount budgeted for such category for such Fiscal Quartermonth. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

Operating Budget. (a) No less than forty-five (45) days prior Attached hereto as Exhibit A and made a part hereof, is a budget with respect to the Substantial Completion of each train anticipated income and expenses relating to the operation of the ProjectProperty detailed on a monthly basis through February 29, 2004 (such budget, and no less than forty-five (45) days prior to the beginning of each calendar year thereafterany approved revisions, the Borrower shall prepare a proposed modifications, additions, replacements and substitutions thereof, and any future approved operating plan and a budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses budgets for the Borrower and the Project Property for the ensuing calendar year (or, periods when any sums in the case respect of the initial Operating BudgetRestated Loan remain outstanding, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such operating plan and budget (is herein referred to as the "Operating Budget"). Each Lender has approved the Operating Budget attached hereto as Exhibit A. (b) On or before January 15 of each year during the term of the Restated Loan, Borrower shall submit to Servicer and Lender a proposed operating budget for the next succeeding fiscal year of Borrower, which consists of the twelve (12) month period beginning on March 1 and ending on the last day of February of each year (such twelve month period is hereinafter 131 referred to as a "Fiscal Year," and each such proposed operating budget is herein referred to as a "Proposed Operating Budget"). Lender shall not unreasonably withhold its approval of any Proposed Operating Budget. If Lender objects to any item(s) included in a Proposed Operating Budget, then Lender shall, within 15 days following receipt of such Proposed Operating Budget, furnish Borrower with a written statement identifying the items to which it objects and the reasons therefor and the Proposed Operating Budget shall be prepared in accordance with a form approved by modified accordingly before becoming 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 Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget within thirty (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided further that the 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. (bc) Each Lender and Borrower agree that all reasonable, ordinary and necessary costs and expenses of owning, operating and managing the Property (the "Operating Expenses") which are anticipated by Borrower to be incurred shall be set forth in each Operating Budget delivered on a monthly basis, and shall include, without limitation, the following costs and expenses: (i) salaries, wages, fringe benefits, payroll taxes and other costs related to employees of Borrower (ii) administrative and general costs and expenses related to the Property, including accounting, legal and other professional fees related to the Property; (iii) repairs, maintenance and alterations, including janitorial and other cleaning expenses; (iv) costs and fees hereunder and accounting, legal and other professional fees of persons who perform services required in connection with the Property (provided, however, if such persons are affiliated with Borrower, such costs and fees shall not exceed market rates); (v) all license fees and advertising costs incurred in respect of the operation of the Property; (vi) insurance costs and expenses in connection with the operation of the Property (except to the extent that the same are to be paid by disbursements from the Insurance Account pursuant to this Section 6.12 shall contain Operating Budget CategoriesAgreement); (vii) real and personal property taxes and assessments related to the Property (except to the extent that the same are to be paid by disbursements from the Tax Subaccount pursuant to this Agreement); (viii) charges for utilities servicing the Property; (ix) charges for elevator and HVAC maintenance; (x) water and sewer assessments and charges relating to the Property; (xi) operating expenses in connection with the operation, maintenance and shall specify marketing of the hotels located on the Property including consumable items (such as food and beverages, soap, cleaning materials, stationery and other similar items) used in the operation of the hotels which are properly chargeable against income under the Uniform System of Accounts for each Fiscal Quarter Hotels as published by the American Hotel Association of the United States and for each such Operating Budget Category Canada; (xii) any other operating expenses of the amount budgeted Property not specified above but which are included within the calculation of operating expenses (or increases thereto) payable by tenants of the Property under the terms of their leases on a pass-through basis; (xiii) leasing commissions relating to the Property which are not paid pursuant to the "Capital Expense Budget" (as hereinafter defined); (xiv) obligations payable under leases of personal property assumed by Borrower in connection with the acquisition of the Property, with the approval of Lender, or otherwise approved by Lender, not to exceed amounts for such category for purpose set forth in the Operating Budget; (xv) such Fiscal Quarterother costs and expenses as Lender may approve. (cd) Each The foregoing notwithstanding, Lender acknowledges that certain Operating Expenses may arise which are not set forth in the Operating Budget may only be amended with due to factors such as emergencies, the prior written consent occurrence of events which were not anticipated at the Common Security Trustee time the Operating Budget was prepared by Borrower and approved by Lender, increases in Operating Expenses caused by changes in labor rates, utility rates, real estate taxes or other similar matters (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed."Unbudgeted Expenses"

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 Manager shall prepare a proposed operating plan and a budget setting forth in reasonable detail the projected requirements deliver to Owner for Operation and Maintenance Expenses for the Borrower and the Project for the ensuing calendar year (orits approval, in the case of the initial Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such operating plan and budget (the "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 Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget within thirty (30) days after receipt thereofthe date hereof with respect to the remainder of calendar year 2019 and prior to each August 1 during the Term with respect to each subsequent calendar year, a detailed line item budget (hereinafter referred to as the “Budget”) which shall set forth, among other matters, anticipated Parking Revenues, Parking Taxes, and Operating Expenses and reserves for such year. Upon Owner’s request, such Operating budgets shall be prepared on both an accrual basis and a cash basis showing a month by month projection of all items therein set forth. Each Budget shall be in a form designated by Owner from time to time. Upon the receipt of the proposed Budget from Manager, Owner shall have sixty (60) days to approve in writing the Budget. If Owner does not approve a Budget in writing within the aforesaid sixty (60) day period, then the submitted Budget shall be deemed disapproved. A Budget or any revision thereof shall be deemed approved by Owner only if it is approved in writing by Owner and same shall be deemed the Approved Budget hereunder. If such Budget is not approved by Owner, Manager shall operate the Facility in accordance with the preceding year's Approved Budget until such time as a Budget for the then-current year is approved by Owner. Notwithstanding anything to have been approved; the contrary herein contained, Owner may at its option, at any time during the Term create its own Budget and provided further such Budget shall be deemed the Approved Budget. After approval by Owner of each Budget or submission to Manager by Owner of a Budget, same shall be deemed the Approved Budget for that calendar year or portion thereof. Manager agrees to use diligence and to employ its best efforts to ensure that the Common Security Trustee actual costs of operating the Facility do not exceed the Approved Budget. Owner shall have neither the right nor the no obligation to approve costs for Gas purchase contracts for fund or reimburse any expense incurred by Manager which are greater than ten percent (10%) in excess of the Project contained amount set forth in the Operating Budget. If the Borrower does not have Approved Budget for any expenditure, without Owner having first granted written permission to Manager for same, unless such expenses were incurred in response to 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 Budgetemergency situation. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

