Common use of Budgets and Business Plans Clause in Contracts

Budgets and Business Plans. (a) On or before October 15th of each year during the term hereof, the applicable Designated Manager shall prepare and submit to the Members for Approval of the Members a proposed update to the Initial Business Plan and a proposed annual budget for the next calendar year for each of the Archstone Residual Assets for which it has been appointed the Designated Manager (b) At the first quarterly Management Committee meeting following the completion of each Fiscal Year, the agenda items shall include a review of the then-current Approved Business Plans and the proposed updates and proposed annual budget submitted by the applicable Designated Managers to determine whether the proposed updates or other adjustments thereto should be Approved, and to approve of proposed Annual Budgets for the ensuing year. However, unless the Approval of the Management Committee is obtained for proposed adjustments to any previously-approved Approved Business Plan (or any previously-approved Annual Budgets), the previously-approved Approved Business Plan (including, where applicable, any capital budgets, to the extent that such previously-approved capital budgets and the Approved Business Plan contemplated the continuation of capital expenditures for particular projects in future periods inclusive of the period in question) shall remain in full force and effect (except with respect to the elements of any Approved Business Plan that consist of the portion of the previously-approved Annual Budget that involves an operating budget, as provided below). If the Management Committee does not approve of an Annual Budget that includes an operating budget for any Archstone Residual Asset for any year, then, until an operating budget for such asset for such year is Approved by the Management Committee, the operating budget included in the prior year’s Annual Budget shall be utilized with adjustments thereto to reflect (i) any increases in particular line items that have been Approved by the Management Committee, (ii) as to other items, adjustments to reflect increases in the cost of living and increases in the cost of non-discretionary items (such as debt service payments, property taxes, insurance premiums (for coverages required pursuant to the applicable Approved Business Plan), utility charges or costs required to be incurred pursuant to the requirements of contracts (including, where applicable, requirements of applicable Outside Partnership Agreements)), and (iii) increases resulting from emergencies or force majeure events. (c) The Members acknowledge that one of the purposes of the Company is to realize upon and dispose of the Archstone Residual Assets and, accordingly, the Approved Business Plans for the Archstone Residual Assets shall include the anticipated timelines for the holding of such Archstone Residual Assets and the agreed-upon floor prices (and other applicable minimum terms) at which the Company would be authorized to dispose of its interest in the applicable assets. The applicable Designated Manager shall have the principal responsibility for coordinating the implementation of the aspects of the Approved Business Plan relating to the initiation and pursuit of the marketing of the applicable Archstone Residual Assets for which it has been appointed the Designated Manager, and for keeping the Members informed of the status of such marketing efforts. Transfers of the Archstone Residual Assets by the Company (or any Subsidiary Entity or Outside Partnership) shall be authorized subject to Section 4.3(g).

Budgets and Business Plans. (a) On or before October 15th of each year during the term hereof, the applicable Designated Manager shall prepare and submit to the Members for Approval of the Members a proposed update to the Initial Business Plan and a proposed annual budget for the next calendar year for each of the Archstone Residual Assets for which it has been appointed the Designated Manageryear. (b) At the first quarterly Management Committee meeting following the completion of each Fiscal Year, the agenda items shall include a review of the then-current Approved Business Plans Plan and the proposed updates and proposed annual budget submitted by the applicable Designated Managers Manager to determine whether the proposed updates or other adjustments thereto should be Approved, and to approve of proposed Annual Budgets Budget for the ensuing year. However, unless the Approval of the Management Committee is obtained for proposed adjustments to any the previously-approved Approved Business Plan (or any the previously-approved Annual BudgetsBudget), the previously-approved Approved Business Plan (including, where applicable, any capital budgets, to the extent that such previously-approved capital budgets and the Approved Business Plan contemplated the continuation of capital expenditures for particular projects in future periods inclusive of the period in question) shall remain in full force and effect (except