Common use of Operating Plan and Budget Clause in Contracts

Operating Plan and Budget. (a) Commencing with the budget for the calendar year 2006 and then annually thereafter, the Borrower shall submit to the Administrative Agent an annual budget for each Project (each an “Annual Budget”), in form and substance reasonably satisfactory to the Administrative Agent setting forth in detail budgeted monthly Operating Income and monthly Operating Expenses for each such Project (which may be in the form of the calendar year 2005 budget for each Project provided to the Administrative Agent prior to the Closing Date). The Annual Budget for each year shall be delivered together with the annual financial statement for the preceding year pursuant to Section 8.01(a). During any Low DSCR Trigger Period but not otherwise, the Administrative Agent shall have the right to approve such Annual Budget (including, without limitation, the Annual Budget for the portions of the calendar year in which such Low DSCR Trigger Period occurs following after the commencement of such Low DSCR Trigger Period). Within fifty (50) days following the end of any calendar quarter which comprises a Low DSCR Trigger Period, the Borrower shall deliver to the Administrative Agent for its approval the Annual Budget (in the format as described above) for the calendar year in which such Low DSCR Trigger Period occurs (together with a reconciliation to that Annual Budget of actual revenues and expenses year-to-date), and shall thereafter deliver to Administrative Agent for its approval the Annual Budget (in the format as described above) proposed by the Borrower for the succeeding calendar year, by no later than the November 15 preceding such calendar year. The Administrative Agent shall not unreasonably withhold its approval of any Annual Budget as required hereunder; provided, however, that if during any Low DSCR Trigger Period the actual monthly Operating Expenses exceed budgeted Operating Expenses in any month during any period by more than ten percent (10%), the Administrative Agent shall have the right to require the Borrower to submit for its approval a revised Annual Budget for review and approval by the Administrative Agent in its sole discretion. If the Administrative Agent objects to any proposed Annual Budget for which approval is required hereunder, the Administrative Agent shall advise the Borrower of such objections within fifteen (15) Business Days after receipt thereof (and deliver to the Borrower a reasonably detailed description of such objections), and the Borrower shall within five (5) days after receipt of notice of any such objections revise such Annual Budget and resubmit the same to the Administrative Agent (such procedure to be repeated until such time as the Administrative Agent shall approve such Annual Budget). Each such Annual Budget submitted to and (to the extent that such approval is required hereunder) approved by the Administrative Agent in accordance with terms hereof, as well as the budget for the current calendar year approved by the Administrative Agent on the Closing Date, shall hereinafter be referred to as an “Approved Annual Budget”. Until such time that the Administrative Agent has approved a proposed Annual Budget for which its approval is required hereunder, the most recently Approved Annual Budget shall apply for purposes of this Section 8.16; provided that such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums, utilities expenses and other fixed costs and shall otherwise be adjusted to reflect any change during the preceding year in the Consumer Price Index. Notwithstanding the foregoing, the Administrative Agent and the Lenders acknowledge that the Borrower is not required to operate under the terms of an Approved Annual Budget during any period other than a Low DSCR Trigger Period. (b) During any Low DSCR Trigger Period, the Borrower may at any time propose an amendment to an Approved Annual Budget for any Project for the remainder of the calendar year in which such Low DSCR Trigger Period has occurred, and, when approved as provided below, such amended Approved Annual Budget for such Project shall be deemed to be and shall be effective as the Approved Annual Budget for such Project for such calendar year. Prior to making any expenditures not reflected in any current Approved Annual Budget in excess of ten percent (10%) of the budgeted amount therefor, the Borrower shall propose an amendment to such Approved Annual Budget to the Administrative Agent for its approval in accordance with the standards for the granting or withholding of consent to Annual Budgets set forth in Section 8.16(a). The Administrative Agent shall have fifteen (15) Business Days after receipt of any proposed amendment to such Approved Annual Budget to approve or disapprove such proposed amendment.

Operating Plan and Budget. (a1) Commencing with Lead Borrower shall, no less than sixty (60) days after the budget for satisfaction of the calendar year 2006 Project Work Substantial Completion Conditions, and then annually thereafterthereafter not later than November 15th of the previous calendar year, the Borrower shall submit to the Administrative Agent for Administrative Agent’s written approval an annual operating and capital budget for each Project (each an “Annual Budget”), in form and substance reasonably satisfactory to the Administrative Agent setting forth in detail budgeted monthly Operating Income Revenues and monthly Operating Expenses for each such Project (which may be in the form of the calendar year 2005 budget for each Project provided to the Administrative Agent prior to the Closing Date). The Annual Budget for each year shall be delivered together with the annual financial statement and projected capital expenditures for the preceding year pursuant to Section 8.01(a)Project. During any Low DSCR Trigger Period but not otherwise, the Administrative Agent shall have the right to reasonably approve such Annual Budget (including, without limitation, such approval to be in the Annual Budget for Administration Agent’s sole discretion during an Event of Default and any period where Administrative Agent is taking action to remove the portions of the calendar year in which such Low DSCR Trigger Period occurs following after the commencement of such Low DSCR Trigger PeriodProperty Manager). Within fifty (50) days following the end of any calendar quarter which comprises a Low DSCR Trigger Period, the Borrower shall deliver to the Administrative Agent for its approval the Annual Budget (in the format as described above) for the calendar year in which such Low DSCR Trigger Period occurs (together with a reconciliation to that Annual Budget of actual revenues and expenses year-to-date), and shall thereafter deliver to Administrative Agent for its approval the Annual Budget (in the format as described above) proposed by the Borrower for the succeeding calendar year, by no later than the November 15 preceding such calendar year. The Administrative Agent shall not unreasonably withhold its approval of any Annual Budget as required hereunder; provided, however, that if during any Low DSCR Trigger Period the actual monthly Operating Expenses exceed budgeted Operating Expenses in any month during any period by more than ten percent (10%), the Administrative Agent shall have the right to require the Borrower to submit for its approval a revised Annual Budget for review and approval by the Administrative Agent in its sole discretion. If the Administrative Agent objects to any the proposed Annual Budget for which approval is required hereunderBudget, the Administrative Agent shall advise the Lead Borrower of such objections within fifteen (15) Business Days days after receipt thereof (and deliver to the Lead Borrower a reasonably detailed description of such objections), ) and the Lead Borrower shall within five (5) days after receipt of notice of any such objections revise such Annual Budget and resubmit the same to the Administrative Agent (such procedure to be repeated until such time as the Administrative Agent shall approve such Annual Budget). Each such Annual Budget submitted to and (to the extent that such approval is required hereunder) approved by the Administrative Agent in accordance with terms hereof, as well as the budget for the current calendar year approved by the Administrative Agent on the Closing Date, shall hereinafter be hereof is referred to herein as an “Approved Annual Budget”. .” Until such time that the Administrative Agent has approved a proposed Annual Budget for which its approval is required hereunderBudget, the most recently Approved Annual Budget shall apply for purposes of this Section 8.16; apply, provided that such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums, premiums and utilities expenses and other fixed costs and shall otherwise be adjusted to reflect any change during the preceding year in the Consumer Price Index. Notwithstanding the foregoing, the Administrative Agent and the Lenders acknowledge that the Borrower is not required to operate under the terms of an Approved Annual Budget during any period other than a Low DSCR Trigger Period. (b) During any Low DSCR Trigger Period, the Borrower may at any time propose an amendment to an Approved Annual Budget for any Project for the remainder of the calendar year in which such Low DSCR Trigger Period has occurred, and, when approved as provided below, such amended Approved Annual Budget for such Project shall be deemed to be and shall be effective as the Approved Annual Budget for such Project for such calendar year. Prior to making any expenditures not reflected in any current Approved Annual Budget in excess of ten percent (10%) of the budgeted amount therefor, the Borrower shall propose an amendment to such Approved Annual Budget to the Administrative Agent for its approval in accordance with the standards for the granting or withholding of consent to Annual Budgets set forth in Section 8.16(a). The Administrative Agent shall have fifteen (15) Business Days after receipt of any proposed amendment to such Approved Annual Budget to approve or disapprove such proposed amendment.

