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from time to time, for all Reimbursable Costs or (ii) pay such Reimbursable Costs
directly to the applicable third parties.

Section 5.2 - Administrative Fee. Refer to Appendix B which is incorporated
herein.

Section 5.3 - Reimbursable Costs. Owner shall reimburse Operator for the costs
set forth in Appendix B (collectively, the "Reimbursable Costs"). Owner’s obligation
under this provision is subject to (1) Owner's express approval of the costs as part of an
Annual Budget or separately in writing, or (Gi) Operator incurring costs in accordance
with Section 3.8 (Emergency), 3.9 (Extraordinary Circumstances). Expenditures made
by Operator in excess of the Annual Budget that are required to comply with any Law
applicable to the Services or to the Project, shall be approved and reimbursed by Owner.
Subject to Owner's right to modify the provisions of this Section 5.3 from time to time
upon the reasonable request of the Lenders, Owner shall pay Reimbursable Costs as
follows:

(a) Operator shall not incur Reimbursable Costs unless they are incurred

in accordance with the applicable Annual Budget, or are permitted by Sections 3.8

(Emergency), 3.9 (Extraordinary Circumstances). If Operator becomes aware

that Reimbursable Costs exceed or will exceed the amount provided in the

applicable Annual Budget by 5% or more, Operator shall use all reasonable
efforts to notify Owner within ten (10) days and shall not, without Owner's
approval to amend the applicable Annual Budget or Owner’s authorization for

Operator to make such expenditure, perform any further Services that will cause

or increase a budget overrun, except as provided in 3.8 (Emergency), 3.9

(Extraordinary Circumstances). Jf Owner refuses to authorize expenditures in

excess of the Annual Budget, Operator shall be relieved of those duties or

obligations of this Agreement that cannot be performed without the expenditures

Owner refuses to approve.

(b) In all cases, Operator shall use reasonable commercial efforts to
mitigate any adverse effect from Owner's refusal to authorize expenditures in
excess of the Annual Budget. Owner’s reimbursement of any cost related to the
Services shall not be construed as Owner's approval or acceptance of the Services.

Section 5.4 - Adjustments and Conditions. Notwithstanding the payment of any
amount pursuant to the foregoing provisions, Owner shall remain entitled to conduct a
subsequent audit and review of all Reimbursable Costs incurred and paid by Owner and
of any supporting documentation for a period of three (3) years after the applicable
Contract Year. If such audit and review shows that any amount previously paid by
Owner to Operator did not constitute a Reimbursable Cost, Owner may (a) recover such
amount from Operator, plus interest at the Reference Rate, calculated from the date the
audit commenced, or (b) deduct such amount from any payment that thereafter may
become due to Operator.

Section 5.5 - Billing and Payment. Within 15 days following the end of each
month, Operator shall submit the receipts and disbursements showing Reimbursable

Costs for such month in accordance with Subsection 5.2(a). Administrative fee shall be
billed quarterly in the March, June, September and December invoices. REC payments
are not made until six months after they are created (i.e. RECs created in January,
February and March are not sold until September) Within 30 days after receipt of any
such invoice, Owner shall:

(a) Pay Operator the sum specified in such invoice, less (i) any amounts
previously deposited with Operator relating to such invoice, and (ii) any portion
of such invoice amount that Owner disputes in good faith or is permitted to offset
under this Agreement; and

(b) With respect to any disputed portion of such invoice, provide Operator
with a written statement explaining, in reasonable detail, the basis for such
dispute. The parties shall attempt to resolve any such disputed portion in
accordance with Article 14.

ARTICLE 6
PROCEDURES, PLANS AND REPORTING

Section 6.1 - Annual Project Operating Budget and Plan
(a) Proposal. On or before March 1st of each Contract Year, Operator shall

prepare and submit to Owner a proposed budget for the next Fiscal Year, an example of
which is attached to Appendix C of this Agreement. The proposed budget shall include
separate operating and capital budgets. The proposed budget shall also set forth, in detail
acceptable to Owner, (i) anticipated operations, repairs and capital improvements,
(ii) maintenance and overhaul schedules, (iii) planned procurement (including equipment,
spare parts, and consumable inventories), (iv) labor costs, (v) administrative activities,
and (vi) other work proposed to be undertaken by Operator, together with an itemized
estimate of all Reimbursable Costs to be incurred. Each proposed budget shall be
accompanied by a proposed operating plan for the same fiscal year setting forth the
assumptions and implementation plans underlying the proposed budget. Any actions to
be performed by Operator under the proposed operating plan shall be consistent with
Operator's obligations set forth in this Agreement.