Operating Budget. (a) No Deliver to the Administrative Agent for its approval an Operating Budget not less than forty-five (45) 30 days prior to the Substantial Completion of each train of the Project, and no less than forty-five (45) days prior to the beginning in advance of each calendar year thereafter, satisfying 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, contained in the case of the initial definition thereof; provided, THAT, with respect to any Operating Budget, if the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of Administrative Agent fails to approve such operating plan and budget (the "Operating Budget"). Each Operating Budget shall be prepared in accordance with a form approved by or provides notice to the Independent Engineer, shall set forth Borrower that it rejects all material assumptions used in the preparation or any portion of such Operating Budget, the Borrower and shall become effective upon approval of the Common Security Trustee, acting reasonably and Administrative Agent (in consultation with the Independent Engineer) agree to work in good faith to resolve such dispute; providedand PROVIDED, FURTHER, that if the Common Security Trustee shall not have approved or disapproved the an Operating Budget within thirty (30) days after receipt thereof, such Operating Budget shall be deemed is not adopted and approved on or prior to have been approved; and provided further that the 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 first day of any calendar year, the Borrower Entities shall adhere to the Interim Operating Budget until such proposed time as an 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 adopted and approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee Administrative Agent (in consultation with the Independent Engineer); PROVIDED, FURTHER, that, upon achievement of Commercial Operation with respect to Ceredo, the Borrower will submit a supplement to the 2001 Operating Budget, acceptable to the Arrangers, covering Ceredo. (b) Subject to clauses (c) through (e) of this Section 5.11, operate and maintain the Portfolio Assets or cause the Portfolio Assets to be operated and maintained, in accordance with each Operating Budget. (c) The Borrower Entities shall not make expenditures in respect of Operating Costs in any fiscal year in an aggregate amount in excess of 105% of the Budgeted Operating Costs for such fiscal year, PROVIDED THAT, the Borrower Entities may make expenditures in any fiscal year in an aggregate amount in excess of 105%, but less than or equal to 110%, of the Budgeted Operating Costs for such fiscal year with the written consent of the Administrative Agent (after consultation with the Independent Engineer) and may make expenditures in any fiscal year in an aggregate amount in excess of 110% of the Budgeted Operating Costs for such fiscal year with the written consent of the Required Lenders. The Borrower Entities shall not make Capital Expenditures or Maintenance Expenditures in any fiscal year in an aggregate amount in excess of 105% of the Capital Expenditures or Maintenance Expenditures, as the case may be, set forth in the Operating Budget in effect for such fiscal year; PROVIDED, THAT, the Borrower Entities may make expenditures in any fiscal year in an aggregate amount in excess of 105%, but less than or equal to 110%, of the budgeted Capital Expenditures or Maintenance Expenditures, as the case may be, for such fiscal year with the written consent of the Administrative Agent (after consultation with the Independent Engineer) and may make expenditures in any fiscal year in an aggregate amount in excess of 110% of the budgeted Capital Expenditures or Maintenance Expenditures, as the case may be, for such year with the written consent of the Required Lenders. (d) The Borrower Entities shall not make re-allocations in respect of any line item Budgeted Operating Cost in any fiscal year in excess of 5% of such Budgeted Operating Cost for such fiscal year, provided that the Borrower Entities may make re-allocations any fiscal year in an excess of 5%, but less than or equal to 10%, of any line item Budgeted Operating Cost for such fiscal year with the written consent of the Administrative Agent (after consultation with the Independent Engineer) and may make re-allocations in any fiscal year in excess of 10% of a line item Budgeted Operating Cost for such fiscal year with the written consent of the Required Lenders. (e) Notwithstanding the foregoing, in the event of any Emergency, the Borrower Entities may make expenditures and/or reallocations in excess of the limitations set forth in clauses (c) and (d) to the extent of such amount reasonably necessary for the remediation of the conditions giving rise to such Emergency and otherwise in accordance with Prudent Industry Practice; PROVIDED, THAT, any expenditures made under this Section 5.11(e) in excess of $5,000,000 shall require the prior consent of the Required Lenders which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. The Borrower Entities shall notify the Administrative Agent in writing as soon as practicable after the commencement of any such Emergency. (f) The Borrower Entities shall undertake all Non-Discretionary Capital Expenditures set forth from time to time in each approved Operating Budget in accordance with such Operating Budget subject to the other provisions of this Section 5.

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 each Secured Debt Holder Group Representative 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 Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget 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; provided, however, that Landlord and provided further Tenant acknowledge that the Common Security Trustee 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). (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

Operating Budget. (a) No less Commencing [January 1, 2017], not later 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, Fiscal Year the Borrower shall prepare a proposed operating plan and a budget setting or cause to be prepared an annual Operating Budget with respect to the Project for the ensuing Fiscal Year. Such Operating Budget shall set forth in reasonable detail the projected requirements estimated Project Revenues, Operating Expenses, and Capital Expenditures from the Replacement Reserve Fund for Operation and Maintenance Expenses for the Borrower and the Project for such Fiscal Year and the ensuing calendar year estimated investment income and estimated amounts to be deposited in and withdrawn from (orand the purposes for such withdrawals) the Escrow Fund, in Replacement Reserve Fund and Administrative Expense Account under the case Indenture. The Borrower may at any time adopt an amended Operating Budget for the remainder of the initial then current Fiscal Year. Copies of the Operating Budget, the remaining portion thereof) Budget and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such operating plan and budget (the "Operating Budget"). Each any amended Operating Budget shall be prepared in accordance filed no later than June 15th of the year preceding such Fiscal Year with a form approved the Trustee, the Issuer (at its written request), the Financial Monitor, the Significant Bondholder, if any, and each Owner requesting the same (at the address supplied to the Trustee by such Owner or its authorized representative). (b) The Operating Budget or amended Operating Budget to be adopted by the Independent Engineer, Borrower shall set forth all material assumptions used provide for monthly deposits into the funds and accounts in the preparation amounts required under Section 5.02(a) or (b) of such the Indenture, as applicable. The Operating BudgetBudget shall contain an estimate of the taxes (if any), assessments (if any) and insurance premiums next coming due with respect to the Project, and such estimate shall become effective upon approval of not be less than the Common Security Trusteerespective amounts most recently having come due with respect to such taxes, acting reasonably assessments and insurance premiums, unless the Borrower shall have competent evidence that there is to be a decrease in consultation with such taxes, assessments and insurance premiums. (c) If for any reason the Independent Engineer; provided, that if the Common Security Trustee Borrower shall not have approved or disapproved adopted the Operating Budget within thirty (30) days after receipt thereoffor a Fiscal Year before the first day of such Fiscal Year, such the Operating Budget for the preceding year, with each line item thereof increased by 3%, shall be deemed to have been approved; adopted and provided further that the Common Security Trustee shall have neither the right nor the obligation to approve costs be in effect 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, such Fiscal 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 BudgetFiscal Year is adopted and a copy thereof filed with the Trustee and the Financial Monitor. (bd) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter[Reserved]. (ce) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed[Reserved].

