Common use of Annual Operating Projection Clause in Contracts

Annual Operating Projection. A. On or before the first day of December of each Fiscal Year, a preliminary draft of the budget (“Preliminary Annual Operating Projection”), setting forth Management Company's reasonable estimate, based on assumptions believed by Management Company to be reasonable at the time of preparation of the Preliminary Annual Operating Projection, of Gross Revenues, Operating Expenses, and Operating Profit for the forthcoming Fiscal Year for the Hotel, shall be prepared by Management Company and submitted to TRS for its review and approval (which shall not be unreasonably withheld, conditioned, or delayed). If TRS does not approve the Preliminary Annual Operating Projection in full, within thirty (30) days of its receipt, TRS shall notify Management Company of each category of expenses (a “Category”) of which TRS does not approve and include a reasonably detailed explanation of any such objection. The Preliminary Annual Operating Projection thereafter shall be revised as TRS and Management Company may agree, and shall, upon TRS’s approval, constitute the approved Annual Operating Projection (“Approved Annual Operating Projection”) for the forthcoming Fiscal Year. In the event that TRS does not notify Management Company in writing within said 30-day review period that it does not approve of specified Categories, the Preliminary Annual Operating Projection shall constitute the Approved Annual Operating Projection for the forthcoming Fiscal Year. The approval of TRS shall not be required with respect to any Category if, and to the extent that, the Preliminary Annual Operating Projection with respect to such Category for a given Fiscal Year is, in all material respects, the same as the Approved Annual Operating Projection for the preceding Fiscal Year with adjustments for inflation.

Annual Operating Projection. A. On or before Forty-five (45) Days prior to the first day of December beginning of each Fiscal Year, Operator shall submit to Owner a preliminary draft of projection (the budget (“Preliminary "Annual Operating Projection”), setting forth Management Company's reasonable estimate, based on assumptions believed by Management Company to be reasonable at the time of preparation ") of the Preliminary Annual Operating Projection, estimated financial results of the operation of the Retirement Community during the next Fiscal Year. Such projection shall project the estimated Gross Revenues, Operating Expenses, and Operating Profit for the forthcoming Fiscal Year for the HotelRetirement Community, taking into account the Retirement Community's market area. In preparing the Annual Operating Projection for each Fiscal Year, Operator's goal will be the maximization of the long-term Operating Profit of the Retirement Community, in keeping with the Marriott Standards, Legal Requirements, and the general standards of the retirement industry for similar quality-tier properties. If there are material items in any given Annual Operating Projection which have been budgeted at significantly different amounts from the amounts actually experienced (or projected) for the same items in the preceding Fiscal Year, Operator agrees to take reasonable steps to ensure that, at Owner's request, qualified personnel from Operator's staff are available to explain these differences to Owner. A meeting (or meetings) for such purpose shall be prepared by Management Company held, at Owner's request, within a reasonable period of time after the submission to Owner of the preliminary draft of the Annual Operating Projection. Operator shall consult with Owner with respect to the Annual Operating Projection and submitted shall at all times give good faith consideration to TRS for its review and Owner's suggestion regarding the same, but shall not be required to obtain Owner's approval (thereof, except that Owner shall have the right to approve the Annual Operating Projection, which approval shall not be unreasonably withhelddelayed or denied, conditioned, or delayed). If TRS does not approve the Preliminary Annual Operating Projection in full, within thirty (30) days of its receipt, TRS shall notify Management Company of each category of expenses (a “Category”) of which TRS does not approve and include a reasonably detailed explanation of any such objection. The Preliminary Annual Operating Projection thereafter shall be revised as TRS and Management Company may agree, and shall, upon TRS’s approval, constitute the approved Annual Operating Projection (“Approved Annual Operating Projection”) for the forthcoming Fiscal Year. In the event that TRS does Owner's Priority was not notify Management Company paid for the prior Fiscal Year or is not forecasted to be reached in writing within said 30-day review period that it does the current Fiscal Year or is not approve of specified Categories, forecasted to be reached in the Preliminary Annual Operating Projection shall constitute the Approved Annual Operating Projection for the forthcoming Fiscal Year. The approval of TRS shall not be required with respect to any Category if, and to the extent that, the Preliminary Annual Operating Projection with respect to such Category for a given following Fiscal Year is, in all material respects, the same as the Approved Annual Operating Projection for the preceding Fiscal Year with adjustments for inflationthat has been submitted to Owner.

