Common use of Annual Operating Budget Clause in Contracts

Annual Operating Budget. Not later than sixty (60) days after the acquisition of each Company Property with respect to the balance of the Fiscal Year during which such Company Property is acquired and thereafter by no later than June 1st of each year in which the Company continues to hold such Company Property, the Officers shall submit to the Board, for the Board's Approval, proposed budgets, operating plans and leasing plans (the "ANNUAL OPERATING BUDGET") for each Company Property, as well as a description of major business objectives and challenges (including, but not limited to, vacancy, lease rollover, reletting, sale, refinance, lease option dates, major renovations, and major capital requirements) for such Company Property for the forthcoming Fiscal Year. The Annual Operating Budget also shall set forth the following on a monthly basis with annual totals, together with an explanation of all material assumptions made in determining the same: (i) a detailed estimate of the projected Gross Revenues for the Company Property for the forthcoming Fiscal Year, which estimate shall set forth as separate line items the projected Gross Revenues from rent, escalations, and each other type of revenue expected to be received in such year; (ii) a detailed estimate of the projected operating expenses for the Company Property for the forthcoming Fiscal Year, which estimate shall set forth as separate line items the projected operating expenses with respect to each type of expense expected to be incurred for such year; (iii) a detailed estimate showing projected debt service payments; (iv) a detailed estimate of the projected reimbursable expenses with respect to each type of expense expected to be incurred for such year; (v) a statement as to the projected balances of any reserves with respect to the Company Property as of the first day of the forthcoming year; (vi) a statement as to the projected additions to or disbursements from such reserves for the forthcoming Fiscal Year; (vii) an estimate of the projected Net Operating Cash Flow from such Company Property for the forthcoming Fiscal Year; (viii) a detailed description of the renovations or other capital improvements, if any, proposed to be undertaken with respect to the during the forthcoming Fiscal Year; (ix) an estimate of the total costs of the renovations or other capital improvements, if any, to be undertaken with respect to the Company Property during the forthcoming Fiscal Year together with proposed sources of funding such costs, maximum financing rates (if the proposed source is borrowings) and timing for obtaining such funds and implementing the proposed renovations or capital improvements; (x) a list of each space for which the lease then in effect will expire during the forthcoming eighteen (18) month period, and a description of the proposed terms and conditions for leasing each such vacant space for the forthcoming Fiscal Year, including, without limitation, a calculation of net effective rent for each such vacant space, and projected costs of tenant improvements and tenant allowances for each such vacant space (collectively, the "LEASING GUIDELINES"); (xi) a description of the terms and conditions proposed with respect to material contracts relating to the Company Property for the forthcoming Fiscal Year; (xii) a description of the minimum insurance coverage to be maintained with respect to the Company Property for the forthcoming Fiscal Year; and (xiii) and such other information as may be reasonably requested by the Board. With respect to Company Properties that are build-to-suit or other new development projects, the Annual Operating Budget shall also include the Investment Report for such Company Property, including all development budgets and construction schedules included therein, together with a narrative report describing the status of such project and any realized or projected variances from the development budget and construction schedule pertaining thereto together with the Officer's recommendations for mitigation of any negative variances. In addition, the Officers shall provide to the Board such other financial data and other information as may be reasonably requested by the Board. All Annual Operating Budgets and other reports prepared pursuant to this Section 6.9 shall be prepared in accordance with United States generally accepted accounting principles consistently applied ("GAAP") unless otherwise requested by the Board.

Annual Operating Budget. (i) Not later less than sixty (60) 60 and not more than 90 days after before the acquisition commencement of each Company Property with respect to the balance of the Fiscal Year during which such Company Property is acquired and thereafter by no later than June 1st of each year in which the Company continues to hold such Company PropertyYear, the Officers Borrower shall submit to the Board, TxDOT for its review an operating plan and budget for the Board's ApprovalProject (collectively, proposed budgetsan “Annual Operating Budget”). Each Annual Operating Budget shall specify in reasonable detail all projected Revenues, operating plans Operating Expenses, Major Maintenance Expenses and leasing plans (Capital Expenditures and any projected advances under the "ANNUAL OPERATING BUDGET") for each Company Property, as well as a description of major business objectives and challenges (including, but not limited to, vacancy, lease rollover, reletting, sale, refinance, lease option dates, major renovations, and major capital requirements) Toll Equity Loan Commitment for such Company Property for the forthcoming Fiscal Yearperiod on a monthly basis. The Annual Operating Budget also shall set forth specify (A) the following on a monthly basis with annual totalsprojected Operating Expenses, together with an explanation of all material assumptions made in determining Major Maintenance Expenses and Capital Expenditures relating to the same: (i) a detailed estimate operation, maintenance and improvement of the projected Gross Revenues Project as compared to the Project Budget for the Company Property for the forthcoming Fiscal Year, which estimate shall set forth as separate line items (B) the projected Gross Revenues from rentOperating Expenses, escalationsMajor Maintenance Expenses and Capital Expenditures relating to the operation, maintenance and each other type of revenue expected to be received in such year; (ii) a detailed estimate improvement of the projected operating expenses for Project in excess of the Company Property for the forthcoming Fiscal Year, which estimate shall set forth as separate