Operating Plan and Budget. Not later than sixty (a60) Commencing with days prior to the budget for the calendar Completion Date, and not later than November 1 of each year 2006 and then annually thereafter, the Borrower shall will submit to the Administrative Agent an annual budget for each Project (each an “Annual Budget”)approval, in form such approval not to be unreasonably withheld or delayed, a proposed Operating Plan and substance reasonably satisfactory to the Administrative Agent setting forth in detail budgeted monthly Operating Income and monthly Operating Expenses for each such Project (which may be in the form of the calendar year 2005 budget for each Project provided to the Administrative Agent prior to the Closing Date). The Annual Budget for each year shall be delivered together with the annual financial statement for the preceding year pursuant to Section 8.01(a). During any Low DSCR Trigger Period but not otherwise, the Administrative Agent shall have the right to approve such Annual Budget (including, without limitation, the Annual Budget for the portions next calendar year and a forecast of the operating profit of the Project for the next three (3) calendar year in which such Low DSCR Trigger Period occurs following after the commencement of such Low DSCR Trigger Period)years. Within fifty (50) days following the end of any calendar quarter which comprises a Low DSCR Trigger Period, the Borrower Each proposed Operating Plan and Budget shall deliver be subject to the reasonable approval of Administrative Agent for its approval acting in consultation with the Annual Budget (in the format as described above) for the calendar year in which such Low DSCR Trigger Period occurs (together with a reconciliation to that Annual Budget of actual revenues and expenses year-to-date), and shall thereafter deliver to Administrative Agent for its approval the Annual Budget (in the format as described above) proposed by the Borrower for the succeeding calendar year, by no later than the November 15 preceding such calendar yearEngineer. The Administrative Agent shall not unreasonably withhold its approval of any Annual Budget as required hereunder; provided, however, that if during any Low DSCR Trigger Period the actual monthly Operating Expenses exceed budgeted Operating Expenses in any month during any period by more than ten percent (10%), the Administrative Agent shall have the right to require the Borrower to submit for its approval a revised Annual Budget for review and approval Failure by the Administrative Agent in its sole discretion. If the Administrative Agent objects to any proposed Annual Budget for which approval is required hereunder, the Administrative Agent shall advise the Borrower of such objections within fifteen (15) Business Days after receipt thereof (and deliver to the Borrower a reasonably detailed description of such objections), and the Borrower shall within five (5) days after receipt of notice of any such objections revise such Annual Budget and resubmit the same to the Administrative Agent (such procedure to be repeated until such time as the Administrative Agent shall approve such Annual Budget). Each such Annual Budget submitted to and (to the extent that such approval is required hereunder) approved by the Administrative Agent in accordance with terms hereof, as well as the budget for the current calendar year approved by the Administrative Agent on the Closing Date, shall hereinafter be referred to as an “Approved Annual Budget”. Until such time that the Administrative Agent has approved a proposed Annual Budget for which its approval is required hereunder, the most recently Approved Annual Budget shall apply for purposes of this Section 8.16; provided that such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums, utilities expenses and other fixed costs and shall otherwise be adjusted to reflect any change during the preceding year in the Consumer Price Index. Notwithstanding the foregoing, the Administrative Agent and the Lenders acknowledge that the Borrower is not required to operate under the terms of an Approved Annual Budget during any period other than a Low DSCR Trigger Period. (b) During any Low DSCR Trigger Period, the Borrower may at any time propose an amendment to an Approved Annual Budget for any Project for the remainder of the calendar year in which such Low DSCR Trigger Period has occurred, and, when approved as provided below, such amended Approved Annual Budget for such Project shall be deemed to be and shall be effective as the Approved Annual Budget for such Project for such calendar year. Prior to making any expenditures not reflected in any current Approved Annual Budget in excess of ten percent (10%) of the budgeted amount therefor, the Borrower shall propose an amendment to such Approved Annual Budget to the Administrative Agent for its approval in accordance with the standards for the granting or withholding of consent to Annual Budgets set forth in Section 8.16(a). The Administrative Agent shall have fifteen (15) Business Days after receipt of any proposed amendment to such Approved Annual Budget to approve or disapprove such proposed amendmentOperating Plan and Budget within sixty (60) days after receipt thereof shall be deemed to be an approval by the Administrative Agent of such proposed Operating Plan and Budget as the final Operating Plan and Budget. In the event that the Administrative Agent disapproves Borrower’s proposed Operating Plan and Budget within the time period specified above, until a new Operating Plan and Budget is agreed by Borrower and the Administrative Agent, Borrower shall operate and maintain the Project, or cause the Project to be operated and maintained, within amounts for any Budget Category not to exceed 110% (on a year-to-date basis) of the amounts budgeted therefor as set forth in the then current Operating Plan and Budget as previously approved or deemed approved by Administrative Agent; provided, that (i) expenditures for corn and other feedstocks, natural gas, denaturant and other items dependent on the operation of the Project shall be adjusted for purposes of this Section 5.1(g) to the extent the actual operation of the Project differs from that assumed in the then applicable Operating Plan and Budget, and to the extent that prices paid for such items differ from those assumed in the then applicable Operating Plan and Budget, (ii) expenditures under any Major Project Documents shall be increased by the amount of any cost adjustments provided in such Major Project Documents, and (iii) Borrower may propose an amendment to the then current Operating Plan and Budget for Administrative Agent’s approval (which proposal Administrative Agent shall consider in good faith) if at any time Borrower cannot reasonably maintain, using its best efforts, the amounts for any Budget Category within the 110% limitations for such year. Borrower will have the right to revise any Operating Plan and Budget from time-to-time with the prior written approval of the Administrative Agent, which will not be unreasonably withheld or delayed. Once approved by the Administrative Agent, an Operating Plan and Budget or a revised Operating Plan and Budget will supersede all prior Operating Plans and Budgets and will continue in effect until a subsequent Operating Plan and Budget has been approved by the Administrative Agent.

