Common use of Business Plan Clause in Contracts

Business Plan. (a) Tenant shall cause Manager to deliver to Landlord and Tenant for their review and approval, in accordance with the Management Agreement, a business plan showing the estimated Gross Revenues for the forthcoming Fiscal Year, in comparison to the forecasted Gross Revenues for the current Fiscal Year, each in a reasonably itemized and detailed, as well as summary, form. Such comparison shall include the estimated percentage changes in such items for the forthcoming Fiscal Year compared to the current Fiscal Year. Tenant shall also cause Manager to submit to Landlord for Landlord’s approval the Capital Reserve Budget described in Section 5.2(b) and the Building Estimate described in Section 5.3 at the same time that it submits the business plan. Tenant shall cause Manager to prepare the business plan in accordance with the standards set forth in this Lease and the Management Agreement. Landlord shall have 5 Business Days after receipt of the business plan to review and approve such business plan, and, in the event that Landlord disapproves any category in the business plan, Landlord shall notify Tenant, and Tenant shall, in turn provide Manager in writing, with the specific reasons for Landlord’s disapproval, by category, within such 5 Business Day period. The parties will attempt to resolve in good faith any such objections by Landlord within 5 Business Days following Manager’s receipt of Tenant’s notice of Landlord’s disapproval. Notwithstanding the foregoing, Landlord shall not be entitled to withhold its approval with respect to costs that are system-wide for Manager’s System, including, without limitation, any system-wide compensation or benefit programs; provided, that such programs are reasonably comparable to others in the hospitality industry. Pending such agreement, Tenant shall operate, or cause Manager to operate, the Hotels with respect to those categories that are in dispute based on the previous Fiscal Year’s approved Business Plan, adjusted in accordance with changes in the GDP Deflator over the Fiscal Year just ended and anticipated changes in Gross Revenues. If Landlord fails to provide any objection within the initial 5 Business Day period set forth above, the business plan as submitted by Manager shall be deemed approved. If Landlord and Tenant cannot resolve in good faith any such objections by Landlord within the second 5 Business Day period set forth above, then Landlord’s determination in respect of such objections shall control. The approved business plan for each Fiscal Year is herein referred to as the “Business Plan”. (b) Tenant shall cause Manager to diligently operate the Hotels in accordance with the Business Plan. (c) In addition to the information described in the first sentence of Section 17.4(a), upon Landlord’s request, Tenant shall cause Manager to include (to the extent reasonably available to Manager) the following information along with each business plan submitted to Landlord pursuant to the provisions of Section 17.4(a): (i) general information concerning pay scales and benefits programs applicable to employees of the Hotels, Manager’s general staffing policies, and Manager’s plans for staffing levels at the Hotels for the forthcoming Fiscal Year; (ii) Manager’s marketing plan for the forthcoming Fiscal Year; (iii) estimates of furniture, fixtures, and equipment and Capital Expenditure requirements and expenditures for the forthcoming three Fiscal Years; and (iv) estimates of the Hotels’ Working Capital and Fixed Asset Supply needs for the forthcoming Fiscal Year.

Business Plan. Dealer and Nissan shall periodically execute a Business Plan in the form specified in Nissan's Business Planning Process Workbook that describes how Dealer will fulfill its sales, service, customer relations, marketing and other commitments hereunder. The Business Plan is subject to Nissan's approval, is an essential part of the Dealer Agreement and Public Ownership addendum and is hereby incorporated in and made a part of this Addendum and the Dealer Agreement. The Business Plan shall include the following elements: i) a statement of Dealer's legal and financial structure, including capitalization, line of credit and equity ownership; ii) the sales, service, customer relations, marketing and other standards on which Dealer's performance will be evaluated; iii.) a detailed organizational structure and staffing plans for the dealer; iv) specific plans for maximizing owner loyalty and customer satisfaction; v) advertising, merchandising, and marketing plans; vi) successorship, including the identity of the proposed successors to Dealer, Dealer Principal (aPrincipal Owner) Tenant and/or Executive Manager; and vii) other standards or plans as agreed by Nissan and dealer. The standards on which dealer's sales performance will be evaluated will include (i) market share objectives for Nissan products set by the parties, and (ii) sales penetration achieved by dealer in each of the various segments in which Nissan vehicles compete. Dealer shall cause Manager review and update its Business Plan annually, or more often if needed, and submit it to deliver to Landlord and Tenant Nissan for their review and approval. If Nissan determines that changes to the proposed Business Plan are necessary, in accordance with Dealer will make such changes and resubmit the Management Agreement, a proposed Business Plan to Nissan. The updated business plan showing the estimated Gross Revenues for the forthcoming Fiscal Year, in comparison shall (i) analyze Dealer's performance relative to the forecasted Gross Revenues for the current Fiscal Yearobjectives, each standards, and plans set forth in a reasonably itemized and detailed, as well as summary, form. Such comparison shall include the estimated percentage changes in such items for the forthcoming Fiscal Year compared to the current Fiscal Year. Tenant shall also cause Manager to submit to Landlord for Landlord’s approval the Capital Reserve Budget described in Section 5.2(b) and the Building Estimate described in Section 5.3 at the same time that it submits the business plan. Tenant shall cause Manager to prepare the business plan for the preceding year or other period, (ii) identify any deficiencies in accordance Dealer's performance, and (iii) specify the steps that Dealer will take to remedy such deficiencies. If, based on the evaluation thereof made by Nissan, Dealer shall fail to substantially fulfill its responsibilities with respect to: i) the standards implementation of the plans set forth in this Lease and the Management Agreement. Landlord shall have 5 Business Days after receipt Plan, including but not limited to any deviation therefrom; ii) the performance of the business plan to review and approve such business planits sales, andservice, in the event that Landlord disapproves any category in the business plan, Landlord shall notify Tenant, and Tenant shall, in turn provide Manager in writing, with the specific reasons for Landlord’s disapproval, by category, within such 5 Business Day period. The parties will attempt to resolve in good faith any such objections by Landlord within 5 Business Days following Manager’s receipt of Tenant’s notice of Landlord’s disapproval. Notwithstanding the foregoing, Landlord shall not be entitled to withhold its approval with respect to costs that are system-wide for Manager’s System, including, without limitation, any system-wide compensation customer relations or benefit programs; provided, that such programs are reasonably comparable to others in the hospitality industry. Pending such agreement, Tenant shall operate, or cause Manager to operate, the Hotels with respect to those categories that are in dispute other obligations based on the previous Fiscal Year’s approved Business Plan, adjusted standards established therefor in accordance with changes in the GDP Deflator over the Fiscal Year just ended and anticipated changes in Gross Revenues. If Landlord fails to provide any objection within the initial 5 Business Day period set forth above, the business plan as submitted by Manager shall be deemed approved. If Landlord and Tenant cannot resolve in good faith any such objections by Landlord within the second 5 Business Day period set forth above, then Landlord’s determination in respect of such objections shall control. The approved business plan for each Fiscal Year is herein referred to as the “Business Plan”. (b) Tenant shall cause Manager to diligently operate the Hotels in accordance with the Business Plan. (c) In addition to the information described in the first sentence of Section 17.4(a), upon Landlord’s request, Tenant shall cause Manager to include (to the extent reasonably available to Manager) the following information along with each business plan submitted to Landlord pursuant to the provisions of Section 17.4(a): (i) general information concerning pay scales and benefits programs applicable to employees of the Hotels, Manager’s general staffing policies, and Manager’s plans for staffing levels at the Hotels for the forthcoming Fiscal Year; (ii) Manager’s marketing plan for the forthcoming Fiscal Year; (or iii) estimates any other material responsibilities assumed by Dealer, Nissan will notify Dealer of furnituresuch failure and will review with Dealer the nature and extent of such failure and the reasons which, fixturesin Nissan's opinion, and equipment and Capital Expenditure requirements and expenditures account for such failure. Thereafter, Nissan will provide Dealer with a reasonable opportunity to correct the forthcoming three Fiscal Years; and failure. If Dealer fails to make substantial progress towards remedying such failure before the expiration of such period, Nissan may terminate the Dealer Agreement, such termination to be effective at least sixty (iv60) estimates of the Hotels’ Working Capital and Fixed Asset Supply needs for the forthcoming Fiscal Year.days after notice is given

Business Plan. (a) Tenant shall cause Manager to deliver to Landlord and Tenant for their review and approval, in accordance with at least 15 days (or such earlier time period as required under the Management Agreement) prior to the date on which Landlord is required to deliver same to Landlord’s Mortgagee for each Fiscal Year which begins after the Commencement Date, a business plan showing the estimated Gross Revenues for the forthcoming Fiscal Year, in comparison to the forecasted Gross Revenues for the current Fiscal Year, each in a reasonably itemized and detailed, as well as summary, form. Such comparison shall include the estimated percentage changes in such items for the forthcoming Fiscal Year compared to the current Fiscal Year. Tenant shall also cause Manager to submit to Landlord for Landlord’s approval the Capital Reserve Budget described in Section 5.2(b) and the Building Estimate described in Section 5.3 at the same time that it submits the business plan. Tenant shall cause Manager to prepare the business plan in accordance with the standards set forth in this Lease and the Management Agreement. Landlord shall have 5 Business Days after receipt of the business plan to review and approve such business plan, and, in the event that Landlord disapproves any category in the business plan, Landlord shall notify Tenant, and Tenant shall, in turn provide Manager in writing, with the specific reasons for Landlord’s disapproval, by category, within such 5 Business Day period. The parties will attempt to resolve in good faith any such objections by Landlord within 5 Business Days following Manager’s receipt of Tenant’s notice of Landlord’s disapproval. Notwithstanding the foregoing, Landlord shall not be entitled to withhold its approval with respect to costs that are system-wide for Manager’s System, including, without limitation, any system-wide compensation or benefit programs; provided, that such programs are reasonably comparable to others in the hospitality industry. Pending such agreement, Tenant shall operate, or cause Manager to operate, the Hotels with respect to those categories that are in dispute based on the previous Fiscal Year’s approved Business Plan, adjusted in accordance with changes in the GDP Deflator over the Fiscal Year just ended and anticipated changes in Gross Revenues. If Landlord fails to provide any objection within the initial 5 Business Day period set forth above, the business plan as submitted by Manager shall be deemed approved. If Landlord and Tenant cannot resolve in good faith any such objections by Landlord within the second 5 Business Day period set forth above, then Landlord’s determination in respect of such objections shall control. The approved business plan for each Fiscal Year Year, as same may be revised by Landlord to the extent such revisions are required by Landlord’s Mortgagee, is herein referred to as the “Business Plan”. (b) Tenant shall cause Manager to diligently operate the Hotels in accordance with the Business Plan. (c) In addition to the information described in the first sentence of Section 17.4(a), upon Landlord’s request, Tenant shall cause Manager to include (to the extent reasonably available to Manager) the following information along with each business plan submitted to Landlord pursuant to the provisions of Section 17.4(a): (i) general information concerning pay scales and benefits programs applicable to employees of the Hotels, Manager’s general staffing policies, and Manager’s plans for staffing levels at the Hotels for the forthcoming Fiscal Year; (ii) Manager’s marketing plan for the forthcoming Fiscal Year; (iii) estimates of furniture, fixtures, and equipment and Capital Expenditure requirements and expenditures for the forthcoming three Fiscal Years; and (iv) estimates of the Hotels’ Working Capital and Fixed Asset Supply needs for the forthcoming Fiscal Year.