with respect to the elements of any the Approved Business Plan that consist of the portion of the previously-approved Annual Budget that involves an operating budget, as provided below). If the Management Committee does not approve of an Annual Budget that includes an operating budget for any Archstone Residual Asset for any year, then, until an operating budget for such asset for such year is Approved by the Management Committee, the operating budget included in the prior year’s Annual Budget shall be utilized with adjustments thereto to reflect (i) any increases in particular line items that have been Approved by the Management Committee, (ii) as to other items, adjustments to reflect increases in the cost of living and increases in the cost of non-discretionary items (such as debt service payments, property taxes, insurance premiums (for coverages required pursuant to the applicable Approved Business Plan), utility charges or costs required to be incurred pursuant to the requirements of contracts (including, where applicable, requirements of applicable Outside Partnership Agreements)contracts), and (iii) increases resulting from emergencies or force majeure events. (c) The Members acknowledge that one of the purposes of the Company is to realize upon and dispose of the Archstone Residual Company Assets and, accordingly, the Approved Business Plans Plan for the Archstone Residual Company Assets shall include the anticipated timelines for the holding of such Archstone Residual Company Assets and the agreed-upon floor prices (and other applicable minimum terms) at which the Company would be authorized to dispose of its interest in the applicable assets. The applicable Designated Manager shall have the principal responsibility for coordinating the implementation of the aspects of the Approved Business Plan relating to the initiation and pursuit of the marketing of the applicable Archstone Residual Company Assets for which it has been appointed the Designated Manager, and for keeping the Members informed of the status of such marketing efforts. Transfers of the Archstone Residual Company Assets by the Company (or any Subsidiary Entity or Outside PartnershipEntity) shall be authorized subject to Section 4.3(g).

Budgets and Business Plans. Manager shall review and adapt Owner’s current operating and capital budget for each Property, if available, or prepare and submit no later than ninety (a90) On days after the Effective Date with respect to such Property to Owner a proposed new operating and capital budget (as applicable, the “Budget”) for the operation, repair and maintenance of such Property for the remainder of the calendar year in which the Effective Date for such Property occurs. Thereafter, on or before October 15th of the date specified each year during the term hereofby Owner (but not later than November 15th), the applicable Designated Manager shall prepare and submit to Owner an updated Budget for the Members for Approval remainder of the Members a proposed update to the Initial Business Plan current calendar year and a proposed annual budget preliminary Budget for the next calendar year followed by a final Budget for each the next calendar year, incorporating any changes requested by Owner. Such Budgets shall: (a) be prepared on one of the Archstone Residual Assets following bases, as directed in advance by Owner: cash, modified cash or accrual basis (not a combination); and (ii) show a month by month projection of income, expenses, capital expenditures, reserves and other non-recurring items. Owner shall notify Manager within 30 days after Owner’s receipt of the proposed Budget as to whether Owner approves or disapproves the proposed Budget. An expressly approved Budget is referred to herein as the “Approved Budget”. If Owner disapproves the proposed Budget submitted by Manager within the 30 day time period set forth above, then Owner shall notify Manager of such disapproval together with Owner’s objections to the proposed Budget and Manager shall promptly revise such Budget and resubmit the same to Owner. Owner shall advise Manager of any objections to such revised Budget within 15 days after receipt thereof and Manager shall again promptly revise the same in accordance with the process described in this subsection until Owner approves the Budget. Until such time as Owner approves a proposed Budget, the most recently Approved Budget shall apply subject to adjustment for which it has been appointed the Designated Manageractual increases in taxes or insurance premiums and other non-discretionary items. (b) At Once the first quarterly Management Committee meeting following the completion of each Fiscal Year, the agenda items shall include a review of the then-current Approved Business Plans and the proposed updates and proposed annual budget submitted Budget has been approved by the applicable Designated Managers Owner (either expressly or by deemed approval pursuant to determine whether the proposed updates or other adjustments thereto should be Approved, and to approve