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”.

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”.

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 standards established therefor in the Business Plan; or iii) any other material responsibilities assumed by Dealer, adjusted Nissan will notify Dealer of such failure and will review with Dealer the nature and extent of such failure and the reasons which, in accordance Nissan's opinion, account for such failure. Thereafter, Nissan will provide Dealer with changes in a reasonable opportunity to correct the GDP Deflator over the Fiscal Year just ended and anticipated changes in Gross Revenuesfailure. If Landlord Dealer fails to provide any objection within make substantial progress towards remedying such failure before 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 expiration of such objections shall control. The approved business plan for each Fiscal Year period, Nissan may terminate the Dealer Agreement, such termination to be effective at least sixty (60) days after notice is herein referred to as the “Business Plan”.given

Business Plan. Dealer and Nissan shall 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 Nissan's approval, is an essential part of the Public Ownership Addendum [or CMO Addendum] and is hereby incorporated in and made a part of this Addendum. The Business Plan shall include the following required components: i) a New Vehicle Sales Plan; ii) Sales & Profit Forecast; iii) Dealer's Investment Worksheet; iv) Succession Plans, including the identity of the proposed successors to dealer, dealer principal (aprincipal owner) Tenant and/or executive manager; and 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 parties, and (ii) sales penetration achieved by Dealer in each of the various segments in which Nissan vehicles compete. In addition to the above required components, Nissan may request that additional components be included in the Business Plan such as organization and management structure and staffing, market area plan, goals, objectives, sources of capital, and/or any other information deemed necessary by Nissan dependent upon the circumstances of the Dealer. 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 in a reasonably itemized standards, 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 plans set forth in this Lease and the Management Agreement. Landlord shall have 5 Business Days after receipt of Plan for the business plan to review and approve such business planpreceding year or other period, and, (ii) identify any deficiencies in the event that Landlord disapproves any category in the business plan, Landlord shall notify TenantDealer's performance, and Tenant shall(iii) specify the steps that Dealer will take to remedy such deficiencies. If, 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 evaluation thereof made by Nissan, Dealer shall fail to substantially fulfill its responsibilities with respect to: i) the implementation of the plans set forth in the Business Plan, adjusted in accordance with changes 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 GDP Deflator over Business Plan; or iii) any other material responsibilities assumed by Dealer, Nissan will notify Dealer of such failure and will review with Dealer the Fiscal Year just ended nature and anticipated changes extent of such failure and the reasons which, in Gross RevenuesNissan's opinion, account for such failure. Thereafter, Nissan will provide Dealer with a reasonable opportunity to correct the failure. If Landlord Dealer fails to provide any objection within make substantial progress towards remedying such failure before 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 expiration of such objections shall control. The approved business plan for each Fiscal Year period, Nissan may terminate the Dealer Agreement, such termination to be effective at least sixty (60) days after notice is herein referred to as the “Business Plan”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 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”.

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”.

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”."

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”.

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 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”.Section 4.05.B.

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.”.