Common use of Business Plans Clause in Contracts

Business Plans. As promptly as possible, but in no event later than July 15, 2010 (and, as applicable, with current information as of June 30, 2010) the Manager shall deliver to the Initial Member written plans (each, a “Business Plan”) detailing the strategy to be used by it in managing and disposing of the assets of the Company in respect of all of the Loans for achieving the Company’s purposes with respect thereto, in conformance with the Servicing Standard, based, to the extent appropriate, on information gathered by the Company with respect to the Loans, which shall include (i) individual Business Plans for each of the ten (10) largest Loans based on their Unpaid Principal Balance as of the Cut-Off Date (as set forth on the Loan Schedule), and (ii) a consolidated Business Plan covering all Loans (a “Consolidated Business Plan”). With respect to the first such Business Plans and Consolidated Business Plan, the Manager shall meet with the Initial Member as reasonably requested by the Initial Member from time to time during the thirty (30) Business Days following the Initial Member’s receipt of the same, to review and discuss such Business Plans and Consolidated Business Plan, including changes thereto suggested by the Initial Member. Within thirty (30) Business Days following expiration of such review period, the Manager will deliver to the Initial member a final version of such Business Plans and Consolidated Business Plan reflecting such changes as the Manager considers to be appropriate in light of its discussions with the Initial Member during such review period. The Manager shall thereafter review and revise each Business Plan and Consolidated Business Plan as the circumstances may require, and in any event provide periodic updates to such Business Plans (and for each such update, the same shall cover the ten (10) largest Loans based on their Unpaid Principal Balance as of the time of such update) and Consolidated Business Plan to the Initial Member, in January (current as of December 31 of the immediately preceding year) and July (current as of June 30 of such year) of each year, commencing in January 2011, with each such periodic update to de delivered as part of the Monthly Reports due at such time pursuant to Section 7.4(b), Upon reasonable notice by the Initial Member, the Company shall make its personnel who are familiar with such Business Plans and Consolidated Business Plans available during normal business hours for the purposes of discussing such Business Plans and Consolidated Business Plans with representatives of the Initial Member and responding to questions therefrom. (a) Each Business Plan and Consolidated Business Plan will set forth a strategy for the disposition of the Loans addressed thereby which strategy may consist of one or more of the following: (i) the pay-off of Loans at a discount; (ii) modifications of the related note and/or mortgage, including reductions in the mortgage loan interest rate, reductions in the principal balance and rescheduling principal payments; (iii) foreclosure upon the related Underlying Collateral (or acquisition thereof by deed in lieu of foreclosure) and subsequent sale thereof; (iv) assumptions of Loans by new borrowers; (v) repairs to and, if applicable, completion of construction of the related Underlying Collateral, with a view towards selling such Underlying Collateral or the Loan secured thereby; (vi) sale of a Loan, either singly or in pools, before or after restructuring; and (vii) any other method of work-out, rehabilitation and disposition consistent with the Servicing Standard and other general duties of the Company specified in this Agreement. (b) Each Business Plan and Consolidated Business Plan will set forth a strategy for the disposition of each related Acquired Property which strategy may consist of one or more of the following: (i) the sale or leasing of the Acquired Property in whole or in parts, or in pools; (ii) making repairs to and, if applicable, completion of construction the Acquired Property or making changes to the Acquired Property so that it may be used for uses other than its current use, with a view toward selling the Acquired Property; (iii) rehabilitation or improvement and, if applicable, completion of construction of the Acquired Property, with a view toward selling the Acquired Property; (iv) continued leasing or sales activity with respect to the Acquired Property available for leasing or sale (in whole or in part) at the time it is transferred to a Ownership Entity; and (v) maintenance, landscaping and general upkeep of the Acquired Property. (c) Each Business Plan or Consolidated Business Plan shall contain the Company's estimate of the present value of the net amount that is recoverable with respect to each related Loan and projected Working Capital Expenses with respect thereto, and, in reasonable detail, the manner of calculation of such estimates. The Consolidated Business Plan shall include projected financials including statements of income, assets, and cash flows for the Company. Such cash flow projections shall, for the Consolidated Business Plan and each update thereto, include an Excel model of projected cash flows by month, as of June 30 and December 31 of each year (or, in the case of the initial Consolidated Business Plan, as of the date of preparation and delivery thereof) and covering a period not less than the upcoming 6 months, including projected monthly cash inflows on the Loans and REO, projected Excess Working Capital Advances and/or Discretionary Funding Advances, projected outflows of Servicing Expenses, projected Funding Draws, projected Working Capital Reserve levels, projected net monthly cash available for deposit into the Defeasance Account, and the amount and allocation of any projected distributions to Initial Member and Private Owner.