line items the projected operating expenses with respect to each type of expense expected Project Budget but to be incurred for such year; while performing at the Project Agreement Standards, and (iiiC) a detailed estimate showing the projected debt service payments; (iv) a detailed estimate Operating Expenses, Major Maintenance Expenses and Capital Expenditures relating to the operation, maintenance and improvement of the projected reimbursable expenses with respect to each type Project in excess of expense expected the Project Budget and to be incurred while performing in excess of the Project Agreement Standards and the sources of payment for such year; (v) costs. The Annual Operating Budget shall be accompanied by a statement as to the projected balances of any reserves with respect to the Company Property as certificate of the first day Chief Financial Officer of the forthcoming year; (vi) a statement as to Borrower certifying that the projected additions to or disbursements from such reserves for Annual Operating Budget has been prepared in accordance with the forthcoming Fiscal Year; (vii) an estimate requirements of this Agreement and the projected Net Operating Cash Flow from such Company Property for the forthcoming Fiscal Year; (viii) a detailed description of the renovations or other capital improvements, if any, proposed to be undertaken with respect to the during the forthcoming Fiscal Year; (ix) an estimate of the total costs of the renovations or other capital improvements, if any, to be undertaken with respect to the Company Property during the forthcoming Fiscal Year together with proposed sources of funding such costs, maximum financing rates (if the proposed source is borrowings) and timing for obtaining such funds and implementing the proposed renovations or capital improvements; (x) a list of each space for which the lease then in effect will expire during the forthcoming eighteen (18) month period, and a description of the proposed terms and conditions for leasing each such vacant space for the forthcoming Fiscal YearProject Agreement, including, without limitation, a calculation of net effective rent the requirement that no Revenues or other amounts on deposit in the Trust Agreement Funds are projected to be used to pay for each such vacant spaceOperating Expenses, and projected costs of tenant improvements and tenant allowances for each such vacant space (collectively, the "LEASING GUIDELINES"); (xi) a description of the terms and conditions proposed with respect to material contracts Major Maintenance Expenses or Capital Expenses relating to the Company Property for the forthcoming Fiscal Year; (xii) a description operation, maintenance, or improvement of the minimum insurance coverage Project according to be maintained with respect standards higher than the Project Agreement Standards. The Borrower agrees to submit to TxDOT for its review any amendments, supplements or modifications to the Company Property for the forthcoming Fiscal Year; and (xiii) and such other information as may be reasonably requested Annual Operating Budget accompanied by the Boardsame certification of the Chief Financial Officer of Borrower relating to the matters described in such amendment, supplement or modification. (ii) At any time during the Fiscal Year TxDOT shall have the right to conduct an audit of the Borrower’s compliance with the requirements of this Agreement as it relates to the Annual Operating Budget and the certifications of the Chief Financial Officer submitted in connection therewith as described above. With respect If the results of the audit conclude that the Borrower is not in compliance with the requirements of this Agreement relating to Company Properties that are build-to-suit or other new development projectsthe operation, maintenance and improvement of the Project, the auditor will provide to TxDOT and Borrower a detailed explanation of why the Borrower is not in compliance and TxDOT shall have a period of 45 days after receipt of such explanation to notify the Borrower that, in TxDOT’s reasonable opinion, the Annual Operating Budget that was the subject of the audit does not substantially comply with the requirements of this Agreement and shall also include specify in reasonable detail the Investment Report reasons for such Company Propertynotification; if no such notification in accordance with the foregoing is provided within the time period specified above, including all development budgets and construction schedules included thereinthen the Annual Operating Budget shall be deemed to substantially comply with the requirements of this Agreement. Any dispute between the parties regarding the substantial compliance of the Annual Operating Budget with this Agreement shall be resolved using the dispute resolution procedures described in Section 8.13 hereof.‌ (iii) Upon a final determination that the Borrower has failed to comply with the requirements of this Agreement in connection with the expenditure of funds for the operation, together with a narrative report describing maintenance or improvement of the status Project, the Borrower shall repay to the Trustee the amount of such project expenditures within 60 days of such final determination and any realized shall take all actions required to amend, modify or projected variances from supplement the development budget and construction schedule pertaining thereto together current Annual Operating Budget to comply with the Officer's recommendations for mitigation results of any negative variances. In addition, the Officers shall provide to the Board such other financial data and other information as may be reasonably requested by the Board. All Annual Operating Budgets and other reports prepared pursuant dispute resolution process. (iv) Subject to this Section 6.9 5.01(c), the Borrower shall be prepared operate the Project substantially in accordance with United States generally accepted accounting principles consistently applied ("GAAP"the Annual Operating Budget. Subject to the limitations set forth in Section 5.01(b) unless otherwise requested hereof, the Borrower shall have the right to make expenditures in respect of Operating Expenses, as well as Major Maintenance Expenses and other Capital Expenditures, without any consent or approval of TxDOT, if such costs exceed the amount budgeted for such costs in the applicable Annual Operating Budget; provided that, the Borrower will provide notice to TxDOT if such costs exceed the aggregate amount budgeted for such costs in the applicable Annual Operating Budget by the Boardan amount equal to or above 105% of such aggregate budgeted amount.