of proposed Annual Budgets for the ensuing year. However, unless the Approval of the Management Committee is obtained for proposed adjustments to any previously-approved Approved Business Plan clause (or any previously-approved Annual Budgetsa) above), the previously-approved Approved Business Plan (including, where applicable, any capital budgets, to the extent that such previously-approved capital budgets and Manager shall implement the Approved Business Plan contemplated the continuation of capital expenditures for particular projects in future periods inclusive of the period in question) shall remain in full force Budget and effect (except with respect use commercially reasonable efforts to the elements of any Approved Business Plan ensure that consist of the portion of the previously-approved Annual Budget that involves an operating budget, as provided below). If the Management Committee does not approve of an Annual Budget that includes an operating budget for any Archstone Residual Asset for any year, then, until an operating budget for such asset for such year is Approved by the Management Committee, the operating budget included in the prior year’s Annual Budget shall be utilized with adjustments thereto to reflect (i) any increases in particular line items that have been Approved by the Management Committee, (ii) as to other items, adjustments to reflect increases in the cost of living operating each Property shall not exceed the Approved Budget for such Property. The Approved Budget shall constitute an authorization for Manager to expend necessary monies to manage and increases operate the applicable Property in accordance with the cost Approved Budget and subject to the provisions of this Agreement until a subsequent Budget is approved; the approval of non-discretionary items (such as debt service payments, property taxes, insurance premiums (for coverages required pursuant to the applicable Approved Business Plan), utility charges or recurring costs required to be incurred pursuant to the requirements of contracts (including, where applicable, requirements of applicable Outside Partnership Agreements)), and (iii) increases resulting from emergencies or force majeure events. (c) The Members acknowledge that one of the purposes of the Company is to realize upon and dispose of the Archstone Residual Assets and, accordingly, capital improvements in the Approved Business Plans Budget shall constitute an authorization for Manager to collect bids for the Archstone Residual Assets shall include the anticipated timelines expenditure and present a final recommendation to Owner for the holding its approval for expenditure of monies to implement such Archstone Residual Assets and the agreed-upon floor prices (and other applicable minimum terms) at which the Company would be authorized to dispose of its interest items called for in the applicable assets. The applicable Designated Manager shall have the principal responsibility for coordinating the implementation of the aspects of the Approved Business Plan relating to the initiation and pursuit of the marketing of the applicable Archstone Residual Assets for which it has been appointed the Designated Manager, and for keeping the Members informed of the status of such marketing efforts. Transfers of the Archstone Residual Assets by the Company (or any Subsidiary Entity or Outside Partnership) shall be authorized subject to Section 4.3(g)Budget.

Budgets and Business Plans. (a) On or before October 15th of each year during the term hereof, the applicable Designated Manager shall prepare and submit to Owner a proposed operating and capital budget (the Members "Budget") for Approval the operation, repair and maintenance of the Members a proposed update Premises for the remainder of the calendar year in which the Effective Date occurs, no later than thirty (30) days after the Effective Date. Thereafter, on or before the date specified each year by Owner (but not later than October 1), Manager shall prepare and submit to Owner an updated Budget for the Initial Business Plan remainder of the current calendar year and a proposed annual budget preliminary Budget for the next calendar year year. Thereafter, Manager shall prepare and submit to Owner the final Budget for each the next calendar year, incorporating any changes requested by Owner. Such Budgets shall: (i) be prepared utilizing the Kardin software, (ii) be prepared on a cash and/or accrual basis, as directed by Owner, and (ii) show a month by month projection of income, expenses, capital expenditures and reserves. Owner shall have final approval over the Budget, provided Owner may not disapprove the payments required to be made to Manager hereunder. If a Budget is not agreed to prior to the commencement of the Archstone Residual Assets next succeeding calendar year, beginning on January 1st of such year until a Budget is approved, Manager shall operate the Premises in accordance with the Budget for the immediately preceding calendar year (subject to an increase of ten percent (10%) in any line items over such line items for the prior calendar year subject to (a) an aggregate limitation for all line items of a five percent (5%) increase, and (b) such provisions of the Budget which it has have been appointed approved); provided, however, Manager shall be permitted to make such expenditures in excess of the Designated Manageramounts set forth in the last approved Budget for taxes and other governmental charges, insurance premiums, utility charges, union wage and work rule cost increases, amounts required to be paid pursuant to existing leases and contracts, and amounts required to be paid in the event of an emergency to preserve the value of the Premises until a Budget for the current calendar year is approved. (b) At the first quarterly Management Committee meeting following the completion After written approval of each Fiscal Yearsuch Budget by Owner, the agenda items Manager shall include a review of the then-current Approved Business Plans and the proposed updates and proposed annual budget submitted by the applicable Designated Managers to determine whether the proposed updates or other adjustments thereto should be Approved, and to approve of proposed Annual Budgets for the ensuing year. However, unless the Approval of the Management Committee is obtained for proposed adjustments to any previously-approved Approved Business Plan (or any previously-approved Annual Budgets), the previously-approved Approved Business Plan (including, where applicable, any capital budgets, to the extent that such previously-approved capital budgets and the Approved Business Plan contemplated the continuation of capital expenditures for particular projects in future periods inclusive of the period in question) shall remain in full force and effect (except with respect to the elements of any Approved Business Plan that consist of the portion of the previously-approved Annual Budget that involves an operating budget, as provided below). If the Management Committee does not approve of an Annual Budget that includes an operating budget for any Archstone Residual Asset for any year, then, until an operating budget for such asset for such year is Approved by the Management Committee, the operating budget included in the prior year’s Annual Budget shall be utilized with adjustments thereto to reflect (i) any increases implement the Budget and shall be authorized, without the need for further approval by Owner, to make expenditures and incur the obligations provided for in particular line items that have been Approved by the Management Committeeapproved Budget subject to the limitations set forth in Section 5.4 for non-emergency purchases and repairs, and (ii) as use commercially reasonable efforts to other items, adjustments to reflect increases in ensure that the actual cost of living and increases operating the Premises shall not exceed the approved Budget, however in no event is Manager guarantying that the cost of non-discretionary items (Premises can be managed in accordance with such as debt service payments, property taxes, insurance premiums (for coverages required pursuant to the applicable Approved Business Plan), utility charges or costs required to be incurred pursuant to the requirements of contracts (including, where applicable, requirements of applicable Outside Partnership Agreements)), and (iii) increases resulting from emergencies or force majeure eventsBudget. (c) The Members acknowledge that one Within 30 days following Owner’s written request, which request shall not be made more often than once per calendar year, Manager shall provide Owner with a draft of a business plan for the Premises, containing such information as Owner may reasonably request, including (i) a list of all properties competitive with the Premises, a list of the purposes tenants of the Company is to realize upon each and dispose of the Archstone Residual Assets andSMRH:479330698.9 all other reasonably available information respecting each, accordingly, the Approved Business Plans for the Archstone Residual Assets shall include the anticipated timelines for the holding of such Archstone Residual Assets and the agreed-upon floor prices (and other applicable minimum termsii) at which the Company would be authorized to dispose of its interest in the applicable assets. The applicable Designated Manager shall have the principal responsibility for coordinating the implementation of the aspects of the Approved Business Plan basic demographic data relating to the initiation and pursuit market area of the marketing of Premises, including population growth, major employers, employment and unemployment levels and, if the applicable Archstone Residual Assets for which it has been appointed the Designated ManagerPremises is a retail property, retail sales and for keeping the Members informed of the status of such marketing efforts. Transfers of the Archstone Residual Assets by the Company (or any Subsidiary Entity or Outside Partnership) shall be authorized subject to Section 4.3(g)housing starts.