Operating Plan and Budget. (a) Commencing with the budget for the calendar year 2006 2012 and then annually thereafter, the Borrower shall submit to the Administrative Agent an annual budget for each Project (each an “Annual Budget”), in form and substance reasonably satisfactory to the Administrative Agent setting forth in detail budgeted monthly Operating Income and monthly Operating Expenses for each such Project (which may be in the form of the calendar year 2005 2011 budget for each Project provided to the Administrative Agent prior to the Closing Date). The Annual Budget for each year shall be delivered together with the annual financial statement for the preceding year pursuant to Section 8.01(a). During any Low DSCR Cash Trap Trigger Period but not otherwise, the Administrative Agent shall have the right to approve such Annual Budget (including, without limitation, the Annual Budget for the portions of the calendar year in which such Low DSCR Cash Trap Trigger Period occurs following after the commencement of such Low DSCR Cash Trap Trigger Period). Within fifty (50) days following the end of any calendar quarter which comprises a Low DSCR Cash Trap Trigger Period, the Borrower shall deliver to the Administrative Agent for its approval the Annual Budget (in the format as described above) for the calendar year in which such Low DSCR Cash Trap Trigger Period occurs (together with a reconciliation to that Annual Budget of actual revenues and expenses year-to-date), and shall thereafter deliver to Administrative Agent for its approval the Annual Budget (in the format as described above) proposed by the Borrower for the succeeding calendar year, by no later than the November 15 preceding such calendar year. The Administrative Agent shall not unreasonably withhold its approval of any Annual Budget as required hereunder; provided, however, that if during any Low DSCR Cash Trap Trigger Period the actual monthly Operating Expenses exceed budgeted Operating Expenses in any month during any period by more than ten percent (10%), the Administrative Agent shall have the right to require the Borrower to submit for its approval a revised Annual Budget for review and approval by the Administrative Agent in its sole discretion. If the Administrative Agent objects to any proposed Annual Budget for which approval is required hereunder, the Administrative Agent shall advise the Borrower of such objections within fifteen (15) Business Days after receipt thereof (and deliver to the Borrower a reasonably detailed description of such objections), and the Borrower shall within five (5) days after receipt of notice of any such objections revise such Annual Budget and resubmit the same to the Administrative Agent (such procedure to be repeated until such time as the Administrative Agent shall approve such Annual Budget). Each such Annual Budget submitted to and (to the extent that such approval is required hereunder) approved by the Administrative Agent in accordance with terms hereof, as well as the budget for the current calendar year approved by the Administrative Agent on the Closing Date, shall hereinafter be referred to as an “Approved Annual Budget”. Until such time that the Administrative Agent has approved a proposed Annual Budget for which its approval is required hereunder, the most recently Approved Annual Budget shall apply for purposes of this Section 8.16; provided that such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums, utilities expenses and other fixed costs and shall otherwise be adjusted to reflect any change during the preceding year in the Consumer Price Index. Notwithstanding the foregoing, the Administrative Agent and the Lenders acknowledge that the Borrower is not required to operate under the terms of an Approved Annual Budget during any period other than a Low DSCR Cash Trap Trigger Period. (b) During any Low DSCR Cash Trap Trigger Period, the Borrower may at any time propose an amendment to an Approved Annual Budget for any Project for the remainder of the calendar year in which such Low DSCR Cash Trap Trigger Period has occurred, and, when approved as provided below, such amended Approved Annual Budget for such Project shall be deemed to be and shall be effective as the Approved Annual Budget for such Project for such calendar year. Prior to making any expenditures not reflected in any current Approved Annual Budget in excess of ten percent (10%) of the budgeted amount therefor, the Borrower shall propose an amendment to such Approved Annual Budget to the Administrative Agent for its approval in accordance with the standards for the granting or withholding of consent to Annual Budgets set forth in Section 8.16(a). The Administrative Agent shall have fifteen (15) Business Days after receipt of any proposed amendment to such Approved Annual Budget to approve or disapprove such proposed amendment.

Operating Plan and Budget. (a) Commencing with No less than forty-five (45) days prior to the budget target date for the calendar year 2006 and then annually thereafteroccurrence of the initial Commercial Operation Date, the Borrower shall submit adopt and cause its Subsidiaries to adopt an operating plan and a budget of Project Revenues (as defined in the Senior Credit Agreement) and Operation and Maintenance Expenses for the period from such date to the Administrative Agent end of the first Operating Year, and, no less than forty-five (45) days in advance of the beginning of each Operating Year thereafter, it will similarly adopt and cause its Subsidiaries to adopt an annual operating plan and a budget of Operation and Maintenance Expenses for the ensuing Operating Year. Such operating plan and budget for each Project (each an Operating Year is herein called an “Annual Operating Budget”), in form and substance reasonably satisfactory . Copies of the proposed Operating Budget for each period shall be submitted at least forty-five (45) days before final adoption thereof to the Administrative Agent setting forth in detail budgeted monthly Agent, and no Operating Income and monthly Operating Expenses for each such Project (which may Budget shall be in adopted without the form prior written approval of the calendar year 2005 budget for each Project provided Agent (in consultation with the Independent Engineer). The Agent shall indicate in writing its approval, disapproval or modifications to the Administrative Operating Budget within twenty (20) days upon receipt of such Operating Budget. In the event that the prior written approval of the Agent for a proposed Operating Budget is not obtained prior to the Closing Date)first day of the Operating Year to which such proposed Operating Budget relates, the Borrowers may continue to operate the Project in accordance with the Operating Budget then in effect with the budgeted cost of each budget item being increased to the lesser of (i) the amount therefor in the proposed Operating Budget or (ii) one hundred and two and one-half percent (102.5%) of the amount of the budgeted cost of such budget item in the current Operating Budget. The Annual Copies of the final Operating Budget so adopted shall be furnished to the Agent promptly upon the adoption thereof; provided that if the initial Operating Budget for each year shall be delivered together with any Plant or the annual financial statement for Project is not approved by the preceding year pursuant to Section 8.01(a). During any Low DSCR Trigger Period but not otherwise, administrative agent under the Administrative Agent shall have the right to approve such Annual Budget (including, without limitation, the Annual Budget for the portions of the calendar year in which such Low DSCR Trigger Period occurs following after the commencement of such Low DSCR Trigger Period). Within fifty (50) days following the end of any calendar quarter which comprises a Low DSCR Trigger PeriodSenior Credit Agreement, the Borrower shall deliver cause its Subsidiaries to operate such Plant or the Administrative Agent for its approval Project in accordance with the Annual Budget Base Case Projections (as defined in the format Senior Credit Agreement) as described above) for of the calendar year in which such Low DSCR Trigger Period occurs Closing Date (together with a reconciliation to or any update thereof that Annual Budget of actual revenues and expenses year-to-date), and shall thereafter deliver to Administrative Agent for its approval the Annual Budget (in the format as described above) proposed by the Borrower for the succeeding calendar year, by no later than the November 15 preceding such calendar year. The Administrative Agent shall not unreasonably withhold its approval of any Annual Budget as required hereunder; provided, however, that if during any Low DSCR Trigger Period the actual monthly Operating Expenses exceed budgeted Operating Expenses in any month during any period by more than ten percent (10%), the Administrative Agent shall have the right to require the Borrower to submit for its approval a revised Annual Budget for review and approval by the Administrative Agent in its sole discretion. If the Administrative Agent objects to any proposed Annual Budget for which approval is required hereunder, the Administrative Agent