Annual Operating Budget. Not later than sixty (60) days after the acquisition of each Company Property with respect to the balance of the Fiscal Year during which such Company Property is acquired and thereafter by no later than June 1st of each year in which the Company continues to hold such Company Property, the Officers shall submit to the Board, for the Board's ’s Approval, proposed budgets, operating plans and leasing plans (the "ANNUAL OPERATING BUDGET"“Annual Operating Budget”) for each Company Property, as well as a description of major business objectives and challenges (including, but not limited to, vacancy, lease rollover, relettingrelating, sale, refinance, lease option dates, major renovations, and major capital requirements) for such Company Property for the forthcoming Fiscal Year. The Annual Operating Budget also shall set forth the following on a monthly basis with annual totals, together with an explanation of all material assumptions made in determining the same: (i) a detailed estimate of the projected Gross Revenues for the Company Property for the forthcoming Fiscal Year, which estimate shall set forth as separate line items the projected Gross Revenues from rent, escalations, and each other type of revenue expected to be received in such year; (ii) a detailed estimate of the projected operating expenses for the Company Property for the forthcoming Fiscal Year, which estimate shall set forth as separate line items the projected operating expenses with respect to each type of expense expected to be incurred for such year; (iii) a detailed estimate showing projected debt service payments; (iv) a detailed estimate of the projected reimbursable expenses with respect to each type of expense expected to be incurred for such year; (v) a statement as to the projected balances of any reserves with respect to the Company Property as of the first day of the forthcoming year; (vi) a statement as to the projected additions to or disbursements from such reserves for the forthcoming Fiscal Year; (vii) an estimate of the projected Net Operating Cash Flow cash flow available for distribution from such Company Property for the forthcoming Fiscal YearProperty; (viii) a detailed description of the renovations or other capital improvements, if any, proposed to be undertaken with respect to the during the forthcoming Fiscal Year; (ix) an estimate of the total costs of the renovations or other capital improvements, if any, to be undertaken with respect to the Company Property during the forthcoming Fiscal Year together with proposed sources of funding such costs, maximum financing rates (if the proposed source is borrowings) and timing for obtaining such funds and implementing the proposed renovations or capital improvementsYear; (x) a list of each space for which the lease then in effect will expire during the forthcoming eighteen (18) month period, and a description of the proposed terms and conditions for leasing each such vacant space for the forthcoming Fiscal Year, including, without limitation, a calculation of net effective rent for each such vacant space, and projected costs of tenant improvements and tenant allowances for each such vacant space (collectively, the "LEASING GUIDELINES"“Leasing Guidelines”); (xi) a description of the terms and conditions proposed with respect to material contracts relating to the Company Property for the forthcoming Fiscal Year; (xii) a description of the minimum insurance coverage to be maintained with respect to the Company Property for the forthcoming Fiscal Year; and (xiii) and such other information as may be reasonably requested by the Board. With respect to Company Properties that are build-to-suit or other new development projects, the Annual Operating Budget shall also include the Investment Report for such Company Property, including all development budgets and construction schedules included therein, together with a narrative report describing the status of such project and any realized or projected variances from the development budget and construction schedule pertaining thereto together with the Officer's ’s recommendations for mitigation of any negative variances. In addition, the Officers shall provide to the Board such other financial data and other information as may be reasonably requested by the Board. All Annual Operating Budgets and other reports prepared pursuant to this Section 6.9 shall be prepared in accordance with United States generally accepted accounting principles consistently applied ("“GAAP"”) unless otherwise requested by the Board.