Budgets and Business Plans. (a) On or before October 15th of each year during Attached to this Agreement as Exhibit A is the term hereofCompany's capital expenditure and operating budget (a "Budget") for the period ending June 30, 1997 and the applicable Designated Manager shall prepare and submit to the Members for Approval of the Members a proposed update to the Initial Business Plan and a proposed annual budget for the next calendar year for each of the Archstone Residual Assets for such period, which it has been appointed approved by the Designated ManagerMembers. (b) At the first quarterly Management Committee meeting following the completion of least 60 days prior to July 1, 1997 and each Fiscal Yearsucceeding July 1, the agenda items shall include CEO will provide the Members with a review of the then-current Approved Business Plans and the proposed updates and proposed annual budget submitted by the applicable Designated Managers to determine whether the proposed updates or other adjustments thereto should be Approved, and to approve of proposed Annual Budgets Budget for the ensuing year. However, unless the Approval of the Management Committee is obtained for proposed adjustments to any previously-approved Approved Business Plan forthcoming Fiscal Year (or any previously-approved Annual Budgetssuch longer period as the Members may agree to pursuant to Section 6.3), the previously-approved Approved Business Plan (includingfor approval in accordance with Section 6.3, where applicable, any capital budgets, to the extent that such previously-approved capital budgets and the Approved Business Plan contemplated the continuation of capital expenditures for particular projects in future periods inclusive of the period in question) shall remain in full force and effect (except with respect to the elements of any Approved Business Plan that consist of the portion of the previously-approved Annual which Budget that involves an operating budget, as provided below). If the Management Committee does not approve of an Annual Budget that includes an operating budget for any Archstone Residual Asset for any year, then, until an operating budget for such asset for such year is Approved by the Management Committee, the operating budget included in the prior year’s Annual Budget shall be utilized with adjustments thereto to reflect will include (i) any increases an income statement prepared on an accrual basis which will show in particular line items that have been Approved by reasonable detail the Management Committeerevenues and expenses projected for the Company's business for such Fiscal Year, (ii) as to other itemsa cash flows statement which will show in reasonable detail the receipts and disbursements projected for the Company's business for such Fiscal Year and the amount of any corresponding cash deficiency or surplus, adjustments to reflect increases in the cost of living and increases in the cost of non-discretionary items (such as debt service payments, property taxes, insurance premiums (for coverages required pursuant to the applicable Approved Business Plan), utility charges or costs required to be incurred pursuant to the requirements of contracts (including, where applicable, requirements of applicable Outside Partnership Agreements)), and (iii) increases resulting from emergencies or force majeure eventsany contemplated borrowings of the Company, (iv) the Additional Capital Contributions required of the Members and (v) in the case of the Budget for the 1997 Fiscal Year, all items contained in the Budget attached as Exhibit A for the six-month period ending June 30, 1997. (c) The If the Budget for Fiscal Year beginning on July 1, 1997 or any year thereafter has not been approved by the Members acknowledge that one by June 30 of the purposes preceding Fiscal Year, the Budget for the preceding year will remain in effect (the "Default Budget") for such new year (the "Default Budget Year"), as adjusted (without duplication) to reflect increases or decreases resulting from the following events: (i) the operation of escalation or de-escalation provisions in contracts in effect at the time of approval of the prior Fiscal Year's Budget solely as a result of the passage of time or the occurrence of events beyond the control of the Company is to realize upon the extent such contracts are still in effect and dispose of have not been terminated; (ii) elections made in any prior Fiscal Year under contracts contemplated by the Archstone Residual Assets and, accordingly, the Approved Business Plans Budget for the Archstone Residual Assets shall include prior Fiscal Year regardless of which party to such contracts makes such election; (iii) increases or decreases in expenses attributable to the anticipated timelines annualized effect of employee additions or reductions during the prior Fiscal Year contemplated by the Budget for the holding of such Archstone Residual Assets and the agreed-upon floor prices prior Fiscal Year; (and other applicable minimum termsiv) at which the Company would be authorized interest expense attributable to dispose of its interest in the applicable assets. The applicable Designated Manager shall have the principal responsibility for coordinating the implementation of the aspects of the Approved Business Plan relating any loans made to the initiation and pursuit of the marketing of the applicable Archstone Residual Assets for which it has been appointed the Designated Manager, and for keeping the Members informed of the status of such marketing efforts. Transfers of the Archstone Residual Assets by the Company (including Member loans); (v) increases or decreases in overhead expenses in an amount equal to the total of overhead expenses reflected in the Budget for the prior Fiscal Year (excluding nonrecurring items) multiplied by the increase or decrease in the Consumer Price Index for the prior year (but in no event will such change be more than 5% of the corresponding items in the prior Fiscal Year Budget); and (vi) decreases in expense attributable to non-recurring items reflected in the prior Fiscal Year's Budget. (d) Following the approval of the Budget for a Fiscal Year (or deemed approval in the case of a Default Budget), the CEO will cause a copy of such Budget to be delivered to each Member. In the event any Subsidiary Entity or Outside Partnershipmodification to the Budget is adopted in accordance with this Agreement, the CEO will promptly issue a revised Budget reflecting such modification for the remainder of such Fiscal Year and deliver a copy of it to each Member. (e) shall be authorized subject to At the time of submission of each Budget, the CEO will provide the Members with a three-year Business Plan for the following three Fiscal Years for approval in accordance with Section 4.3(g)6.3.

