Common use of Operating Plan Clause in Contracts

Operating Plan. (a) Prior to the date on which the Venture acquires the Project, the Manager shall prepare or cause to be prepared an initial operating plan (the “Initial Operating Plan”) for the Project covering the period from the Venture’s acquisition of an ownership interest in the Project through the end of the first full fiscal year of the Venture following such acquisition. The Initial Operating Plan shall contain all material pertinent leasing, financing, operational and disposition information together with a detailed budget of projected operating and capital expenses and revenues and any other information deemed appropriate by the Manager for the Project to the extent applicable. The operations of the Project through the end of such first full fiscal year shall be conducted in all material respects in accordance with the Initial Operating Plan, except for any action or expenditure the Manager deems reasonably necessary or appropriate in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion. (b) Thirty days before the end of the Venture’s first full fiscal year after the acquisition of its ownership interest in the Project and each subsequent fiscal year of the Venture thereafter, the Manager shall prepare, or cause to be prepared, and submit to the Members for their review and approval an operating plan (a “Subsequent Operating Plan”) for the Project for the next succeeding fiscal year of the Venture. Each Subsequent Operating Plan for the Project shall contain all material pertinent leasing, financing, operational and disposition information together with a detailed budget of projected operating and capital expenses and revenues and any other information deemed appropriate by the Manager for the applicable fiscal year. The Members may make comments on and suggestions for the Subsequent Operating Plan, and if accepted by the Manager in its reasonable discretion, such comments and suggestions shall be incorporated into a revised Subsequent Operating Plan for such Project. Upon receiving the Consent of the Members for the Subsequent Operating Plan (as revised, if applicable), the Manager shall cause the operations of the Project for the applicable fiscal year to be conducted in all material respects in accordance with such Subsequent Operating Plan. If the Members have not granted their Consent to a Subsequent Operating Plan for the Project prior to the beginning of the fiscal year for which the Subsequent Operating Plan is intended to be used, the Manager shall cause the operations of the Project to be conducted in all material respects in accordance with the operating plan for the immediately preceding fiscal year (the “Prior Operating Plan”); provided that, (i) the Manager may make such adjustments to the Prior Operating Plan as the Manager reasonably deems necessary or appropriate under the circumstances, except that, other than as permitted by clause (ii) of this Section 6.2(b), the Manager may not increase any items of operating expenses or capital expenses in the Prior Operating Plan in excess of the amounts permitted by Section 6.3(a)(i) hereof without the Consent of the Members, and (ii) in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion, the Manager may take, or cause to be taken, such action in respect of such emergency situation as the Manager deems reasonably necessary or appropriate; provided that, the Manager promptly advises the Members of such emergency situation and such action taken or caused to be taken. After its approval by the Members, any material deviation from or amendment to an approved Subsequent Operating Plan shall require the Consent of the Members pursuant to and in accordance with Section 6.3, except for any action or expenditure the Manager deems reasonably necessary or appropriate in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion.

Operating Plan. (ai) Prior Not later than ninety (90) days prior to the date on which commencement of each Fiscal Year, Operator shall provide to Owner, an annual operating plan for the Venture acquires operation of the ProjectHotel for the forthcoming Fiscal Year containing a detailed financial budget, a market promotion plan and a capital expenditure plan. Within a period of 20 days of receipt of the draft operating plan prepared by Operator, Owner shall advise Operator whether it approves such operating plan or whether the operating plan or certain items within the plan are not approved by it. In review the operating plan, Owner must not unreasonably withhold or delay the giving of its approval and the Owner's approval cannot be withheld with regard to any item in the operating plan necessary to enable the Hotel to meet and comply with Sheraton Xxxxxxxxx.Xx the event that Owner has not advised Operator by the expiration of 20 days of receipt by Owner of the draft operating plan, of its approval or disapproval, the Manager shall prepare or cause to be prepared an initial draft operating plan (shall be the “Initial Operating Plan”) agreed and approved operating plan for the Project covering forthcoming Fiscal year. In the period from the Venture’s acquisition of an ownership interest in the Project through the end event that Owner advises Operator that it does not approve of the first full fiscal