Annual Operating Projection. A. On or before At least thirty (30) Days prior to the first day of December beginning of each Fiscal Year, Tenant shall submit to Landlord a preliminary draft of projection (the budget (“Preliminary "Draft Annual Operating Projection”), setting forth Management Company's reasonable estimate, based on assumptions believed by Management Company to be reasonable at the time of preparation ") of the Preliminary estimated financial results of the operation of the Retirement Community during the next Fiscal Year. Such Draft Annual Operating Projection, of Gross Projection shall be a narrative report including the estimated Total Facility Revenues, Operating Expenses, Property Expenses and Operating Profit Profits for the forthcoming Fiscal Year for the HotelFacility in comparison to the forecasted gross revenues, shall be prepared by Management Company operating expenses and submitted operating profit for the current Fiscal Year, taking into account the Retirement Community's market area. Such comparison will, each in a reasonably itemized and detailed as well as summary form, include the estimated percentage changes in such items for the forthcoming Fiscal Year compared to TRS for its review and approval (which shall not be unreasonably withheldthe current Fiscal Year. In addition, conditioned, or delayed). If TRS does not approve the Preliminary Draft Annual Operating Projection will include, in fullspreadsheet format, within thirty (30) days the forecasted gross revenues, operating expenses and operating profit for each Accounting Period of its receipt, TRS shall notify Management Company of each category of expenses (a “Category”) of which TRS does not approve and include a reasonably detailed explanation of any such objection. The Preliminary Annual Operating Projection thereafter shall be revised as TRS and Management Company may agree, and shall, upon TRS’s approval, constitute the approved Annual Operating Projection (“Approved Annual Operating Projection”) for the forthcoming Fiscal Year. Landlord shall have fifteen (15) Days after receipt of the Draft Annual Operating Projection to review and approve such Projection. If Landlord fails to provide any objection within such fifteen (15) Day period, the annual operating projection as submitted by Tenant shall be deemed approved and shall be herein referred as the "Annual Operating Projection." If Landlord disapproves any category in the Draft Annual Operating Projection, Landlord shall provide Tenant, in writing, with the specific reasons for its disapproval, by category, within such fifteen (15) Day period. The parties will attempt to resolve in good faith any objections by Landlord within twenty (20) Days following Tenant's receipt of Landlord's disapproval. Notwithstanding the foregoing, Landlord shall not be entitled to withhold its approval based on its objection to: (i) Tenant's reasonable projections of either gross revenues or the components thereof; (ii) projected costs and expenses that are "system charges" (that is, costs and expenses that are generally uniform throughout Tenant's chain of retirement communities, such as chain-wide marketing programs, employee wages, benefits and other compensation programs); (iii) costs and expenses that are not within the control of Landlord and Tenant, such as Impositions and the costs of utilities; and (iv) increases in projected costs and expenses of operating the Retirement Community, which increases are primarily caused by projected increases in gross revenues. In the event that TRS does not notify Management Company in writing within said 30-day review period that it does not approve the parties are unable to resolve all or some of specified CategoriesLandlord's objections, such disputed objections shall be resolved by the Preliminary Expert and the Draft Annual Operating Projection as so resolved shall constitute be herein referred as the Approved "Annual Operating Projection." Pending such Expert determination, Tenant shall operate the Retirement Community with respect to those categories that are in dispute based on the previous Fiscal Year's approved Annual Operating Projection, adjusted in accordance with changes in the GDP Deflator for the previous Fiscal Year and anticipated changes in gross revenues. In preparing the Annual Operating Projection for the forthcoming each Fiscal Year. The approval , Tenant's goal will be the maximization of TRS shall not be required the long-term operating profit of the Retirement Community, in keeping with respect to any Category ifLegal Requirements, and the general standards of the retirement industry for similar properties. Tenant shall use its best efforts to adhere to the extent thatAnnual Operating Projection. It is understood, however, that the Preliminary Annual Operating Projection with respect to is only a projection by Tenant of estimated results and that various circumstances such Category for a given Fiscal Year isas, in all material respectsbut not limited to, the same as costs of labor, material, services and supplies, casualty, operation of law, or economic and market conditions may make achievement of the Approved Annual Operating Projection for impracticable or not obtainable. Subject to any Facility Mortgagee (other than Marriott International or its Affiliates) entering into such confidentiality agreement with Tenant, as Tenant may reasonably require, Landlord may at any time, and from time to time, provide any Facility Mortgagee with copies of any of the preceding Fiscal Year with adjustments for inflationforegoing statements.