(b) Adoption. Owner shall review Operator's proposed budget and operating plan
within 30 days following receipt of the proposals. Owner may, by written request,
propose changes, additions, deletions and modifications to the proposals. If requested by
Operator, Owner shall provide Operator any cost information in Owner's possession from
previous Contract Years applicable to items in the proposed budget. Owner and Operator
will then meet and use their reasonable commercial efforts to agree upon a proposed final
budget and a final plan (the "Annual Budget" and "Annual Project Operating Plan",
respectively). The proposed Final Budget is subject to review and edits by the Owner’s
Board of Aldermen and shall become final as adopted by the Owner through its annual
budget process. Except to the extent that the terms of Sections 3.8 and 3.9 permit
Operator to take actions which are outside the final Annual Budget without the consent of
Owner, the final Annual Budget and Annual Project Operating Plan shall remain in effect
throughout the applicable Contract Year(s), subject to revisions and amendments
proposed by either party and consented to in writing by the Owner.

(c) Changes. Operator shall notify Owner as soon as reasonably possible of any
significant deviations or discrepancies from the projections contained in the Annual
Budget or Annual Project Operating Plan.

(d) Five-Year Budget. On or before March 1 of each Contract Year, Operator
shall prepare and submit to Owner a proposed budget for the next 5 Fiscal Years or the
remaining term of the Agreement, whichever period is shorter, an example of which is
attached to Appendix C of this Agreement. The proposed five-year budget shall be
established on a Fiscal Year basis and shall include separate operating and capital
budgets. The proposed five-year budget shall also set forth, in detail acceptable to
Owner, (i) anticipated operations, repairs and capital improvements, (11) maintenance and
overhaul schedules, (iii) planned procurement (including equipment, spare parts, and
consumable inventories), (iv) labor costs, (v) administrative activities, and (vi) other
work proposed to be undertaken by Operator, together with an itemized estimate of all
Reimbursable Costs to be incurred, accompanied by the underlying assumptions and
implementation plans of the proposed five-year budget. Owner shall review Operator's
proposed five-year budget within 60 days following receipt of the proposal. Owner may,
by written request, propose changes, additions, deletions and modifications to the
proposals. Owner and Operator will then meet and use their reasonable commercial
efforts to agree upon a final five-year budget (the "Five-Year Budget"). If a final Five-
Year Budget is not approved in its entirety by both parties, the proposed five-year budget
submitted by Operator, together with Owner's final suggested changes, additions,
deletions and modifications shall serve as the Five-Year Budget. The Five-Year Budget
shall be used only for planning and comparison purposes, and shall not constrain
Operator in its actions or expenditures, provided, however, that Operator shall be
required to conform in its operations to the Annual Budget and Annual Project Operating
Plan as provided in this Agreement.

Section 6.3 - Operating Data and Records. Operator shall monitor and record all
operating data and information that (2) Owner must report to any person or entity under
any Project Agreement, (ii) Owner must report to any government agency or other person
or entity under applicable Laws and (iii) Owner reasonably requests. Operator shall
report required or requested operating data and information to Owner as specified by
Owner to support monthly invoicing under the Project Agreements, and within 15 days
following a request by Owner. Operating data to be reported include information from
operating logs, meter and gauge readings and maintenance records.

Section 6.4 - Accounts and Reports. Operator shall cooperate with Owner in
complying with reporting requirements set forth in the Project Agreements and shall,
during the term of this Agreement, furnish or cause to be furnished to Owner the
following reports concerning the Project operations and the Services:

(a) Monthly Reports. Within fifteen (15) Business Days following the last day of
each calendar month, Operator shall submit: (i) a progress report, in detail acceptable to
Owner, covering all activities during such month with respect to operations and
maintenance (including information regarding the amount of electric energy generated,
hours of operation, availability, outages, accidents and emergencies), capital
improvements, labor, other significant matters, and Services. The monthly report shall

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include a comparison of such items to the corresponding values for the preceding month
and for the corresponding portion of the previous Contract Year, a listing of any
significant operating problems along with immediately planned remedial actions, and a
brief summary of major activities planned for the next reporting period, and (ii) a
statement setting forth all Reimbursable Costs paid or incurred in such month, which
statement shall itemize, in detail acceptable to Owner, the computation of such
Reimbursable Costs and shall state whether or not the Project operations have conformed
to the applicable Annual Project Operating Plan and Annual Budget during such
reporting period and if not, the extent and reasons for any deviation and the planned
remedial action. An example of this report is attached to Appendix C of this Agreement.