Budgets and Business Plans. (a) On or before October 15th of each year during the term hereof, the applicable Designated Manager shall prepare and submit to Owner a proposed operating and capital budget (the Members "Budget") for Approval the operation, repair and maintenance of the Members a proposed update Property annually and prior to the Initial Business Plan Acquisition Date. Thereafter, on or before the date specified each year by Owner (but not later than November 1st), Manager shall prepare and submit to Owner an updated Budget for the remainder of the current calendar year and a proposed annual budget preliminary Budget for the next calendar year followed by a final Budget for each the next calendar year, incorporating any changes requested by Owner. Such Budgets shall: (i) be prepared on an accrual basis, as directed by Owner, and (ii) show a month by month projection of income, expenses, capital expenditures, reserves, and other non-recurring items. Owner shall notify Manager within thirty (30) days after Owner’s receipt of the Archstone Residual Assets for which it has been appointed the Designated Manager (b) At the first quarterly Management Committee meeting following the completion of each Fiscal Year, the agenda items shall include a review of the then-current Approved Business Plans and proposed Budget as to whether Owner approves or disapproves the proposed updates and proposed annual budget submitted by the applicable Designated Managers Budget; if Owner fails to determine whether the proposed updates or other adjustments thereto should be Approvednotify Manager within thirty (30) days, and to approve of proposed Annual Budgets for the ensuing year. However, unless the Approval of the Management Committee is obtained for proposed adjustments to any previously-approved Approved Business Plan (or any previously-approved Annual Budgets), the previously-approved Approved Business Plan (including, where applicable, any capital budgets, to the extent then Manager shall notify Owner in writing that such previously-approved capital budgets and the Approved Business Plan contemplated the continuation of capital expenditures for particular projects in future periods inclusive of the period in question) shall remain in full force and effect (except with respect to the elements of any Approved Business Plan that consist of the portion of the previously-approved Annual Budget that involves an operating budget, as provided below). If the Management Committee does not approve of an Annual Budget that includes an operating budget for any Archstone Residual Asset for any year, then, until an operating budget for such asset for such year is Approved by the Management Committee, the operating budget included in Manager will operate off the prior year’s Annual Budget unless Owner approves or disapproves the proposed Budget within five (5) business days of Manager’s delivery of such second notice. If Owner fails to notify Manager within such five (5) business days, the prior year’s Budget will be deemed approved by Owner (an expressly approved or “deemed approved” Budget is referred to herein as the “Approved Budget”). Manager shall implement the Approved Budget and use its best efforts to ensure that the actual cost of operating the Property shall not exceed the Approved Budget. The Approved Budget shall constitute an authorization for Manager to expend necessary monies to manage and operate the Property in accordance with the Approved Budget and subject to the provisions of this Agreement until a subsequent Budget is approved; the approval of non-recurring costs and capital improvements in the Approved Budget shall constitute an authorization for Manager to collect bids for the expenditure and present a final recommendation to Owner for expenditure of monies to implement such items called for in the Approved Budget. The Budget shall be utilized with adjustments thereto to reflect (i) any increases in particular line items that have been Approved by the Management Committee, (ii) as to other items, adjustments to reflect increases in the cost of living and increases in the cost of non-discretionary items (such as debt service payments, property taxes, insurance premiums (for coverages required pursuant subject to the applicable Approved Business Plan), utility charges or costs required to be incurred pursuant to the reasonable requirements of contracts (including, where applicable, requirements of applicable Outside Partnership Agreements)), and (iiiOwner’s lender(s) increases resulting from emergencies or force majeure eventsholding a lien on the Property. (c) The Members acknowledge that one of the purposes of the Company is to realize upon and dispose of the Archstone Residual Assets and, accordingly, the Approved Business Plans for the Archstone Residual Assets shall include the anticipated timelines for the holding of such Archstone Residual Assets and the agreed-upon floor prices (and other applicable minimum terms) at which the Company would be authorized to dispose of its interest in the applicable assets. The applicable Designated Manager shall have the principal responsibility for coordinating the implementation of the aspects of the Approved Business Plan relating to the initiation and pursuit of the marketing of the applicable Archstone Residual Assets for which it has been appointed the Designated Manager, and for keeping the Members informed of the status of such marketing efforts. Transfers of the Archstone Residual Assets by the Company (or any Subsidiary Entity or Outside Partnership) shall be authorized subject to Section 4.3(g).