Annual Operating Projection. A. On or before the first day of December of each Fiscal Year, a preliminary draft of the budget (“Preliminary Annual Operating Projection”), setting forth Management Company's ’s reasonable estimate, based on assumptions believed by Management Company to be reasonable at the time of preparation of the Preliminary Annual Operating Projection, estimate of Gross Revenues, Operating ExpensesDeductions, and Operating Profit and such other information as Owner or a lender may reasonably request for the Hotel for the forthcoming Fiscal Year for the HotelYear, shall be prepared by Management Company and submitted to TRS Owner for its review and approval (which shall not be unreasonably withheld, conditioned, withheld or delayed). In the event that Management Company is seeking reimbursement from Owner pursuant to Section 14.01 B(i) for the salaries, wages and/or benefits of any officers or directors of Management Company or Management Company’s Affiliates who shall be regularly or temporarily employed or assigned on a full-time basis at the Hotel, this shall be shown as a separate line item under the Deductions category of the Annual Operating Projection. On or before the fifteenth (15th) day of December of each Fiscal Year, Management Company and Owner shall have a meeting to discuss the Annual Operating Projection; provided that Management Company shall submit the Annual Operating Projection to Owner at least fourteen (14) days in advance of such meeting (or such meeting shall be rescheduled to a date that is at least fourteen (14) days after the submission of the Annual Operating Projection to Owner). If TRS Owner does not approve the Preliminary preliminary Annual Operating Projection in full, within thirty (30) days of its receipt, TRS Owner shall notify Management Company of each category of expenses (a “Category”) of which TRS Owner does not approve and include a reasonably detailed explanation of any such objectionapprove. The Preliminary preliminary Annual Operating Projection thereafter shall be revised as TRS Owner and Management Company may agree, and shall, upon TRSOwner’s approval, constitute the approved Annual Operating Projection (“Approved Annual Operating Projection”) for the forthcoming Fiscal Year. In the event that TRS Owner does not notify Management Company in writing within said 30-day review period that it does not approve of specified Categories, the Preliminary preliminary Annual Operating Projection shall constitute the Approved approved Annual Operating Projection for the forthcoming Fiscal Year. The approval of TRS Owner shall not be required with respect to any Category if, and to the extent that, the Preliminary preliminary Annual Operating Projection with respect to such Category for a given Fiscal Year is, in all material respectsrespects (taking into account any extraordinary non-recurring items), the same as the Approved Annual Operating Projection for the preceding Fiscal Year with adjustments for inflationas adjusted by the Consumer Price Index.