Annual Operating Budget. Not later than sixty (60) days after the acquisition of each Company Property with respect to the balance of the Fiscal Year during which such Company Property is acquired and thereafter by no later than June 1st of each year in which the Company continues to hold such Company Property, the Officers shall submit to the Board, for the Board's Approval, proposed budgets, operating plans and leasing plans (the "ANNUAL OPERATING BUDGET") for each Company Property, as well as a description of major business objectives and challenges (including, but not limited to, vacancy, lease rollover, reletting, sale, refinance, lease option dates, major renovations, and major capital requirements) for such Company Property for the forthcoming Fiscal Year. The Annual Operating Budget also shall set forth the following on a monthly basis with annual totals, together with an explanation of all material assumptions made in determining the same: (i) a detailed estimate of the projected Gross Revenues for the Company Property for the forthcoming Fiscal Year, which estimate shall set forth as separate line items the projected Gross Revenues from rent, escalations, and each other type of revenue expected to be received in such year; (ii) a detailed estimate of the projected operating expenses for the Company Property for the forthcoming Fiscal Year, which estimate shall set forth as separate line items the projected operating expenses with respect to each type of expense expected to be incurred for such year; (iii) a detailed estimate showing projected debt service payments; (iv) a detailed estimate of the projected reimbursable expenses 43 <PAGE> with respect to each type of expense expected to be incurred for such year; (v) a statement as to the projected balances of any reserves with respect to the Company Property as of the first day of the forthcoming year; (vi) a statement as to the projected additions to or disbursements from such reserves for the forthcoming Fiscal Year; (vii) an estimate of the projected Net Operating Cash Flow from such Company Property for the forthcoming Fiscal Year; (viii) a detailed description of the renovations or other capital improvements, if any, proposed to be undertaken with respect to the during the forthcoming Fiscal Year; (ix) an estimate of the total costs of the renovations or other capital improvements, if any, to be undertaken with respect to the Company Property during the forthcoming Fiscal Year together with proposed sources of funding such costs, maximum financing rates (if the proposed source is borrowings) and timing for obtaining such funds and implementing the proposed renovations or capital improvements; (x) a list of each space for which the lease then in effect will expire during the forthcoming eighteen (18) month period, and a description of the proposed terms and conditions for leasing each such vacant space for the forthcoming Fiscal Year, including, without limitation, a calculation of net effective rent for each such vacant space, and projected costs of tenant improvements and tenant allowances for each such vacant space (collectively, the "LEASING GUIDELINES"); (xi) a description of the terms and conditions proposed with respect to material contracts relating to the Company Property for the forthcoming Fiscal Year; (xii) a description of the minimum insurance coverage to be maintained with respect to the Company Property for the forthcoming Fiscal Year; and (xiii) and such other information as may be reasonably requested by the Board. With respect to Company Properties that are build-to-suit or other new development projects, the Annual Operating Budget shall also include the Investment Report for such Company Property, including all development budgets and construction schedules included therein, together with a narrative report describing the status of such project and any realized or projected variances from the development budget and construction schedule pertaining thereto together with the Officer's recommendations for mitigation of any negative variances. In addition, the Officers shall provide to the Board such other financial data and other information as may be reasonably requested by the Board. All Annual Operating Budgets and other reports prepared pursuant to this Section 6.9 shall be prepared in accordance with United States generally accepted accounting principles consistently applied ("GAAP") unless otherwise requested by the Board.

Annual Operating Budget. Not later than sixty (60) days after the acquisition of each Company Property with respect to the balance of the Fiscal Year during which such Company Property is acquired and thereafter by no later than June 1st of each year in which the Company continues to hold such Company Property, the Officers shall submit to the Board, for the Board's Approval, proposed budgets, operating plans and leasing plans (the "ANNUAL OPERATING BUDGET") for each Company Property, as well as a description of major business objectives and challenges (including, but not limited to, vacancy, lease rollover, reletting, sale, refinance, lease option dates, major renovations, and major capital requirements) for such Company Property for the forthcoming Fiscal Year. The Annual Operating Budget also shall set forth the following on a monthly basis with annual totals, together with an explanation of all material assumptions made in determining the same: (i) a detailed estimate of the projected Gross Revenues for the Company Property for the forthcoming Fiscal Year, which estimate shall set forth as separate line items the projected Gross Revenues from rent, escalations, and each other type of revenue expected to be received in such year; (ii) a detailed estimate of the projected operating expenses for the Company Property for the forthcoming Fiscal Year, which estimate shall set forth as separate line items the projected operating expenses with respect to each type of expense expected to be incurred for such year; (iii) a detailed estimate showing projected debt service payments; (iv) a detailed estimate of the projected reimbursable expenses with respect to each type of expense expected to be incurred for such year; (v) a statement as to the projected balances of any reserves with respect to the Company Property as of the first day of the forthcoming year; (vi) a statement as to the projected additions to or disbursements from such reserves for the forthcoming Fiscal Year; (vii) an estimate of the projected Net Operating Cash Flow cash flow available for distribution from such Company Property for the forthcoming Fiscal YearProperty; (viii) a detailed description of the renovations or other capital improvements, if any, proposed to be undertaken with respect to the during the forthcoming Fiscal Year; (ix) an estimate of the total costs of the renovations or other capital improvements, if any, to be undertaken with respect to the Company Property during the forthcoming Fiscal Year together with proposed sources of funding such costs, maximum financing rates (if the proposed source is borrowings) and timing for obtaining such funds and implementing the proposed renovations or capital improvementsYear; (x) a list of each space for which the lease then in effect will expire during the forthcoming eighteen (18) month period, and a description of the proposed terms and conditions for leasing each such vacant space for the forthcoming Fiscal Year, including, without limitation, a calculation of net effective rent for each such vacant space, and projected costs of tenant improvements and tenant allowances for each such vacant space (collectively, the "LEASING GUIDELINES"); (xi) a description of the terms and conditions proposed with respect to material contracts relating to the Company Property for the forthcoming Fiscal Year; (xii) a description of the minimum insurance coverage to be maintained with respect to the Company Property for the forthcoming Fiscal Year; and (xiii) and such other information as may be reasonably requested by the Board. With respect to Company Properties that are build-to-suit or other new development projects, the Annual Operating Budget shall also include the Investment Report for such Company Property, including all development budgets and construction schedules included therein, together with a narrative report describing the status of such project and any realized or projected variances from the development budget and construction schedule pertaining thereto together with the Officer's recommendations for mitigation of any negative variances. In addition, the Officers shall provide to the Board such other financial data and other information as may be reasonably requested by the Board. All Annual Operating Budgets and other reports prepared pursuant to this Section 6.9 shall be prepared in accordance with United States generally accepted accounting principles consistently applied ("GAAP") unless otherwise requested by the Board.