shall advise the Borrower of such objections within fifteen (15) Business Days after receipt thereof (and deliver to the Borrower a reasonably detailed description of such objections), and the Borrower shall within five (5) days after receipt of notice of any such objections revise such Annual Budget and resubmit the same to the Administrative Agent (such procedure to be repeated until such time as the Administrative Agent shall approve such Annual Budget). Each such Annual Budget submitted to and (to the extent that such approval is required hereunder) has been approved by the Administrative Agent in accordance with terms hereof, as well as the budget for the current calendar year approved by the Administrative Agent on the Closing Date, shall hereinafter be referred to as an “Approved Annual Budget”. Until such time that the Administrative Agent has approved a proposed Annual Budget for which its approval is required hereunder, the most recently Approved Annual Budget shall apply for purposes of this Section 8.16; provided that such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums, utilities expenses and other fixed costs and shall otherwise be adjusted to reflect any change during the preceding year in the Consumer Price Index. Notwithstanding the foregoing, the Administrative Agent and the Lenders acknowledge that the Borrower is not required to operate administrative agent under the terms Senior Credit Agreement) with the budgeted cost of each budget item being no greater than one hundred and two and one-half percent (102.5%) of the amount of the budgeted cost of such budget item in such Base Case Projections until an Approved Annual initial Operating Budget during any period other than a Low DSCR Trigger Periodis approved. (b) During Each Operating Budget shall be prepared on a cash basis and shall specify, for each month during the Operating Year (i) the Project revenues anticipated to be received, and (ii) the Operation and Maintenance Expenses (by category), together with a comparative presentation of Operation and Maintenance Expenses for each month in the prior Operating Year, and shall describe in reasonable detail (A) the maintenance schedule, anticipated staffing plans, mobilization schedules, capital expenditure requirements (including the Maintenance Capital Expenses), equipment acquisitions and spare parts and consumable inventories (including a breakdown of capital items and expense items), and administrative activities and (B) any Low DSCR Trigger Period, other material underlying assumptions in connection with the proposed Operating Budget. (c) The Borrower Affiliate Parties may at any time propose an amendment to an Approved Annual Budget for any Project amended annual budget for the remainder of the calendar year in which such Low DSCR Trigger Period has occurred, then current Operating Year and, when approved as provided belowand if so adopted pursuant to this Section 7.3.8, such amended Approved Annual Budget for such Project it shall be deemed to be and shall be effective as the Approved Annual annual Operating Budget. Copies of any such amended Operating Budget for which is proposed shall be furnished at least 10 days before final adoption thereof to the Agent, and no such Project for such calendar year. Prior to making any expenditures not reflected in any current Approved Annual amended Operating Budget in excess of ten percent (10%) shall be adopted without the prior written approval of the budgeted amount therefor, Agent. Copies of the Borrower final amended Operating Budget shall propose an amendment to such Approved Annual Budget be furnished to the Administrative Agent for its approval in accordance with the standards for the granting or withholding of consent to Annual Budgets set forth in Section 8.16(a). The Administrative Agent shall have fifteen (15) Business Days promptly after receipt of any proposed amendment to such Approved Annual Budget to approve or disapprove such proposed amendmentadoption thereof.

Operating Plan and Budget. (a1) Commencing with If Borrower has elected to extend the budget for Maturity Date pursuant to Section 2.5, Borrower shall, no less than sixty (60) days prior to the calendar year 2006 original Maturity Date, and then annually thereafterthereafter not later than November 15th of the previous calendar year, the Borrower shall submit to the Administrative Agent for the Administrative Agent’s written approval an annual budget for each Project (each an “Annual Budget”), in form and substance reasonably satisfactory to the Administrative Agent setting forth in detail budgeted monthly Operating Income Revenues and monthly Operating Expenses for each such Project (which may be in the form of the calendar year 2005 budget for each Project provided to the Administrative Agent prior to the Closing Date)Project. The Annual Budget for each year shall be delivered together with the annual financial statement for the preceding year pursuant to Section 8.01(a). During any Low DSCR Trigger Period but not otherwise, the Administrative Agent shall have the right to approve such Annual Budget (including, without limitation, such approval to be in the Annual Budget for the portions of the calendar year in which such Low DSCR Trigger Period occurs following after the commencement of such Low DSCR Trigger Period). Within fifty (50) days following the end of Administration Agent’s sole and absolute discretion during any calendar quarter which comprises a Low DSCR Trigger Period, the Borrower shall deliver to period where the Administrative Agent for its approval is taking action to remove the Annual Budget (in the format as described above) for the calendar year in which such Low DSCR Trigger Period occurs (together with a reconciliation to that Annual Budget of actual revenues and expenses year-to-dateManager), and shall thereafter deliver to Administrative Agent for its approval the Annual Budget (in the format as described above) proposed by the Borrower for the succeeding calendar year, by no later than the November 15 preceding such calendar year. The Administrative Agent shall not unreasonably withhold its approval of any Annual Budget as required hereunder; provided, however, that if during any Low DSCR Trigger Period the actual monthly Operating Expenses exceed budgeted Operating Expenses in any month during any period by more than ten percent (10%), the Administrative Agent shall have the right to require the Borrower to submit for its approval a revised Annual Budget for review and approval by the Administrative Agent in its sole discretion. If the Administrative Agent objects to any the proposed Annual Budget for which approval is required hereunderBudget, the Administrative Agent shall advise the Borrower of such objections within fifteen (15) Business Days days after receipt thereof (and deliver to the Borrower a reasonably detailed description of such objections), ) and the Borrower shall within five ten (510) days after receipt of notice of any such objections revise such Annual Budget and resubmit the same to the Administrative Agent (such procedure to be repeated until such time as the Administrative Agent shall approve such Annual Budget). Each such Annual Budget submitted to and (to the extent that such approval is required hereunder) approved by the Administrative Agent in accordance with terms hereof, as well as the budget for the current calendar year approved by the Administrative Agent on the Closing Date, shall hereinafter be referred to as an “Approved Annual Budget”. .” Until such time that the Administrative Agent has approved a proposed Annual Budget for which its approval is required hereunderBudget, the most recently Approved Annual Budget shall apply for purposes of this Section 8.16; apply, provided that such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums, premiums and utilities expenses and other fixed costs and shall otherwise be adjusted to reflect any change during the preceding year in the Consumer Price Index. Notwithstanding the foregoing, the Administrative Agent and the Lenders acknowledge that the Borrower is not required to operate under the terms of an Approved Annual Budget during any period other than a Low DSCR Trigger Period. (b) During any Low DSCR Trigger Period, the Borrower may at any time propose an amendment to an Approved Annual Budget for any Project for the remainder of the calendar year in which such Low DSCR Trigger Period has occurred, and, when approved as provided below, such amended Approved Annual Budget for such Project shall be deemed to be and shall be effective as the Approved Annual Budget for such Project for such calendar year. Prior to making any expenditures not reflected in any current Approved Annual Budget in excess of ten percent (10%) of the budgeted amount therefor, the Borrower shall propose an amendment to such Approved Annual Budget to the Administrative Agent for its approval in accordance with the standards for the granting or withholding of consent to Annual Budgets set forth in Section 8.16(a). The Administrative Agent shall have fifteen (15) Business Days after receipt of any proposed amendment to such Approved Annual Budget to approve or disapprove such proposed amendment.