year draft operating plan or of any line item within it, the Venture following parties agree to further review, explain and discuss such acquisitionoperating plan as submitted and Operator agrees to use reasonable endeavors to take into account Owner's reasonable opinions and recommendations and to incorporate and amend the draft operating plan. The Initial Operating Plan shall contain all material pertinent leasing, financing, operational and disposition information together with a detailed budget of projected operating and capital expenses and revenues and any other information deemed appropriate by the Manager for the Project If agreement cannot be reached prior to the extent applicable. The operations of the Project through the end of such first full fiscal year shall be conducted in all material respects in accordance with the Initial Operating Plan, except for any action or expenditure the Manager deems reasonably necessary or appropriate in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion. (b) Thirty 30 days before the end commencement of the Venture’s first full fiscal year after relevant Fiscal Year in respect of each budget line, the acquisition of its ownership interest figures set out in the Project operating plan in respect of such budget line not agreed for the immediately preceding Fiscal Year shall apply and each subsequent fiscal year all expenditure amounts set out therein shall be increased by an amount equal to the percentage rate of inflation in the Country for the relevant Fiscal Year as published and recognised by the Government or relevant authorities of the Venture thereafterCountry. Total Revenue as forecast in the draft operating plan, the Manager shall prepareif not approved, or cause to be prepared, and submit to the Members for their review and approval an operating plan (a “Subsequent Operating Plan”) for the Project for the next succeeding fiscal year of the Venture. Each Subsequent Operating Plan for the Project shall contain all material pertinent leasing, financing, operational and disposition information together with a detailed budget of projected operating and capital expenses and revenues and any other information deemed appropriate by the Manager for the applicable fiscal year. The Members may make comments on and suggestions for the Subsequent Operating Plan, and if accepted by the Manager in its reasonable discretion, such comments and suggestions shall be incorporated into a revised Subsequent Operating Plan for such Project. Upon receiving from the Consent of the Members for the Subsequent Operating Plan (as revised, if applicable), the Manager shall cause the operations of the Project for the applicable fiscal year to be conducted total Revenue specified in all material respects in accordance with such Subsequent Operating Plan. If the Members have not granted their Consent to a Subsequent Operating Plan for the Project prior to the beginning of the fiscal year for which the Subsequent Operating Plan is intended to be used, the Manager shall cause the operations of the Project to be conducted in all material respects in accordance with the operating plan for the immediately preceding fiscal year (Fiscal Year, adjusted to have regard to prevailing market conditions. In the “Prior Operating Plan”); provided that, (i) the Manager may make such adjustments event of Operator and Owner failing to agree to the Prior Operating Plan appropriate adjustment, the matter in dispute relating to Total Revenue shall be submitted for determination by the Independent Auditor who shall act as the Manager reasonably deems necessary or appropriate under the circumstances, except that, other than an expert and not as permitted by clause an arbitrator and whose decision shall be final and binding. (ii) Operator will use its reasonable endeavours to comply with the approved operating plan but the parties acknowledge that it is a reasonable estimate of this Section 6.2(b)expenditures and income only and of an intended market promotion plan and capital expenditure plan, the Manager may and Operator shall not increase be deemed to have given any items of operating expenses guarantee, warranty or capital expenses representation whatsoever in the Prior Operating Plan in excess connection with any of the amounts permitted operating plans. For the avoidance of doubt, any failure to comply with any operating plan shall not give rise to rights of termination pursuant to Section 23.01." 17. Article V is amended by Section 6.3(a)(i) hereof without the Consent addition of the Membersfollowing two Sections, Sections 5.05 and (ii) in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion, the Manager may take, or cause to be taken, such action in respect of such emergency situation as the Manager deems reasonably necessary or appropriate; provided that, the Manager promptly advises the Members of such emergency situation and such action taken or caused to be taken. After its approval by the Members, any material deviation from or amendment to an approved Subsequent Operating Plan shall require the Consent of the Members pursuant to and in accordance with Section 6.3, except for any action or expenditure the Manager deems reasonably necessary or appropriate in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion5.06.