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 each Secured Debt Holder Group Representative 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 Common Security Trustee, 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 Common Security Trustee 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 Common Security Trustee 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 as long as the aggregate amounts set forth in effectsuch Operating Budget are not increased or decreased. (b) The Project Company will use good faith reasonable efforts to operate and maintain the Project, (B) costs for Gas purchase contracts for or cause the Project shall to be as provided by operated and maintained, within 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. (bc) Each Concurrently with the preparation of each Operating Budget delivered pursuant to this Section 6.12 Budget, the Project Company shall contain Operating Budget Categories, re-assess the scheduling and shall specify for probable cost of each Fiscal Quarter item of major maintenance and for each include a timetable and budget therefor in such Operating Budget Category the amount budgeted for such category for such Fiscal QuarterBudget. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

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 each Secured Debt Holder Group Representative 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 EngineerEngineer and shall become effective upon approval, which shall set forth not be unreasonably withheld, conditioned or delayed, of the Landlord. If Lessee shall not have created and adopted the Operating Budget before the beginning of any six (6) month period or any Operating Budget created or adopted by Lessee shall not have been accepted by Landlord before the beginning of any upcoming six (6) month period, the Operating Budget for the preceding twelve (12) calendar month period shall, until the creation or adoption of an Operating Budget by Lessee and acceptance of such Operating Budget by Landlord, be deemed to be in force and effective as the Operating Budget for the upcoming twelve (12) calendar month period. (b) Each Operating Budget delivered to Landlord pursuant to this Section 5.5.10 shall be accompanied by a memorandum detailing all material assumptions used in the preparation of such Operating Budget, and shall become effective upon approval of the Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the contain a line item for each Operating Budget within thirty (30) days after receipt thereofCategory, such Operating Budget shall be deemed to have been approved; and provided further that the Common Security Trustee shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter month and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quartermonth, and shall clearly distinguish Operation and Maintenance Expenses. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

Operating Budget. (a) No less than forty-five (45) days On or prior to the Substantial Completion of each train thirtieth day prior to the First Unit Operation Date, the Borrower shall deliver to the Administrative Agent a proposed Operating Budget in substantially the form of the Projectpro forma Operating Budget delivered in accordance with Section 4.1(a)(s) for the period commencing on such First Unit Operation Date and ending on the next succeeding December 31 (or, and no less than forty-five if such First Unit Operation Date is projected to occur on or after September 30, on the second succeeding December 31). (45b) days On or prior to the thirtieth day prior to the beginning of each calendar year thereafterOperating Year, the Borrower shall prepare deliver to the Administrative Agent a proposed operating plan and a budget setting forth Operating Budget in reasonable detail substantially the projected requirements for Operation and Maintenance Expenses for the Borrower and the Project for the ensuing calendar year (or, in the case form of the initial Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such operating plan and budget (the "Operating Budget"). Each Operating Budget shall be prepared delivered in accordance with a form approved by Section 6.6(a) for the Independent Engineer, shall set forth all material assumptions used in the preparation period commencing on January 1 of such Operating Budget, Year and shall become effective upon approval of ending on the Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget within thirty (30) days after receipt thereof, such Operating Budget shall be deemed to have been approved; and provided further that the Common Security Trustee shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarternext succeeding December 31. (c) Each proposed Operating Budget may only shall set forth the Borrower’s reasonable projection of the anticipated amount of O&M Expenses for each month covered thereby. Such O&M Expenses shall be amended itemized in the Operating Budget in accordance with U.S. GAAP using substantively the same line items as set forth in the pro forma Operating Budget delivered in accordance with Section 6.6(a). Any O&M Expenses that cannot be (or should not be in accordance with U.S. GAAP) itemized in accordance with the prior written consent immediately preceding sentence shall be set forth as separate line items, shall be clearly described and shall be denoted as extraordinary O&M Expenses (“Extraordinary O&M Expenses”). The aggregate annual, aggregate monthly, and monthly line-item amounts of O&M Expenses set forth in the proposed Operating Budget shall be compared against each of the Common Security Trustee following (expressed as a percentage thereof): (i) the amount of such O&M Expenses set forth in consultation the Base Case Model; (ii) the amount of such O&M Expenses set forth in the then-current Operating Budget (unless the proposed Operating Budget is delivered in accordance with Section 6.6(a)); and (iii) the Independent Engineeramount of such O&M Expenses actually incurred by the Borrower in the then-current Operating Year, as set forth in the latest Operating Report delivered in accordance with Section 6.1(a)(e) (unless the proposed Operating Budget is delivered in accordance with Section 6.6(a)). In addition, each Operating Budget shall attach, in narrative form, a description in reasonable detail of: (A) the maintenance and overhaul schedule (including any major maintenance or overhauls which consent shall not be unreasonably withheld, conditioned, or delayed.are projected for the relevant Operating Year); (B) anticipated staffing plans;