(b) Litigation, Permit Lapses. Upon obtaining knowledge thereof, Operator shall
promptly notify Owner in writing of: (i) any event of default under any of the Project
Agreements; (ii) any litigation, claims, disputes or actions, threatened or filed, concerning
the Project or the Services; (iii) any refusal or threatened refusal to grant, renew or extend
(or any action pending or threatened that might affect the granting, renewal or extension
of) any license, permit, warranty, approval, authorization or consent relating to the
Project or the Services; and (iv) any dispute with any governmental authority relating to
the Project or the Services.

(c) Other Information. Operator shall promptly submit to Owner any material
information concerning new or significant aspects of the Project's activities and, upon
Owner's request, shall promptly submit any other information concerning the Project or
the Services.

Section 6.5 - Additional Communications. Operator shall communicate certain
additional events specified in Appendix C to Owner and third parties in accordance with
the communication protocols set forth in Appendix C to this Agreement.

ARTICLE 7
LIMITATIONS ON AUTHORITY

Section 7.1 - General Limitations. Notwithstanding any provision in this
Agreement to the contrary, unless previously approved by Owner in writing or through
Owner's approval of the Annual Budget, or modifications thereto, Operator and any
employee, representative, contractor or other agent of Operator are prohibited from
taking the specified actions with respect to the matters indicated below.

(a) Disposition of Assets. Sell, lease, pledge, mortgage, convey, or make any
license, exchange or other transfer or disposition of any property or assets of Owner,
including any property or assets purchased by Operator where the purchase cost is a
Reimbursable Cost;

(b) Contract. Make, enter into, execute, amend, modify or supplement any
contract or agreement (i) on behalf of, in the name of, or purporting to bind Owner or (11)
that prohibits or otherwise restricts Operator's right to assign such contract or agreement
to Owner at any time;

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(c) Expenditures. Make or consent or agree to make any expenditure for
equipment, materials, assets or other items which would be a Reimbursable Cost, except
in conformity with the Annual Budget; provided, however, that solely in connection with
actions taken by Operator pursuant to Sections 3.8 (Emergency), 3.9 (Extraordinary
Circumstances), Operator may, without prior approval from Owner, make limited
expenditures outside the Annual Budget in accordance with those provisions;

(d) Other Actions. Take or agree to take any other action that materially varies
from the applicable Annual Project Operating Plan, Annual Budget or the requirements
of any Project Agreement;

(e) Lawsuits and Settlements. Settle, compromise, assign, pledge, transfer, release
or consent to the compromise, assignment, pledge, transfer or release of, any claim, suit,
debt, demand or judgment against or due by, Owner or Operator, the cost of which, in the
case of Operator, would be a Reimbursable Cost hereunder, or submit any such claim,
dispute or controversy to arbitration or judicial process, or stipulate in respect thereof to a
judgment, or consent to do the same;

(f) Liens. Create, incur or assume any lien upon the Project;

(g) Transactions on Behalf of Others. Engage in any other transaction on behalf of
Owner or any other person or entity not expressly authorized by this Agreement or that
violates applicable Laws, this Agreement or any Project Agreement; or

(h) Agreements. Enter into any agreement to do any of the foregoing.

Section 7.2 - Execution Of Documents. Any agreement, contract, notice or other
document that is expressly permitted hereunder (or under written approval of Owner) to
be executed by Operator shall be executed by the authorized representative of Operator
or, subject to prior written notice to Owner, by such other representative of Operator who
is authorized and empowered by Operator to execute such documents.

ARTICLE 8
TERM AND TERMINATION

Section 8.1 - Term. See Section 1.2.