Annual Operating Budget. Not later than sixty Attached hereto as Exhibit E is an initial operating budget for the Managed Premises for the period from the Soft Opening Date through the end of calendar year 2000. On or prior to September 1, 2001 and on every November 15th thereafter during the Term, Manager shall deliver to Owner, for Owner's approval (60which approval shall not be unreasonably withheld or delayed) days after the acquisition of each Company Property with respect to the balance a proposed draft of the Fiscal Year during which such Company Property is acquired and thereafter by no later than June 1st of each year in which the Company continues to hold such Company Property, the Officers shall submit to the Board, for the Board's Approval, proposed budgets, annual operating plans and leasing plans budget (the "ANNUAL OPERATING BUDGETDraft Annual Operating Budget") for each Company Property, as well as a description the Managed Premises in respect of major business objectives and challenges (including, but not limited to, vacancy, lease rollover, reletting, sale, refinance, lease option dates, major renovations, and major capital requirements) for such Company Property for the forthcoming Fiscal Yearimmediately succeeding calendar year. The Annual Operating Budget also shall set forth the following on a monthly basis with annual totals, together with an explanation of all material assumptions made in determining the same: (i) a detailed estimate of the projected Gross Revenues for the Company Property for the forthcoming Fiscal Year, which estimate shall set forth as separate line items the projected Gross Revenues from rent, escalations, and each other type of revenue expected to be received in such year; (ii) a detailed estimate of the projected operating expenses for the Company Property for the forthcoming Fiscal Year, which estimate shall set forth as separate line items the projected operating expenses with respect to each type of expense expected to be incurred for such year; (iii) a detailed estimate showing projected debt service payments; (iv) a detailed estimate of the projected reimbursable expenses with respect to each type of expense expected to be incurred for such year; (v) a statement as to the projected balances of any reserves with respect to the Company Property as of the first day of the forthcoming year; (vi) a statement as to the projected additions to or disbursements from such reserves for the forthcoming Fiscal Year; (vii) an estimate of the projected Net Operating Cash Flow from such Company Property for the forthcoming Fiscal Year; (viii) a detailed description of the renovations or other capital improvements, if any, proposed to be undertaken with respect to the during the forthcoming Fiscal Year; (ix) an estimate of the total costs of the renovations or other capital improvements, if any, to be undertaken with respect to the Company Property during the forthcoming Fiscal Year together with proposed sources of funding such costs, maximum financing rates (if the proposed source is borrowings) and timing for obtaining such funds and implementing the proposed renovations or capital improvements; (x) a list of each space for which the lease then in effect will expire during the forthcoming eighteen (18) month period, and a description of the proposed terms and conditions for leasing each such vacant space for the forthcoming Fiscal Year, including, without limitation, a calculation of net effective rent for each such vacant space, and projected costs of tenant improvements and tenant allowances for each such vacant space (collectively, the "LEASING GUIDELINES"); (xi) a description of the terms and conditions proposed with respect to material contracts relating to the Company Property for the forthcoming Fiscal Year; (xii) a description of the minimum insurance coverage to be maintained with respect to the Company Property for the forthcoming Fiscal Year; and (xiii) and such other information as may be reasonably requested by the Board. With respect to Company Properties that are build-to-suit or other new development projects, the Draft Annual Operating Budget shall also project in a detailed, line item fashion the monthly (with comparisons to the prior year) estimated Gross Revenues, Operating Expenses, Cash Flow and Adjusted Cash Flow for the forthcoming calendar year for the Managed Premises, which shall be substantially in the same form as the initial operating budget and shall include: (I) a detailed schedule of the amounts to be transferred to the Reserve Account and all anticipated expenditures to be made from the Reserve Account, such schedule to include each item of FF&E required, the Investment Report for such Company Propertynumber of units to be replaced, including all development budgets unit costs and construction schedules included thereincosts in aggregate, together with such additional information as Owner shall reasonably request during the calendar year relating to any anticipated expenditures. Where color or type of style of an item is changed from the previous item, the new item shall be presented for Owner's approval (such approval not to be unreasonably withheld or delayed so long as the color or type of style is consistent with the Operating Standard); (II) the program for the advertising of and marketing the Managed Premises for the forthcoming calendar year containing a narrative report describing detailed itemization of the status proposed expenditures by category. Assumptions forming the basis of such project itemization shall be presented in narrative form. Such advertising and any realized marketing program may include advertising in which the Managed Premises participates with one or projected variances from the development budget and construction schedule pertaining thereto together more other restaurants owned or controlled by Manager's Affiliates which operate at a level of quality consistent with the Officer's recommendations for mitigation Operating Standard, in which case the cost shall be included as part of Group Services; (III) a detailed staffing plan, with a description of each position, the number of employees at each position, the estimated cost thereof and an explanation of any negative variances. In additionproposed changes from previously Approved Annual Operating Budgets; and (IV) a detailed schedule of the Group Services to be provided by Manager, the Officers shall provide total cost therefor and the portion thereof to be allocated to the Board Managed Premises and the basis for such other financial data and other information as may be reasonably requested by the Board. All Annual Operating Budgets and other reports prepared pursuant to this Section 6.9 allocation, which shall be prepared in accordance consistent with United States generally accepted accounting principles consistently applied ("GAAP") unless otherwise requested by the Boardrequirements of Section 22(c).