Budgets and Business Plans. (a) On or before October 15th of each year during Within the term hereoftime limits set forth on Exhibit J attached hereto, the applicable Designated Manager shall prepare and submit to the Members AEW Member for Approval (i) initial review a draft of the Members annual business plan, and (ii) approval a proposed update to the Initial Business Plan and a proposed final annual budget business plan for the next calendar year for the Company and each Subsidiary (it being understood and agreed that the Manager shall submit separate business plans for each Subsidiary and a consolidated business plan for the Company), in such detail as the AEW Member may reasonably request, but in any event, containing (i) budgets for the Company and each Subsidiary, (ii) a market analysis, (iii) a general outlook for each investment, (iv) capital expenditures, and (v) marketing expenses. Any business plan submitted to and approved by the AEW Member shall be an "Annual Business Plan." The Annual Business Plan for each Property shall also include a development budget satisfactory to the Members setting forth the Project Costs for each Property (a "Development Budget"). Each Development Budget shall also include the cost of all FF&E, case goods and systems consistent with those utilized and installed in a state of the Archstone Residual Assets art, prototypical Sunrise Senior Housing Facility. The Annual Business Plan for which it each Property for the remainder of Fiscal Year 2002 and Fiscal Year 2003 has been appointed provided by Sunrise Member to AEW Member, receipt of which are hereby acknowledged. Annual Business Plans for Fiscal Years after 2003 shall comply with the Designated Managerrequirements of this Section and any other applicable requirements of this Agreement and shall generally be in the form previously provided with respect to any Property then under development. The Annual Business Plans for Fiscal Years after 2003 with respect to any Property with respect to which construction is complete shall be generally in the form used by the Members pursuant to the AL One Venture Agreement (it being understood that the failure of the form of the Annual Business Plans for Fiscal Year 2002 and Fiscal Year 2003 or the form used pursuant to the AL One Venture Agreement to incorporate any requirement of this Agreement shall not relieve Manager of its obligation to satisfy such requirement). (b) At Until the first quarterly Management Committee meeting following business plan for any calendar year has been approved by the completion of each Fiscal YearAEW Member, the agenda items shall include a review of the then-current Approved Annual Business Plans and the proposed updates and proposed annual budget submitted by the applicable Designated Managers to determine whether the proposed updates or other adjustments thereto should be Approved, and to approve of proposed Annual Budgets Plan for the ensuing preceding calendar year shall apply to such calendar year. However, unless the Approval of the Management Committee is obtained for proposed adjustments to any previously-approved Approved Business Plan (or any previously-approved Annual Budgets), the previously-approved Approved Business Plan (including, where applicable, any capital budgets, to To the extent that Project Costs are approved in an Annual Business Plan for future periods beyond the current budget year, such previously-approved Project Costs shall be deemed incorporated into the Annual Business Plans for such future periods, as applicable, unless and until modified by the Members through their subsequent approval of an Annual Business Plan which provides for different Project Costs for such future periods. The Manager shall use commercially reasonable efforts to cause the Company and each Subsidiary to comply with any Annual Business Plan. The Manager shall not take any voluntary action to cause a substantial change in or a substantial deviation from any Annual Business Plan without the approval of the AEW Member. Each Annual Business Plan shall include, as appropriate, the following: (i) a brief narrative description of any material activity planned to be undertaken; (ii) capital budgets for each Property; (iii) a projected annual income statement (accrual basis) on a month-by-month basis; (iv) a projection as to the timing and amount of distributions of Distributable Cash; (v) a schedule of total projected Distributable Cash (including the categories of itemized revenues and expenses used