Operating Plan. Owner and Manager acknowledge that there is an operating plan and budget currently in place at the Resort and the Parties agree that Manager shall Operate the Manager Operated Areas in accordance with such initial operating plan and budget and the terms of this Agreement; provided, however, on or before thirty (a30) Prior to days following the date on which the Venture acquires the ProjectEffective Date, the Manager shall prepare or cause to be prepared an initial operating annual plan and budget for the first (1st) Operating Year for the Hotel and Casino, specifically, and the Manager Operated Areas, generally (the “Initial Operating Plan”) for the Project covering the period from the Venture’s acquisition ). On or before October 1 of an ownership interest in the Project through the end of the first full fiscal year of the Venture following such acquisition. The Initial each Operating Plan shall contain all material pertinent leasing, financing, operational and disposition information together with a detailed budget of projected operating and capital expenses and revenues and any other information deemed appropriate by the Manager for the Project to the extent applicable. The operations of the Project through the end of such first full fiscal year shall be conducted in all material respects in accordance with the Initial Operating Plan, except for any action or expenditure the Manager deems reasonably necessary or appropriate in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion. (b) Thirty days before the end of the Venture’s first full fiscal year after the acquisition of its ownership interest in the Project and each subsequent fiscal year of the Venture Year thereafter, the Manager shall prepareprepare and deliver to Owner, or cause to be prepared, and submit to the Members for their its review and approval an operating plan (not to be unreasonably withheld, conditioned or delayed), a “Subsequent Operating Plan”) for the Project for the next succeeding fiscal year of the Venture. Each Subsequent proposed Operating Plan for the Project next Operating Year. Owner shall contain all material pertinent leasinghave thirty (30) days after receipt of the proposed Operating Plan to approve the proposed Operating Plan. In the event Owner fails to notify Manager of its approval or rejection of the proposed Operating Plan within such thirty (30) day period, financing, operational and disposition information together with such proposed Operating Plan shall be deemed approved. The Parties acknowledge that Manager’s ability to prepare a detailed complete Operating Plan will depend in part on Owner’s provision of a budget of projected operating any expenses to be allocated to the Manager Operated Areas from other portions of the Resort. Accordingly, if Owner does not provide such a budget to Manager for any Operating Year, in the time and capital manner contemplated herein, and if, as a result of such delay, Manager is not able by October 1, to include in the Operating Plan for any Operating Year the final budget of such allocated expenses, then, until such final budget of allocated expenses is so established and revenues included in the Operating Plan, the prior year’s Operating Plan shall apply; provided, however, that such Operating Plan shall be adjusted to reflect actual increases in Taxes, Insurance Costs, utilities expenses, union wage adjusts and any other information deemed appropriate by non-discretionary cost or expense required to be paid to continue the operation of the Manager for the applicable fiscal year. The Members may make comments on and suggestions for the Subsequent Operating Plan, and if accepted by the Manager in its reasonable discretion, such comments and suggestions shall be incorporated into a revised Subsequent Operating Plan for such Project. Upon receiving the Consent of the Members for the Subsequent Operating Plan (as revised, if applicable), the Manager shall cause the operations of the Project for the applicable fiscal year to be conducted in all material respects in accordance with such Subsequent Operating Plan. If the Members have not granted their Consent to a Subsequent Operating Plan for the Project prior to the beginning of the fiscal year for which the Subsequent Operating Plan is intended to be used, the Manager shall cause the operations of the Project to be conducted in all material respects in accordance with the operating plan for the immediately preceding fiscal year (the “Prior Operating Plan”); provided that, (i) the Manager may make such adjustments to the Prior Operating Plan as the Manager reasonably deems necessary or appropriate under the circumstances, except that, other than as permitted by clause (ii) of this Section 6.2(b), the Manager may not increase any items of operating expenses or capital expenses Operated Areas in the Prior Operating Plan in excess of the amounts permitted by Section 6.3(a)(i) hereof without the Consent of the Members, and (ii) in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion, the Manager may take, or cause to be taken, such action in respect of such emergency situation as the Manager deems reasonably necessary or appropriate; provided that, the Manager promptly advises the Members of such emergency situation and such action taken or caused to be taken. After its approval by the Members, any material deviation from or amendment to an approved Subsequent Operating Plan shall require the Consent of the Members pursuant to and in accordance with Section 6.3, except for any action or expenditure the Manager deems reasonably necessary or appropriate in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretionnormal course.