Operating Plan and Budget. No less than forty-five (a45) Commencing with days in advance of the budget for the calendar year 2006 and then annually thereafterbeginning of each Operating Year, the Borrower will cause its Subsidiaries to adopt an operating plan and a budget of Operation and Maintenance Expenses for the ensuing Operating Year. Such operating plan and budget for an Operating Year is herein called an “Operating Budget.” Copies of the proposed Operating Budget for each period shall submit be submitted at least forty-five (45) days before final adoption thereof to the Administrative Agent an annual budget for each Project (each an “Annual Budget”), in form and substance reasonably satisfactory to the Administrative Agent setting forth in detail budgeted monthly Operating Income and monthly Operating Expenses for each such Project (which may be in the form of the calendar year 2005 budget for each Project provided to the Administrative Agent prior to the Closing Date). The Annual Budget for each year shall be delivered together with the annual financial statement for the preceding year pursuant to Section 8.01(a). During any Low DSCR Trigger Period but not otherwise, the Administrative Agent shall have the right to approve such Annual Budget (including, without limitation, the Annual Budget for the portions of the calendar year in which such Low DSCR Trigger Period occurs following after the commencement of such Low DSCR Trigger Period). Within fifty (50) days following the end of any calendar quarter which comprises a Low DSCR Trigger Period, the Borrower shall deliver to the Administrative Agent for its approval the Annual Budget (in the format as described above) for the calendar year in which such Low DSCR Trigger Period occurs (together with a reconciliation to that Annual Budget of actual revenues and expenses year-to-date)Agent, and shall thereafter deliver to Administrative Agent for its approval the Annual Budget (in the format as described above) proposed by the Borrower for the succeeding calendar year, by no later than the November 15 preceding such calendar year. The Administrative Agent shall not unreasonably withhold its approval of any Annual Budget as required hereunder; provided, however, that if during any Low DSCR Trigger Period the actual monthly Operating Expenses exceed budgeted Operating Expenses in any month during any period by more than ten percent (10%), the Administrative Agent shall have the right to require the Borrower to submit for its approval a revised Annual Budget for review and approval by the Administrative Agent in its sole discretion. If the Administrative Agent objects to any proposed Annual Budget for which approval is required hereunder, the Administrative Agent shall advise the Borrower of such objections within fifteen (15) Business Days after receipt thereof (and deliver to the Borrower a reasonably detailed description of such objections), and the Borrower shall within five (5) days after receipt of notice of any such objections revise such Annual Budget and resubmit the same to the Administrative Agent (such procedure to be repeated until such time as the Administrative Agent shall approve such Annual Budget). Each such Annual Budget submitted to and (to the extent that such approval is required hereunder) approved by the Administrative Agent in accordance with terms hereof, as well as the budget for the current calendar year approved by the Administrative Agent on the Closing Date, shall hereinafter be referred to as an “Approved Annual Budget”. Until such time that the Administrative Agent has approved a proposed Annual Budget for which its approval is required hereunder, the most recently Approved Annual Budget shall apply for purposes of this Section 8.16; provided that such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums, utilities expenses and other fixed costs and shall otherwise be adjusted to reflect any change during adopted without the preceding year in the Consumer Price Index. Notwithstanding the foregoing, prior written approval of the Administrative Agent and the Required Lenders acknowledge that the Borrower is not required to operate under the terms of an Approved Annual Budget during any period other than a Low DSCR Trigger Period. (b) During any Low DSCR Trigger Period, the Borrower may at any time propose an amendment to an Approved Annual Budget for any Project for the remainder of the calendar year in which such Low DSCR Trigger Period has occurred, and, when approved as provided below, such amended Approved Annual Budget for such Project shall be deemed to be and shall be effective as the Approved Annual Budget for such Project for such calendar year. Prior to making any expenditures not reflected in any current Approved Annual Budget in excess of ten percent (10%) of the budgeted amount therefor, the Borrower shall propose an amendment to such Approved Annual Budget to the Administrative Agent for its approval in accordance consultation with the standards for the granting or withholding of consent to Annual Budgets set forth in Section 8.16(aIndependent Engineer). The Administrative Agent shall have fifteen indicate in writing its approval (15together with that of the Required Lenders), disapproval or modifications to the Operating Budget within twenty (20) Business Days after days upon receipt of any such Operating Budget. In the event that the prior written approval of the Administrative Agent and the Required Lenders for a proposed amendment Operating Budget is not obtained prior to such Approved Annual Budget the first day of the Operating Year to approve or disapprove which such proposed amendmentOperating Budget relates, the respective Subsidiary may continue to operate the Project in accordance with the Operating Budget then in effect with the budgeted cost of each budget item being increased to the lesser of (i) the amount therefor in the proposed Operating Budget or (ii) one hundred and two and one-half percent (102.5%) of the amount of the budgeted cost of such budget item in the current Operating Budget. Copies of the final Operating Budget so adopted shall be furnished to the Administrative Agent (and distributed to the Lenders) promptly upon the adoption thereof; provided that if the initial Operating Budget for any Plant or the Project is not approved by the administrative agent under the Senior Credit Agreement, the Borrower shall cause its Subsidiaries to operate such Plant or the Project in accordance with the Base Case Projections (as defined in the Senior Credit Agreement) as of the Closing Date (or any update thereof that has been approved by the administrative agent under the Senior Credit Agreement) with the budgeted cost of each budget item being no greater than one hundred and two and one-half percent (102.5%) of the amount of the budgeted cost of such budget item in such Base Case Projections until an initial Operating Budget is approved.

Operating Plan and Budget. (a) Commencing with the budget for the calendar year 2006 2011 and then annually thereafter, the Borrower shall submit to the Administrative Agent an annual budget for each Project (each an “Annual Budget”), in form and substance reasonably satisfactory to the Administrative Agent setting forth in detail budgeted monthly Operating Income and monthly Operating Expenses for each such Project (which may be in the form of the calendar year 2005 2010 budget for each Project provided to the Administrative Agent prior to the Closing Date). The Annual Budget for each year shall be delivered together with the annual financial statement for the preceding year pursuant to Section 8.01(a). During any Low DSCR Cash Trap Trigger Period but not otherwise, the Administrative Agent shall have the right to approve such Annual Budget (including, without limitation, the Annual Budget for the portions of the calendar year in which such Low DSCR Cash Trap Trigger Period occurs following after the commencement of such Low DSCR Cash Trap Trigger Period). Within fifty (50) days following the end of any calendar quarter which comprises a Low DSCR Cash Trap Trigger Period, the Borrower shall deliver to the Administrative Agent for its approval the Annual Budget (in the format as described above) for the calendar year in which such Low DSCR Cash Trap Trigger Period occurs (together with a reconciliation to that Annual Budget of actual revenues and expenses year-to-date), and shall thereafter deliver to Administrative Agent for its approval the Annual Budget (in the format as described above) proposed by the Borrower for the succeeding calendar year, by no later than the November 15 preceding such calendar year. The Administrative Agent shall not unreasonably withhold its approval of any Annual Budget as required hereunder; provided, however, that if during any Low DSCR Cash Trap Trigger Period the actual monthly Operating Expenses exceed budgeted Operating Expenses in any month during any period by more than ten percent (10%), the Administrative Agent shall have the right to require the Borrower to submit for its approval a revised Annual Budget for review and approval by the Administrative Agent in its sole discretion. If the Administrative Agent objects to any proposed Annual Budget for which approval is required hereunder, the Administrative Agent shall advise the Borrower of such objections within fifteen (15) Business Days after receipt thereof (and deliver to the Borrower a reasonably detailed description of such objections), and the Borrower shall within five (5) days after receipt of notice of any such objections revise such Annual Budget and resubmit the same to the Administrative Agent (such procedure to be repeated until such time as the Administrative Agent shall approve such Annual Budget). Each such Annual Budget submitted to and (to the extent that such approval is required hereunder) approved by the Administrative Agent in accordance with terms hereof, as well as the budget for the current calendar year approved by the Administrative Agent on the Closing Date, shall hereinafter be referred to as an “Approved Annual Budget”. Until such time that the Administrative Agent has approved a proposed Annual Budget for which its approval is required hereunder, the most recently Approved Annual Budget shall apply for purposes of this Section 8.16; provided that such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums, utilities expenses and other fixed costs and shall otherwise be adjusted to reflect any change during the preceding year in the Consumer Price Index. Notwithstanding the foregoing, the Administrative Agent and the Lenders acknowledge that the Borrower is not required to operate under the terms of an Approved Annual Budget during any period other than a Low DSCR Cash Trap Trigger Period. (b) During any Low DSCR Cash Trap Trigger Period, the Borrower may at any time propose an amendment to an Approved Annual Budget for any Project for the remainder of the calendar year in which such Low DSCR Cash Trap Trigger Period has occurred, and, when approved as provided below, such amended Approved Annual Budget for such Project shall be deemed to be and shall be effective as the Approved Annual Budget for such Project for such calendar year. Prior to making any expenditures not reflected in any current Approved Annual Budget in excess of ten percent (10%) of the budgeted amount therefor, the Borrower shall propose an amendment to such Approved Annual Budget to the Administrative Agent for its approval in accordance with the standards for the granting or withholding of consent to Annual Budgets set forth in Section 8.16(a). The Administrative Agent shall have fifteen (15) Business Days after receipt of any proposed amendment to such Approved Annual Budget to approve or disapprove such proposed amendment.