Business Plans. As promptly as possible, but in no event later than July 15, 2010 the time periods set forth herein (and, as applicable, with current information as of June 30, 2010the month most recently ended prior to delivery thereof) the Manager shall must deliver to the Initial Member written plans (each, a “Business Plan”) detailing the strategy to be used by it in managing and disposing of the assets of Assets (and the Company in respect of all of the Loans Ownership Entities) for achieving the Company’s purposes with respect thereto, in conformance with the Servicing Standard, based, to the extent appropriate, on information gathered by the Company with respect to the LoansAssets (each, together with any updates thereto, a “Business Plan”), which shall include will include (i) individual Business Plans (each, a “Borrower-Business Relationship Business Plan”) for each of the ten (10) five largest Loans Borrower-business relationships based on their Unpaid Principal Balance as of the Cut-Off Date (as set forth on determined by aggregating the Loan ScheduleLoans of Borrower and Obligors under common Control or that otherwise are Affiliates of each other), and (ii) a consolidated Business Plan covering all Loans Assets (with the Borrower-Business Relationship Business Plans being integrated therein) (a “Consolidated Business Plan”). Such initial Borrower-Business Relationship Business Plans must be delivered not more than one hundred eighty days after the Closing Date, and such initial Consolidated Business Plan must be delivered not more than one hundred eighty days after the Closing Date. With respect to the first such Borrower-Business Relationship Business Plans and Consolidated Business Plan, the Manager shall must meet with the Initial Member as reasonably requested by the Initial Member from time to time during the thirty (30) Business Days following the Initial Member’s receipt of the same, or such later date as requested by the Initial Member, to review and discuss such Borrower-Business Relationship Business Plans and Consolidated Business Plan, including changes thereto suggested by the Initial Member. Within thirty (30) Business Days following expiration of such review period, the Manager will deliver to the Initial member Member a final version of such Borrower-Business Relationship Business Plans and Consolidated Business Plan reflecting such changes as the Manager considers to be appropriate in light of its discussions with the Initial Member during such review period. The Manager shall must thereafter review and revise each Business Plan and Consolidated Business Plan as the circumstances may require, and in any event provide periodic updates to such Business Plans (and for each such updateupdate to the Borrower- Business Relationship Business Plans, the same shall must cover the ten (10) five largest Loans Borrower-business relationships based on their Unpaid Principal Balance as of the time of such update) and Consolidated Business Plan to the Initial Member, in January (current as of December 31 of the immediately preceding year) and July (current as of June 30 of such year) of each year, commencing in January 2011of 2025 and continuing until Final Monthly Distribution, with each such periodic update to de be delivered as part of the Monthly Reports due at such time pursuant to Section 7.4(b7.4 (and Section 3(b) of the Reporting and Access Schedule). In connection with and following the Final Monthly Distribution, each Monthly Report will include an applicable update as to any relevant information that would otherwise be included in an update to the Consolidated Business Plan (and no separate update to the Consolidated Business Plan will be required). With respect to each such Business Plan (including any update thereto or to relevant information therein pursuant to any Monthly Report), Upon upon reasonable notice by the Initial Member, the Company shall must make its personnel who are familiar with such Business Plans and Consolidated Business Plans available during normal business hours for the purposes of discussing such Business Plans and Consolidated Business Plans with representatives of the Initial Member and responding to questions therefromtherefrom (and, as applicable, revising the same to reflect such changes as the Manager considers to be appropriate in light of such discussions with the Initial Member). (a) Each Business Plan and Consolidated Business Plan (including any update thereto) will set forth a strategy (consistent with any restrictions set forth in this Agreement and the other Transaction Documents, except to the extent that this Agreement or any such other Transaction Document, as the case may be, expressly contemplates that such Business Plan (including any update thereto) may propose deviations from any such restriction) for the disposition of the Loans Assets addressed thereby which strategy may consist of one or more of the following: (i) the permitted pay-off of Loans Assets at a discount; (ii) modifications of the related note and/or or mortgage, including reductions in the mortgage loan interest rate, reductions in the principal balance and rescheduling principal payments; (iii) foreclosure upon the related Underlying Collateral (or acquisition thereof by deed in lieu of foreclosure) and subsequent sale thereof; (iv) assumptions of Loans Assets by new borrowers; (v) repairs to and, if applicable, completion of construction of the related Underlying Collateral, with a view towards selling such Underlying Collateral or the Loan Asset secured thereby; (vi) sale of a Loanan Asset, either singly or in pools, before or after restructuring; and (vii) any other method of work-out, rehabilitation and disposition consistent with the Servicing Standard and other general duties of the Company Manager specified in this Agreement. For any Loan for which a Strategic Plan Report is required, such strategy must include a detailed description of contemplated or proposed steps to improve the Risk Category of such Loan pursuant to the Loan Criteria Matrix. (b) Each Business Plan and Consolidated Business Plan (including any update thereto) will set forth a strategy (consistent with any restrictions set forth in this Agreement and the other Transaction Documents, except to the extent that this Agreement or any such other Transaction Document, as the case may be, expressly contemplates that such Business Plan (including any update thereto) may propose deviations from any such restriction) for the disposition of each related Acquired Property which strategy may consist of one or more of the following: (i) the sale or leasing of the Acquired Property in whole or in parts, or in pools; (ii) making repairs to to, the rehabilitation or improvement of, and, if applicable, the completion of construction of, the Acquired Property Property, or making changes to the Acquired Property so that it may be used for uses other than its current use, with a view toward selling the Acquired Property; (iii) rehabilitation or improvement and, if applicable, completion of construction of the Acquired Property, with a view toward selling the Acquired Property; (iv) continued leasing or sales activity with respect to the Acquired Property available for leasing or sale (in whole or in part) at the time it is transferred to a an Ownership Entity; and (viv) maintenance, landscaping and general upkeep of the Acquired Property. To the extent any such Business Plan (and related strategy) includes any permitted construction or development to be funded by the Company (other than pursuant to Required Funding Draws) (including, if applicable, through Permitted Capital Improvement Expenses, such Business Plan (and any update thereto) must include a description of such construction or development in reasonable detail (including the related budget and timeline). For avoidance of doubt, in no event will delivery of any information pursuant to a Business Plan, Strategic Plan Reports or Critical Strategy Resolution Business Plan (or any update to any of the foregoing) be deemed to constitute delivery or approval with respect to any Capital Improvement Plan. (c) Each Business Plan or Consolidated Business Plan shall (including any update thereto) must contain the Company's estimate (or determination, as applicable) of (i) the present value of the gross and net amount that is recoverable with respect to each related Loan Asset (including, with respect to all related