Operating Budget. (a) No less than forty-five (45) days prior to the Substantial Completion All items 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, expenditure contained in the case of the initial Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such operating plan and budget (the "Operating Budget"). Each Operating Budget shall be prepared subject to the approval of IRSDC. IRSDC shall not withhold its approval for any expenditure which is reasonably necessary, in nature or amount, to enable the Project to continue operating in accordance with a form approved by the Independent EngineerStation Service Level Standards. (b) Subject to the foregoing, Facility Manager shall set forth take into consideration the views and suggestions of IRSDC regarding all material assumptions used in the preparation aspects of such Operating Budget, and shall become effective upon approval of the Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget within thirty (30) days after receipt thereofand both IRSDC and Facility Manager shall attempt, in good faith, to reach a mutually satisfactory agreement, and thereupon to incorporate any such Operating Budget shall be deemed to have been approved; and provided further that the Common Security Trustee shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in agreements into the Operating Budget. If In this connection, IRSDC shall have the Borrower does not have an effective annual Operating Budget before right to suggest changes in operating policies and in the beginning of any calendar year, until such proposed Operating Budget is approvedwhich it considers reasonably necessary to achieve the objectives of near-term and long-term maximization of Project profits, subject in all respects to the Station Service Level Standards. Facility Manager shall consider all such comments and suggestions by IRSDC in a professional manner and on a commercially reasonable basis, and, to the extent that IRSDC’s opinions and recommendations are reasonable and are in accordance with the then current market conditions, shall make appropriate adjustments to the Operating Budget most recently to reflect such opinions and recommendations, and to the extent Facility Manager disagrees with IRSDC’s suggestions and comments, Facility Manager shall provide written explanations for its disagreements. Promptly following the foregoing discussions and explanations, Facility Manager shall submit a revised Operating Budget for further comment and discussion in effect the manner set forth above. Thereafter, the parties shall continue to apply; provideddiscuss the Operating Budget until such time as both Facility Manager and IRSDC shall have reached agreement on all items, that comprising the Operating Budget for which IRSDC has approval rights hereunder. (Ac) any If the parties cannot agree on an Operating Budget within ninety (90) days after the commencement of the Fiscal Year to which such Operating Budget is intended to relate, each of IRSDC and Facility Manager shall thereafter have the right to submit the issue of the disputed items in the Operating Budget to determination as provided in Article 25 (Dispute Resolution). (d) Until such time as the parties have agreed on, or the arbitrator acting pursuant to Article 25 has resolved, all line items of the proposed Operating Budget for which IRSDC has approval rights hereunder, Facility manager shall have the right to operate the Project in accordance with an Operating Budget comprised of those line items that have theretofore been agreed upon by IRSDC and Facility manager and, only with respect to those line items not yet approved by IRSDC, the amounts actually expended for such items during the preceding Fiscal Year, with an allowance of a five percent (5%) increase in the amount of such items pending such resolution. Once the Operating Budget has been approved by IRSDC and Facility Manager or resolved by determination pursuant to Article 25 hereunder, Facility Manager agrees that it shall use commercially reasonable efforts to operate the Project in a manner consistent with the Operating Budget, both as it relates to estimates of rupee amounts of expenditures and the operating assumptions underlying the same. (e) If at any time during the year Facility Manager anticipates that revenues shall be given effect in substitution of the corresponding items materially less or expenditures shall be materially more than those forecasted in the Operating Budget most recently Budget, Facility Manager shall provide to IRSDC its opinion regarding the reason for such deviation in effectwriting, (B) costs for Gas purchase contracts and upon IRSDC’s request shall meet in person with IRSDC and its designees to confer on the subject. Facility Manager shall further submit, on a monthly basis, updated cash flow forecasts during the Fiscal Year for the Project remainder of the then current Fiscal Year; provided, however, in no event shall the need for any such re-forecasting of the Annual Plan, or any portion of it, be as provided deemed standing alone to be a default by Facility Manager hereunder. In addition to the Borrower foregoing, Facility Manager and (C) all other items IRSDC shall be increased by the lesser confer on ways and means of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item addressing revenue shortfalls, or reducing expenditures, in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant response to this Section 6.12 shall contain Operating Budget Categoriesreduced levels of business, and on other appropriate business or marketing measures. Facility Manager shall specify for each Fiscal Quarter consider in good faith any suggestions made by IRSDC and for each shall implement the same if, in the judgment of Facility Manager, such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only suggestions are responsive to business conditions and reasonably likely to have a favourable effect on business performance, can be amended implemented without adversely affecting contractual arrangements or business relationships, and are consistent with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayedService Level Standards.

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 each Secured Debt Holder Group Representative 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 Common Security TrusteeCollateral Agent, acting reasonably and in consultation with upon the Independent Engineerinstructions of the Required Holders; provided, that if the Common Security Trustee 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 provided, further, that any proposed Operating Budget that does not exceed the Common Security Trustee 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. (b) Each Operating Budget delivered pursuant to this Section 6.12 9.13 shall contain operating budget categories as set forth in Exhibit B (Operating Budget CategoriesBudget), and shall specify for each Fiscal Quarter fiscal quarter and for each such Operating Budget Category operating budget category the amount budgeted for such category for such Fiscal Quarterfiscal quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee Collateral Agent (acting upon the instructions of the Required Holders in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

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 and each new annual operating budget, as approved, being the “Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such operating plan and budget (the "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 Common Security Trustee, acting reasonably and in consultation with Management Committee (or the Independent Engineer; provided, that if the Common Security Trustee 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 Common Security Trustee 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. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

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 and each new annual operating budget, as approved, being the “Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such operating plan and budget (the "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 Common Security Trustee, acting reasonably and in consultation with Management Committee (or the Independent Engineer; provided, that if the Common Security Trustee 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 Common Security Trustee 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. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

Operating Budget. (a) No Not less than forty-five (45) 30 days prior to the Substantial Completion of each train of the ProjectRova I Commercial Operations Date, and no thereafter not less than forty-five (45) 30 days prior to the beginning commencement of each calendar year thereafteryear, the Borrower shall prepare a proposed operating plan Rova I Operating Budget and not less than 30 days prior to the Rova II Commercial Operations Date, and thereafter not less than 30 days prior to the commencement of each calendar year, the Rova II Operating Budget and the Facilities Operating Budget. A Rova I Operating Budget 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 each Secured Debt Holder Group Representative with a copy of such operating plan and budget (the "Operating Budget"). Each Rova II Operating Budget shall be prepared for each calendar year; the first Rova I Operating Budget shall cover the period from the Rova I Commercial Operations Date through the end of the calendar year in accordance with which the Rova I Commercial Operations Date occurs and, if such period consists of less than six months, for the immediately succeeding year. The first Rova II Operating Budget shall cover the period from the Rova II Commercial Operations Date through the end of the calendar year in which the Rova II Commercial Operations Date occurs and, if such period consists of less than six months, for the immediately succeeding year. Each Rova I Operating Budget (other than the first Rova I Operating Budget referred to above) shall specify the estimated power sales pursuant to the Rova I Power Purchase Agreement, the estimated rates and revenues for each category of such sales, a form approved by the Independent Engineermanpower forecast and a periodic inspection, shall set maintenance and repair schedule setting forth all material assumptions used tasks necessary to comply with Borrower’s obligations in respect of the preparation Rova I Facility hereunder. Each Rova II Operating Budget (other than the first Rova II Operating Budget referred to above) shall specify the estimated power sales pursuant to the Rova II Power Purchase Agreement, the estimated rates and revenues for each category of such sales, a manpower forecast and a periodic inspection, maintenance and repair schedule setting forth all material tasks necessary to comply with Borrower’s obligations in respect of the Rova II Facility hereunder. Each Rova I Operating Budget and Rova II Operating Budget submitted by Borrower shall contain complete, fair and accurate projections (by principal items) of the Projected Rova I Gross Revenues and Projected Rova II Gross Revenues, respectively, Projected Rova I Operating Costs and Projected Rova II Operating Costs, respectively, and Projected Tranche A Debt Service and Projected Tranche B Debt Service, respectively, for each month of such Operating Budget. Agent, Institutional Agent and shall become effective upon approval of the Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; providedEngineer shall have 30 days from the date each Operating Budget is submitted by Borrower to approve any such budget, that if the Common Security Trustee which approval shall not have approved or disapproved be unreasonably withheld. If Agent, Institutional Agent and the Independent Engineer do not approve an Operating Budget within thirty (30) days after receipt Budget, Agent shall notify Borrower thereof, . Until such Operating Budget shall be deemed to have been approved; and provided further that the 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 so approved, the Operating Budget most recently in effect shall continue to apply; provided, except that (A) any items of the then proposed Operating Budget that have been approved shall also be given effect effect. From time to time, Borrower may propose one or more amendments to an Operating Budget, and any of Agent, Institutional Agent and the Independent Engineer may reject such proposal within ten days of it being made by Borrower, if such rejection us reasonable, and, if no such rejection is made, such amendment(s) shall become effective. In addition, Borrower shall report to Agent as soon as practicable each month (but in substitution no event later than 30 days after the end of each month) its net operating income for the immediately preceding month in respect of the corresponding items Rova I Facility, the Rova II Facility and in the Operating Budget most recently aggregate and whether such income was within 10% of the projected level, such report to be in effectthe form of Schedule 6.9(i) hereto, (B) costs for Gas purchase contracts for which may be attached to, or the Project shall substance of which may be as provided by incorporated in, the Borrower and (C) all other items shall report required to be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c6.9(h) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.hereof; 144