Operating Plan and Budget. (a) Commencing with the budget for the calendar year 2006 2009 and then annually thereafter, the Borrower shall submit to the Administrative Agent an annual budget for each Project (each an “Annual Budget”), in form and substance reasonably satisfactory to the Administrative Agent setting forth in detail budgeted monthly Operating Income and monthly Operating Expenses for each such Project (which may be in the form of the calendar year 2005 2008 budget for each Project provided to the Administrative Agent prior to the Closing Date). The Annual Budget for each year shall be delivered together with the annual financial statement for the preceding year pursuant to Section 8.01(a). During any Low DSCR Trigger Period but not otherwise, the Administrative Agent shall have the right to approve such Annual Budget (including, without limitation, the Annual Budget for the portions of the calendar year in which such Low DSCR Trigger Period occurs following after the commencement of such Low DSCR Trigger Period). Within fifty (50) days following the end of any calendar quarter which comprises a Low DSCR Trigger Period, the Borrower shall deliver to the Administrative Agent for its approval the Annual Budget (in the format as described above) for the calendar year in which such Low DSCR Trigger Period occurs (together with a reconciliation to that Annual Budget of actual revenues and expenses year-to-date), and shall thereafter deliver to Administrative Agent for its approval the Annual Budget (in the format as described above) proposed by the Borrower for the succeeding calendar year, by no later than the November 15 preceding such calendar year. The Administrative Agent shall not unreasonably withhold its approval of any Annual Budget as required hereunder; provided, however, that if during any Low DSCR Trigger Period the actual monthly Operating Expenses exceed budgeted Operating Expenses in any month during any period by more than ten percent (10%), the Administrative Agent shall have the right to require the Borrower to submit for its approval a revised Annual Budget for review and approval by the Administrative Agent in its sole discretion. If the Administrative Agent objects to any proposed Annual Budget for which approval is required hereunder, the Administrative Agent shall advise the Borrower of such objections within fifteen (15) Business Days after receipt thereof (and deliver to the Borrower a reasonably detailed description of such objections), and the Borrower shall within five (5) days after receipt of notice of any such objections revise such Annual Budget and resubmit the same to the Administrative Agent (such procedure to be repeated until such time as the Administrative Agent shall approve such Annual Budget). Each such Annual Budget submitted to and (to the extent that such approval is required hereunder) approved by the Administrative Agent in accordance with terms hereof, as well as the budget for the current calendar year approved by the Administrative Agent on the Closing Date, shall hereinafter be referred to as an “Approved Annual Budget”. Until such time that the Administrative Agent has approved a proposed Annual Budget for which its approval is required hereunder, the most recently Approved Annual Budget shall apply for purposes of this Section 8.16; provided that such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums, utilities expenses and other fixed costs and shall otherwise be adjusted to reflect any change during the preceding year in the Consumer Price Index. Notwithstanding the foregoing, the Administrative Agent and the Lenders acknowledge that the Borrower is not required to operate under the terms of an Approved Annual Budget during any period other than a Low DSCR Trigger Period. (b) During any Low DSCR Trigger Period, the Borrower may at any time propose an amendment to an Approved Annual Budget for any Project for the remainder of the calendar year in which such Low DSCR Trigger Period has occurred, and, when approved as provided below, such amended Approved Annual Budget for such Project shall be deemed to be and shall be effective as the Approved Annual Budget for such Project for such calendar year. Prior to making any expenditures not reflected in any current Approved Annual Budget in excess of ten percent (10%) of the budgeted amount therefor, the Borrower shall propose an amendment to such Approved Annual Budget to the Administrative Agent for its approval in accordance with the standards for the granting or withholding of consent to Annual Budgets set forth in Section 8.16(a). The Administrative Agent shall have fifteen (15) Business Days after receipt of any proposed amendment to such Approved Annual Budget to approve or disapprove such proposed amendment.