Annual Operating Projection. A. On or before the first day of December of each Fiscal Year, a preliminary draft of the budget (“Preliminary "Annual Operating Projection”"), setting forth Management Company's reasonable estimate, based on assumptions believed by Management Company to be reasonable at the time of preparation of the Preliminary Annual Operating Projection, estimate of Gross Revenues, Operating ExpensesDeductions, and Operating Profit for the forthcoming Fiscal Year for the Hotel, shall be prepared by Management Company and submitted to TRS Owner for its review and approval (which shall not be unreasonably withheld, conditioned, withheld or delayed). In the event that Management Company is seeking reimbursement from Owner pursuant to Section 14.01.B(i) for the salaries, wages and/or benefits of any officers or directors of Management Company or Management Company's Affiliates who shall be regularly or temporarily employed or assigned on a full-time basis at the Hotel, this shall be shown as a separate line item under the Deductions category of the Annual Operating Projection. On or before the fifteenth (15th) day of December of each Fiscal Year, Management Company and Owner shall have a meeting to discuss the Annual Operating Projection; provided that Management Company shall submit the Annual Operating Projection to Owner at least fourteen (14) days in advance of such meeting (or such meeting shall be rescheduled to a date that is at least fourteen (14) days after the submission of the Annual Operating Projection to Owner). If TRS Owner does not approve the Preliminary preliminary Annual Operating Projection in full, within thirty (30) days of its receipt, TRS Owner shall notify Management Company of each category of expenses (a “"Category”") of which TRS Owner does not approve and include a reasonably detailed explanation of any such objectionapprove. The Preliminary preliminary Annual Operating Projection thereafter shall be revised as TRS Owner and Management Company may agree, and shall, upon TRS’s Owner's approval, constitute the approved Annual Operating Projection (“Approved Annual Operating Projection”) for the forthcoming Fiscal Year. In the event that TRS Owner does not notify Management Company in writing within said 30-day review period that it does not approve of specified Categories, the Preliminary preliminary Annual Operating Projection shall constitute the Approved approved Annual Operating Projection for the forthcoming Fiscal Year. The approval of TRS Owner shall not be required with respect to any Category if, and to the extent that, the Preliminary preliminary Annual Operating Projection with respect to such Category for a given Fiscal Year is, in all material respectsrespects (taking into account any extraordinary non-recurring items), the same as the Approved Annual Operating Projection for the preceding Fiscal Year with adjustments for inflationas adjusted by the Consumer Price Index.

Annual Operating Projection. A. On or before the first fifteenth day of December November of each Fiscal Year, excepting Fiscal Year 2000, a preliminary draft of the budget (“Preliminary "Annual Operating Projection”"), setting forth Management Company's reasonable estimate, based on assumptions believed by Management Company to be reasonable at the time of preparation of the Preliminary Annual Operating Projection, estimate of Gross Revenues, Operating ExpensesDeductions, and Operating Profit and Building Estimate for the forthcoming Fiscal Year for the Hotel, shall be prepared by Management Company and submitted to TRS Owner for its review and approval (which shall not be unreasonably withheld, conditioned, withheld or delayed). If TRS Owner does not approve the Preliminary preliminary Annual Operating Projection in full, within thirty forty- five (3045) days of its receipt, TRS Owner shall notify Management Company of each category of expenses (a “"Category”") of which TRS Owner does not approve and include a reasonably detailed explanation of any such objectionapprove. The Preliminary preliminary Annual Operating Projection thereafter shall be revised as TRS Owner and Management Company may agree, and shall, upon TRS’s Owner's approval, constitute the approved Annual Operating Projection (“Approved Annual Operating Projection”) for the forthcoming Fiscal Year. In the event that TRS Owner does not notify Management Company in writing within with said 3045-day review period that it does not approve of specified Categories, the Preliminary preliminary Annual Operating Projection shall constitute the Approved Annual Operating Projection for the forthcoming Fiscal Year. The approval of TRS Owner shall not be required with respect to any Category if, and to the extent that, the Preliminary preliminary Annual Operating Projection with respect to such Category for a given Fiscal Year is, in all material respects, the same as the Approved Annual Operating Projection for the preceding Fiscal Year with adjustments for inflation, except if such Category is no longer required, or if expenses incurred in such Category were not reasonable, in Owner's and Management Company's reasonable discretion.