Operating Budget. (a) The Members hereby approve the Operating Budget for the first Fiscal Year of the Company attached hereto as Exhibit F. (b) No less later than forty-five thirty (4530) days prior to the Substantial Completion commencement of each train Fiscal Year, the Administrative Manager shall prepare a proposed Operating Budget for such Fiscal Year for the Company. (c) Within thirty (30) calendar days after the proposed Operating Budget is submitted to the Management Committee, if the Members shall not approve such proposed Operating Budget, any Member may notify the Administrative Manager of any proposed revisions therein that it deems necessary. If any Member fails to approve or to reject the Projectproposed Operating Budget or to make proposed revisions thereto within thirty (30) calendar days after it is submitted to the Management Committee, such proposed Operating Budget shall be deemed approved and shall thereafter constitute the Operating Budget for the Fiscal Year in question for all purposes hereof. Any objections to the proposed Operating Budget must be made on a line item basis, and no less than forty-five any line items not objected to shall be deemed approved. (45d) If the Management Committee approves a proposed Operating Budget, or a Member makes proposed revisions thereto and the Administrative Manager does not make reasonable objections to such proposed revisions within ten (10) calendar days after it receives them, such proposed Operating Budget, and revisions if any, shall be deemed approved and shall be deemed thereafter to constitute the Operating Budget for the Fiscal Year in question for all purposes hereof. (e) If the Administrative Manager makes any reasonable objection to any proposed revisions to any proposed Operating Budget, the Members shall cooperate with each other to resolve any questions with respect to such proposed revisions and shall use their best efforts to agree upon such Operating Budget for the Fiscal Year in question prior to the beginning of each calendar year thereafterthe Fiscal Year to which such Operating Budget relates. If the Members fail to agree upon an Operating Budget for any Fiscal Year prior to the commencement thereof, then, pending final resolution of any dispute in the manner provided herein, the Borrower Administrative Manager 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 (orcontinue to manage, in the case of the initial Operating Budgetmaintain, the remaining portion thereof) and provide the Independent Engineersupervise, the Common Security Trusteedirect, and each Secured Debt Holder Group Representative with a copy of operate the activities for which such operating plan and budget (the "Operating Budget"). Each Operating Budget shall be prepared was proposed in accordance with a form the 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 Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget within thirty (30) days after receipt thereoffor such activities or asset(s), such Operating Budget shall be deemed to have been approved; and provided further that the Common Security Trustee shall have neither the right nor the obligation to approve costs for Gas purchase contracts if any, 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, previous Fiscal Year until such proposed a new Operating Budget is approved; except that the Administrative Manager shall be authorized during any interim period to reasonably exceed the prior year’s budgeted amounts for taxes, utility charges, insurance and other items not within the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items reasonable control of the proposed Operating Budget that have been approved shall be given effect Company as well as for increases in substitution contract services and personnel costs to the extent required to maintain the same level of service provided during 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 Budgetprevious Fiscal Year. (bf) Each The Administrative Manager may from time to time during each Fiscal Year submit to the Management Committee revisions to an approved Operating Budget delivered pursuant for its approval. The Management Committee shall endeavor promptly to this Section 6.12 reject or approve the same or to make such changes to the proposal as it may deem reasonably necessary and proper. The proposal, as approved or changed by the Management Committee, shall contain Operating Budget Categories, be incorporated into and shall specify for each Fiscal Quarter and for each become part of such Operating Budget Category for the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent remaining period of the Common Security Trustee (Fiscal Year in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayedquestion.

Operating Budget. (a) No The Borrower shall, not less than forty-five (45) 30 days prior to before the Substantial Completion of each train of the ProjectBorrowing 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 of debt service, proposed partnership distributions, maintenance, repair and Maintenance Expenses operation expenses for the Borrower and period from the Project for Borrowing Date to the ensuing calendar year (or, in the case conclusion of the initial Operating Budget, Year; and no less than 30 days in advance of the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and beginning of each Secured Debt Holder Group Representative with a copy of such Operating Year thereafter it will similarly adopt an operating plan and a budget of debt service, proposed partnership distributions, maintenance, repair and operation expenses (including reasonable allowances for contingencies) for the "ensuing Operating Budget"Year. Copies of the proposed budget for each Operating Year shall be furnished at least 30 days before final adoption thereof to the Lender for its approval (such approval not to be unreasonably withheld). Each Operating Budget shall be prepared in accordance with a form approved by A proposed budget so furnished to 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 Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget within thirty (30) days after receipt thereof, such Operating Budget Lender shall be deemed to have been approved; and provided further that approved by the Common Security Trustee shall have neither Lender if the right nor Lender does not inform the obligation Borrower of any objections with respect thereto within 20 days of the receipt thereof. The approved budget, as amended by approved amendments pursuant to approve costs for Gas purchase contracts for Section 8.10(b) hereof, is referred to herein as the Project contained in the "Operating Budget". The Operating Budget shall be prepared on the basis of requirements for each month within the relevant Operating Year, showing the debt service, proposed partnership distributions, maintenance, repair and operation expenses for such month. If for any reason the Borrower does shall not have adopted an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approvedYear, the Operating Budget most recently in effect shall continue to apply; providedfor the preceding Operating Year shall, that (A) any items until the adoption of the proposed an Operating Budget that have been approved shall for the new Operating Year, be given effect deemed to be in substitution of the corresponding items in force and be 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 (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 BudgetYear. (b) Each The Borrower may at any time adopt an amended annual Operating Budget delivered pursuant to this Section 6.12 shall contain for the remainder of the then current Operating Year and, when so adopted, such amended Operating Budget Categories, shall be deemed to be and shall specify be effective as the Operating Budget for each Fiscal Quarter and for each such Operating Year. A copy of any such amended Operating Budget Category which is proposed shall be furnished at least 10 days before final adoption thereof to the amount budgeted Lender for such category for such Fiscal Quarterits approval (not to be unreasonably withheld). (c) Each The Borrower covenants that it will not expend any amount or incur any obligation for any item or classification of maintenance, repair and operation expenses during any Operating Year which exceeds the amount provided for such item and classification in the Operating Budget may only for such Operating Year unless such expenditures could not reasonably be anticipated and failure to make such expenditure would have created an abnormal risk of personal injury to employees or significant damage to the Facility and, in any event, the Borrower covenants that it will advise the Lender of such excess expenditures and prepare an amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayedOperating Budget to reflect such changes as soon as practicable.