Annual Operating Budget. Not The Company shall prepare a budget for each Fiscal Year (each an “Annual Operating Budget”). An Annual Operating Budget for each Fiscal Year subsequent to 2005 shall be prepared by the Company’s Officers for submission to the Board not later than sixty (60) days after the acquisition of each Company Property with respect prior to the balance start of the such Fiscal Year during which such Company Property is acquired and thereafter by no later than June 1st of each year in which the Company continues to hold such Company Property, the Officers Year. Each Annual Operating Budget shall submit to the Board, for the Board's Approval, include proposed budgets, operating plans and leasing plans (the "ANNUAL OPERATING BUDGET") for each Company PropertyProperty and for the Company’s entire portfolio of Properties, as well as a description of major business objectives and challenges (including, but not limited to, vacancy, lease rollover, reletting, sale, refinance, lease option dates, major renovations, and major capital requirements) for such each Company Property and for the Company’s entire portfolio of Properties for the forthcoming Fiscal Year. The Annual Operating Budget also shall set forth the following on a monthly basis with annual totals, together with an explanation of all material assumptions made in determining the same: (i) a detailed estimate of the projected Gross Revenues for the Company Property for the forthcoming Fiscal Year, which estimate shall set forth as separate line items the projected Gross Revenues from rent, escalations, and each other type of revenue expected to be received in such year; (ii) a detailed estimate of the projected operating expenses for the Company Property for the forthcoming Fiscal Year, which estimate shall set forth as separate line items the projected operating expenses with respect to each type of expense expected to be incurred for such year; (iii) a detailed estimate showing projected debt service payments; (iv) a detailed estimate of the projected reimbursable expenses with respect to each type of expense expected to be incurred for such year; (v) a statement as to the projected balances of any reserves with respect to the Company Property as of the first day of the forthcoming year; (vi) a statement as to the projected additions to or disbursements from such reserves for the forthcoming Fiscal Year; (vii) an estimate of the projected Net Operating Cash Flow cash flow available for distribution from such Company Property for the forthcoming Fiscal YearProperty; (viii) a detailed description of the renovations or other capital improvements, if any, proposed to be undertaken with respect to the during the forthcoming Fiscal Year; (ix) an estimate of the total costs of the renovations or other capital improvements, if any, to be undertaken with respect to the Company Property during the forthcoming Fiscal Year together with proposed sources of funding such costs, maximum financing rates (if the proposed source is borrowings) and timing for obtaining such funds and implementing the proposed renovations or capital improvementsYear; (x) a list of each space for which the lease then in effect will expire during the forthcoming eighteen (18) month period, and a description of the proposed terms and conditions for leasing each such vacant space for the forthcoming Fiscal Year, including, without limitation, a calculation of net effective rent for each such vacant space, and projected costs of tenant improvements and tenant allowances for each such vacant space (collectively, the "LEASING GUIDELINES"“Leasing Guidelines”); (xi) a description of the terms and conditions proposed with respect to material contracts relating to the Company Property for the forthcoming Fiscal Year; (xii) a description of the minimum insurance coverage to be maintained with respect to the Company Property for the forthcoming Fiscal Year; and (xiii) and such other information as may be reasonably requested by the Board. With respect to Company Properties that are build-to-suit or other new development projects, the Annual Operating Budget shall also include the Investment Report for such Company Property, including all development budgets and construction schedules included therein, together with a narrative report describing the status of such project and any realized or projected variances from the development budget and construction schedule pertaining thereto together with the Officer's recommendations for mitigation of any negative variances. In addition, the Officers shall provide to the Board such other financial data and other information as may be reasonably requested by the Board. All Annual Operating Budgets and other reports prepared pursuant to this Section 6.9 6.8 shall be prepared in accordance with United States generally accepted accounting principles consistently applied ("GAAP") GAAP unless otherwise requested by the Board.