Annual Operating Projection. A. On or before the first day of December of each Fiscal Year, a preliminary draft of the budget (“Preliminary "Annual Operating Projection”"), setting forth Management Company's reasonable estimate, based on assumptions believed by Management Company to be reasonable at the time of preparation of the Preliminary Annual Operating Projection, estimate of Gross Revenues, Operating ExpensesDeductions, and Operating Profit and such other information as Owner or a Qualified Lender may reasonably request for the Hotel for the forthcoming Fiscal Year for the HotelYear, shall be prepared by Management Company and submitted to TRS Owner for its review and approval (which shall not be unreasonably withheld, conditioned, withheld or delayed). In the event that Management Company is seeking reimbursement from Owner pursuant to Section 14.01.B(i) for the salaries, wages and/or benefits of any officers or directors of Management Company or Management Company's Affiliates who shall be regularly or temporarily employed or assigned on a full-time basis at the Hotel, this shall be shown as a separate line item under the Deductions category of the Annual Operating Projection. On or before the fifteenth (15th) day of December of each Fiscal Year, Management Company and Owner shall have a meeting to discuss the Annual Operating Projection; provided that Management Company shall submit the Annual Operating Projection to Owner at least fourteen (14) days in advance of such meeting (or such meeting shall be rescheduled to a date that is at least fourteen (14) days after the submission of the Annual Operating Projection to Owner). If TRS Owner does not approve the Preliminary preliminary Annual Operating Projection in full, within thirty (30) days of its receipt, TRS Owner shall notify Management Company of each category of expenses (a “"Category”") of which TRS Owner does not approve and include a reasonably detailed explanation of any such objectionapprove. The Preliminary preliminary Annual Operating Projection thereafter shall be revised as TRS Owner and Management Company may agree, and shall, upon TRS’s Owner's approval, constitute the approved Annual Operating Projection (“Approved Annual Operating Projection”) for the forthcoming Fiscal Year. In the event that TRS Owner does not notify Management Company in writing within said 30-day review period that it does not approve of specified Categories, the Preliminary preliminary Annual Operating Projection shall constitute the Approved approved Annual Operating Projection for the forthcoming Fiscal Year. The approval of TRS Owner shall not be required with respect to any Category if, and to the extent that, the Preliminary preliminary Annual Operating Projection with respect to such Category for a given Fiscal Year is, in all material respectsrespects (taking into account any extraordinary non-recurring items), the same as the Approved Annual Operating Projection for the preceding Fiscal Year with adjustments for inflationas adjusted by the Consumer Price Index.

Annual Operating Projection. A. On or before the first day of December of each Fiscal Year, a preliminary draft of the budget (“Preliminary Annual Operating Projection”), setting forth Management Company's reasonable estimate, based on assumptions believed by Management Company to be reasonable at the time of preparation of the Preliminary Annual Operating Projection, of Gross Revenues, Operating Expenses, and Operating Profit for the forthcoming Fiscal Year for the Hotel, shall be prepared by Management Company and submitted to TRS Owner for its review and approval (which shall not be unreasonably withheld, conditioned, or delayed). If TRS Owner does not approve the Preliminary Annual Operating Projection in full, within thirty (30) days of its receipt, TRS Owner shall notify Management Company of each category of expenses (a “Category”) of which TRS Owner does not approve and include a reasonably detailed explanation of any such objection. The Preliminary Annual Operating Projection thereafter shall be revised as TRS Owner and Management Company may agree, and shall, upon TRSOwner’s approval, constitute the approved Annual Operating Projection (“Approved Annual Operating Projection”) for the forthcoming Fiscal Year. In the event that TRS Owner does not notify Management Company in writing within said 30-day review period that it does not approve of specified Categories, the Preliminary Annual Operating Projection shall constitute the Approved Annual Operating Projection for the forthcoming Fiscal Year. The approval of TRS Owner shall not be required with respect to any Category if, and to the extent that, the Preliminary Annual Operating Projection with respect to such Category for a given Fiscal Year is, in all material respects, the same as the Approved Annual Operating Projection for the preceding Fiscal Year with adjustments for inflation.