Operating Budget. (ai) No less than forty-five Adopt, with respect to (45X) days prior to the Substantial Completion of each train of the Development Project, on or before the Project Completion Date for each such Project and (Y) Mystic Station, no less later than forty-five (45) 60 days prior to the beginning of each calendar year thereafterfollowing Closing, the Borrower shall prepare a proposed an operating plan and a budget setting forth in reasonable detail substantially the projected requirements for Operation and Maintenance form attached hereto as Exhibit C, which shall include all Operating Expenses for the Borrower and the each such Project for the ensuing period from such date to the conclusion of the then current 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 each Secured Debt Holder Group Representative with a copy of such operating plan and budget at such time to the Collateral Agent and the Administrative Agent. No less than sixty (60) days prior to each calendar year thereafter, such Guarantor will submit to the Administrative Agent an operating plan and budget for the ensuing calendar year (each such operating plan and budget is herein called an "Operating Budget"). Each The Non-Variable Operating Expenses set forth in each Operating Budget shall not become effective until approved by the Administrative Agent pursuant to clause (ii) below. Any proposed capital expenditures during any year by such Project shall be submitted to the Administrative Agent for approval together with the operating plan and budget. (ii) Deliver to the Administrative Agent an Operating Budget not less than sixty (60) days in advance of each calendar year together with an Officer's Certificate of such Guarantor stating that to such officer's knowledge, such Operating Budget contains a reasonable estimate of the Non-Variable Operating Expenses for the period covered thereby; provided, that with respect to any proposed Operating Budget, if the Administrative Agent fails to expressly approve or disapprove in writing the Non-Variable Operating Expenses contained in such Operating Budget by the beginning of the calendar year in which such proposed Operating Budget to be used, such proposed Non-Variable Operating Expenses shall be deemed approved. No expenditures for capital improvements outside of the Operating Budget shall be prepared deemed approved; express written approval by the Administrative Agent is required (once so approved, an "Approved Capital Expenditure" for such calendar year). If the Administrative Agent shall have accepted certain Non-Variable Operating Expenses contained in accordance with a form an Operating Budget submitted to the Administrative Agent, any such approved Non-Variable Operating Expenses shall become effective. Any remaining Non-Variable Operating Expense contained in such Operating Budget not specifically approved by the Independent EngineerAdministrative Agent shall be deemed, shall for such ensuing calendar year, to equal the lesser of (x) the amount set forth all material assumptions used in respect of such Non-Variable Operating Expense in the preparation Operating Budget of the relevant Project for the preceding calendar year and (y) the amount set forth in respect of such Non-Variable Operating BudgetExpense in the Closing Base Case, in each case adjusted for actual inflation, provided, however, if such Non-Variable Operating Expense was not included as a type of Operating Expense in the Closing Base Case then, until approved (in which case the foregoing provisions of this sentence shall apply), such Non-Variable Operating Expense shall be deemed, for such ensuing calendar year, to equal the amount set forth in respect of such Non-Variable Operating Expense in the Operating Budget of the relevant Project for the preceding calendar year. (iii) If during any calendar year, such Guarantor proposes to exceed the aggregate amount of Non-Variable Operating Expenses contained in the applicable Operating Budget by more than 10%, such Guarantor shall propose an amendment to such Operating Budget to the Administrative Agent and such amendment shall become effective upon its approval. At the time such Guarantor submits such proposal, such Guarantor shall certify the purpose of such amendment and that such amendment is reasonably necessary or advisable for the operation and maintenance of its Project. (iv) If during any calendar year, such Guarantor proposes to exceed the aggregate amount of Non-Variable Operating Expenses contained in the applicable Operating Budget by more than 15%, such Guarantor shall propose an amendment to such Operating Budget to the Administrative Agent and such amendment shall become effective upon approval of the Common Security Trustee, acting reasonably and in consultation with Technical Committee. At the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the Operating Budget within thirty (30) days after receipt thereoftime such Guarantor submits such proposal, such Operating Budget Guarantor shall be deemed to have been approved; certify the purpose of such amendment and provided further that the Common Security Trustee shall have neither the right nor the obligation to approve costs for Gas purchase contracts such amendment is reasonably necessary or advisable for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning operation and maintenance 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 Budgetits Project. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

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 each Secured Debt Holder Group Representative 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 Common Security Trustee, acting reasonably and in consultation with Members. Any Member who does not send a written objection to the Independent Engineer; provided, that if the Common Security Trustee 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 Common Security Trustee 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 (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category expend up to 5% more than the amount budgeted for such category the aggregate operating expense categories for any Fiscal Year, (ii) to expend up to 10% more than the amount budgeted for any capital expenditure budget line item, and (iii) to expend up to $10,000 on any single unbudgeted item including, the purchase or acquisition 26 of any property or the execution of a contract in relation to any Property for such Fiscal Quarteramount, not to exceed a maximum of $25,000 in the aggregate for each Property for any fiscal year. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

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 and each new annual operating budget, as approved, being the “Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such operating plan and budget (the "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 Common Security Trustee, acting reasonably and in consultation with Management Committee (or the Independent Engineer; provided, that if the Common Security Trustee 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 Common Security Trustee 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. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