Section 8.2 - Immediate Termination By Owner. Subject to the terms of any
Project Agreements, Owner may terminate this Agreement immediately (i) upon the
Bankruptcy of Operator or (ii) upon the occurrence of a Force Majeure Event that is not
remedied within 120 days of its initial occurrence. If the Agreement is terminated by
Owner pursuant to Section 8.2(i) or 8.2(ii), Operator shall be compensated for all
Reimbursable Costs incurred by Operator to and including the date of termination. In
addition, if the Agreement is terminated by Owner pursuant to Section 8.2(ii), Operator
shall be paid all unpaid Annual Administrative Fees to and including the date of
termination.

Section 8.3 - Termination Upon Notice By Owner. Subject to the terms of any

Project Agreements, Owner may terminate this Agreement upon 15 days prior written
notice to Operator in the event (i) that Operator violates, or consents to a violation of, any

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Laws applicable to the Services or the Project, where the violation has or may have a
material adverse effect on the maintenance or operation of the Project or Owner's interest,
and Operator does not cure such violation within 30 days (or, if not curable within 30
days, within such period of time as is reasonably necessary, but in no event more than
120 days, provided Operator diligently commences and pursues such cure and
indemnifies Owner for all related costs, of whatever kind), or (ii) of a material breach by
Operator in the performance of the Services, if Operator does not cure such breach within
30 days from the date of Operator’s receipt of notice from Owner demanding cure (or, if
not curable within 30 days, within such period of time as is reasonably necessary, but in
no event more than 90 days, provided Operator diligently commences and pursues such
cure and indemnifies Owner for all related costs, of whatever kind). If the Agreement is
terminated by Owner pursuant to this Section 8.3, Operator shall be compensated for all
Reimbursable Costs incurred by Operator and all unpaid Annual Administrative Fees to
and including the date of termination.

Section 8.4 - Other Termination Upon Notice By Owner. Subject to the terms of
any Project Agreements, Owner may terminate this Agreement with 2 months prior
written notice to Operator, upon the occurrence of (a) a sale or transfer by Owner of its
rights in the Project or a sale or transfer of all or substantially all of the assets of or
interests in Owner, (b) Operator's Reimbursable Costs for Services exceeding 110% of
the approved Annual Budget with respect to Reimbursable Costs, for any 2 consecutive
Contract Years, where such overruns are the fault of, or due to the negligent operation of
the Project by, Operator, or (c) a determination by Owner that, for any reason, it no
longer intends to continue operation of the Project. If the Agreement is terminated by
Owner pursuant to this Section 8.4, Operator shall be compensated for all Reimbursable
Costs incurred by Operator and all unpaid Annual Administrative Fees to and including
the date of such termination under this Section 8.4.

Section 8.6- Intentionally Omitted.

Section 8.6 - Termination By Operator. Subject to the terms of any Project
Agreements, Operator may terminate this Agreement for cause upon 15 days prior
written notice to Owner in the event of: (1) Owner's Bankruptcy; or (ii) Owner's failure to
perform in a timely manner any of its material obligations under this Agreement and such
failure is not cured within 30 days of Owner's receipt of a written notice from Operator
demanding cure (or, if not curable within 30 days, within such period of time as is
reasonably necessary, but in no event more than 120 days, provided that Owner diligently
commences and continues to pursue such cure).

Section 8.7 - Project Condition At End Of Term. Upon expiration or termination
of this Agreement, Operator shall remove its personnel from the Project. Operator shall
leave the Project in as good condition as it was on the Effective Date, normal wear and
tear and casualty excepted. Operator shall be paid all unpaid undisputed Reimbursable
Costs. All special tools purchased or created for the Project, improvements, inventory of
supplies, spare parts, safety equipment, Operating Manuals, operating logs, records and
documents maintained by Operator pursuant to Section 3.5 and any other items furnished
on a Reimbursable Cost basis under this Agreement will be left at the Project and will

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become or remain the property of Owner without additional charge, excepting those
items identified in Schedule 8.7, attached to this agreement. Owner shall also have the
right, in its sole discretion, to assume and become liable for any contracts or obligations
that Operator may have undertaken with third parties in connection with the Services.
Operator shall provide Owner with a status of the Services and any projects ongoing at
the Project. Operator shall cooperate in taking all reasonable steps requested by Owner
required to effect the assumption of the contracts, provided that Owner agrees to
indemnify and hold harmless Operator for all liabilities arising out of events and
obligations arising from the assumption of contract rights and obligations after the date of
any such assumption. Operator shall use commercially reasonable efforts to cooperate
with Owner or a succeeding operator to assure that the operation, maintenance and
management of the Project are not disrupted.