Operating Plan. (ai) Prior Not later than ninety (90) days prior to the date on which commencement of each Fiscal Year, Operator shall provide to Owner, an annual operating plan for the Venture acquires operation of the ProjectHotel for the forthcoming Fiscal Year containing a detailed financial budget, a market promotion plan and a capital expenditure plan. Within a period of 20 days of receipt of the draft operating plan prepared by Operator, Owner shall advise Operator whether it approves such operating plan or whether the operating plan or certain items within the plan are not approved by it. In review the operating plan, Owner must not unreasonably withhold or delay the giving of its approval and the Owner's approval cannot be withheld with regard to any item in the operating plan necessary to enable the Hotel to meet and comply with Sheraton Standards.In the event that Owner has not advised Operator by the expiration of 20 days of receipt by Owner of the draft operating plan, of its approval or disapproval, the Manager shall prepare or cause to be prepared an initial draft operating plan (shall be the “Initial Operating Plan”) agreed and approved operating plan for the Project covering forthcoming Fiscal year. In the period from the Venture’s acquisition of an ownership interest in the Project through the end event that Owner advises Operator that it does not approve of the first full fiscal year draft operating plan or of any line item within it, the Venture following parties agree to further review, explain and discuss such acquisitionoperating plan as submitted and Operator agrees to use reasonable endeavors to take into account Owner's reasonable opinions and recommendations and to incorporate and amend the draft operating plan. The Initial Operating Plan shall contain all material pertinent leasing, financing, operational and disposition information together with a detailed budget of projected operating and capital expenses and revenues and any other information deemed appropriate by the Manager for the Project If agreement cannot be reached prior to the extent applicable. The operations of the Project through the end of such first full fiscal year shall be conducted in all material respects in accordance with the Initial Operating Plan, except for any action or expenditure the Manager deems reasonably necessary or appropriate in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion. (b) Thirty 30 days before the end commencement of the Venture’s first full fiscal year after relevant Fiscal Year in respect of each budget line, the acquisition of its ownership interest figures set out in the Project operating plan in respect of such budget line not agreed for the immediately preceding Fiscal Year shall apply and each subsequent fiscal year all expenditure amounts set out therein shall be increased by an amount equal to the percentage rate of inflation in the Country for the relevant Fiscal Year as published and recognised by the Government or relevant authorities of the Venture thereafterCountry. Total Revenue as forecast in the draft operating plan, the Manager shall prepareif not approved, or cause to be prepared, and submit to the Members for their review and approval an operating plan (a “Subsequent Operating Plan”) for the Project for the next succeeding fiscal year of the Venture. Each Subsequent Operating Plan for the Project shall contain all material pertinent leasing, financing, operational and disposition information together with a detailed budget of projected operating and capital expenses and revenues and any other information deemed appropriate by the Manager for the applicable fiscal year. The Members may make comments on and suggestions for the Subsequent Operating Plan, and if accepted by the Manager in its reasonable discretion, such comments and suggestions shall be incorporated into a revised Subsequent Operating Plan for such Project. Upon receiving from the Consent of the Members for the Subsequent Operating Plan (as revised, if applicable), the Manager shall cause the operations of the Project for the applicable fiscal year to be conducted total Revenue specified in all material respects in accordance with such Subsequent Operating Plan. If the Members have not granted their Consent to a Subsequent Operating Plan for the Project prior to the beginning of the fiscal year for which the Subsequent Operating Plan is intended to be used, the Manager shall cause the operations of the Project to be conducted in all material respects in accordance with the operating plan for the immediately preceding fiscal year (Fiscal Year, adjusted to have regard to prevailing market conditions. In the “Prior Operating Plan”); provided that, (i) the Manager may make such adjustments event of Operator and Owner failing to agree to the Prior Operating Plan appropriate adjustment, the matter in dispute relating to Total Revenue shall be submitted for determination by the Independent Auditor who shall act as the Manager reasonably deems necessary or appropriate under the circumstances, except that, other than an expert and not as permitted by clause an arbitrator and whose decision shall be final and binding. (ii) Operator will use its reasonable endeavours to comply with the approved operating plan but the parties acknowledge that it is a reasonable estimate of this Section 6.2(b)expenditures and income only and of an intended market promotion plan and capital expenditure plan, the Manager may and Operator shall not increase be deemed to have given any items of operating expenses guarantee, warranty or capital expenses representation whatsoever in the Prior Operating Plan in excess connection with any of the amounts permitted operating plans. For the avoidance of doubt, any failure to comply with any operating plan shall not give rise to rights of termination pursuant to Section 23.01." 17. Article V is amended by Section 6.3(a)(i) hereof without the Consent addition of the Membersfollowing two Sections, Sections 5.05 and (ii) in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion, the Manager may take, or cause to be taken, such action in respect of such emergency situation as the Manager deems reasonably necessary or appropriate; provided that, the Manager promptly advises the Members of such emergency situation and such action taken or caused to be taken. After its approval by the Members, any material deviation from or amendment to an approved Subsequent Operating Plan shall require the Consent of the Members pursuant to and in accordance with Section 6.3, except for any action or expenditure the Manager deems reasonably necessary or appropriate in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion5.06.