for the Annual Business Plan for year 2003 and such other categories as the AEW Member may reasonably request) and projected uses of monies in any reserves on a month-by-month basis, including a schedule of projected Negative Cash Flow, if any; (vi) if the Members have elected to attempt to sell any assets of the Company or any of its Subsidiaries during the applicable year, a marketing plan indicating the assets of the Company and its Subsidiaries to be made available for sale and a schedule of offering prices for such assets and indicating the sales plans, if any, for Company and Subsidiary assets; (vii) a description of any planned Loans; (viii) a description of any planned construction, capital, FF&E or other personal property expenditures, including projected dates for commencement and completion of the foregoing; (ix) any changes in the investment plans for the Company's and all Subsidiaries' cash assets; (x) a description, including the identity of the recipient (if known) and the Approved Business Plan contemplated amount and purpose, of all fees and other payments proposed or expected to be paid for professional services and, if a fee or payment exceeds $25,000, for other services rendered to the continuation Company by Third Parties; (xi) an annual strategic plan with a 3-year forecast of capital expenditures operating performance, hold/sell analyses and competitive market updates for particular projects each Property in future periods inclusive a format approved by the AEW Member; (xii) a detailed description of such other information, plans, maps, contracts, agreements or other matters necessary in order to inform the AEW Member of all material matters relevant to the development, construction, operation, management and, if the Members have elected to attempt to sell any assets of the period in questionCompany or any Subsidiary during the applicable year, sale of Company and Subsidiary assets or any portion thereof; and (xiii) shall remain in full force a brief report as to compliance by the Company, the Subsidiaries, the Manager and effect the Operator (except insofar as their activities relate to the Facilities) with respect to the elements requirements of any Approved Business Plan that consist Sections 12.15 through 12.21, inclusive, hereof, and plan for compliance therewith during the upcoming year; and (xiv) review of the portion position of the previously-approved Annual Budget that involves an operating budgetPolicy Compliance Administrator, as provided in Section 6.8 below). If the Management Committee does not approve of an Annual Budget that includes an operating budget for any Archstone Residual Asset for any year, then, until an operating budget for such asset for such year is Approved by the Management Committee, the operating budget included in the prior year’s Annual Budget shall be utilized with adjustments thereto to reflect (i) any increases in particular line items that have been Approved by the Management Committee, (ii) as to other items, adjustments to reflect increases in the cost of living and increases in the cost of non-discretionary items (such as debt service payments, property taxes, insurance premiums (for coverages required pursuant to the applicable Approved Business Plan), utility charges or costs required to be incurred pursuant to the requirements of contracts (including, where applicable, requirements of applicable Outside Partnership Agreements)), and (iii) increases resulting from emergencies or force majeure events. (c) The Members acknowledge that one of the purposes of the Company is to realize upon and dispose of the Archstone Residual Assets and, accordingly, the Approved Business Plans for the Archstone Residual Assets shall include the anticipated timelines for the holding of such Archstone Residual Assets and the agreed-upon floor prices (and other applicable minimum terms) at which the Company would be authorized to dispose of its interest in the applicable assets. The applicable Designated Manager shall have the principal responsibility for coordinating the implementation of the aspects of the Approved Business Plan relating to the initiation and pursuit of the marketing of the applicable Archstone Residual Assets for which it has been appointed the Designated Manager, and for keeping the Members informed of the status of such marketing efforts. Transfers of the Archstone Residual Assets by the Company (or any Subsidiary Entity or Outside Partnership) shall be authorized subject to Section 4.3(g).