Business Plan. (a) Tenant A. Manager shall cause Manager to deliver to Landlord and Tenant Owner for their its review and written approval, at least forty- five (45) days prior to the beginning of each Fiscal Year, a preliminary draft of a business plan ("Business Plan") showing the following: 1. Manager's reasonable estimate (on a monthly basis) of Gross Revenues, Deductions, departmental profits and Operating Profits, FF&E Reserve for the upcoming Fiscal Year, itemized by line item, in a reasonable manner consistent with the Uniform System of Accounts (once approved by Owner, the "Operating Budget") together with the assumptions (in narrative form) utilized in preparing the Operating Budget; 2. A budget of Manager's recommended renewals, revisions, rebuilding, replacements, substitutions or improvements to the Golf Club for the Fiscal Year which are of a capital nature under the Uniform System of Accounts (once approved by Owner, "Capital Budget"); 3. A description of the general marketing strategy which Manager intends to implement during the Fiscal Year to optimize both short and long-term profitability of the Golf Club; 4. Manager's estimate of any amounts Owner will be requested to provide as Working Capital or to fund expenditures contemplated by the Capital Budget during the Fiscal Year; 5. A description of the status of any negotiations relating to a collective bargaining agreement, if any, affecting Golf Club employees; 6. A description of the current legal status of pending or threatened suits, actions, proceedings, inquiries, or investigations concerning the Golf Club; 7. An organization chart which details a management staffing plan for the upcoming Fiscal Year; 8. To the extent not included above, a detailed estimate of all reimbursable costs. B. Owner shall have forty-five (45) days after the date on which it receives the proposed Business Plan to review, approve, disapprove or change the entries appearing in the proposed Business Plan (other than the proposed Capital Budget, which is addressed below). If Owner shall disapprove the proposed Business Plan or any portion thereof, Owner shall specify with particularity the reasons for its disapproval and Manager shall, after consultation with Owner, submit to Owner a new proposed Business Plan or appropriate portion thereof within fifteen (15) days after the date of Owner's disapproval. Any further disagreement as to the Business Plan shall be determined pursuant to arbitration in accordance with Section 11.20. The foregoing procedure shall be followed until the Management Agreementproposed Business Plan is fully approved by Owner. Until such time as the new proposed Operating Budget is approved by Owner, a business plan showing the estimated Gross Revenues portion approved, if any, shall become effective and the Operating Budget for the forthcoming previous Fiscal Year, if available, with such changes as Owner may designate, shall remain in comparison effect with respect to the forecasted Gross Revenues portion of the proposed Operating Budget disapproved by Owner. In conjunction with the preparation and approval of the Business Plan, Owner and Manager shall cooperate to establish an approved Business Plan that is appropriate for the required standard of operations of the Golf Club and for the Golf Club's level of occupancy and consistent with the primary and overriding objective of maximizing the present value of Owner's cash flow from the Golf Club. C. Manager shall use its best efforts to limit the costs and expenses incurred by or on behalf of Owner to those included within the approved Operating and Capital Budgets. Manager shall provide Owner with a report with respect to each Calendar Quarter of each Fiscal year summarizing year-to-date performance and providing a forecast for the remainder of the Fiscal Year. Manager may submit for Owner's approval a proposed revision of the Operating or Capital Budget for any Fiscal Year if Manager determines during the course of such Fiscal Year that any changes are in the best interests of the Golf Club operations and, upon Owner's approval thereof, the revised Operating or Capital Budget shall be substituted for the applicable prior budget for the current Fiscal Year. D. Manager shall notify Owner whenever, each in during the course of a reasonably itemized and detailed, as well as summary, form. Such comparison shall include the estimated percentage changes in such items for the forthcoming Fiscal Year compared to the current Fiscal Year. Tenant , Manager anticipates or becomes aware that the actual costs and expenses shall also cause Manager exceed an amount equal to submit to Landlord for Landlord’s approval 1.05 times the Capital Reserve Budget described in Section 5.2(b) budgeted amounts of costs and the Building Estimate described in Section 5.3 at the same time that it submits the business plan. Tenant shall cause Manager to prepare the business plan in accordance with the standards set forth in this Lease and the Management Agreement. Landlord shall have 5 Business Days after receipt of the business plan to review and approve such business plan, and, in the event that Landlord disapproves any category in the business plan, Landlord shall notify Tenant, and Tenant shall, in turn provide Manager in writing, with the specific reasons for Landlord’s disapproval, by category, within such 5 Business Day period. The parties will attempt to resolve in good faith any such objections by Landlord within 5 Business Days following Manager’s receipt of Tenant’s notice of Landlord’s disapproval. Notwithstanding the foregoing, Landlord shall not be entitled to withhold its approval expenses with respect to costs that are system-wide for Manager’s Systemeach departmental expense category, includingeach undistributed expense category, without limitation, or any system-wide compensation or benefit programs; provided, that such programs are reasonably comparable to others separate project identified in the hospitality industry. Pending such agreementapproved Capital Budget, Tenant and shall operateprovide Owner, or cause Manager in each instance, with a written explanation of the reasons therefor. E. Representatives of Manager, including without limitation appropriate corporate executives, shall meet with representatives of Owner on a quarterly basis to operate, review the Hotels with respect to those categories that are in dispute based on results of operations for the previous Fiscal Year’s approved Business Plan, adjusted in accordance with changes in prior period and forecasts of operations for the GDP Deflator over the Fiscal Year just ended and anticipated changes in Gross Revenues. If Landlord fails to provide any objection within the initial 5 Business Day period set forth above, the business plan as submitted by Golf Club. F. Manager shall be deemed approved. If Landlord and Tenant cannot resolve in good faith any such objections by Landlord within the second 5 Business Day period set forth above, then Landlord’s determination in respect of such objections shall control. The approved business plan for each Fiscal Year is herein referred to as the “Business Plan”. (b) Tenant shall cause Manager to diligently operate the Hotels Golf Club in accordance with the Business Plan. (c) In addition . It is understood, however, that the Business Plan is an estimate only and that unforeseen circumstances such as the costs of labor, material, services and supplies, casualty, operation of law, or economic and market conditions, may make adherence to the information described in the first sentence of Section 17.4(a)Business Plan impracticable, upon Landlord’s request, Tenant and Manager shall cause Manager be entitled to include (depart therefrom due to the extent reasonably available to Manager) the following information along with each business plan submitted to Landlord pursuant to the provisions of Section 17.4(a): (i) general information concerning pay scales and benefits programs applicable to employees causes of the Hotels, Manager’s general staffing policies, and Manager’s plans for staffing levels at the Hotels for the forthcoming Fiscal Year; (ii) Manager’s marketing plan for the forthcoming Fiscal Year; (iii) estimates of furniture, fixtures, and equipment and Capital Expenditure requirements and expenditures for the forthcoming three Fiscal Years; and (iv) estimates of the Hotels’ Working Capital and Fixed Asset Supply needs for the forthcoming Fiscal Yearforegoing nature.

Business Plan. (a) Tenant shall cause Manager to deliver to Landlord and Tenant for their review and approval, in accordance with at least thirty (30) days prior to the Management Agreementbeginning of each Fiscal Year which begins after the Commencement Date, a preliminary draft of a business plan showing the estimated Gross Revenues Revenues, departmental profits, Deductions and Operating Profit for the forthcoming Fiscal Year, in comparison to the forecasted Gross Revenues Revenues, departmental profits, Deductions and Operating Profit for the current Fiscal Year, each in a reasonably itemized and detailed, detailed as well as summary, summary form. Such comparison shall include the estimated percentage changes in such items for the forthcoming Fiscal Year compared to the current Fiscal Year. Tenant shall also cause Manager to submit to Landlord for Landlord’s approval the Capital Reserve Budget FF&E Estimate described in Section 5.2(b5.2(c) and the Building Estimate described in Section 5.3 at the same time that it submits the preliminary business plan. Tenant shall cause Manager to prepare the business plan in accordance with the standards set forth in this Lease and the Management AgreementSystem Standards. Landlord shall have 5 Business Days thirty (30) days after receipt of the business plan to review and approve such business plan, plan and, in the event that Landlord disapproves any category in the business plan, Landlord shall notify Tenant, and Tenant shall, in turn provide Manager in writing, with the specific reasons for Landlord’s 's disapproval, by category, within such 5 Business Day thirty (30) day period. The parties will attempt to resolve in good faith any such objections by Landlord within 5 Business Days twenty-five (25) days following Manager’s 's receipt of Tenant’s 's notice of Landlord’s 's disapproval. Notwithstanding the foregoing, Landlord shall not be entitled to withhold its approval with respect to based on its objection to: (i) Manager's reasonable projections of either Gross Revenues or the components thereof; (ii) projected costs and expenses that are system"system charges" (that is, costs and expenses that are generally uniform throughout the ______________ System, such as the costs of _______________ Program, other chain-wide for marketing programs, employee wages, benefits and other compensation programs); (iii) costs and expenses that are not within the control of Tenant and/or Manager’s System, includingsuch as Impositions and the costs of utilities; and (iv) increases in projected costs and expenses of operating the Hotel, without limitationwhich increases are primarily caused by projected increases in Gross Revenues. In the event that the parties are unable to resolve all or some of Landlord's objections, any system-wide compensation or benefit programs; provided, that such programs are reasonably comparable to others disputed objections shall be resolved by the Expert in accordance with the hospitality industryprovisions of Article 19. Pending such agreementExpert determination, Tenant shall operateshall, or shall cause Manager to operate, operate the Hotels Hotel with respect to those categories that are in dispute based on the previous Fiscal Year’s 's approved Business Plan, adjusted in accordance with changes in the GDP Deflator over the Fiscal Year just ended and anticipated changes in Gross Revenues. If Landlord fails to provide any objection within the initial 5 Business Day thirty (30) day period set forth above, the business plan as submitted by Manager shall be deemed approved. If Landlord and Tenant cannot resolve in good faith any such objections by Landlord within As of approximately forty-five (45) days after the second 5 Business Day period set forth above, then Landlord’s determination in respect commencement of such objections shall control. The approved business plan for each Fiscal Year which begins after the Commencement Date, Tenant shall also cause Manager to deliver to Landlord the final business plan, in which the above-mentioned percentage changes are applied to the actual Annual Operating Statement for the preceding Fiscal Year. Such business plan, as delivered to Landlord, is herein referred to as the “"Business Plan”." (b) Tenant shall cause Manager to diligently operate the Hotels Hotel in accordance with the Business PlanPlan subject to the terms of Section 4.4(b) of the Management Agreement. (c) In addition to the information described in the first sentence of Section 17.4(a17.5(a), upon Landlord’s request, Tenant shall cause Manager to include (to the extent reasonably available to Manager) the following information along with each preliminary business plan submitted to Landlord pursuant to the provisions of Section 17.4(a17.5(a): (i) general information concerning pay scales and benefits programs applicable to employees of the HotelsHotel, Manager’s 's general staffing policies, policies and Manager’s 's plans for staffing levels at the Hotels Hotel for the forthcoming Fiscal Year; (ii) Manager’s 's marketing plan for the forthcoming Fiscal Year; (iii) estimates of furniture, fixtures, and equipment FF&E and Capital Expenditure requirements and expenditures for the forthcoming three (3) Fiscal Yearsyears; and (iv) estimates of the Hotels’ Hotel's Working Capital and Fixed Asset Supply needs for the forthcoming Fiscal Year.