Operating Plan. (a) Prior to the date on which the Venture acquires the Project, the Manager shall prepare or cause to be prepared an initial The operating plan (the “Initial Operating Plan”) for the Project covering the period from the Venture’s acquisition of an ownership interest in the Project through the end of the first full fiscal year of ended December 31, 2011 is attached hereto as Exhibit C, and the Venture following such acquisition. The Initial Operating Plan shall contain all material pertinent leasing, financing, operational and disposition information together with a detailed budget of projected operating and capital expenses and revenues and any other information deemed appropriate by the Manager for the Project to the extent applicable. The operations of the Project through the end of such first full the fiscal year ended December 31, 2011 shall be conducted in all material respects in accordance with the Initial Operating Plansuch operating plan, except for any action or expenditure the Manager deems reasonably necessary or appropriate in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion, provided that prompt notice thereof is given to the Members. (b) Thirty On or before December 1, 2011 and at least sixty (60) days before the end of the Venture’s first full fiscal year after the acquisition of its ownership interest in the Project and each subsequent fiscal year of the Venture thereafterending on or after December 31, 2012, the Manager shall prepare, or cause to be prepared, and submit to the Members Advisory Committee for their its review and approval an initial draft operating plan (a “Subsequent Operating Plan”) for the Project for the next succeeding fiscal year of the Venture. Each Subsequent Operating Plan for the Project shall contain all material pertinent leasing, financing, capital improvements and expenditures, operational and disposition information together with a detailed budget of projected operating and capital expenses and revenues revenues, insurance coverage (including coverage types and policy limits) and any other information deemed appropriate by the Manager for the applicable fiscal year. The Members Authorized Representatives may make comments on and suggestions for the Subsequent Operating Plan, and if accepted by the Manager in its reasonable discretion, such comments and suggestions shall be incorporated into a revised Subsequent Operating Plan for such Project. Upon receiving the Consent of the Members for the Subsequent Operating Plan (as revised, if applicable), Project and the Manager shall cause the operations of the Project for the applicable fiscal year to be conducted in all material respects in accordance with such Subsequent Operating Plan. If the Members have Manager does not granted their Consent accept, in whole or in part, the comments and suggestions of each of the Authorized Representatives with respect to a Subsequent Operating Plan for and, as a result, the Project prior to the beginning of the fiscal year for which projected operating and capital expenses contemplated by the Subsequent Operating Plan is intended proposed to be usedadopted by the Manager exceeds five percent (5%) of the aggregate operating and capital expenses proposed by any Authorized Representative, then the Manager shall cause the operations of the Project to be conducted in all material respects in accordance with the operating plan for the immediately preceding fiscal year (the “Prior Operating Plan”); provided provided, however, that, (i) the Manager may make such adjustments to the Prior Operating Plan as the Manager reasonably deems necessary or appropriate under the circumstances, except that, other than as permitted by clause (ii) of this Section 6.2(b), the Manager may not increase any items each item of operating expenses or and capital expenses in the Prior Operating Plan in excess of the amounts permitted by Section 6.3(a)(i) hereof without the Consent of the Membersup to five percent (5%), and (ii) in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion, the Manager may take, or cause to be taken, such action in respect of such emergency situation as the Manager deems reasonably necessary or appropriate; provided that, the Manager promptly advises the Members of such emergency situation and such action taken or caused to be taken. After its approval by the Members, any material deviation from or amendment to an approved Subsequent Operating Plan shall require the Consent of the Members pursuant to and in accordance with Section 6.3, except for any action or expenditure the Manager deems reasonably necessary or appropriate in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion.