Annual Operating Projection. A. On or before Manager shall deliver to Owner for its review, at least thirty (30) days prior to the first day of December beginning of each Fiscal YearYear after the first Fiscal Year following the Effective Date, a preliminary draft of the budget business plan (“Preliminary Annual Operating Projection”), setting forth Management Company's reasonable estimate, based on assumptions believed by Management Company to be reasonable at the time of preparation including a proposed budget) and a projection of the Preliminary Annual Operating Projection, of estimated Gross Revenues, Operating Expensesdepartmental profits, and Deductions, Operating Profit and FF&E Leases for the forthcoming Fiscal Year for the Hotel, shall be prepared by Management Company and submitted to TRS for its review and approval Hotel (which shall not be unreasonably withheld, conditioned, or delayed). If TRS does not approve the Preliminary Annual Operating Projection in full, within thirty (30) days of its receipt, TRS shall notify Management Company of each category of expenses (a “Category”) of which TRS does not approve and include a reasonably detailed explanation of any such objection. The Preliminary Annual Operating Projection thereafter shall be revised as TRS and Management Company may agree, and shall, upon TRS’s approval, constitute the approved Annual Operating Projection (“Approved Annual Operating Projection”) for approval by Owner. Manager will consider in good faith suggestions made by Owner with respect to the forthcoming Annual Operating Projection and make modifications thereto that are agreed upon by Owner and Manager. In the case of the Fiscal Year beginning on the Effective Date, Manager and Owner have already agreed upon the Annual Operating Projection for such Fiscal Year. Upon approval of the Annual Operating Projection by Owner and Manager, Manager in good faith shall use commercially reasonable efforts to adhere to such Annual Operating Projection. In the event that TRS does not notify Management Company in writing within said 30-day review period that it does not approve of specified Categories, Owner and Manager are unable to agree upon the Preliminary Annual Operating Projection by the commencement of the Fiscal Year to which it relates, Manager shall constitute continue to manage the Approved Hotel pursuant to the previously approved Annual Operating Projection (including the amount of Working Capital) increased by the lesser of (i) three percent (3%) or (ii) the percentage increase in the CPI, until such time as Owner and Manager agree on an Annual Operating Projection for the forthcoming Fiscal Year. The approval of TRS shall not be required with respect If Owner objects to any Category ifportion of the Proposed Annual Operating Projection, Owner shall be specific as to category and any category not specifically disapproved by Owner shall be deemed approved. Owner will provide Manager with the specific reasons for its disapproval with Owner’s written objection, and the parties will attempt to the extent that, the Preliminary Annual Operating Projection with respect to such Category for a given Fiscal Year isresolve, in all material respectsgood faith, any objections within the same as the Approved Annual Operating Projection for the preceding Fiscal Year with adjustments for inflationthirty (30) day period following Owner’s objection.

Annual Operating Projection. A. On or before the first day of December of each Fiscal Year, a preliminary draft of the budget (“Preliminary Annual Operating Projection”), setting forth Management Company's ’s reasonable estimate, based on assumptions believed by Management Company to be reasonable at the time of preparation of the Preliminary Annual Operating Projection, estimate of Gross Revenues, Operating ExpensesDeductions, and Operating Profit and such other information as Owner or a Qualified Lender may reasonably request for the Hotel for the forthcoming Fiscal Year for the HotelYear, shall be prepared by Management Company and submitted to TRS Owner for its review and approval (which shall not be unreasonably withheld, conditioned, withheld or delayed). In the event that Management Company is seeking reimbursement from Owner pursuant to Section 14.01.B(i) for the salaries, wages and/or benefits of any officers or directors of Management Company or Management Company’s Affiliates who shall be regularly or temporarily employed or assigned on a full-time basis at the Hotel, this shall be shown as a separate line item under the Deductions category of the Annual Operating Projection. On or before the fifteenth (15th) day of December of each Fiscal Year, Management Company and Owner shall have a meeting to discuss the Annual Operating Projection; provided that Management Company shall submit the Annual Operating Projection to Owner at least fourteen (14) days in advance of such meeting (or such meeting shall be rescheduled to a date that is at least fourteen (14) days after the submission of the Annual Operating Projection to Owner). If TRS Owner does not approve the Preliminary preliminary Annual Operating Projection in full, within thirty (30) days of its receipt, TRS Owner shall notify Management Company of each category of expenses (a “Category”) of which TRS Owner does not approve and include a reasonably detailed explanation of any such objectionapprove. The Preliminary preliminary Annual Operating Projection thereafter shall be revised as TRS Owner and Management Company may agree, and shall, upon TRSOwner’s approval, constitute the approved Annual Operating Projection (“Approved Annual Operating Projection”) for the forthcoming Fiscal Year. In the event that TRS Owner does not notify Management Company in writing within said 30-day review period that it does not approve of specified Categories, the Preliminary preliminary Annual Operating Projection shall constitute the Approved approved Annual Operating Projection for the forthcoming Fiscal Year. The approval of TRS Owner shall not be required with respect to any Category if, and to the extent that, the Preliminary preliminary Annual Operating Projection with respect to such Category for a given Fiscal Year is, in all material respectsrespects (taking into account any extraordinary non-recurring items), the same as the Approved Annual Operating Projection for the preceding Fiscal Year with adjustments for inflationas adjusted by the Consumer Price Index.