Business Plan. (a) Tenant Dealer and Nissan shall cause Manager periodically execute Business Planning Worksheets in the form currently in use by Nissan that describes how Dealer will fulfill its sales, service, customer relations, marketing and other commitments hereunder. The Business Plan is subject to deliver to Landlord and Tenant for their review and Nissan's approval, is an essential part of the Public Ownership Addendum [or CMO Addendum] and is hereby incorporated in accordance with the Management Agreement, and made a business plan showing the estimated Gross Revenues for the forthcoming Fiscal Year, in comparison to the forecasted Gross Revenues for the current Fiscal Year, each in a reasonably itemized and detailed, as well as summary, formpart of this Addendum. Such comparison The Business Plan shall include the estimated percentage changes in such items for following required components: i) a New Vehicle Sales Plan; ii) Sales & Profit Forecast; iii) Dealer's Investment Worksheet; iv) Succession Plans, including the forthcoming Fiscal Year compared to the current Fiscal Year. Tenant shall also cause Manager to submit to Landlord for Landlord’s approval the Capital Reserve Budget described in Section 5.2(b) and the Building Estimate described in Section 5.3 at the same time that it submits the business plan. Tenant shall cause Manager to prepare the business plan in accordance with the standards set forth in this Lease and the Management Agreement. Landlord shall have 5 Business Days after receipt identity of the business plan proposed successors to review dealer, dealer principal (principal owner) and/or executive manager; and approve such business plan, and, in v) any other standards or plans as agreed upon between Nissan and Dealer. The standards on which Dealer's sales performance will be evaluated will include (i) market share objectives for Nissan products set by the event that Landlord disapproves any category in the business plan, Landlord shall notify Tenantparties, and Tenant shall, (ii) sales penetration achieved by Dealer in turn provide Manager each of the various segments in writing, with the specific reasons for Landlord’s disapproval, by category, within such 5 Business Day periodwhich Nissan vehicles compete. The parties will attempt to resolve in good faith any such objections by Landlord within 5 Business Days following Manager’s receipt of Tenant’s notice of Landlord’s disapproval. Notwithstanding the foregoing, Landlord shall not be entitled to withhold its approval with respect to costs that are system-wide for Manager’s System, including, without limitation, any system-wide compensation or benefit programs; provided, that such programs are reasonably comparable to others in the hospitality industry. Pending such agreement, Tenant shall operate, or cause Manager to operate, the Hotels with respect to those categories that are in dispute based on the previous Fiscal Year’s approved Business Plan, adjusted in accordance with changes in the GDP Deflator over the Fiscal Year just ended and anticipated changes in Gross Revenues. If Landlord fails to provide any objection within the initial 5 Business Day period set forth above, the business plan as submitted by Manager shall be deemed approved. If Landlord and Tenant cannot resolve in good faith any such objections by Landlord within the second 5 Business Day period set forth above, then Landlord’s determination in respect of such objections shall control. The approved business plan for each Fiscal Year is herein referred to as the “Business Plan”. (b) Tenant shall cause Manager to diligently operate the Hotels in accordance with the Business Plan. (c) In addition to the information described above required components, Nissan may request that additional components be included in the first sentence Business Plan such as organization and management structure and staffing, market area plan, goals, objectives, sources of Section 17.4(a)capital, and/or any other information deemed necessary by Nissan dependent upon Landlord’s requestthe circumstances of the Dealer. Dealer shall review and update its Business Plan annually, Tenant shall cause Manager or more often if needed, and submit it to include (Nissan for review and approval. If Nissan determines that changes to the extent reasonably available proposed Business Plan are necessary, Dealer will make such changes and resubmit the proposed Business Plan to Manager) the following information along with each Nissan. The updated business plan submitted to Landlord pursuant to the provisions of Section 17.4(a): shall (i) general information concerning pay scales and benefits programs applicable analyze Dealer's performance relative to employees of the Hotelsobjectives, Manager’s general staffing policiesstandards, and Manager’s plans for staffing levels at set forth in the Hotels Business Plan for the forthcoming Fiscal Year; preceding year or other period, (ii) Manager’s marketing plan for the forthcoming Fiscal Year; identify any deficiencies in Dealer's performance, and (iii) estimates of furniturespecify the steps that Dealer will take to remedy such deficiencies. If, fixturesbased on the evaluation thereof made by Nissan, and equipment and Capital Expenditure requirements and expenditures for Dealer shall fail to substantially fulfill its responsibilities with respect to: i) the forthcoming three Fiscal Years; and (iv) estimates implementation of the Hotels’ Working Capital plans set forth in the Business Plan, including but not limited to any deviation therefrom; ii) the performance of its sales or other obligations based on the standards established therefor in the Business Plan; or iii) any other material responsibilities assumed by Dealer, Nissan will notify Dealer of such failure and Fixed Asset Supply needs will review with Dealer the nature and extent of such failure and the reasons which, in Nissan's opinion, account for such failure. Thereafter, Nissan will provide Dealer with a reasonable opportunity to correct the forthcoming Fiscal Yearfailure. If Dealer fails to make substantial progress towards remedying such failure before the expiration of such period, Nissan may terminate the Dealer Agreement, such termination to be effective at least sixty (60) days after notice is given.

Business Plan. (a) Tenant shall cause Manager the Management Parties to deliver to Landlord and Tenant for their review and approval, in accordance with the Management Agreement, a business plan showing the estimated Gross Revenues for the forthcoming Fiscal Year, in comparison to the forecasted Gross Revenues for the current Fiscal Year, each in a reasonably itemized and detailed, as well as summary, form. Such comparison shall include the estimated percentage changes in such items for the forthcoming Fiscal Year compared to the current Fiscal Year. Tenant shall also cause Manager the Management Parties to submit to Landlord for Landlord’s approval the Capital Reserve Budget described in Section 5.2(b5.2(c) and the Building Estimate described in Section 5.3 at the same time that it submits the business plan. Tenant shall cause Manager the Management Parties to prepare the business plan in accordance with the standards set forth in this Lease and the Management Agreement. Landlord shall have 5 Business Days after receipt of the business plan to review and approve such business plan, and, in the event that Landlord disapproves any category in the business plan, Landlord shall notify Tenant, and Tenant shall, in turn provide Manager the Management Parties in writing, with the specific reasons for Landlord’s disapproval, by category, within such 5 Business Day period. The parties Landlord and Tenant will attempt to resolve in good faith any such objections by Landlord within 5 Business Days following Manager’s the Management Parties’ receipt of Tenant’s notice of Landlord’s disapproval. Notwithstanding the foregoing, Landlord shall not be entitled to withhold its approval with respect to costs that are system-wide for Manager’s System, including, without limitation, any system-wide compensation or benefit programs; provided, that such programs are reasonably comparable to others in the hospitality industry. Pending such agreement, Tenant shall operate, or cause Manager the Management Parties to operate, the Hotels with respect to those categories that are in dispute based on the previous Fiscal Year’s approved Business Plan, adjusted in accordance with changes in the GDP Deflator over the Fiscal Year just ended and anticipated changes in Gross Revenues. If Landlord fails to provide any objection within the initial 5 Business Day period set forth above, the business plan as submitted by Manager the Management Parties shall be deemed approved. If Landlord and Tenant cannot resolve in good faith any such objections by Landlord within the second 5 Business Day period set forth above, then Landlord’s determination in respect of such objections shall control. The approved business plan for each Fiscal Year is herein referred to as the “Business Plan”. (b) Tenant shall cause Manager the Management Parties to diligently operate the Hotels in accordance with the Business Plan. (c) In addition to the information described in the first sentence of Section 17.4(a), upon Landlord’s request, Tenant shall cause Manager the Management Parties to include (to the extent reasonably available to Managerthe Management Parties) the following information along with each business plan submitted to Landlord pursuant to the provisions of Section 17.4(a): (i) general information concerning pay scales and benefits programs applicable to employees of the Hotels, Manager’s the Management Parties’ general staffing policies, and Manager’s the Management Parties’ plans for staffing levels at the Hotels for the forthcoming Fiscal Year; (ii) Manager’s the Management Parties’ marketing plan for the forthcoming Fiscal Year; (iii) estimates of furniture, fixtures, and equipment and Capital Expenditure requirements and expenditures for the forthcoming three Fiscal Years; and (iv) estimates of the Hotels’ Working Capital and Fixed Asset Supply needs for the forthcoming Fiscal Year.