Section 8.8 — Termination provisions.

(a) Audit. Owner shall remain entitled to conduct a subsequent audit and review
of all costs incurred and paid by Owner pursuant to this Article, together with any
supporting documentation requested by Owner, for a period of 3 years from and after the
date of such payment. If, pursuant to such audit and review, it is determined that any
amount previously paid to Operator did not constitute, in whole or in part, a reimbursable
item pursuant to this Article, Owner may recover such amount from Operator plus
interest at the Reference Rate calculated from the date such audit commences, or Owner
may deduct or cause to be deducted such amount from any payment that may be due to
Operator.

Section 8.9 —Effect of Termination of this Agreement. Upon termination of this
Agreement, the provisions of this Agreement shall remain in effect only to the extent
necessary (a) to provide for final billings and adjustments related to the period before
termination with respect to the calculation and billing of any fees owed to the Operator
that were incurred before the termination date, including but not limited to any
Administrative fees owed in relation to revenues from the sale of RECs that were created
before the termination date but have not yet been sold and (b) payment of any money due
and owing any Party pursuant to this Agreement; provided, however, that such
termination shall not affect or excuse the performance of any Party under any provision
of this Agreement that by its terms survives any such termination.

Operator shall be responsible for the sale of any and all RECs created before the

termination date, even if the sale occurs after the termination date. All sales of RECs
hereunder shall be completed no later than one (1) year after termination.

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ARTICLE 9
INSURANCE

Section 9.1 - Coverage.

(a) Obligation to Obtain. Owner and Operator shall obtain and maintain the
insurance set forth in Sections 9.1(b) and 9.1(c). Such insurance may be maintained
under individual or blanket insurance policies.

(b) Operator Coverage. Operator shall maintain during the term of this
Agreement insurance with limits and coverage provisions not less than the limits and
coverage provisions set forth below:

(i) General Liability Insurance: $2,000,000 liability coverage with excess /
umbrella policy limit of $9,000,000 on an occurrence basis against claims for personal
injury (including bodily injury and death), products/completed operations and property
damage. Coverage to be on a primary non-contributory basis.

(i)Automobile Liability Insurance: $1,000,000 Combined Single Limit
automobile liability coverage against claims for personal injury (including bodily injury
and death) or property damage arising out of the use of all owned, leased, non-owned and
hired motor vehicles, including loading and unloading, and containing appropriate no-
fault insurance provisions where applicable.

(iii) Workers' Compensation Insurance: Workers' Compensation coverage in compliance
with the State of New Hampshire statutes, $100,000/$500,000/$ 100,000.

Operator shall maintain in effect at all times during the performance under this contract
all specified insurance coverage with insurers. None of the requirements as to types and
limits to be maintained by Operator are intended to and shall not in any manner limit or
qualify the liabilities and obligations assumed by Operator under this

contract. The Owner shall not maintain any insurance on behalf of Operator. Operator
sub-contractors are subject to the same insurance requirements as Operator and it shall be
the Operator’s responsibility to ensure compliance of this requirement.

All policies of insurance required to be maintained pursuant to Section 9.1(b) shall
include a provision that bars any cancellation or reduction in coverage in a manner that
affects the interests of Owner, without 30 days prior written notice to Owner, except for
termination for non-payment of premium which shall require 10 days prior written notice
to Owner. If the Operator fails to obtain insurance pursuant to Section 9.1(b), Owner has
the option of placing the coverages listed above and naming the Operator as an additional
insured at additional cost to the Operator

(c) Owner Coverage. Owner shall obtain all property and liability insurance
policies customarily maintained for the protection of a hydroelectric project, and shall
maintain such policies for the term of this agreement.

Section 9.2 - Certificates.

Operator will provide the Owner with certificates of insurance for coverage as listed
below and endorsements affecting coverage required by the contract within ten calendar
days after the Owner issues the notice of award. The certificates and endorsements for
each insurance policy must be signed by a person authorized by the insurer and who is

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licensed by the State of New Hampshire. The insurer must have a A.M. Best’s rating of
A or higher. General Liability, Employers’ Liability and Auto Liability policies must
name the City of Nashua as an additional insured and reflect on the certificate of
insurance.