Annual Operating Budget. Not later So long as each Project is performing such that (i) the aggregate, gross level of revenues for that Project are meeting or exceeding the operating pro forma approved by SHP on or before December 15, 2005 (the “Operating Pro Forma”) and (ii) the aggregate, gross level of expenses for that Project are equal to or less than sixty (60) days after the acquisition of each Company Property with respect to the balance of the Fiscal Year during which such Company Property is acquired and thereafter by no later than June 1st of each year in which the Company continues to hold such Company PropertyOperating Pro Forma, the Officers shall submit to the Board, for the Board's Approval, proposed budgets, operating plans and leasing plans (the "ANNUAL OPERATING BUDGET") for each Company Property, as well as a description of major business objectives and challenges (including, but not limited to, vacancy, lease rollover, reletting, sale, refinance, lease option dates, major renovations, and major capital requirements) for such Company Property for the forthcoming Fiscal Year. The current Annual Operating Budget also shall set forth the following on a monthly basis with annual totals, together with an explanation of all material assumptions made in determining the same: (i) a detailed estimate must be approved by unanimous consent of the projected Gross Revenues Committee. To the extent that the applicable Project is performing such that either the aggregate, gross revenues or aggregate gross expenses for that Project are not equal to or better than the Operating Pro Forma, SHP shall have the right to unilaterally approve any proposed annual operating budget. Any annual operating budget as approved pursuant to this Section 6.6(a) is referred to as the “Annual Operating Budget.” ARC shall prepare and deliver to SHP, on or before ninety (90) days prior to the expiration of the then current fiscal year, a proposed Annual Operating Budget for each Project for the Company Property for the forthcoming Fiscal Year, which estimate shall set forth as separate line items the projected Gross Revenues from rent, escalations, and each other type of revenue expected to be received in such upcoming fiscal year; (ii) a detailed estimate . The exact form of the projected operating expenses for the Company Property for the forthcoming Fiscal Year, which estimate Annual Operating Budget shall set forth as separate line items the projected operating expenses with respect to each type of expense expected to be incurred for such year; (iii) a detailed estimate showing projected debt service payments; (iv) a detailed estimate of the projected reimbursable expenses with respect to each type of expense expected to be incurred for such year; (v) a statement as to the projected balances of any reserves with respect to the Company Property as of the first day of the forthcoming year; (vi) a statement as to the projected additions to or disbursements from such reserves for the forthcoming Fiscal Year; (vii) an estimate of the projected Net Operating Cash Flow from such Company Property for the forthcoming Fiscal Year; (viii) a detailed description of the renovations or other capital improvements, if any, proposed to be undertaken with respect to the during the forthcoming Fiscal Year; (ix) an estimate of the total costs of the renovations or other capital improvements, if any, to be undertaken with respect to the Company Property during the forthcoming Fiscal Year together with proposed sources of funding such costs, maximum financing rates (if the proposed source is borrowings) agreed upon by ARC and timing for obtaining such funds and implementing the proposed renovations or capital improvements; (x) a list of each space for which the lease then in effect will expire during the forthcoming eighteen (18) month period, and a description of the proposed terms and conditions for leasing each such vacant space for the forthcoming Fiscal Year, includingSHP but shall include, without limitation, a calculation reasonably detailed and itemized estimates of net effective rent all projected income and expenses of such Subsidiary for each such vacant spacethe upcoming fiscal year (except items included in the proposed Annual Capital Budget), and projected costs of tenant improvements specifically including reserves and tenant allowances working capital for each such Subsidiary and a detailed leasing report describing all vacant space (collectivelyunits within the Project, the "LEASING GUIDELINES"); (xi) square footage of each vacant unit and the total square footage of all vacating units within the Project. To the extent that the Annual Operating Budget for a description particular Project is not approved prior to the commencement of the terms and conditions proposed with respect fiscal year to material contracts relating which such budget is to the Company Property for the forthcoming Fiscal Year; (xii) a description of the minimum insurance coverage to be maintained with respect to the Company Property for the forthcoming Fiscal Year; and (xiii) and such other information as may be reasonably requested by the Board. With respect to Company Properties that are build-to-suit or other new development projectsrelate, the Annual Operating Budget shall also include the Investment Report for such Company PropertySubsidiary for the prior fiscal year, including all development budgets and construction schedules included thereinplus a three percent (3%) increase for each line item contained in such budget, together shall be utilized in connection with a narrative report describing the status operation of such project and any realized or projected variances from the development budget and construction schedule pertaining thereto together with the Officer's recommendations for mitigation of any negative variances. In addition, the Officers shall provide to the Board such other financial data and other information as may be reasonably requested by the Board. All Annual Operating Budgets and other reports prepared pursuant to this Section 6.9 shall be prepared in accordance with United States generally accepted accounting principles consistently applied ("GAAP") unless otherwise requested by the BoardProperty.