Business Plan. A. Manager shall submit to Lessee for its approval (awhich shall not be unreasonably withheld or delayed), at least forty-five (45) Tenant shall cause Manager days prior to deliver to Landlord and Tenant for their review and approval, in accordance with the Management Agreementbeginning of each Fiscal Year which begins after the Take-Over Date, a business plan showing preliminary draft (the "Proposed Business Plan") of the budget of the estimated financial results of the operation of the Hotel during the next Fiscal Year as prepared by Marriott pursuant to the Submanagement Agreement. Lessee's approval shall be deemed to have been given if Manager has received no notice from Lessee to the contrary within forty-five (45) days after Lessee's receipt of such Proposed Business Plan. Such Proposed Business Plan shall project the estimated Gross Revenues for the forthcoming Fiscal YearRevenues, in comparison to the forecasted Gross Revenues for the current Fiscal Yeardepartmental profits, each in a reasonably itemized Deductions, and detailed, as well as summary, form. Such comparison shall include the estimated percentage changes in such items Operating Profit for the forthcoming Fiscal Year compared for the Hotel. Manager shall exercise its rights under the Submanagement Agreement to insure that in preparing the Proposed Business Plan for each Fiscal Year, Marriott's goal will be the maximization of the long-term Operating Profit of the Hotel, in keeping with System Standards and the general standards of the hotel industry for similar properties. If there are material items in any given Proposed Business Plan which have been budgeted at significantly different amounts from the amounts actually experienced (or projected) for the same items in the preceding Fiscal Year, Manager agrees to take reasonable steps to ensure that, at Lessee's request, qualified personnel from Marriott's staff are available at the Hotel to explain these differences to Manager and Owner (pursuant to Owner's rights under the Lease and the Owner Agreement). A meeting (or meetings) for such purpose shall be held, at the Hotel, at Lessee's request, within a reasonable period of time after the submission to Lessee of the Proposed Business Plan. Pursuant to Owner's right to approve the Proposed Business Plan pursuant to the current Fiscal YearLease, Owner shall have the right to participate in such meeting. Tenant shall also cause Manager will exercise its rights under the Submanagement Agreement to submit insure that Marriott will at all times give good faith consideration to Landlord for Landlord’s Manager's and Owner's suggestions regarding any Proposed Business Plan, and in any event each Proposed Business Plan is subject to the approval the Capital Reserve Budget described in Section 5.2(b) and the Building Estimate described in Section 5.3 at the same time that it submits the business plan. Tenant shall cause Manager to prepare the business plan in accordance with the standards of Lessee as set forth in this Lease and the Management Agreement. Landlord shall have 5 Business Days after receipt of the business plan to review and approve such business plan, and, in the event that Landlord disapproves any category in the business plan, Landlord shall notify Tenant, and Tenant shall, in turn provide Manager in writing, with the specific reasons for Landlord’s disapproval, by category, within such 5 Business Day period. The parties will attempt to resolve in good faith any such objections by Landlord within 5 Business Days following Manager’s receipt of Tenant’s notice of Landlord’s disapproval. Notwithstanding the foregoing, Landlord Section 4.05.B. B. Lessee shall not be entitled to withhold its approval with respect to of any Proposed Business Plan based on its objection to: (i) Marriott's reasonable projections of either Gross Revenues or the components thereof; (ii) projected costs and expenses which are "system charges" ( that is, costs and expenses which are systemgenerally uniform throughout the Marriott System, such as: the charges for Chain Services; the costs of the Marriott frequent guest program or, if applicable, the "Marriott Rewards Program" and other chain-wide for Manager’s System, including, without limitation, any system-wide compensation or benefit marketing programs; providedemployee benefits and other compensation programs); (iii) costs and expenses which are not within the control of either Owner, that Lessee, Manager or Marriott such programs as Impositions and the cost of utilities; or (iv) increases in projected costs and expenses of operating the Hotel, which increases are reasonably comparable to others in the hospitality industry. Pending such agreement, Tenant shall operate, or cause Manager to operate, the Hotels with respect to those categories that are in dispute based on the previous Fiscal Year’s approved Business Plan, adjusted in accordance with changes in the GDP Deflator over the Fiscal Year just ended and anticipated changes primarily caused by projected increases in Gross Revenues. If Landlord fails to provide any objection within the initial 5 Business Day period The approval of Lessee (as set forth abovein the first sentence of Section 4.05.A) shall not be required if, and to the extent that, the business plan Proposed Business Plan for a given Fiscal Year is, in all material respects, the same as submitted the Proposed Business Plan for the preceding Fiscal Year, as adjusted by Manager the GDP Deflator; provided, however, that in any event (x) the FF&E Reserve expenditures and Capital Expenditures components of such Proposed Business Plan shall be deemed approved. If Landlord subject to Lessee's approval and Tenant cannot resolve (y) if there were, in good faith any such objections by Landlord within the second 5 prior Fiscal Year, expenditures from the FF&E Reserve or Capital Expenditures which affect operating costs or revenues, then the Proposed Business Day period Plan shall be subject to the approval of the Lessee as set forth above, then Landlord’s determination in respect Section 4.05. A. If Lessee and Manager fail to mutually agree on the Proposed Business Plan within sixty (60) days after the submission to Lessee of such objections shall control. The approved business plan for each Fiscal Year is herein referred to as the “Proposed Business Plan”. (b) Tenant shall cause Manager to diligently operate the Hotels in accordance with the Business Plan. (c) In addition to the information , as described in the first sentence of Section 17.4(a)4.05.A, upon Landlord’s request, Tenant either party shall have the right to cause Manager to include (be submitted to the extent reasonably available Expert Resolution Process under the Submanagement Agreement the issue of whether or not the Proposed Business Plan prepared by Marriott is unreasonable, given the goals which are set forth in the fourth sentence of Section 4.05.A. Based on Owner's right to Manager) the following information along with each business plan submitted to Landlord approve any Proposed Business Plan pursuant to the provisions Lease, Owner shall have the right to participate in such Expert Resolution Process, and the result of Section 17.4(a): such Expert Resolution Process shall be binding on Lessee and Owner. While such determination by the Expert is pending, Manager shall cause Marriott to operate the Hotel, in all material respects, based on the Business Plan for the preceding Fiscal Year (as adjusted by the GDP Deflator), with adjustments for those items over which there is no disagreement between Lessee and Manager and Marriott, and with adjustments for those items listed in clauses (i) general information concerning pay scales and benefits programs applicable to employees of the Hotels), Manager’s general staffing policies, and Manager’s plans for staffing levels at the Hotels for the forthcoming Fiscal Year; (ii) Manager’s marketing plan for the forthcoming Fiscal Year; ), (iii) estimates of furniture), fixtures, and equipment and Capital Expenditure requirements and expenditures for the forthcoming three Fiscal Years; and (iv) estimates above. The Proposed Business Plan, as approved by Lessee (or deemed approved pursuant to the Expert Resolution Process), is herein referred to as the "Business Plan". C. With respect to the "stub year" (if any) immediately following the TakeOver Date, Manager shall submit the Proposed Business Plan to Lessee by no later than thirty (30) days prior to the Take-Over Date. D. Manager shall exercise its rights under the Submanagement Agreement to cause Marriott to diligently operate the Hotel in accordance with the Business Plan. It is understood, however, that the Business Plan is an estimate only and that unforeseen circumstances such as the costs of labor, material, services and supplies, casualty, operation of law, or economic and market conditions, may make adherence to the Business Plan impracticable, and Manager shall be entitled to depart therefrom due to causes of the Hotels’ Working Capital and Fixed Asset Supply needs foregoing nature. In the event that Manager determines that circumstances require that there will be material changes in the Business Plan, Manager shall so notify Lessee, and, as to any components of a Business Plan over which Lessee has approval rights under this Agreement, Lessee shall have the right to reasonably approve such proposed material changes. Lessee's approval shall be deemed to have been given if Manager has received no notice from Lessee to the contrary within twenty (20) days after Lessee's receipt of such notice of proposed material changes in the Business Plan. E. Manager shall provide to Lessee with fifteen (15) days after the expiration of each fiscal quarter a reforecast of the Business Plan for such Fiscal Year prepared by Marriott pursuant to the forthcoming Fiscal YearSubmanagement Agreement.

Business Plan. (a) Tenant Annually, not less than two months prior to the end of each fiscal year of the Partnership, the General Manager shall cause Manager prepare and submit to deliver to Landlord and Tenant for their review and approvalthe Management Committee a proposed business plan, in accordance consistent with the Management provisions of this Agreement, a for the following three fiscal year period. Each such proposed business plan shall include: (i) a narrative description of such proposed business plan, including a description of the marketing and other assumptions reflected therein; (ii) a schedule of estimated capital expenditures for the period covered by such proposed business plan, segregated by project and showing the total estimated Gross Revenues costs, by month, to completion, regardless of whether such completion shall take place within such period; (iii) a schedule of projected cash flow for the forthcoming Fiscal Yearperiod covered by such proposed business plan on a monthly basis for the first year and on a quarterly basis thereafter showing the sources and applications of cash, which schedule shall describe in comparison reasonable detail the assumptions utilized in the preparation of such schedule and shall separately describe in reasonable detail any proposed borrowings during the period covered by such proposed business plan; (iv) a projected income and expense statement for the period covered by such proposed business plan on a monthly basis for the first fiscal year and on a quarterly basis thereafter, which statement shall describe in reasonable detail the assumptions utilized in the preparation thereof; and (v) a projected balance sheet as of the end of each fiscal year covered by such proposed business plan, which balance sheet shall describe in reasonable detail the assumptions utilized in the preparation thereof. Each proposed business plan submitted by the General Manager as aforesaid shall be accompanied by a report describing in all material respects the manner in which such proposed business plan, insofar as it relates to the forecasted Gross Revenues for period covered by the current Fiscal YearCurrent Business Plan, each in deviates from the Current Business Plan. (b) Following the submission to it of a reasonably itemized and detailed, as well as summary, form. Such comparison shall include the estimated percentage changes in such items for the forthcoming Fiscal Year compared to the current Fiscal Year. Tenant shall also cause Manager to submit to Landlord for Landlord’s approval the Capital Reserve Budget described in Section 5.2(b) and the Building Estimate described in Section 5.3 at the same time that it submits the business plan. Tenant shall cause Manager to prepare the proposed business plan in accordance with the standards set forth in this Lease and the Management Agreement. Landlord shall have 5 Business Days after receipt of the business plan to review and approve such business plan, and, in the event that Landlord disapproves any category in the business plan, Landlord shall notify Tenant, and Tenant shall, in turn provide Manager in writing, with the specific reasons for Landlord’s disapproval, by category, within such 5 Business Day period. The parties will attempt to resolve in good faith any such objections by Landlord within 5 Business Days following Manager’s receipt of Tenant’s notice of Landlord’s disapproval. Notwithstanding the foregoing, Landlord shall not be entitled to withhold its approval with respect to costs that are system-wide for Manager’s System, including, without limitation, any system-wide compensation or benefit programs; provided, that such programs are reasonably comparable to others in the hospitality industry. Pending such agreement, Tenant shall operate, or cause Manager to operate, the Hotels with respect to those categories that are in dispute based on the previous Fiscal Year’s approved Business Plan, adjusted in accordance with changes in the GDP Deflator over the Fiscal Year just ended and anticipated changes in Gross Revenues. If Landlord fails to provide any objection within the initial 5 Business Day period set forth paragraph (a) above, the Management Committee shall meet to consider such proposed business plan. The Management Committee shall be authorized to adopt any such proposed business plan as submitted by Manager or with such changes, amendments and modifications as the Management Committee shall be deemed approved. If Landlord and Tenant cannot resolve deem appropriate; provided, however, that in no event shall the Management Committee adopt any such proposed business plan unless, in the good faith any judgment of the Management Committee, such objections by Landlord within the second 5 Business Day period set forth above, then Landlord’s determination in respect of such objections shall control. The approved proposed business plan for each Fiscal Year is herein referred to as the “Business Plan”. (b) Tenant shall cause Manager to diligently operate the Hotels in accordance consistent with the Business Planprovisions of this Agreement. (c) In addition Each business plan adopted by the Management Committee in accordance with paragraph (b) shall constitute a "Business Plan" for purposes hereof. Upon the adoption by the Management Committee of a Business Plan, all prior Business Plans, insofar as they relate to the information described period covered by such Business Plan, shall be automatically rescinded. (d) Except as provided in Section 7.2.2, the first sentence adoption of Section 17.4(a), upon Landlord’s request, Tenant a Business Plan by the Management Committee shall cause constitute express authority to the General Manager to include cause the Partnership to make any capital expenditures specifically contemplated therein. (e) The Management Committee shall be authorized to modify any Business Plan theretofore adopted by it and shall modify the Current Business Plan to the extent reasonably available required to Manager) the following information along comply with each business plan submitted to Landlord pursuant to the provisions of Section 17.4(a): (i) general information concerning pay scales and benefits programs applicable to employees of the Hotels, Manager’s general staffing policies, and Manager’s plans for staffing levels at the Hotels for the forthcoming Fiscal Year; (ii) Manager’s marketing plan for the forthcoming Fiscal Year; (iii) estimates of furniture, fixtures, and equipment and Capital Expenditure requirements and expenditures for the forthcoming three Fiscal Years; and (iv) estimates of the Hotels’ Working Capital and Fixed Asset Supply needs for the forthcoming Fiscal Yearthis Agreement.