Annual Operating Projection. A. On or before the first fifteenth day of December November of each Fiscal Year, a preliminary draft of the budget (“Preliminary Annual Operating Projection”), setting forth Management Company's ’s reasonable estimate, based on assumptions believed by Management Company to be reasonable at the time of preparation of the Preliminary Annual Operating Projection, estimate of Gross Revenues, Operating ExpensesDeductions, and Operating Profit and such other information as Owner or a Qualified Lender may reasonably request for the Hotel for the forthcoming Fiscal Year for the HotelYear, shall be prepared by Management Company and submitted to TRS Owner for its review and approval (which shall not be unreasonably withheld, conditioned, withheld or delayed). In the event that Management Company is seeking reimbursement from Owner pursuant to Section 14.01.B(i) for the salaries, wages and/or benefits of any officers or directors of Management Company or Management Company’s Affiliates who shall be regularly or temporarily employed or assigned on a full-time basis at the Hotel, this shall be shown as a separate line item under the Deductions category of the Annual Operating Projection. On or before the first (1st) day of December of each Fiscal Year, Management Company and Owner shall have a meeting to discuss the Annual Operating Projection; provided that Management Company shall submit the Annual Operating Projection to Owner at least fourteen (14) days in advance of such meeting (or such meeting shall be rescheduled to a date that is at least fourteen (14) days after the submission of the Annual Operating Projection to Owner). If TRS Owner does not approve the Preliminary preliminary Annual Operating Projection in full, within thirty (30) days of its receipt, TRS Owner shall notify Management Company of each category of expenses (a “Category”) of which TRS Owner does not approve and include a reasonably detailed explanation of any such objectionapprove. The Preliminary preliminary Annual Operating Projection thereafter shall be revised as TRS Owner and Management Company may agree, and shall, upon TRSOwner’s approval, constitute the approved Annual Operating Projection (“Approved Annual Operating Projection”) for the forthcoming Fiscal Year. In the event that TRS Owner does not notify Management Company in writing within said 30-day review period that it does not approve of specified Categories, the Preliminary preliminary Annual Operating Projection shall constitute the Approved approved Annual Operating Projection for the forthcoming Fiscal Year. The approval of TRS Owner shall not be required with respect to any Category if, and to the extent that, the Preliminary preliminary Annual Operating Projection with respect to such Category for a given Fiscal Year is, in all material respectsrespects (taking into account any extraordinary non-recurring items), the same as the Approved Annual Operating Projection for the preceding Fiscal Year with adjustments for inflationas adjusted by the Consumer Price Index.