Operating Plan and Budget. (a) Commencing with On or before the Facility A Project Completion Date or the Facility B Project Completion Date, as applicable, the applicable Borrower shall adopt an operating plan and a budget of Operation and Maintenance Expenses in respect of the applicable Facility for the period from such date to the end of the first Operating Year of such Facility, and, no less than thirty (30) days in advance of the beginning of each Operating Year of such Facility thereafter, it shall similarly adopt an operating plan and a budget of Operation and Maintenance Expenses for such Operating Year for such Facility (such operating plan and budget for an Operating Year, an “Operating Budget”). Copies of the calendar year 2006 and then annually thereafter, the Borrower proposed Operating Budget for each Operating Year shall submit be furnished at least thirty (30) days before final adoption thereof to the Administrative Agent an annual budget for each Project (each an “Annual Budget”), in form and substance reasonably satisfactory to the Administrative Agent setting forth in detail budgeted monthly Operating Income and monthly Operating Expenses for each such Project (which may be in the form of the calendar year 2005 budget for each Project provided to the Administrative Agent prior to the Closing Date). The Annual Budget for each year shall be delivered together with the annual financial statement for the preceding year pursuant to Section 8.01(a). During any Low DSCR Trigger Period but not otherwise, the Administrative Agent shall have the right to approve such Annual Budget (including, without limitation, the Annual Budget for the portions of the calendar year in which such Low DSCR Trigger Period occurs following after the commencement of such Low DSCR Trigger Period). Within fifty (50) days following the end of any calendar quarter which comprises a Low DSCR Trigger Period, the Borrower shall deliver to the Administrative Agent for its approval the Annual Budget (in the format as described above) for the calendar year in which such Low DSCR Trigger Period occurs (together with a reconciliation to that Annual Budget of actual revenues and expenses year-to-date)Agent, and shall thereafter deliver to Administrative Agent for its approval the Annual Budget (in the format as described above) proposed by the Borrower for the succeeding calendar year, by no later than the November 15 preceding such calendar year. The Administrative Agent shall not unreasonably withhold its approval of any Annual Budget as required hereunder; provided, however, that if during any Low DSCR Trigger Period the actual monthly Operating Expenses exceed budgeted Operating Expenses in any month during any period by more than ten percent (10%), the Administrative Agent shall have the right to require the Borrower to submit for its approval a revised Annual Budget for review and approval by the Administrative Agent in its sole discretion. If the Administrative Agent objects to any proposed Annual Budget for which approval is required hereunder, the Administrative Agent shall advise the Borrower of such objections within fifteen (15) Business Days after receipt thereof (and deliver to the Borrower a reasonably detailed description of such objections), and the Borrower shall within five (5) days after receipt of notice of any such objections revise such Annual Budget and resubmit the same to the Administrative Agent (such procedure to be repeated until such time as the Administrative Agent shall approve such Annual Budget). Each such Annual Budget submitted to and (to the extent that such approval is required hereunder) approved by the Administrative Agent in accordance with terms hereof, as well as the budget for the current calendar year approved by the Administrative Agent on the Closing Date, shall hereinafter be referred to as an “Approved Annual Budget”. Until such time that the Administrative Agent has approved a proposed Annual Budget for which its approval is required hereunder, the most recently Approved Annual Budget shall apply for purposes of this Section 8.16; provided that such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums, utilities expenses and other fixed costs and shall otherwise be adjusted to reflect any change during adopted without the preceding year in the Consumer Price Index. Notwithstanding the foregoing, prior written approval of the Administrative Agent and the Lenders acknowledge Project Engineer. In the event that the Borrower prior written approval of the Administrative Agent and/or the Project Engineer for a proposed Operating Budget is not required obtained prior to the first day of the Operating Year to which such proposed Operating Budget relates, the applicable Borrower may continue to operate under the terms applicable Project in accordance with the Operating Budget then in effect with the budgeted cost of an Approved Annual each budget item being increased to the lesser of (i) the amount therefor in the proposed Operating Budget during any period other than a Low DSCR Trigger Periodor (ii) 110% of the amount of the budgeted cost of such budget item in the current Operating Budget. Copies of the final Operating Budget so adopted shall be furnished to the Administrative Agent promptly upon the adoption thereof. (b) During any Low DSCR Trigger Period, the The applicable Borrower may at any time propose an amendment to an Approved Annual Budget for any Project amended annual budget for the remainder of the calendar year in which such Low DSCR Trigger Period has occurred, then current Operating Year for a Facility and, when approved as provided belowso adopted, such amended Approved Annual Budget for such Project it shall be deemed to be and shall be effective as the Approved Annual annual Operating Budget for such Project for Facility. Copies of any such calendar year. Prior to making any expenditures not reflected in any current Approved Annual amended Operating Budget in excess of which is proposed shall be furnished at least ten percent (10%) days before final adoption thereof to the Administrative Agent, and no such amended Operating Budget shall be adopted without the prior written approval of the budgeted amount therefor, Administrative Agent and the Borrower Project Engineer. Copies of the final amended Operating Budget shall propose an amendment to such Approved Annual Budget be furnished to the Administrative Agent promptly after adoption thereof. (c) The amounts provided in the annual Operating Budget for its approval each item and classification of Operation and Maintenance Expenses for each month of each Operating Year shall not exceed the amounts reasonably expected to be necessary therefor, and the applicable Borrower shall not expend (or submit a Transfer Date Certificate which contemplates the expenditure of) any amount for Operation and Maintenance Expenses during any month if such expenditure would cause the aggregate amount of Operation and Maintenance Expenses expended by the Borrower in accordance such Operating Year for such Facility, after taking into account amounts theretofore paid in such Operating Year, to exceed by more than 10% the aggregate amount budgeted to be expended through such month in the applicable Operating Budget for such Facility, unless such expenditure could not reasonably be anticipated and failure to make such expenditure would have created an abnormal risk of personal injury to employees or significant physical damage to the applicable Project and, in any such event, such Borrower shall immediately advise the Administrative Agent of such excess expenditures and, within ten (10) days of the making of any such expenditure, prepare and file with the standards for the granting or withholding of consent to Annual Budgets set forth in Section 8.16(a). The Administrative Agent shall have fifteen (15) Business Days after receipt of any proposed amendment to such Approved Annual an amended Operating Budget to approve or disapprove reflect such proposed amendmentchanges.

Operating Plan and Budget. (a) Commencing with the budget for the calendar year 2006 2008 and then annually thereafter, the Borrower shall submit to the Administrative Agent an annual budget for each Project (each an “Annual Budget”), in form and substance reasonably satisfactory to the Administrative Agent setting forth in detail budgeted monthly Operating Income and monthly Operating Expenses for each such Project (which may be in the form of the calendar year 2005 2008 budget for each Project provided to the Administrative Agent prior to the Closing Date). The Annual Budget for each year shall be delivered together with the annual financial statement for the preceding year pursuant to Section 8.01(a). During any Low DSCR Trigger Period but not otherwise, the Administrative Agent shall have the right to approve such Annual Budget (including, without limitation, the Annual Budget for the portions of the calendar year in which such Low DSCR Trigger Period occurs following after the commencement of such Low DSCR Trigger Period). Within fifty (50) days following the end of any calendar quarter which comprises a Low DSCR Trigger Period, the Borrower shall deliver to the Administrative Agent for its approval the Annual Budget (in the format as described above) for the calendar year in which such Low DSCR Trigger Period occurs (together with a reconciliation to that Annual Budget of actual revenues and expenses year-to-date), and shall thereafter deliver to Administrative Agent for its approval the Annual Budget (in the format as described above) proposed by the Borrower for the succeeding calendar year, by no later than the November 15 preceding such calendar year. The Administrative Agent shall not unreasonably withhold its approval of any Annual Budget as required hereunder; provided, however, that if during any Low DSCR Trigger Period the actual monthly Operating Expenses exceed budgeted Operating Expenses in any month during any period by more than ten percent (10%), the Administrative Agent shall have the right to require the Borrower to submit for its approval a revised Annual Budget for review and approval by the Administrative Agent in its sole discretion. If the Administrative Agent objects to any proposed Annual Budget for which approval is required hereunder, the Administrative Agent shall advise the Borrower of such objections within fifteen (15) Business Days after receipt thereof (and deliver to the Borrower a reasonably detailed description of such objections), and the Borrower shall within five (5) days after receipt of notice of any such objections revise such Annual Budget and resubmit the same to the Administrative Agent (such procedure to be repeated until such time as the Administrative Agent shall approve such Annual Budget). Each such Annual Budget submitted to and (to the extent that such approval is required hereunder) approved by the Administrative Agent in accordance with terms hereof, as well as the budget for the current calendar year approved by the Administrative Agent on the Closing Date, shall hereinafter be referred to as an “Approved Annual Budget”. Until such time that the Administrative Agent has approved a proposed Annual Budget for which its approval is required hereunder, the most recently Approved Annual Budget shall apply for purposes of this Section 8.16; provided that such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums, utilities expenses and other fixed costs and shall otherwise be adjusted to reflect any change during the preceding year in the Consumer Price Index. Notwithstanding the foregoing, the Administrative Agent and the Lenders acknowledge that the Borrower is not required to operate under the terms of an Approved Annual Budget during any period other than a Low DSCR Trigger Period. (b) During any Low DSCR Trigger Period, the Borrower may at any time propose an amendment to an Approved Annual Budget for any Project for the remainder of the calendar year in which such Low DSCR Trigger Period has occurred, and, when approved as provided below, such amended Approved Annual Budget for such Project shall be deemed to be and shall be effective as the Approved Annual Budget for such Project for such calendar year. Prior to making any expenditures not reflected in any current Approved Annual Budget in excess of ten percent (10%) of the budgeted amount therefor, the Borrower shall propose an amendment to such Approved Annual Budget to the Administrative Agent for its approval in accordance with the standards for the granting or withholding of consent to Annual Budgets set forth in Section 8.16(a). The Administrative Agent shall have fifteen (15) Business Days after receipt of any proposed amendment to such Approved Annual Budget to approve or disapprove such proposed amendment.