Business Plan. (a) Tenant A. Manager shall cause Manager to deliver to Landlord and Tenant Owner for their its review and approval, in accordance with at least sixty (60) days prior to the Management Agreementbeginning of each Fiscal Year that begins after the Effective Date, a preliminary business plan showing the estimated Gross Revenues Revenues, departmental profits, Deductions, and Operating Profit for the forthcoming Fiscal Year, in comparison to the forecasted Gross Revenues Revenues, departmental profits, Deductions, and Operating Profit for the current Fiscal Year, each in a reasonably itemized and detailed, as well as summary, form. Such comparison shall will include the estimated percentage changes in such items for the forthcoming Fiscal Year compared to the current Fiscal Year. Tenant Manager shall also cause Manager to submit to Landlord for Landlord’s approval the Capital Reserve Budget described in Section 5.2(b) and the Building Estimate described in Section 5.3 at the same time that it submits the business plan. Tenant shall cause Manager to prepare the preliminary business plan in accordance with the standards set forth in this Lease System Standards and the Management Agreementgeneral standards of the hotel industry for similar properties. Landlord Owner shall have 5 Business Days thirty (30) days after receipt of the preliminary business plan to review and approve such business plan and Manager shall make itself reasonably available during such period to discuss the preliminary business plan and respond to Owner’s questions with respect thereto. At the same time that Manager makes itself available to Owner to discuss the preliminary business plan, andManager shall make itself available to Owner to discuss modifications, in additions or subtractions to the categories of services provided as Direct Deductions. In the event that Landlord Owner disapproves any category in the preliminary business plan, Landlord shall notify Tenant, and Tenant shall, in turn Owner will provide Manager in writing, with the specific reasons for Landlordits disapproval by category within such thirty (30) day period. Upon Owner’s request after such disapproval, Manager shall meet with Owner as soon as reasonably practical to discuss the preliminary business plan and to explain to Owner how the preliminary business plan was developed (including all underlying assumptions then available). Thereafter, Manager shall take into consideration the views and suggestions of Owner regarding all aspects of the proposed business plan and in the twenty-five (25) day period following receipt of Owner’s disapproval, by category, within such 5 Business Day period. The the parties will shall attempt to resolve in good faith any such objections by Landlord within 5 Business Days following Manager’s receipt of Tenant’s notice of Landlord’s disapprovalOwner. Notwithstanding the foregoing, Landlord Owner shall not be entitled to withhold its approval based on its objection to: (1) Manager’s reasonable projections of either Gross Revenues or the components thereof; (2) projected costs and expenses that are “system charges” (that is, costs and expenses that are generally uniform and generally implemented throughout the Marriott Hotel System, such as the costs of Chain Services, Loyalty Program, other chain-wide marketing programs, employee salaries, benefits and other compensation programs) that are authorized or permitted under this Agreement; (3) costs and expenses that are not within the control of Owner and/or Manager, such as Impositions and the costs of utilities; or (4) increases in projected costs and expenses of operating the Hotel, which increases are primarily caused by projected increases in business activity at the Hotel that will result in increases in Gross Revenues. In the event that the parties are unable to resolve a disagreement with respect to costs that are system-wide for Manager’s Systemany item to which Owner has objected, including, without limitation, any system-wide compensation or benefit programs; provided, that all such programs are reasonably comparable to others unresolved matters shall be determined by the panel of Experts in accordance with the hospitality industryprovisions of Section 11.20. Pending such agreementExpert determination, Tenant Manager shall operate, or cause Manager to operate, operate the Hotels Hotel with respect to those categories that are in dispute based on the previous Fiscal Year’s approved Business Plan, adjusted in accordance with changes in the GDP Deflator over the Fiscal Year just ended and anticipated changes in Gross Revenues. If Landlord Owner fails to provide any objection within the initial 5 Business Day period set forth abovesuch thirty (30) day period, the preliminary business plan as submitted by Manager shall be deemed approved. If Landlord and Tenant cannot resolve in good faith any such objections by Landlord within As of approximately forty-five (45) days after the second 5 Business Day period set forth above, then Landlord’s determination in respect beginning of such objections shall control. The approved business plan for each Fiscal Year following the Effective Date, Manager shall deliver to Owner the final business plan, in which the above-mentioned percentage changes are applied to the actual final numbers for the preceding Fiscal Year. Such final business plan, as delivered to Owner, is herein referred to as the “Business Plan.”. (b) Tenant B. Manager shall cause Manager to diligently operate the Hotels Hotel in accordance with the Business PlanPlan and System Standards. It is understood, however, that the Business Plan is an estimate only and 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, as well as the requirement that the Hotel be operated in accordance with the System Standards, may make adherence to the Business Plan impractical, and Manager shall be entitled to depart therefrom due to causes of the foregoing nature. Manager shall notify Owner of any significant variations from the Business Plan promptly after Manager learns of the same, and shall notify Owner of the nature and extent and reason for such variations. For purposes of this Section 4.08.B, any major Deduction category (major line item such as general and administrative) that varies by more than ten percent (10%) from the Business Plan or the aggregate total of Deductions varying by more than five percent (5%) from the Business Plan shall be deemed to be a “significant variation.” If such significant variation is due to reasons other than an Extraordinary Event, such variation shall be subject to Owner’s approval (although it is understood that Owner shall have no greater approval rights for any such variation than those set forth for the Business Plan in Section 4.08.A). (c) In addition to C. At the information same time as Manager submits the preliminary business plan described in the first sentence of Section 17.4(a)4.08.A, upon Landlord’s request, Tenant Manager shall cause Manager submit to include (to the extent reasonably available to Manager) the following information along Owner for discussion with each Owner a business plan submitted to Landlord pursuant to the provisions of Section 17.4(a): (i) general information concerning pay scales and benefits programs applicable to employees of the Hotels, Manager’s general staffing policies, and Manager’s plans for staffing levels at the Hotels for the forthcoming Fiscal Year; (ii) Manager’s marketing plan for the forthcoming Hotel covering the five (5) Fiscal Year; Years subsequent to the Fiscal Year covered by the preliminary business plan then-delivered (iii) estimates the “Five Year Plan”). The Five Year Plan will include projections for each of furniturethe following: summary profit and loss statements, fixturesrate, occupancy, group and transient growth rate assumptions, and equipment material risks and Capital Expenditure requirements and expenditures for the forthcoming three Fiscal Years; and (iv) estimates of the Hotels’ Working Capital and Fixed Asset Supply needs for the forthcoming Fiscal Yearopportunities.

Business Plan. A. Manager shall submit to Lessee for its approval (awhich shall not be unreasonably withheld or delayed), at least forty-five (45) Tenant shall cause Manager days prior to deliver to Landlord and Tenant for their review and approval, in accordance with the Management Agreementbeginning of each Fiscal Year which begins after the Take-Over Date, a business plan showing preliminary draft (the "Proposed Business Plan") of the budget of the estimated financial results of the operation of the Hotel during the next Fiscal Year as prepared by Marriott pursuant to the Submanagement Agreement. Lessee's approval shall be deemed to have been given if Manager has received no notice from Lessee to the contrary within forty-five (45) days after Lessee's receipt of such Proposed Business Plan. Such Proposed Business Plan shall project the estimated Gross Revenues for the forthcoming Fiscal YearRevenues, in comparison to the forecasted Gross Revenues for the current Fiscal Yeardepartmental profits, each in a reasonably itemized Deductions, and detailed, as well as summary, form. Such comparison shall include the estimated percentage changes in such items Operating Profit for the forthcoming Fiscal Year compared for the Hotel. Manager shall exercise its rights under the Submanagement Agreement to insure that in preparing the Proposed Business Plan for each Fiscal Year, Marriott's goal will be the maximization of the long-term Operating Profit of the Hotel, in keeping with System Standards and the general standards of the hotel industry for similar properties. If there are material items in any given Proposed Business Plan which have been budgeted at significantly different amounts from the amounts actually experienced (or projected) for the same items in the preceding Fiscal Year, Manager agrees to take reasonable steps to ensure that, at Lessee's request, qualified personnel from Marriott's staff are available at the Hotel to explain these differences to Manager and Owner (pursuant to Owner's rights under the Lease and the Owner Agreement). A meeting (or meetings) for such purpose shall be held, at the Hotel, at Lessee's request, within a reasonable period of time after the submission to Lessee of the Proposed Business Plan. Pursuant to Owner's right to approve the Proposed Business Plan pursuant to the current Fiscal YearLease, Owner shall have the right to participate in such meeting. Tenant shall also cause Manager will exercise its rights under the Submanagement Agreement to submit insure that Marriott will at all times give good faith consideration to Landlord for Landlord’s Manager's and Owner's suggestions regarding any Proposed Business Plan, and in any event each Proposed Business Plan is subject to the approval the Capital Reserve Budget described in Section 5.2(b) and the Building Estimate described in Section 5.3 at the same time that it submits the business plan. Tenant shall cause Manager to prepare the business plan in accordance with the standards of Lessee as set forth in this Lease and the Management Agreement. Landlord shall have 5 Business Days after receipt of the business plan to review and approve such business plan, and, in the event that Landlord disapproves any category in the business plan, Landlord shall notify Tenant, and Tenant shall, in turn provide Manager in writing, with the specific reasons for Landlord’s disapproval, by category, within such 5 Business Day period. The parties will attempt to resolve in good faith any such objections by Landlord within 5 Business Days following Manager’s receipt of Tenant’s notice of Landlord’s disapproval. Notwithstanding the foregoing, Landlord Section 4.05.B. B. Lessee shall not be entitled to withhold its approval with respect to of any Proposed Business Plan based on its objection to: (i) Marriott's reasonable projections of either Gross Revenues or the components thereof; (ii) projected costs and expenses which are "system charges" ( that is, costs and expenses which are systemgenerally uniform throughout the Marriott System, such as: the charges for Chain Services; the costs of the Marriott frequent guest program or, if applicable, the "Marriott Rewards Program" and other chain-wide for Manager’s System, including, without limitation, any system-wide compensation or benefit marketing programs; providedemployee benefits and other compensation programs); (iii) costs and expenses which are not within the control of either Owner, that Lessee, Manager or Marriott such programs as Impositions and the cost of utilities; or (iv) increases in projected costs and expenses of operating the Hotel, which increases are reasonably comparable to others in the hospitality industry. Pending such agreement, Tenant shall operate, or cause Manager to operate, the Hotels with respect to those categories that are in dispute based on the previous Fiscal Year’s approved Business Plan, adjusted in accordance with changes in the GDP Deflator over the Fiscal Year just ended and anticipated changes primarily caused by projected increases in Gross Revenues. If Landlord fails to provide any objection within the initial 5 Business Day period The approval of Lessee (as set forth above, the business plan as submitted by Manager shall be deemed approved. If Landlord and Tenant cannot resolve in good faith any such objections by Landlord within the second 5 Business Day period set forth above, then Landlord’s determination in respect of such objections shall control. The approved business plan for each Fiscal Year is herein referred to as the “Business Plan”. (b) Tenant shall cause Manager to diligently operate the Hotels in accordance with the Business Plan. (c) In addition to the information described in the first sentence of Section 17.4(a)4.05.A) shall not be required if, upon Landlord’s request, Tenant shall cause Manager to include (and to the extent reasonably available to Managerthat, the Proposed Business Plan for a given Fiscal Year is, in all material respects, the same as the Proposed Business Plan for the preceding Fiscal Year, as adjusted by the GDP Deflator; provided, however, that in any event (x) the following information along with each business plan submitted FF&E Reserve expenditures and Capital Expenditures components of such Proposed Business Plan shall be subject to Landlord pursuant to Lessee's approval and (y) if there were, in the provisions of Section 17.4(a): (i) general information concerning pay scales and benefits programs applicable to employees of the Hotels, Manager’s general staffing policies, and Manager’s plans for staffing levels at the Hotels for the forthcoming prior Fiscal Year; (ii) Manager’s marketing plan for the forthcoming Fiscal Year; (iii) estimates of furniture, fixtures, and equipment and Capital Expenditure requirements and expenditures for the forthcoming three Fiscal Years; and (iv) estimates of the Hotels’ Working Capital and Fixed Asset Supply needs for the forthcoming Fiscal Year.,