Acquired Property, the then Net Fair Value thereof), (ii) with respect to all Acquired Property and Mortgaged Property included in any Asset covered by such Business Plan, in the event such Acquired Property or Mortgaged Property includes more than one parcel of real property (or would otherwise potentially be sold by the Company in severable parts), the then projected Release Price for each such parcel (or other severable part) of such Acquired Property and Mortgaged Property, and (iii) projected Working Capital Expenses, Permitted Capital Improvement Expenses and any other permitted expenditures or contingent liabilities with respect theretoto each such Asset (including any Acquired Property), and, in each case including in reasonable detail, detail the manner of calculation of such estimateseach of the foregoing. The Consolidated Business Plan shall (including any update thereto) must include projected financials including statements of income, assets, and cash flows for the CompanyCompany (and, for purposes of clarification, the information required pursuant to the immediately preceding sentence both with respect to each Asset (on an Asset-by-Asset basis) and with respect to all Assets on a consolidated basis). Such cash flow projections shallmust, for the Consolidated Business Plan and each update thereto, include an Excel model of projected cash flows by month(in the form set forth in Exhibit F hereto, and as may be updated from time to time pursuant to Section 7.7(f) of this Agreement), as of June 30 and December 31 of each year (or, in the case of the initial Consolidated Business Plan, as of the date of preparation and delivery thereof) and covering the period through the fifth anniversary of the Closing Date (or with respect to any update thereto, any later date representing the Manager’s then reasonably expected projection as to the date upon which the Final Distribution will occur), on a period monthly basis for the upcoming twenty-four months and not less than the upcoming 6 monthsa quarterly basis thereafter, including projected monthly cash inflows on the Loans (including projected Asset Proceeds and REO, projected Excess Working Capital Advances and/or Discretionary Funding Advances), projected cash outflows of (including projected Servicing Expenses, projected Required Funding DrawsDraws and other Working Capital Expenses, Capital Improvement Advances and other Permitted Capital Improvement Expenses (and related drawings from the Capital Improvement Account)), projected Working Capital Reserve levels, projected net monthly cash available for deposit into the Defeasance AccountCapital Improvement Fund levels, and the amount and allocation of any projected distributions to the Initial Member and the Private Owner. (d) Each update to a Business Plan must include descriptions and explanations for the largest variances to the previously reported corresponding Business Plan. Variance explanations must include changes in capital expenditures for Acquired Property, protective advances, internal rates of return, strategy for the disposition of the Assets, actual principal and interest income and other collection proceeds, cash flows, projected distributions to the Members, and other changes in strategy or other relevant matters as compared to the previously reported corresponding Business Plan. (e) Each Business Plan (including any update thereto) will set forth the policies, practices and guidelines with respect to when (including how frequently) site inspections (of Mortgaged Property and Acquired REO Property) will be conducted, the procedures to be followed in conducting site inspections and the manner in which the results of site inspections are to be documented (including standard forms to be used in connection with such documentation). (f) Each Business Plan (including any update thereto) will set forth (i) the organizational structure of the Manager and its Affiliates, and (ii) the policies and procedures of the Manager and its Affiliates regarding the manner in which the strategies set forth in the Business Plan, and the determinations described in Section 1(a)(ii) of the Reporting and Access Schedule, are determined, made, internally approved and implemented.