Operating Plan and Budget. (a) Commencing with the budget for the calendar year 2006 and then annually thereafter, the The Borrower shall will submit to the Administrative Agent an annual budget Subordinated Lender for each Project (each an “Annual Budget”)approval, in form such approval not to be unreasonably withheld or delayed, a proposed Operating Plan and substance reasonably satisfactory to the Administrative Agent setting forth in detail budgeted monthly Operating Income and monthly Operating Expenses for each such Project (which may be in the form of the calendar year 2005 budget for each Project provided to the Administrative Agent prior to the Closing Date). The Annual Budget for each year shall be delivered together with the annual financial statement for the preceding year pursuant to Section 8.01(a). During any Low DSCR Trigger Period but not otherwise, the Administrative Agent shall have the right to approve such Annual Budget (including, without limitation, the Annual Budget for the portions next calendar year and a forecast of the calendar year in which such Low DSCR Trigger Period occurs following after operating profit of the commencement of such Low DSCR Trigger Period). Within fifty (50) days following the end of any calendar quarter which comprises a Low DSCR Trigger Period, the Borrower shall deliver to the Administrative Agent for its approval the Annual Budget (in the format as described above) Project for the next three (3) calendar year in which such Low DSCR Trigger Period occurs (together with a reconciliation to that Annual Budget of actual revenues and expenses year-to-date), and shall thereafter deliver to Administrative Agent for its approval the Annual Budget (in the format as described above) proposed by the Borrower for the succeeding calendar year, by no later than the November 15 preceding such calendar year. The Administrative Agent shall not unreasonably withhold its approval of any Annual Budget as required hereunder; provided, however, that if during any Low DSCR Trigger Period the actual monthly Operating Expenses exceed budgeted Operating Expenses in any month during any period by more than ten percent (10%), the Administrative Agent shall have the right to require the Borrower to submit for its approval a revised Annual Budget for review and approval by the Administrative Agent in its sole discretion. If the Administrative Agent objects to any proposed Annual Budget for which approval is required hereunder, the Administrative Agent shall advise the Borrower of such objections within fifteen (15) Business Days after receipt thereof (and deliver to the Borrower a reasonably detailed description of such objections), and the Borrower shall within five (5) days after receipt of notice of any such objections revise such Annual Budget and resubmit the same to the Administrative Agent (such procedure to be repeated until such time as the Administrative Agent shall approve such Annual Budget)years. Each such Annual Budget submitted to proposed Operating Plan and (to the extent that such approval is required hereunder) approved by the Administrative Agent in accordance with terms hereof, as well as the budget for the current calendar year approved by the Administrative Agent on the Closing Date, shall hereinafter be referred to as an “Approved Annual Budget”. Until such time that the Administrative Agent has approved a proposed Annual Budget for which its approval is required hereunder, the most recently Approved Annual Budget shall apply for purposes of this Section 8.16; provided that such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums, utilities expenses and other fixed costs and shall otherwise be adjusted to reflect any change during the preceding year in the Consumer Price Index. Notwithstanding the foregoing, the Administrative Agent and the Lenders acknowledge that the Borrower is not required to operate under the terms of an Approved Annual Budget during any period other than a Low DSCR Trigger Period. (b) During any Low DSCR Trigger Period, the Borrower may at any time propose an amendment to an Approved Annual Budget for any Project for the remainder of the calendar year in which such Low DSCR Trigger Period has occurred, and, when approved as provided below, such amended Approved Annual Budget for such Project shall be deemed to be and shall be effective as the Approved Annual Budget for such Project for such calendar year. Prior to making any expenditures not reflected in any current Approved Annual Budget in excess of ten percent (10%) of the budgeted amount therefor, the Borrower shall propose an amendment to such Approved Annual Budget subject to the Administrative Agent for its reasonable approval in accordance with of Subordinated Lender. Failure by the standards for the granting or withholding of consent to Annual Budgets set forth in Section 8.16(a). The Administrative Agent shall have fifteen (15) Business Days after receipt of any proposed amendment to such Approved Annual Budget Subordinated Lender to approve or disapprove such proposed amendmentOperating Plan and Budget within sixty (60) days after receipt thereof shall be deemed to be an approval by the Subordinated Lender of such proposed Operating Plan and Budget as the final Operating Plan and Budget. In the event that the Subordinated Lender disapproves Borrower’s proposed Operating Plan and Budget within the time period specified above, until a new Operating Plan and Budget is agreed by Borrower and the Subordinated Lender, Borrower shall operate and maintain the Project, or cause the Project to be operated and maintained, within amounts for any Budget Category not to exceed 110% (on a year-to-date basis) of the amounts budgeted therefor as set forth in the then current Operating Plan and Budget as previously approved or deemed approved by Subordinated Lender; provided, that (i) expenditures for corn and other feedstocks, natural gas, denaturant and other items dependent on the operation of the Project shall be adjusted for purposes of this Section 5.1(g) to the extent the actual operation of the Project differs from that assumed in the then applicable Operating Plan and Budget, and to the extent that prices paid for such items differ from those assumed in the then applicable Operating Plan and Budget, (ii) expenditures under any Major Project Documents shall be increased by the amount of any cost adjustments provided in such Major Project Documents, and (iii) Borrower may propose an amendment to the then current Operating Plan and Budget for Subordinated Lender’s approval (which proposal the Subordinated Lender shall consider in good faith) if at any time Borrower cannot reasonably maintain, using its best efforts, the amounts for any Budget Category within the 110% limitations for such year. Borrower will have the right to revise any Operating Plan and Budget from time-to-time with the prior written approval of the Subordinated Lender, which will not be unreasonably withheld or delayed. Once approved by the Subordinated Lender, an Operating Plan and Budget or a revised Operating Plan and Budget will supersede all prior Operating Plans and Budgets and will continue in effect until a subsequent Operating Plan and Budget has been approved by the Subordinated Lender.