Business Plan. (a) Tenant shall cause Manager the Management Parties to deliver to Landlord and Tenant for their review and approval, in accordance with at least 15 days (or such earlier time period as required under the Management Agreement) prior to the date on which Landlord is required to deliver same to Lender pursuant to the Loan Documents for each Fiscal Year which begins after the Commencement Date, a business plan showing the estimated Gross Revenues for the forthcoming Fiscal Year, in comparison to the forecasted Gross Revenues for the current Fiscal Year, each in a reasonably itemized and detailed, as well as summary, form. Such comparison shall include the estimated percentage changes in such items for the forthcoming Fiscal Year compared to the current Fiscal Year. Tenant shall also cause Manager the Management Parties to submit to Landlord for Landlord’s approval the Capital Reserve Budget described in Section 5.2(b5.2(c) and the Building Estimate described in Section 5.3 at the same time that it submits the business plan. Tenant shall cause Manager the Management Parties to prepare the business plan in accordance with the standards set forth in this Lease and the Management Agreement. Landlord shall have 5 Business Days after receipt of the business plan to review and approve such business plan, and, in the event that Landlord disapproves any category in the business plan, Landlord shall notify Tenant, and Tenant shall, in turn provide Manager the Management Parties in writing, with the specific reasons for Landlord’s disapproval, by category, within such 5 Business Day period. The parties Landlord and Tenant will attempt to resolve in good faith any such objections by Landlord within 5 Business Days following Manager’s the Management Parties’ receipt of Tenant’s notice of Landlord’s disapproval. Notwithstanding the foregoing, Landlord shall not be entitled to withhold its approval with respect to costs that are system-wide for Manager’s System, including, without limitation, any system-wide compensation or benefit programs; provided, that such programs are reasonably comparable to others in the hospitality industry. Pending such agreement, Tenant shall operate, or cause Manager the Management Parties to operate, the Hotels with respect to those categories that are in dispute based on the previous Fiscal Year’s approved Business Plan, adjusted in accordance with changes in the GDP Deflator over the Fiscal Year just ended and anticipated changes in Gross Revenues. If Landlord fails to provide any objection within the initial 5 Business Day period set forth above, the business plan as submitted by Manager the Management Parties shall be deemed approved. If Landlord and Tenant cannot resolve in good faith any such objections by Landlord within the second 5 Business Day period set forth above, then Landlord’s determination in respect of such objections shall control. The approved business plan for each Fiscal Year Year, as same may be revised by Landlord to the extent such revisions are required by Lender pursuant to the Loan Documents, is herein referred to as the “Business Plan”. (b) Tenant shall cause Manager the Management Parties to diligently operate the Hotels in accordance with the Business Plan. (c) In addition to the information described in the first sentence of Section 17.4(a), upon Landlord’s request, Tenant shall cause Manager the Management Parties to include (to the extent reasonably available to Managerthe Management Parties) the following information along with each business plan submitted to Landlord pursuant to the provisions of Section 17.4(a): (i) general information concerning pay scales and benefits programs applicable to employees of the Hotels, Manager’s the Management Parties’ general staffing policies, and Manager’s the Management Parties’ plans for staffing levels at the Hotels for the forthcoming Fiscal Year; (ii) Manager’s the Management Parties’ marketing plan for the forthcoming Fiscal Year; (iii) estimates of furniture, fixtures, and equipment and Capital Expenditure requirements and expenditures for the forthcoming three Fiscal Years; and (iv) estimates of the Hotels’ Working Capital and Fixed Asset Supply needs for the forthcoming Fiscal Year.

Business Plan. (a) Tenant Attached hereto as EXHIBIT C is the operating budget and certain other approved matters for the Company and its Subsidiaries for Fiscal Year 2015 (the “2015 Budget”). (b) The Managing Member shall cause Manager reasonably promptly following the Effective Date submit to deliver the Major Decision Committee a proposed complete Business Plan for the Fiscal Year 2015, containing, at a minimum, the components and detail described on EXHIBIT G; and the members of the Major Decision Committee shall cooperate in good faith to Landlord approve the Business Plan for such Fiscal Year prior to the date that is forty-five (45) days from the Effective Date (the “2015 BP Approval Deadline”) (or as soon as reasonably practicable before the 2015 BP Approval Deadline). During the period from the Effective Date through the date that the members of the Major Decision Committee have actually approved a Business Plan for such Fiscal Year (the “Interim Period”), the Managing Member shall operate the Company and Tenant for their review and approval, its Subsidiaries in accordance with the Management Agreement, a business plan showing the estimated Gross Revenues for the forthcoming Fiscal Year, in comparison to the forecasted Gross Revenues for the current Fiscal Year, each in a reasonably itemized and detailed, as well as summary, form. Such comparison shall include the estimated percentage changes in such items for the forthcoming Fiscal Year compared to the current Fiscal Year. Tenant shall also cause Manager to submit to Landlord for Landlord’s approval the Capital Reserve Budget described in Section 5.2(b) and the Building Estimate described in Section 5.3 at the same time that it submits the business plan. Tenant shall cause Manager to prepare the business plan in accordance with the standards set forth in this Lease and the Management Agreement. Landlord shall have 5 Business Days after receipt of the business plan to review and approve such business plan, and, in the event that Landlord disapproves any category in the business plan, Landlord shall notify Tenant, and Tenant shall, in turn provide Manager in writing, with the specific reasons for Landlord’s disapproval, by category, within such 5 Business Day period. The parties will attempt to resolve in good faith any such objections by Landlord within 5 Business Days following Manager’s receipt of Tenant’s notice of Landlord’s disapproval2015 Budget. Notwithstanding the foregoing, Landlord shall not be entitled the Members acknowledge and agree that, during the Interim Period, to withhold its the extent that any decision, approval with respect or other matter is made by reference to costs that are system-wide for Manager’s System, including, without limitation, any system-wide compensation or benefit programs; provided, that such programs are reasonably comparable to others in the hospitality industry. Pending such agreement, Tenant shall operate, or cause Manager to operate, the Hotels with respect to those categories that are in dispute based on the previous Fiscal Year’s approved Approved Business Plan, adjusted in accordance with changes then unless such action has been expressly approved in the GDP Deflator over the Fiscal Year just ended and anticipated changes in Gross Revenues. If Landlord fails to provide any objection within the initial 5 Business Day period set forth above2015 Budget, the business plan as submitted by Manager Managing Member shall be deemed approved. If Landlord and Tenant cannot resolve in good faith any such objections by Landlord within have the second 5 Business Day period set forth above, then Landlord’s determination in respect of such objections shall control. The approved business plan for each Fiscal Year is herein referred right to as make the “Business Plan”. (b) Tenant shall cause Manager to diligently operate underlying decision or take the Hotels in accordance with the Business Planunderlying action unless NSAM Member approval has been obtained. (c) In addition Commencing with respect to Fiscal Year 2016, the Managing Member shall submit to the information Major Decision Committee (i) by October 15 of the immediately preceding Fiscal Year, a preliminary draft of a proposed Business Plan containing at a minimum the preliminary budget for the corporate operating and overhead expenses (including general and administrative expenses) and anticipated revenues for the Company and each Subsidiary and (ii) by November 30 of the immediately preceding Fiscal Year, a full proposed Business Plan for the Company and each Subsidiary. Members of the Major Decision Committee shall cooperate in good faith to approve a Business Plan for each Fiscal Year prior to January 31 of that Fiscal Year. If a Business Plan with respect to any Fiscal Year is not approved by January 31 of that Fiscal Year, then the most recent Approved Business Plan shall continue to be in effect; provided, however, that the Approved Business Plan may be reasonably adjusted by the Managing Member to reflect, without duplication, (i) increases and decreases in general and administrative costs that are reasonably proportional to changes in the number of hotels being managed by the Company and its Subsidiaries, (ii) adjustments due to inflation (or deflation) as reflected in changes to the CPI during the preceding Fiscal Year, (iii) Third Party Vendor Adjustments, (iv) ordinary course increases in Island Payroll Costs (other than those considered a “Major Decision” pursuant to this Agreement), and (v) reasonable and reasonably proportional increases in budgeted corporate operating and overhead costs resulting from an increase in the number of hotels managed by the Company and its Subsidiaries. Notwithstanding the foregoing, in making the foregoing adjustments, the following shall apply: (x) the Managing Member shall also reasonably and reasonably proportionately reduce the budgeted corporate operating and overhead costs resulting from any decrease in the number of hotels managed Page 11 by the Company and its Subsidiaries; (y) in no event shall any of the cost increases described in clauses (i), (iii), (iv) and/or (v) of the first prior sentence of this Section 17.4(a)5.4(c) be permitted without approval of the Major Decision Committee if incurring such costs would be reasonably likely to reduce the Company’s top-line profit margin by more than ten percent (10%) for the applicable Fiscal Year, upon Landlord’s requestand (z) in no event shall any amounts set aside for capital expenditures approved pursuant to any prior Approved Business Plan be carried-over to any subsequent year without the approval of the Major Decision Committee. (d) Nothing in any Business Plan or in this Agreement shall limit the ability of the Managing Member to incur Necessary Expenses, Tenant shall cause Manager to include (to the extent reasonably available necessary under the circumstances, without the approval of the Major Decision Committee so long as NSAM Member is promptly notified of the incurrence of such expenses. (e) Any proposed revision to Manager) the following information along with each business plan an Approved Business Plan shall be submitted to Landlord the Major Decision Committee for its approval in accordance with Section 5.3, and upon approval of such revision in accordance with the applicable provisions of this Section 5.4, the Approved Business Plan, as so revised, shall thereafter constitute the Approved Business Plan for the period covered thereby; provided no revision shall be required to be submitted or approved to the extent the Managing Member is acting within the parameters of a Permitted Variance. (f) EXHIBIT F attached hereto sets forth the current allocation of amounts between the Company (or its Subsidiaries) and the parties utilizing the Shared Services. The Managing Member may continue to provide the Shared Services on the same or substantially similar terms and conditions as in effect on the Effective Date and consistent with past practice. The Managing Member shall reasonably allocate the Shared Services between the Company (and its Subsidiaries) and the parties receiving the Shared Services. Payment shall be due from such parties by the end of the month following the payment for such Shared Services being made by the Company (or its Subsidiaries). If a party fails to pay any amounts due with respect to such Shared Services, then, after a thirty (30) day cure period (the “SS Cure Period”), the Managing Member shall require the parties utilizing the Shared Services to make payments directly to the Shared Services providers going forward and cause the parties utilizing the Shared Services to enter into such arrangements with the Shared Services providers as necessary so that the Shared Services are thereafter provided to such parties by such Shared Services providers pursuant to separate arrangements (provided that the provisions Managing Member shall use its reasonable best efforts to cause all costs of Section 17.4(a): (i) general division of any such Shared Services to be paid by the applicable defaulting party(ies)). In all events, Managing Member shall ensure that any party utilizing the Shared Services does not have access to any sensitive, confidential, proprietary or other significant information concerning pay scales and benefits programs applicable to employees or assets of the Hotels, Manager’s general staffing policiesCompany or its Subsidiaries. The Managing Member shall provide the NSAM Member with such information about the terms and conditions, and Manager’s plans for staffing levels at the Hotels for costs of providing the forthcoming Fiscal Year; Shared Services, as the NSAM Member may reasonably request from time to time. (iig) Manager’s marketing plan for Notwithstanding anything to the forthcoming Fiscal Year; (iii) estimates contrary in this Agreement, the Members acknowledge and agree that the payment of furnitureany future incentive management, fixtures, and equipment and Capital Expenditure requirements and expenditures for promote or similar fee with respect to any Related Party Asset that is first managed by the forthcoming three Fiscal Years; and (iv) estimates Company or any of its Subsidiaries after the Hotels’ Working Capital and Fixed Asset Supply needs for Effective Date shall be specifically agreed upon by the forthcoming Fiscal YearInitial Members.