Operating Plan. (a) Prior to Within 60 days after the date on which the Venture acquires the Project, execution of this Agreement the Manager shall prepare or cause to be prepared an initial operating plan (the “Initial Operating Plan”) for the Project covering the period from the Venture’s acquisition of an ownership interest in the Project through the end of the first full fiscal year of the Venture following such acquisition. The Initial Operating Plan shall contain all material pertinent leasing, financing, operational and disposition information together with a detailed budget of projected operating and capital expenses and revenues and any other information deemed appropriate by the Manager for the Project to the extent applicable. The operations of the Project through the end of such first full fiscal year shall be conducted in all material respects in accordance with the Initial Operating Plan, except for any action or expenditure the Manager deems reasonably necessary or appropriate in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion. (b) Thirty days before the end of the Venture’s first full fiscal year after the acquisition of its ownership interest in the Project and each subsequent fiscal year of the Venture thereafterVenture, the Manager shall prepare, or cause to be prepared, and submit to the Members for their review and approval an operating plan (a “Subsequent Operating Plan”) for the Project for the next succeeding fiscal year of the Venture. Each Subsequent Operating Plan for the Project shall contain all material pertinent leasing, financing, operational and disposition information together with a detailed budget of projected operating and capital expenses and revenues and any other information deemed appropriate by the Manager for the applicable fiscal year. The Members may make comments on and suggestions for the Subsequent Operating Plan, and if accepted by the Manager in its reasonable discretion, such comments and suggestions shall be incorporated into a revised Subsequent Operating Plan for such Project. Upon receiving the Consent of the Members for the Subsequent Operating Plan (as revised, if applicable), the Manager shall cause the operations of the Project for the applicable fiscal year to be conducted in all material respects in accordance with such Subsequent Operating Plan. If the Members have not granted their Consent to a Subsequent Operating Plan for the Project prior to the beginning of the fiscal year for which the Subsequent Operating Plan is intended to be used, the Manager shall cause the operations of the Project to be conducted in all material respects in accordance with the operating plan for the immediately preceding fiscal year (the “Prior Operating Plan”); provided that, (i) the Manager may make such adjustments to the Prior Operating Plan as the Manager reasonably deems necessary or appropriate under the circumstances, except that, other than as permitted by clause (iiiii) of this Section 6.2(b)6.2, the Manager may not increase any items of operating or capital expenses or in excess of the amounts permitted by clause (ii) of this Section 6.2 without the Consent of the Members, (ii) the Manager may increase each item of operating and capital expenses in the Prior Operating Plan in excess of the amounts permitted by Section 6.3(a)(i) hereof without the Consent of the Membersup to 5%, and (iiiii) in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion, the Manager may take, or cause to be taken, such action in respect of such emergency situation as the Manager deems reasonably necessary or appropriate; provided that, the Manager promptly advises the Members of such emergency situation and such action taken or caused to be taken. After its approval by the Members, any material deviation from or amendment to an approved Subsequent Operating Plan shall require the Consent of the Members pursuant to and in accordance with Section 6.3, except for any action or expenditure the Manager deems reasonably necessary or appropriate in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion.

Operating Plan. (a) Prior to the date on which the Venture acquires the Project, the Manager shall prepare or cause to be prepared an initial The operating plan (the “Initial Operating Plan”) plans for the each Project covering the period from fiscal year ended December 31, 2011 are attached hereto as Exhibit C, and the Venture’s acquisition operations of an ownership interest in the each Project through the end of the first full fiscal year of the Venture following such acquisition. The Initial Operating Plan shall contain all material pertinent leasingended December 31, financing, operational and disposition information together with a detailed budget of projected operating and capital expenses and revenues and any other information deemed appropriate by the Manager for the Project to the extent applicable. The operations of the Project through the end of such first full fiscal year 2011 shall be conducted in all material respects in accordance with the Initial Operating Planeach such operating plan, except for any action or expenditure the Manager deems reasonably necessary or appropriate in the event of an emergency situation affecting the such Project, as determined by the Manager in its reasonable discretion, provided that prompt notice thereof is given to the Members. (b) Thirty On or before December 1, 2011 and at least sixty (60) days before the end of the Venture’s first full fiscal year after the acquisition of its ownership interest in the Project and each subsequent fiscal year of the Venture thereafterending on or after December 31, 2012, the Manager shall