Limited Liability Company Agreement

　　5.13 annual operating plan. the manager shall prepare for the approval of the members holding a twothirds interest each fiscal year (no later than thirty (30) days prior to the end of the then current fiscal year) a business plan ('annual operating plan') for the next fiscal year, setting forth at a minimum the estimated receipts (including capital calls) and expenditures (capital, operating and other) of the company in sufficient detail to provide an estimate of cash flow, capital proceeds and other financial requirements of the company for such year. any such annual operating plan shall also include such other information or other matters necessary in order to inform the members of the company's business and to enable the members to make an informed decision with respect to their approval of such annual operating plan. the members shall review the proposed annual operating plan and shall offer any revisions thereto within 30 days. after the final annual operating plan has been approved by the members holding a twothirds interest, the manager shall implement the annual operating plan and shall be authorized to make only the expenditures and incur only the obligations provided for therein (subject to section 5.4(b)). notwithstanding the foregoing, the manager may make any expenditure or incur any obligation, whether or not such expenditure or obligation is provided for in an annual operating plan, which is the legal obligation of the company and not within the reasonable control of the manager (e.g., real or personal property taxes). if members holding a twothirds interest are not able to agree on an annual operating plan for any year, each line item in the annual operating plan for the prior year shall be increased by the percentage increase in the cpi index from the first day for which the previous annual operating plan was in effect to the first day for which the new annual operating plan is to be in effect. as used herein, 'cpi index' shall mean the consumer price index for all items all urban consumers (dpiu) (198284 = 100) for the united states, as published by the united states department of labor's bureau of labor statistics (the 'bureau'). should the bureau discontinue the publication of the above index, or publish the index less frequently, or alter the index in some other manner, then the manager shall, from time to time, adopt a substitute index or substitute procedure which reasonably reflects and monitors consumer prices, and the resulting plan shall be the annual operating plan for the current year. 5.14 right to rely on the manager.