Business Plan. A. Beginning ninety (a90) Tenant days prior to the first day of each Fiscal Year, Hotel management shall cause work cooperatively with Owner to provide Owner with all available Hotel operation information reasonably requested by Owner for the current Fiscal Year and next Fiscal Year. No later than thirty (30) days prior to the beginning of each Fiscal Year, Manager shall provide to deliver to Landlord and Tenant for their review and approval, in accordance with the Management Agreement, Owner a preliminary business plan showing the estimated Gross Revenues Revenues, departmental profits, Deductions, and Operating Profit for the forthcoming Fiscal Year, in comparison to the forecasted Gross Revenues Revenues, departmental profits, Deductions, and Operating Profit for the current Fiscal Year, each in a reasonably itemized and detailed, as well as summary, form. Such comparison shall will include the estimated percentage changes in such items for the forthcoming Fiscal Year compared to the current Fiscal Year. Tenant Manager shall also cause Manager to submit to Landlord for Landlord’s approval the Capital Reserve Budget described in Section 5.2(b) and the Building Estimate described in Section 5.3 at the same time that it submits the business plan. Tenant shall cause Manager to prepare the business plan Business Plan (hereinafter defined) in accordance with the standards set forth in this Lease System Standards and the Management Agreementgeneral standards of the hotel industry for similar first-class properties. Landlord Manager shall meet with Owner and shall in good faith discuss and consider all of Owner’s comments concerning the preliminary budget, including, but not limited to, Manager’s forecast of Gross Revenues for the forthcoming Fiscal Year. In addition, Owner shall have 5 Business Days after receipt the right to approve Manager’s estimates of each major Deduction category for the forthcoming Fiscal Year; provided, however, Owner shall not have the right to approve, and shall not be entitled to withhold its approval of the preliminary business plan to review based on, the following: (i) individual line items comprising Manager’s projections of Gross Revenues (including, without limitation, projected Guest Room rates and approve occupancy) and Deductions; (ii) projected costs and expenses that are “system charges” (that is, costs and expenses that are generally uniform throughout the Marriott System, such as the costs of Marriott Rewards Program, other chain-wide marketing programs, employee wages, employee benefits and other compensation programs) or (iii) costs and expenses that are not within the control of Owner and/or Manager, such as Impositions and the costs of utilities. B. If, after its meeting with Manager, Owner disapproves the preliminary business planplan for the forthcoming Fiscal Year, and, in the event that Landlord disapproves any category in the business plan, Landlord Owner shall notify Tenant, and Tenant shall, in turn provide Manager in writing, with the specific reasons for Landlordits disapproval within forty-five (45) days after Owner’s receipt of the preliminary business plan. Thereafter, in the ten (10) day period following receipt of Owner’s disapproval, by category, within such 5 Business Day period. The the parties will attempt to resolve in good faith any such objections by Landlord within 5 Business Days following Manager’s receipt of Tenant’s notice of Landlord’s disapprovalOwner. Notwithstanding In the foregoing, Landlord shall event that there is a disagreement that cannot be entitled to withhold its approval resolved by the parties within the above-specified time periods, all matters shall be determined by a panel of Experts in accordance with respect to costs that are system-wide for Manager’s System, including, without limitation, any system-wide compensation or benefit programs; provided, that such programs are reasonably comparable to others in the hospitality industryprovisions of Section 11.20 of this Agreement. Pending such agreementExperts’ determination, Tenant Manager shall operate, or cause Manager to operate, operate the Hotels Hotel with respect to those categories that are not in dispute based on the preliminary business plan provided to Owner, and shall operate the Hotel with respect to those categories that are disputed in accordance with the previous Fiscal Year’s approved Business Plan, adjusted in accordance with changes in the GDP Deflator over the Fiscal Year just ended and anticipated changes in Gross RevenuesRevenues to the extent that increases in Gross Revenues would reasonably be expected to impact such category. If Landlord Owner fails to provide any objection within the initial 5 Business Day period set forth abovesuch forty-five (45) day period, the business plan as submitted by Manager shall be deemed approved. If Landlord and Tenant cannot resolve in good faith any such objections by Landlord within As of approximately forty-five (45) days after the second 5 Business Day period set forth above, then Landlord’s determination in respect beginning of such objections shall control. The approved business plan for each Fiscal Year Year, Manager shall deliver to Owner the final business plan, in which the above-mentioned percentage changes are applied to the actual final numbers in the Annual Operating Statement for the preceding Fiscal Year. Such business plan, as delivered to Owner, is herein referred to as the “Business Plan.”. (b) Tenant C. Manager shall cause Manager to diligently operate the Hotels Hotel in accordance with the Business Plan. (c) In addition . It is understood, however, that the Business Plan is an estimate only and that unforeseen circumstances such as the costs of labor, material, services and supplies, casualty, operation of law or economic and market conditions, as well as the requirement that the Hotel be operated in accordance with the System Standards, may make adherence to the information described in Business Plan impracticable, and Manager shall be entitled to depart therefrom due to causes of the first sentence foregoing nature. Manager shall notify Owner on a monthly basis of Section 17.4(a), upon Landlord’s request, Tenant shall cause Manager to include (to any substantial departures from the extent reasonably available to Manager) Business Plan. In the following information along with each business plan submitted to Landlord pursuant to event that the provisions of Section 17.4(a): foregoing circumstances (i) general information concerning pay scales would require a change in any major Deduction category (e.g., a major line item such as “General and benefits programs applicable to employees of Administrative”) that would vary by more than ten percent (10%) from the Hotels, Manager’s general staffing policies, and Manager’s plans amount for staffing levels at such Deduction set forth in the Hotels for the forthcoming Fiscal YearBusiness Plan; or (ii) would require a change in the total annual amount of Deductions that, in the aggregate, would vary by more than five percent (5%) from the total annual amount of Deductions set forth in the Business Plan, Manager shall so notify Owner and shall provide Owner with the reasons for such change; provided further that, unless required due to (i) an emergency affecting the Hotel, its guests, its invitees or its employees, (ii) an Extraordinary Event where it would be unreasonable for Manager to delay taking immediate action, or (iii) any other cause beyond Manager’s control (including, without limitation, a change that is caused or necessitated by increases in Gross Revenues), such change in the total amount of Deductions shall be subject to Owner’s approval (although it is understood that Owner shall have no greater approval rights for any such change than those set forth for the Business Plan in Section 4.08.A, and any disputes arising therefrom shall be settled pursuant to Section 4.08.B). D. At the time that Manager submits the preliminary business plan to Owner pursuant to Section 4.08.A, Manager shall also submit to Owner, for Owner’s review and comment, Manager’s marketing plan for the forthcoming Fiscal Year; (iii) estimates of furniture, fixtures. Manager shall discuss with Owner, and equipment shall in good faith consider, Owner’s comments and Capital Expenditure requirements and expenditures for suggestions concerning the forthcoming three Fiscal Years; and (iv) estimates of the Hotels’ Working Capital and Fixed Asset Supply needs for the forthcoming Fiscal Yearmarketing plan.

Business Plan. (a) Tenant shall cause Manager to deliver to Landlord and Tenant for their review and approval, in accordance with at least 15 days (or such earlier time period as required under the Management Agreement) prior to the date on which Landlord is required to deliver same to Lender pursuant to the Loan Documents for each Fiscal Year which begins after the Commencement Date, a business plan showing the estimated Gross Revenues for the forthcoming Fiscal Year, in comparison to the forecasted Gross Revenues for the current Fiscal Year, each in a reasonably itemized and detailed, as well as summary, form. Such comparison shall include the estimated percentage changes in such items for the forthcoming Fiscal Year compared to the current Fiscal Year. Tenant shall also cause Manager to submit to Landlord for Landlord’s approval the Capital Reserve Budget described in Section 5.2(b5.2(c) and the Building Estimate described in Section 5.3 at the same time that it submits the business plan. Tenant shall cause Manager to prepare the business plan in accordance with the standards set forth in this Lease and the Management Agreement. Landlord shall have 5 Business Days after receipt of the business plan to review and approve such business plan, and, in the event that Landlord disapproves any category in the business plan, Landlord shall notify Tenant, and Tenant shall, in turn provide Manager in writing, with the specific reasons for Landlord’s disapproval, by category, within such 5 Business Day period. The parties will attempt to resolve in good faith any such objections by Landlord within 5 Business Days following Manager’s receipt of Tenant’s notice of Landlord’s disapproval. Notwithstanding the foregoing, Landlord shall not be entitled to withhold its approval with respect to costs that are system-wide for Manager’s System, including, without limitation, any system-wide compensation or benefit programs; provided, that such programs are reasonably comparable to others in the hospitality industry. Pending such agreement, Tenant shall operate, or cause Manager to operate, the Hotels with respect to those categories that are in dispute based on the previous Fiscal Year’s approved Business Plan, adjusted in accordance with changes in the GDP Deflator over the Fiscal Year just ended and anticipated changes in Gross Revenues. If Landlord fails to provide any objection within the initial 5 Business Day period set forth above, the business plan as submitted by Manager shall be deemed approved. If Landlord and Tenant cannot resolve in good faith any such objections by Landlord within the second 5 Business Day period set forth above, then Landlord’s determination in respect of such objections shall control. The approved business plan for each Fiscal Year Year, as same may be revised by Landlord to the extent such revisions are required by Lender pursuant to the Loan Documents, is herein referred to as the “Business Plan”. (b) Tenant shall cause Manager to diligently operate the Hotels in accordance with the Business Plan. (c) In addition to the information described in the first sentence of Section 17.4(a), upon Landlord’s request, Tenant shall cause Manager to include (to the extent reasonably available to Manager) the following information along with each business plan submitted to Landlord pursuant to the provisions of Section 17.4(a): (i) general information concerning pay scales and benefits programs applicable to employees of the Hotels, Manager’s general staffing policies, and Manager’s plans for staffing levels at the Hotels for the forthcoming Fiscal Year; (ii) Manager’s marketing plan for the forthcoming Fiscal Year; (iii) estimates of furniture, fixtures, and equipment and Capital Expenditure requirements and expenditures for the forthcoming three Fiscal Years; and (iv) estimates of the Hotels’ Working Capital and Fixed Asset Supply needs for the forthcoming Fiscal Year.