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 each Secured Debt Holder Group Representative 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 Common Security TrusteeSenior Facility Agent, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee 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 Common Security Trustee Senior Facility Agent shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 1.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer)Senior Facility Agent, which consent shall not be unreasonably withheld, conditioned, or delayed. 8.01 7

Operating Budget. (a) No Deliver to the Administrative Agent for its approval (such approval not to be unreasonably conditioned, withheld or delayed) an Operating Budget not less than forty-five (45) 30 days prior to the Substantial Completion of each train of the Project, and no less than forty-five (45) days prior to the beginning in advance of each calendar year thereafter, satisfying 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, contained in the case of definition thereof (it being understood that the initial Operating Budget shall cover the period through December 31, 2003); provided, that, with respect to any Operating Budget, if the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of Administrative Agent fails to approve such operating plan and budget (the "Operating Budget"). Each Operating Budget shall be prepared in accordance with a form approved by or provides notice to the Independent Engineer, shall set forth Borrower that it rejects all material assumptions used in the preparation or any portion of such Operating Budget, the Borrower and the Administrative Agent (in consultation 83 with the Independent Experts) agree to work in good faith to resolve such dispute; and provided, further, that if an Operating Budget is not adopted and approved on or prior to the first day of any calendar year, the Borrower Entities shall become effective upon approval of adhere to the Common Security Trustee, acting reasonably Interim Operating Budget until such time as an Operating Budget is adopted and approved by the Administrative Agent (in consultation with the Independent EngineerExperts). (b) Subject to clauses (c) through (f) of this Section 5.11, operate and maintain the Portfolio Assets or cause the Portfolio Assets to be operated and maintained, in accordance with each Operating Budget. (c) The Borrower Entities shall not make expenditures in respect of Operating Costs in any fiscal year or, with respect to the period from and after the Restructuring Effective Date through December 31, 2003 (the "Initial Budget Period"), in such Initial Budget Period, in an aggregate amount in excess of 110% of the Budgeted Operating Costs for such fiscal year or the Initial Budget Period, as applicable, provided that, the Borrower Entities may make expenditures in any fiscal year or the Initial Budget Period, as applicable, in an aggregate amount in excess of 110%, but less than or equal to 115%, of the Budgeted Operating Costs for such fiscal year or the Initial Budget Period, as applicable, with the written consent of the Administrative Agent (after consultation with the Independent Experts) (such consent not to be unreasonably withheld, conditioned or delayed) and may make expenditures in any fiscal year or the Initial Budget Period, as applicable, in an aggregate amount in excess of 115% of the Budgeted Operating Costs for such fiscal year or the Initial Budget Period, as applicable, with the written consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed); provided, that if nothing in this Section 5.11 shall impose any spending limitation on or prevent the Common Security Trustee Borrower from making expenditures in excess of the Budgeted Operating Costs for the purchase of any fuel (including transportation thereof), Energy-Related Products, Allowances or Environmental Cap Ex required for the operation of the Portfolio Assets or for compliance with the Financing Documents; and provided, further, that, the Borrower may propose amendments to the then-existing Operating Budget due to material changes in the operation of the Portfolio Assets which amendments shall be subject to the receipt of the prior written consent of the Lead Arrangers, after consultation with the Independent Experts (such consent not to be unreasonably withheld, conditioned or delayed). The Borrower Entities shall not have approved make Capital Expenditures (other than Environmental Cap Ex), in any fiscal year or disapproved the Initial Budget Period, as applicable, in an aggregate amount in excess of 110% of the Capital Expenditures (other than Environmental Cap Ex) set forth in the Operating Budget within thirty in effect for such fiscal year or the Initial Budget Period, as applicable; provided, that, the Borrower Entities may make expenditures in any fiscal year or the Initial Budget Period, as applicable, in an aggregate amount in excess of 110%, but less than or equal to 115%, of the budgeted Capital Expenditures (30other than Environmental Cap Ex) days for such fiscal year or the Initial Budget Period, as applicable, with the written consent of the Administrative Agent (after receipt thereofconsultation with the Independent Experts) (such consent not to be unreasonably withheld, conditioned or delayed) and may make expenditures in any fiscal year or the Initial Budget Period, as applicable, in an aggregate amount in excess of 115% of the budgeted Capital Expenditures (other than Environmental Cap Ex) for such fiscal year or the Initial Budget Period, as applicable, with the written consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, it is understood and agreed that this Section 84 5.11(c), together with Section 5.11(d) below, imposes "line-item" budget expenditure restrictions only with respect to Capital Expenditures (other than Environmental Cap Ex) as set forth above. (d) The Borrower Entities shall not make re-allocations in respect of any line item of Budgeted Operating Cost in any fiscal year or the Initial Budget Period, as applicable, in excess of 10% of such line item of Budgeted Operating Cost for such fiscal years; provided, that, the Borrower Entities may make re-allocations in any fiscal year or the Initial Budget Period, as applicable, of any line item of Budgeted Operating Cost for such fiscal year or the Initial Budget Period, as applicable, in an excess of 10% of such line item of Budgeted Operating Cost, but less than or equal to 15% of such line item of Budgeted Operating Cost, with the written consent of the Administrative Agent (after consultation with the Independent Experts) (such consent not to be unreasonably withheld, conditioned or delayed) and may make re-allocations in any fiscal year or the Initial Budget Period, as applicable, in excess of 15% of a line item of Budgeted Operating Cost for such fiscal year or the Initial Budget Period, as applicable, with the written consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed). (e) Notwithstanding the foregoing, in the event of any Emergency, the Borrower Entities may make expenditures and/or reallocations in excess of the limitations set forth in clauses (c) and (d) to the extent of such amount reasonably necessary for the remediation of the conditions giving rise to such Emergency and otherwise in accordance with Prudent Industry Practice. (f) To the extent that modifications to, or deviations from, an approved Operating Budget have been consented to by the Administrative Agent or the Lead Arrangers, as applicable, such modifications or deviations shall be deemed to amend such approved Operating Budget and all references in this Agreement or the other Financing Documents to the Operating Budget shall be deemed to have been approved; and provided further that the Common Security Trustee shall have neither the right nor the obligation refer 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 Budgetso amended. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

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 and each new annual operating budget, as approved, being the “Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such operating plan and budget (the "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 Common Security Trustee, acting reasonably and in consultation with Management Committee (or the Independent Engineer; provided, that if the Common Security Trustee 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 Common Security Trustee 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. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