Operator is responsible for filing updated certificates of insurance with the Owner’s Risk
Management Department during the life of the contract.
® All deductibles and self-insured retentions shall be fully disclosed in the
certificate(s) of insurance.
» All aggregates must be fully disclosed on the required certificate of insurance.
= The specified insurance requirements do not relieve Operator of its
responsibilities or limit the amount of its liability to the Owner or other persons,
and Operator is encouraged to purchase such additional insurance, as it deems
necessary.
= Operator is responsible for and required to remedy all damage or loss to any
property, including property of the City, caused in whole or part by Operator or
anyone employed, directed, or supervised by Operator.

Section 9.3 - Payment Of Deductible Amounts. Notwithstanding which party
hereto shall have purchased, or been responsible for the purchase of, any insurance in
respect of the Project or otherwise referred to in this Agreement, Operator shall promptly
pay to Owner any deductible amount related to any claim against or other cost to Owner
covered under any such insurance policy which arose due to the gross negligence of
Operator.

The parties agree that Operator shall have the status of and shall perform all work under
this contract as an independent Operator, maintaining control over all its consultants, sub
consultants, Operators, or subOperators. The only contractual relationship created by this
contract is between the City and Operator, and nothing in this contract shall create any
contractual relationship between the City and Operator’s consultants, sub consultants,
Operators, or subOperators. The parties also agree that Operator is not a City employee
and that there shall be no:

(1) Withholding of income taxes by the City:

(2) Industrial insurance coverage provided by the City;

(3) Participation in group insurance plans which may be available to employees of
the City;

(4) Participation or contributions by either the independent Operator or the City to
the public employee’s retirement system;

(5) Accumulation of vacation leave or sick leave provided by the City;

(6) Unemployment compensation coverage provided by the City.

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ARTICLE 10
INDEMNIFICATION AND LIABILITIES

Section 10.1 - Jndemnification.

(a) Indemnification by Operator. Operator shall indemnify, defend and hold
harmless Owner, the members thereof, and its respective officers, directors, employees,
agents, and representatives (the "Owner Indemnified Parties"), from and against any and
all claims (in whatever form and to the fullest extent permitted by law) arising out of or
in any way connected with, but only to the extent of, any gross negligence, fraud or
willful misconduct of Operator or anyone acting on Operator's behalf or under its
instructions, in connection with this Agreement and Operator's obligations thereunder.
Any costs or expenses incurred by Operator pursuant to its indemnity obligations under
this Section 10.1(a), including the cost of deductibles with respect to the insurance
maintained by Operator or Owner pursuant to Article 9 or losses in excess of such
insurance coverage, shall not constitute a Reimbursable Cost under this Agreement.

(b) Indemnification by Owner. Owner shall indemnify, defend and hold harmless
Operator, its officers, directors, employees, agents, and representatives (the "Operator
Indemnified Parties") from and against any and all claims (in whatever form and to the
fullest extent permitted by law) arising out of or in any way connected with, but only to
the extent of, any gross negligence, fraud or willful misconduct of Owner or anyone
acting on Owner's behalf or under its instructions (other than Operator and its suppliers,
subcontractors, venders, and their subcontractors and vendors and any employee or agent
of the foregoing), in connection with this Agreement and Owner's obligations thereunder.

Section 10.2 - Environmental Liability.

(a) Operator Liability. Operator shall not be responsible for claims directly or
indirectly related to hazardous materials present at the Project before the date of this
Agreement, except to the extent Operator acted with respect to such materials in a grossly
negligent manner. Owner shall defend, indemnify and hold Operator harmless against
such claims, except to the extent such claims arise from Operator's grossly negligent or
intentional acts.

(b) Owner Liability. Owner shall not be responsible for claims directly related to
hazardous materials at the Project arising out of the grossly negligent or intentional acts
of Operator. This provision of the Agreement shall not be construed to require Operator
to take corrective action with respect to any hazardous materials at the Project before the
date of this Agreement.

(c) Governmental Actions. If action is required at the Project to comply with any
applicable environmental laws during the term of this Agreement, Owner (with
Operator's assistance) shall be responsible for the costs of compliance. Costs for such
compliance action shall be incurred by Operator only with Owner's prior written consent,
unless a governmental authority requires Operator to incur such costs and expenses prior
to obtaining such written consent.

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