Business Plan. A. Submanager shall submit to Primary Manager for its approval (awhich shall not be unreasonably withheld or delayed), at least forty-five (45) Tenant days prior to the beginning of each Fiscal Year which begins after the Take-Over Date, a preliminary draft (the "Proposed Business Plan") of the budget of the estimated financial results of the operation of the Hotel during the next Fiscal Year. Primary Manager's approval shall cause be deemed to have been given if Submanager has received no notice from Primary Manager to deliver to Landlord and Tenant for their review and approval, in accordance with the Management Agreement, a business plan showing contrary within forty-five (45) days after Primary Manager's receipt of such Proposed Business Plan. Such Proposed Business Plan shall project the estimated Gross Revenues for the forthcoming Fiscal YearRevenues, in comparison to the forecasted Gross Revenues for the current Fiscal Yeardepartmental profits, each in a reasonably itemized Deductions, and detailed, as well as summary, form. Such comparison shall include the estimated percentage changes in such items Operating Profit for the forthcoming Fiscal Year compared for the Hotel. In preparing the Proposed Business Plan for each Fiscal Year, Submanager's goal will be the maximization of the long-term Operating Profit of the Hotel, in keeping with System Standards and the general standards of the hotel industry for similar properties. If there are material items in any given Proposed Business Plan which have been budgeted at significantly different amounts from the amounts actually experienced (or projected) for the same items in the preceding Fiscal Year, Submanager agrees to take reasonable steps to ensure that, at Primary Manager's request, qualified personnel from Submanager's staff are available at the Hotel to explain these differences to Primary Manager. A meeting (or meetings) for such purpose shall be held, at the Hotel, at Primary Manager's request, within a reasonable period of time after the submission to Primary Manager of the Proposed Business Plan. Submanager will at all times give good faith consideration to Primary Manager's suggestions regarding any Proposed Business Plan, and in any event each Proposed Business Plan is subject to the current Fiscal Year. Tenant shall also cause approval of Primary Manager to submit to Landlord for Landlord’s approval the Capital Reserve Budget described in Section 5.2(b) and the Building Estimate described in Section 5.3 at the same time that it submits the business plan. Tenant shall cause Manager to prepare the business plan in accordance with the standards as set forth in this Lease and the Management Agreement. Landlord shall have 5 Business Days after receipt of the business plan to review and approve such business plan, and, in the event that Landlord disapproves any category in the business plan, Landlord shall notify Tenant, and Tenant shall, in turn provide Section 4.05.B. B. Primary Manager in writing, with the specific reasons for Landlord’s disapproval, by category, within such 5 Business Day period. The parties will attempt to resolve in good faith any such objections by Landlord within 5 Business Days following Manager’s receipt of Tenant’s notice of Landlord’s disapproval. Notwithstanding the foregoing, Landlord shall not be entitled to withhold its approval with respect to costs that are system-wide for Manager’s System, including, without limitation, of any system-wide compensation or benefit programs; provided, that such programs are reasonably comparable to others in the hospitality industry. Pending such agreement, Tenant shall operate, or cause Manager to operate, the Hotels with respect to those categories that are in dispute Proposed Business Plan based on the previous Fiscal Year’s approved Business Plan, adjusted in accordance with changes in the GDP Deflator over the Fiscal Year just ended and anticipated changes in Gross Revenues. If Landlord fails to provide any its objection within the initial 5 Business Day period set forth above, the business plan as submitted by Manager shall be deemed approved. If Landlord and Tenant cannot resolve in good faith any such objections by Landlord within the second 5 Business Day period set forth above, then Landlord’s determination in respect of such objections shall control. The approved business plan for each Fiscal Year is herein referred to as the “Business Plan”. (b) Tenant shall cause Manager to diligently operate the Hotels in accordance with the Business Plan. (c) In addition to the information described in the first sentence of Section 17.4(a), upon Landlord’s request, Tenant shall cause Manager to include (to the extent reasonably available to Manager) the following information along with each business plan submitted to Landlord pursuant to the provisions of Section 17.4(a): to: (i) general information concerning pay scales and benefits programs applicable to employees Submanager's reasonable projections of either Gross Revenues or the Hotels, Manager’s general staffing policies, and Manager’s plans for staffing levels at the Hotels for the forthcoming Fiscal Yearcomponents thereof; (ii) Manager’s marketing plan projected costs and expenses which are "system charges" (that is, costs and expenses which are generally uniform throughout the Marriott System, such as: the charges for Chain Services; the forthcoming Fiscal Year; (iii) estimates of furniture, fixtures, and equipment and Capital Expenditure requirements and expenditures for the forthcoming three Fiscal Years; and (iv) estimates costs of the Hotels’ Working Capital and Fixed Asset Supply needs for the forthcoming Fiscal Year.Marrxxxx

Business Plan. A. Submanager shall submit to Primary Manager for its approval (awhich shall not be unreasonably withheld or delayed), at least forty-five (45) Tenant days prior to the beginning of each Fiscal Year which begins after the Take-Over Date, a preliminary draft (the "Proposed Business Plan") of the budget of the estimated financial results of the operation of the Hotel during the next Fiscal Year. Primary Manager's approval shall cause be deemed to have been given if Submanager has received no notice from Primary Manager to deliver to Landlord and Tenant for their review and approval, in accordance with the Management Agreement, a business plan showing contrary within forty-five (45) days after Primary Manager's receipt of such Proposed Business Plan. Such Proposed Business Plan shall project the estimated Gross Revenues for the forthcoming Fiscal YearRevenues, in comparison to the forecasted Gross Revenues for the current Fiscal Yeardepartmental profits, each in a reasonably itemized Deductions, and detailed, as well as summary, form. Such comparison shall include the estimated percentage changes in such items Operating Profit for the forthcoming Fiscal Year compared for the Hotel. In preparing the Proposed Business Plan for each Fiscal Year, Submanager's goal will be the maximization of the long-term Operating Profit of the Hotel, in keeping with System Standards and the general standards of the hotel industry for similar properties. If there are material items in any given Proposed Business Plan which have been budgeted at significantly different amounts from the amounts actually experienced (or projected) for the same items in the preceding Fiscal Year, Submanager agrees to take reasonable steps to ensure that, at Primary Manager's request, qualified personnel from Submanager's staff are available at the Hotel to explain these differences to Primary Manager. A meeting (or meetings) for such purpose shall be held, at the Hotel, at Primary Manager's request, within a reasonable period of time after the submission to Primary Manager of the Proposed Business Plan. Submanager will at all times give good faith consideration to Primary Manager's suggestions regarding any Proposed Business Plan, and in any event each Proposed Business Plan is subject to the current Fiscal Year. Tenant shall also cause approval of Primary Manager to submit to Landlord for Landlord’s approval the Capital Reserve Budget described in Section 5.2(b) and the Building Estimate described in Section 5.3 at the same time that it submits the business plan. Tenant shall cause Manager to prepare the business plan in accordance with the standards as set forth in this Lease and the Management Agreement. Landlord shall have 5 Business Days after receipt of the business plan to review and approve such business plan, and, in the event that Landlord disapproves any category in the business plan, Landlord shall notify Tenant, and Tenant shall, in turn provide Section 4.05.B. B. Primary Manager in writing, with the specific reasons for Landlord’s disapproval, by category, within such 5 Business Day period. The parties will attempt to resolve in good faith any such objections by Landlord within 5 Business Days following Manager’s receipt of Tenant’s notice of Landlord’s disapproval. Notwithstanding the foregoing, Landlord shall not be entitled to withhold its approval with respect to of any Proposed Business Plan based on its objection to: (i) Submanager's reasonable projections of either Gross Revenues or the components thereof; (ii) projected costs and expenses which are "system charges" ( that is, costs and expenses which are systemgenerally uniform throughout the Marriott System, such as: the charges for Chain Services; the costs of the Marriott frequent guest program or, if applicable, the "Marriott Rewards Program" and other chain-wide for Manager’s System, including, without limitation, any system-wide compensation or benefit marketing programs; providedemployee benefits and other compensation programs); (iii) costs and expenses which are not within the control of either Owner, that Wyndham, Primary Manager or Submanager, such programs as Impositions and the cost of utilities; or (iv) increases in projected costs and expenses of operating the Hotel, which increases are reasonably comparable to others in the hospitality industry. Pending such agreement, Tenant shall operate, or cause Manager to operate, the Hotels with respect to those categories that are in dispute based on the previous Fiscal Year’s approved Business Plan, adjusted in accordance with changes in the GDP Deflator over the Fiscal Year just ended and anticipated changes primarily caused by projected increases in Gross Revenues. If Landlord fails to provide any objection within the initial 5 Business Day period The approval of Primary Manager (as set forth abovein the first sentence of Section 4.05.A) shall not be required if, and to the extent that, the business plan Proposed Business Plan for a given Fiscal Year is, in all material respects, the same as submitted the Proposed Business Plan for the preceding Fiscal Year, as adjusted by Manager the GDP Deflator; provided, however, that in any event (x) the FF&E Reserve expenditures and Capital Expenditures components of such Proposed Business Plan shall be deemed approved. If Landlord subject to Primary Manager's approval and Tenant cannot resolve (y) if there were, in good faith any such objections by Landlord within the second 5 prior Fiscal Year, expenditures from the FF&E Reserve or Capital Expenditures which affect operating costs or revenues, then the Proposed Business Day period Plan shall be subject to the approval of the Primary Manager as set forth above, then Landlord’s determination in respect Section 4.05.A. If Primary Manager and Submanager fail to mutually agree on the Proposed Business Plan within sixty (60) days after the submission to Primary Manager of such objections shall control. The approved business plan for each Fiscal Year is herein referred to as the “Proposed Business Plan”. (b) Tenant shall cause Manager to diligently operate the Hotels in accordance with the Business Plan. (c) In addition to the information , as described in the first sentence of Section 17.4(a4.05.A, either party shall have the right to submit to the Expert Resolution Process the issue of whether or not the Proposed Business Plan submitted by Submanager is unreasonable, given the goals which are set forth in the fourth sentence of Section 4.05. A. While such determination by the Expert is pending, Submanager shall operate the Hotel, in all material respects, based on the Business Plan for the preceding Fiscal Year (as adjusted by the GDP Deflator), upon Landlord’s requestwith adjustments for those items over which there is no disagreement between Primary Manager and Submanager, Tenant shall cause Manager to include (to the extent reasonably available to Manager) the following information along and with each business plan submitted to Landlord pursuant to the provisions of Section 17.4(a): adjustments for those items listed in clauses (i) general information concerning pay scales and benefits programs applicable to employees of the Hotels), Manager’s general staffing policies, and Manager’s plans for staffing levels at the Hotels for the forthcoming Fiscal Year; (ii) Manager’s marketing plan for the forthcoming Fiscal Year; ), (iii) estimates of furniture), fixtures, and equipment and Capital Expenditure requirements and expenditures for the forthcoming three Fiscal Years; and (iv) estimates above. The Proposed Business Plan, as approved by Primary Manager (or deemed approved pursuant to the Expert Resolution Process), is herein referred to as the "Business Plan". C. With respect to the "stub year" (if any) immediately following the Take-Over Date, Submanager shall submit the Proposed Business Plan to Primary Manager by no later than thirty (30) days prior to the Take-Over Date. D. Submanager shall diligently operate the Hotel in accordance with the Business Plan. It is understood, however, that the Business Plan is an estimate only and that unforeseen circumstances such as the costs of labor, material, services and supplies, casualty, operation of law, or economic and market conditions, may make adherence to the Business Plan impracticable, and Submanager shall be entitled to depart therefrom due to causes of the Hotels’ Working Capital and Fixed Asset Supply needs foregoing nature. In the event that Submanager determines that circumstances require that there will be material changes in the Business Plan, Submanager shall so notify Primary Manager, and, as to any components of a Business Plan over which Primary Manager has approval rights under this Agreement, Primary Manager shall have the right to reasonably approve such proposed material changes. Primary Manager's approval shall be deemed to have been given if Submanager has received no notice from Primary Manager to the contrary within twenty (20) days after Primary Manager's receipt of such notice of proposed material changes in the Business Plan. E. Submanager shall provide to Primary Manager with fifteen (15) days after the expiration of each fiscal quarter a reforecast of the Business Plan for the forthcoming such Fiscal Year.