Annual Operating Projection. A. On or before the first (1st) day of December November of each Fiscal Year, a preliminary draft of the budget budget, in a format approved by Master Tenant (“Preliminary Annual Operating Projection”), setting forth Management Company's ’s reasonable estimate, based on assumptions believed by Management Company to be reasonable at the time of preparation of the Preliminary Annual Operating Projection, estimate of Gross Revenues, Deductions, Operating ExpensesProfit, cash flow (broken out by net operating income, capital expenditures, debt service payments, principal draws and paydowns by month through the anticipated sale of the Property), and Operating Profit such other information is reflected on Exhibit F hereto and as Master Tenant or a Lender may reasonably request for the Hotel for the forthcoming Fiscal Year for the HotelYear, itemized on a category line item basis, shall be prepared by Management Company and submitted to TRS Master Tenant for its review and approval (which shall not be unreasonably withheld, conditioned, or delayed)approval. If TRS Master Tenant does not approve the Preliminary preliminary Annual Operating Projection in full, within thirty (30) days of its receipt, TRS Master Tenant shall notify Management Company of each category of expenses (a “Category”) of which TRS Master Tenant does not approve and include a reasonably detailed explanation of any such objectionapprove. The Preliminary preliminary Annual Operating Projection thereafter shall be revised as TRS Master Tenant and Management Company may agree, and shall, upon TRSMaster Tenant’s approval, constitute the applicable approved Annual Operating Projection (“Approved Annual Operating Projection”) for the forthcoming Fiscal Year. In To the event extent that TRS Master Tenant does not notify Management Company in writing within said 30-day review period that it does not approve of specified specific Categories, then the Preliminary previous year’s Annual Operating Projection, increased by five percent (5%), shall continue as the Annual Operating Projection shall constitute with respect to such Categories for the Approved forthcoming Fiscal Year, until Master Tenant approves the Annual Operating Projection for the forthcoming Fiscal Year. The approval of TRS shall not be required with respect to any Category if, and to the extent that, the Preliminary Annual Operating Projection with respect to such Category for a given Fiscal Year is, in all material respects, the same as the Approved Annual Operating Projection for the preceding Fiscal Year with adjustments for inflation.

Annual Operating Projection. A. On Manager shall furnish to Tenant for its review, on or before (i) thirty (30) days after the commencement of any Fiscal Year commencing after the Effective Date with respect to each Hotel, and (ii) in the case of the first day partial Fiscal Year of December operations of a Hotel, within thirty (30) days after the Effective Date with respect to such Hotel, a statement of the estimated financial results of the operation of each such Hotel during the then current Fiscal Year, a preliminary draft of the budget Year (“Preliminary "Annual Operating Projection”"), setting forth Management Company's reasonable estimate, based on assumptions believed by Management Company to be reasonable at . Such projection shall project the time of preparation of the Preliminary Annual Operating Projection, of estimated Gross Revenues, Operating Expensesdepartmental profits, Deductions, and Operating Profit for the forthcoming Fiscal Year for the each such Hotel. Manager agrees to take reasonable steps to ensure that, at Tenant's request, qualified personnel from Manager's staff are available to explain such Annual Operating Projections to Tenant. A meeting (or meetings) for such purpose shall be prepared held, at Tenant's request, within a reasonable period of time after the submission to Tenant of the Annual Operating Projection. Manager will at all times give good faith consideration to Tenant's suggestions regarding any Annual Operating Projection. Manager shall thereafter submit to Tenant, by Management Company and submitted to TRS for its review and approval no later than seventy-five (which shall not be unreasonably withheld75) days after the beginning of such Fiscal Year, conditioned, or delayed). If TRS does not approve the Preliminary a modified Annual Operating Projection in fullif any changes are made following receipt of comments from Tenant. Manager shall endeavor to adhere to the Annual Operating Projection. It is understood, within thirty (30) days of its receipthowever, TRS shall notify Management Company of each category of expenses (a “Category”) of which TRS does not approve and include a reasonably detailed explanation of any such objection. The Preliminary that the Annual Operating Projection thereafter shall be revised as TRS is an estimate only and Management Company that unforeseen circumstances such as, but not limited to, the costs of labor, material, services and supplies, casualty, operation of law, or economic and market conditions may agree, and shall, upon TRS’s approval, constitute make adherence to the approved Annual Operating Projection (“Approved Annual Operating Projection”) for the forthcoming Fiscal Year. In the event that TRS does not notify Management Company in writing within said 30-day review period that it does not approve of specified Categories, the Preliminary Annual Operating Projection shall constitute the Approved Annual Operating Projection for the forthcoming Fiscal Year. The approval of TRS shall not be required with respect to any Category ifimpracticable, and Manager shall be entitled to depart therefrom due to causes of the extent thatforegoing nature; provided, the Preliminary Annual Operating Projection with respect however, that nothing herein shall be deemed to such Category for a given Fiscal Year is, in all material respects, the same as the Approved Annual Operating Projection for the preceding Fiscal Year with adjustments for inflationauthorize Manager to take any action prohibited by this Agreement or to reduce Manager's other rights or obligations hereunder.