prepare, or cause to be prepared, and submit to the Members Advisory Committee for their its review and approval an initial draft operating plan (a “Subsequent Operating Plan”) for the each Project for the next succeeding fiscal year of the Venture. Each Subsequent Operating Plan for the a Project shall contain all material pertinent leasing, financing, capital improvements and expenditures, operational and disposition information together with a detailed budget of projected operating and capital expenses and revenues revenues, insurance coverage (including coverage types and policy limits) and any other information deemed appropriate by the Manager for the applicable fiscal year. The Members Each Authorized Representative may make comments on and suggestions for the each Subsequent Operating Plan, and if accepted by the Manager in its reasonable discretion, such comments and suggestions shall be incorporated into a revised Subsequent Operating Plan for such Project. Upon receiving the Consent of the Members for the Subsequent Operating Plan (as revised, if applicable), Project and the Manager shall cause the operations of the such Project for the applicable fiscal year to be conducted in all material respects in accordance with such Subsequent Operating Plan. If the Members have Manager does not granted their Consent accept, in whole or in part, the comments and suggestions of each of the Authorized Representatives with respect to a Subsequent Operating Plan for and, as a result, the Project prior to the beginning of the fiscal year for which projected operating and capital expenses contemplated by the Subsequent Operating Plan is intended proposed to be usedadopted by the Manager exceeds five percent (5%) of the aggregate operating and capital expenses proposed by any Authorized Representative, then the Manager shall cause the operations of the applicable Project to be conducted in all material respects in accordance with the operating plan for the immediately preceding fiscal year (the “Prior Operating Plan”); provided provided, however, that, (i) the Manager may make such adjustments to the Prior Operating Plan as the Manager reasonably deems necessary or appropriate under the circumstances, except that, other than as permitted by clause (ii) of this Section 6.2(b), the Manager may not increase any items each item of operating expenses or and capital expenses in the Prior Operating Plan in excess of the amounts permitted by Section 6.3(a)(i) hereof without the Consent of the Membersup to five percent (5%), and (ii) in the event of an emergency situation affecting the such Project, as determined by the Manager in its reasonable discretion, the Manager may take, or cause to be taken, such action in respect of such emergency situation as the Manager deems reasonably necessary or appropriate; provided that, that the Manager promptly advises the Members of such emergency situation and such action taken or caused to be taken. After its approval by the Members, any material deviation from or amendment to an approved Subsequent Operating Plan shall require the Consent of the Members pursuant to and in accordance with Section 6.3, except for any action or expenditure the Manager deems reasonably necessary or appropriate in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion.

Operating Plan. (a) Prior The Operating Plan relates to the date on which Purple Line System and is the Venture acquires the Project, the Manager shall prepare or cause to be prepared an initial operating plan (the “Initial Operating Plan”) for the Project covering the period from the Venture’s acquisition of an ownership interest in the Project through the end highest-level description of the first full fiscal year of Concessionaire’s approach to performing the Venture following such acquisitionOperations Work during the O&M Period. The Initial Concessionaire shall submit the Operating Plan shall contain all material pertinent leasing, financing, operational for Review and disposition information together with a detailed budget of projected operating and capital expenses and revenues and any other information deemed appropriate by the Manager for the Project Approval according to the extent applicable. The operations following schedule: • Preliminary – 90 days after Original Financial Close; • Intermediate – no less than 18 months prior to scheduled start of Trial Running; • Final – six months prior to the Project through the end scheduled start of such first full fiscal year shall be conducted in all material respects Trial Running with Owner’s obligation to Approve in accordance with the Initial Operating Plan, except for any action or expenditure the Manager deems reasonably necessary or appropriate in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion. (b) Thirty days before the end Section 5.1.4 of the Venture’s first full fiscal year after the acquisition of its ownership interest in the Project and each subsequent fiscal year of the Venture thereafterAgreement. Concessionaire shall ensure that all comments, the Manager shall prepare, or cause to be preparedquestions, and submit information required as part of Owner’s Review and Approval are resolved no later than 90 days prior to the Members for their review scheduled start of Trial Running; and approval an operating plan (a “Subsequent Operating Plan”) for the Project for the next succeeding fiscal year of the Venture. Each Subsequent Operating Plan for the Project shall contain all material pertinent leasing, financing, operational and disposition information together with a detailed budget of projected operating and capital expenses and revenues and any other information