Operating Budget. (ai) No less than forty-five (45) days prior to the Substantial Completion in advance of each train of the Project, and no less than forty-five (45) days prior to the beginning of each calendar year thereafterFiscal Year, the Borrower shall prepare a proposed 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 Borrower and the Project Maintenance Capital Expenses for the ensuing calendar year (or, in the case of the initial Operating Budget, the remaining portion thereof) Fiscal Year and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such operating plan and budget at such time to the Administrative Agent. (the "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 EngineerFinancial Advisor and shall become effective upon approval, which shall set forth not be unreasonably withheld, conditioned or delayed, of the Administrative Agent (acting in consultation with the Consultants). If the Borrower shall not have adopted an annual Operating Budget before the beginning of any Fiscal Year or any Operating Budget adopted by the Borrower shall not have been accepted by the Administrative Agent before the beginning of any upcoming Fiscal Year, the Operating Budget for the preceding Fiscal Year shall, until the adoption of an annual Operating Budget, by the Borrower and acceptance of such Operating Budget, by the Administrative Agent, be deemed to be in force and effective as the annual Operating Budget for such upcoming Fiscal Year. (ii) Each Operating Budget delivered to the Administrative Agent pursuant to this Section 7.01(j) shall be accompanied by a memorandum detailing all material assumptions used in the preparation of such Operating Budget, and shall become effective upon approval of the Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the contain a line item for each Operating Budget within thirty (30) days after receipt thereofCategory, such Operating Budget shall be deemed to have been approved; and provided further that the Common Security Trustee shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter month and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quartermonth, and shall clearly distinguish Operation and Maintenance Expenses and Maintenance Capital Expenses. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

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 each Secured Debt Holder Group Representative 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 EngineerEngineer and shall become effective upon approval, which shall set forth not be unreasonably withheld, conditioned or delayed, of the Administrative Agent (acting in consultation with the Consultants). If the Borrower shall not have adopted an annual Operating Budget before the beginning of any Fiscal Year or any Operating Budget adopted by the Borrower shall not have been accepted by the Administrative Agent before the beginning of any upcoming Fiscal Year, the Operating Budget for the preceding Fiscal Year shall, until the adoption of an annual Operating Budget, as the case may be, by the Borrower and acceptance of such Operating Budget 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 Borrower shall work diligently to prepare an initial Operating Budget that is reasonably acceptable to the Administrative Agent. (ii) Each Operating Budget delivered to the Administrative Agent pursuant to this Section 7.01(j) shall be accompanied by a memorandum detailing all material assumptions used in the preparation of such Operating Budget, and shall become effective upon approval of the Common Security Trustee, acting reasonably and in consultation with the Independent Engineer; provided, that if the Common Security Trustee shall not have approved or disapproved the contain a line item for each Operating Budget within thirty (30) days after receipt thereofCategory, such Operating Budget shall be deemed to have been approved; and provided further that the Common Security Trustee shall have neither the right nor the obligation to approve costs for Gas purchase contracts for the Project contained in the Operating Budget. If the Borrower does not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is approved, the Operating Budget most recently in effect shall continue to apply; provided, that (A) any items of the proposed Operating Budget that have been approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter month and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quartermonth, and shall clearly distinguish Operation and Maintenance Expenses and Maintenance Capital Expenses. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

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 and each new annual operating budget, as approved, being the “Operating Budget, the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of such operating plan and budget (the "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 Common Security Trustee, acting reasonably and in consultation with Management Committee (or the Independent Engineer; provided, that if the Common Security Trustee 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 Common Security Trustee 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. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee (in consultation with the Independent Engineer), which consent shall not be unreasonably withheld, conditioned, or delayed.

Operating Budget. (a) No Deliver to the Administrative Agent an Operating Budget not less than forty-five (45) 30 days prior to the Substantial Completion of each train of the Project, and no less than forty-five (45) days prior to the beginning in advance of each calendar year thereafter, satisfying 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, contained in the case of the initial definition thereof; provided, that, with respect to any Operating Budget, if the remaining portion thereof) and provide the Independent Engineer, the Common Security Trustee, and each Secured Debt Holder Group Representative with a copy of Administrative Agent fails to approve such operating plan and budget (the "Operating Budget"). Each Operating Budget shall be prepared in accordance with a form approved by or provides notice to the Independent Engineer, shall set forth Borrower that it rejects all material assumptions used in the preparation or any portion of such Operating Budget, the Borrower and shall become effective upon approval of the Common Security Trustee, acting reasonably and Administrative Agent (in consultation with the Independent Engineer) agree to work in good faith to resolve such dispute; and provided, further, that if the Common Security Trustee shall not have approved or disapproved the an Operating Budget within thirty (30) days after receipt thereof, such Operating Budget shall be deemed is not adopted and approved on or prior to have been approved; and provided further that the 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 first day of any calendar year, the Borrower Entities shall adhere to the Interim Operating Budget until such proposed time as an 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 adopted and approved shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas purchase contracts for the Project shall be as provided by the Borrower and (C) all other items shall be increased by the lesser of (x) two and one-half percent (2.5%) and (y) the increase proposed by the Borrower for such item in such proposed Operating Budget. (b) Each Operating Budget delivered pursuant to this Section 6.12 shall contain Operating Budget Categories, and shall specify for each Fiscal Quarter and for each such Operating Budget Category the amount budgeted for such category for such Fiscal Quarter. (c) Each Operating Budget may only be amended with the prior written consent of the Common Security Trustee Administrative Agent (in consultation with the Independent Engineer). (b) Subject to clauses (c) through (e) of this Section 5.11, which consent operate and maintain the Portfolio Assets or cause the Portfolio Assets to be operated and maintained, in accordance with each Operating Budget. (c) The Borrower Entities shall not be unreasonably withheldmake expenditures in respect of Operating Costs in any fiscal year in an aggregate amount in excess of 105% of the Budgeted Operating Costs for such fiscal year, conditionedprovided that, the Borrower Entities may make expenditures in any fiscal year in an aggregate amount in excess of 105%, but less than or delayed.equal to 110%, of the Budgeted Operating Costs for such fiscal year with the written consent of the Administrative Agent (after consultation with the Independent Engineer) and may make expenditures in any fiscal year in an aggregate amount in excess of 110% of the Budgeted Operating Costs for such fiscal year with the written consent of the Required Lenders. The Borrower Entities shall not make Maintenance Expenditures in any fiscal year in an aggregate amount in excess of 105% of the Maintenance Expenditures set forth in the Operating Budget in effect for such fiscal year; provided, that, the Borrower Entities may make expenditures in any fiscal year in an aggregate amount in excess of 105%, but less than or equal to 110%, of the budgeted Maintenance Expenditures for such fiscal year with the written consent of the Administrative Agent (after