Annual Operating Budget. Not later than sixty Attached hereto as Exhibit E is an initial operating budget for the Managed Premises for the period from the Soft Opening Date through the end of calendar year 2000. On or prior to September 1, 2001 and on every November 15th thereafter during the Term, Manager shall deliver to Owner, for Owner's approval (60which approval shall not be unreasonably withheld or delayed) days after the acquisition of each Company Property with respect to the balance a proposed draft of the Fiscal Year during which such Company Property is acquired and thereafter by no later than June 1st of each year in which the Company continues to hold such Company Property, the Officers shall submit to the Board, for the Board's Approval, proposed budgets, annual operating plans and leasing plans budget (the "ANNUAL OPERATING BUDGETDraft Annual Operating Budget") for each Company Property, as well as a description the Managed Premises in respect of major business objectives and challenges (including, but not limited to, vacancy, lease rollover, reletting, sale, refinance, lease option dates, major renovations, and major capital requirements) for such Company Property for the forthcoming Fiscal Yearimmediately succeeding calendar year. The Annual Operating Budget also shall set forth the following on a monthly basis with annual totals, together with an explanation of all material assumptions made in determining the same: (i) a detailed estimate of the projected Gross Revenues for the Company Property for the forthcoming Fiscal Year, which estimate shall set forth as separate line items the projected Gross Revenues from rent, escalations, and each other type of revenue expected to be received in such year; (ii) a detailed estimate of the projected operating expenses for the Company Property for the forthcoming Fiscal Year, which estimate shall set forth as separate line items the projected operating expenses with respect to each type of expense expected to be incurred for such year; (iii) a detailed estimate showing projected debt service payments; (iv) a detailed estimate of the projected reimbursable expenses with respect to each type of expense expected to be incurred for such year; (v) a statement as to the projected balances of any reserves with respect to the Company Property as of the first day of the forthcoming year; (vi) a statement as to the projected additions to or disbursements from such reserves for the forthcoming Fiscal Year; (vii) an estimate of the projected Net Operating Cash Flow from such Company Property for the forthcoming Fiscal Year; (viii) a detailed description of the renovations or other capital improvements, if any, proposed to be undertaken with respect to the during the forthcoming Fiscal Year; (ix) an estimate of the total costs of the renovations or other capital improvements, if any, to be undertaken with respect to the Company Property during the forthcoming Fiscal Year together with proposed sources of funding such costs, maximum financing rates (if the proposed source is borrowings) and timing for obtaining such funds and implementing the proposed renovations or capital improvements; (x) a list of each space for which the lease then in effect will expire during the forthcoming eighteen (18) month period, and a description of the proposed terms and conditions for leasing each such vacant space for the forthcoming Fiscal Year, including, without limitation, a calculation of net effective rent for each such vacant space, and projected costs of tenant improvements and tenant allowances for each such vacant space (collectively, the "LEASING GUIDELINES"); (xi) a description of the terms and conditions proposed with respect to material contracts relating to the Company Property for the forthcoming Fiscal Year; (xii) a description of the minimum insurance coverage to be maintained with respect to the Company Property for the forthcoming Fiscal Year; and (xiii) and such other information as may be reasonably requested by the Board. With respect to Company Properties that are build-to-suit or other new development projects, the Draft Annual Operating Budget shall also project in a detailed, line item fashion the monthly (with comparisons to the prior year) estimated Gross Revenues, Operating Expenses, Cash Flow and Adjusted Cash Flow for the forthcoming calendar year for the Managed Premises, which shall be substantially in the same form as the initial operating budget and shall include: (I) a detailed schedule of the amounts to be transferred to the Reserve Account and all anticipated expenditures to be made from the Reserve Account, such schedule to include each item of FF&E required, the Investment Report for such Company Propertynumber of units to be replaced, including all development budgets unit costs and construction schedules included thereincosts in aggregate, together with such additional information as Owner shall reasonably request during the calendar year relating to any anticipated expenditures. Where color or type of style of an item is changed from the previous item, the new item shall be presented for Owner's approval (such approval not to be unreasonably withheld or delayed so long as the color or type of style is consistent with the Operating Standard); (II) the program for the advertising of and marketing the Managed Premises for the forthcoming calendar year containing a narrative report describing detailed itemization of the status proposed expenditures by category. Assumptions forming the basis of such project itemization shall be presented in narrative form. Such advertising and any realized marketing -23- <PAGE> program may include advertising in which the Managed Premises participates with one or projected variances from the development budget and construction schedule pertaining thereto together more other restaurants owned or controlled by Manager's Affiliates which operate at a level of quality consistent with the Officer's recommendations for mitigation Operating Standard, in which case the cost shall be included as part of Group Services; (III) a detailed staffing plan, with a description of each position, the number of employees at each position, the estimated cost thereof and an explanation of any negative variances. In additionproposed changes from previously Approved Annual Operating Budgets; and (IV) a detailed schedule of the Group Services to be provided by Manager, the Officers shall provide total cost therefor and the portion thereof to be allocated to the Board Managed Premises and the basis for such other financial data and other information as may be reasonably requested by the Board. All Annual Operating Budgets and other reports prepared pursuant to this Section 6.9 allocation, which shall be prepared in accordance consistent with United States generally accepted accounting principles consistently applied ("GAAP") unless otherwise requested by the Boardrequirements of Section 22(c).