deemed appropriate by the Manager for the applicable fiscal year. The Members may make comments on and suggestions for the Subsequent Operating Plan, and if accepted by the Manager in its reasonable discretion, such comments and suggestions shall be incorporated into a revised Subsequent Operating Plan for such Project. Upon receiving the Consent of the Members for the Subsequent Operating Plan (as revised, if applicable), the Manager shall cause the operations of the Project for the applicable fiscal year to be conducted in all material respects in accordance with such Subsequent Operating Plan. If the Members have not granted their Consent to a Subsequent Operating Plan for the Project • 90 days prior to the beginning of each Fiscal Year during the fiscal year for which O&M Period. If no changes are required to the Subsequent prior Fiscal Year’s Operating Plan is intended for the upcoming Fiscal Year, Concessionaire shall submit a written acknowledgement of such recommendation for Review and Approval. Concessionaire shall develop an updated or replacement Operating Plan for the period commencing on the Amendment Effective Date that meets the requirements of the Technical Provisions and meets or exceeds the requirements of Concessionaire’s original Operating Plan. Concessionaire shall submit the updated or replacement Preliminary Operating Plan for Review and Approval within 90 calendar days after the Amendment Effective Date. • The Operating Plan shall address and be fully compliant with all provisions of the Contract Documents and shall include, at a minimum, the following: • table of contents identifying all subordinate Operating Plan documents, plans, and procedures; • summary of the changes made to the Operating Plan from the previously approved Operating Plan; • description of the Concessionaire’s approach to operating Revenue Service, including the delivery of Normal Service, Special Event Service operations (as described in Part 3, Section 3.14 of the Technical Provisions), and response to Service Interruptions; • The description of operating Revenue Service during Normal Service shall provide: o eastbound and westbound terminal-to-terminal run times for Peak Periods and each Off-Peak Period; o round trip times, including terminal turnaround/recovery times for Peak Period and each Off-Peak Period; o directional operational string diagrams, showing speed profile (speed in miles per hour on vertical axis and distance on the horizontal axis), Station-to-Station run times and average speeds, dwell time at each Station, average schedule recovery time at each Station (as applicable), time points (if any), and Terminal Station recovery/turnaround time for Peak Period and each Off-Peak Period. All time components shall be consistent with the requirements of Part 3, Section 3.15.1 of the Technical Provisions; o description of the operating strategy to be used, used through the Manager shall cause the operations University of Maryland; o assumptions regarding delay at each traffic signal; civil and other speed limits for each section of the Project to be conducted in all material respects in accordance with alignment, acceleration and deceleration rates, dwell times at each Station, time points, and any other factors affecting the operating plan for the immediately preceding fiscal year (the “Prior Operating Plan”); provided thato a table or chart showing the traffic signal cycle phasing and timing and the TSPP or other signal treatment that is included in the terminal-to-terminal runs times for each signal traversed for peak and each Off-Peak Period; o Train consist size (number of LRVs per Train) during the Peak and Off-Peak Periods, number of Trains/LRVs required to provide Peak Period service, Peak Period spare ratio, and total fleet size; o factors that provide the vehicle seated and standing capacity (inot to exceed AW2.00 loading) and the Manager may make such adjustments to the Prior actual Operating Plan square foot per standee during the Peak Hour peak load line volume; and o description of the methodology and techniques used to develop the Operating Plan, including any analyses of viability of runs times used in the Operating Plan and cost estimate. • description of Concessionaire’s operations organization including the organization hierarchy and functional organization; • description of the Concessionaire’s approach to maintenance of the Purple Line System, so as to minimize impacts to Revenue Service, Normal Service and Special Events; and • the Manager reasonably deems necessary or appropriate under the circumstances, except that, other than as permitted by clause (ii) requirements specified in Section 1.1.3 of this Section 6.2(b), the Manager may not increase any items of operating expenses or capital expenses in the Prior Operating Plan in excess of the amounts permitted by Section 6.3(a)(i) hereof without the Consent of the Members, and (ii) in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion, the Manager may take, or cause to be taken, such action in respect of such emergency situation as the Manager deems reasonably necessary or appropriate; provided that, the Manager promptly advises the Members of such emergency situation and such action taken or caused to be taken. After its approval by the Members, any material deviation from or amendment to an approved Subsequent Operating Plan shall require the Consent of the Members pursuant to and in accordance with Section 6.3, except for any action or expenditure the Manager deems reasonably necessary or appropriate in the event of an emergency situation affecting the Project, as determined by the Manager in its reasonable discretion1.1.