Business Plans. As promptly as possible, but in no event later than July 15, 2010 (and, as applicable, with current information as of June 30, 2010) the Manager shall deliver to the Initial Member written plans (each, a “Business Plan”) detailing the strategy to be used by it in managing and disposing of the assets of the Company in respect of all of the Loans for achieving the Company’s purposes with respect thereto, in conformance with the Servicing Standard, based, to the extent appropriate, on information gathered by the Company with respect to the Loans, which shall include (i) individual Business Plans for each of the ten (10) largest Loans based on their Unpaid Principal Balance as of the Cut-Off Date (as set forth on the Loan Schedule), and (ii) a consolidated Business Plan covering all Loans (a “Consolidated Business Plan”). With respect to the first such Business Plans and Consolidated Business Plan, the Manager shall meet with the Initial Member as reasonably requested by the Initial Member from time to time during the thirty (30) Business Days following the Initial Member’s receipt of the same, to review and discuss such Business Plans and Consolidated Business Plan, including changes thereto suggested by the Initial Member. Within thirty (30) Business Days following expiration of such review period, the Manager will deliver to the Initial member a final version of such Business Plans and Consolidated Business Plan reflecting such changes as the Manager considers to be appropriate in light of its discussions with the Initial Member during such review period. The Manager shall thereafter review and revise each Business Plan and Consolidated Business Plan as the circumstances may require, and in any event provide periodic updates to such Business Plans (and for each such update, the same shall cover the ten (10) largest Loans based on their Unpaid Principal Balance as of the time of such update) and Consolidated Business Plan to the Initial Member, in January (current as of December 31 of the immediately preceding year) and July (current as of June 30 of such year) of each year, commencing in January 2011, with each such periodic update to de delivered as part of the Monthly Reports due at such time pursuant to Section 7.4(b), Upon reasonable notice by the Initial Member, the Company shall make its personnel who are familiar with such Business Plans and Consolidated Business Plans available during normal business hours for the purposes of discussing such Business Plans and Consolidated Business Plans with representatives of the Initial Member and responding to questions therefrom. (a) Each Business Plan and Consolidated Business Plan will set forth a strategy for the disposition of the Loans addressed thereby which strategy may consist of one or more of the following: (i) the pay-off of Loans at a discount; (ii) modifications of the related note and/or mortgage, including reductions in the mortgage loan interest rate, reductions in the principal balance and rescheduling principal payments; (iii) foreclosure upon the related Underlying Collateral (or acquisition thereof by deed in lieu of foreclosure) and subsequent sale thereof; (iv) assumptions of Loans by new borrowers; (v) repairs to and, if applicable, completion of construction of the related Underlying Collateral, with a view towards selling such Underlying Collateral or the Loan secured thereby; (vi) sale of a Loan, either singly or in pools, before or after restructuring; and (vii) any other method of work-out, rehabilitation and disposition consistent with the Servicing Standard and other general duties of the Company specified in this Agreement. (b) Each Business Plan and Consolidated Business Plan will set forth a strategy for the disposition of each related Acquired Property which strategy may consist of one or more of the following: (i) the sale or leasing of the Acquired Property in whole or in parts, or in pools; (ii) making repairs to and, if applicable, completion of construction the Acquired Property or making changes to the Acquired Property so that it may be used for uses other than its current use, with a view toward selling the Acquired Property; (iii) rehabilitation or improvement and, if applicable, completion of construction of the Acquired Property, with a view toward selling the Acquired Property; (iv) continued leasing or sales activity with respect to the Acquired Property available for leasing or sale (in whole or in part) at the time it is transferred to a Ownership Entity; and (v) maintenance, landscaping and general upkeep of the Acquired Property. (c) Each Business Plan or Consolidated Business Plan shall contain the Company's estimate of the present value of the net amount that is recoverable with respect to each related Loan and projected Working Capital Expenses with respect thereto, and, in reasonable detail, the manner of calculation of such estimates. The Consolidated Business Plan shall include projected financials including statements of income, assets, and cash flows for the Company. Such cash flow projections shall, for the Consolidated Business Plan and each update thereto, include an Excel model of projected cash flows by month, as of June 30 and December 31 of each year (or, in the case of the initial Consolidated Business Plan, as of the date of preparation and delivery thereof) and covering a period not less than the upcoming 6 months, including projected monthly cash inflows on the Loans and REO, projected Excess Working Capital Advances and/or Discretionary Funding Advances, projected outflows of Servicing Expenses, projected Funding Draws, projected Working Capital Reserve levels, projected net monthly cash available for deposit into the Defeasance Account, and the amount and allocation of any projected distributions to Initial Member and Private Owner.

Business Plans. As promptly as possible, but in no event later than July 15, 2010 the time periods set forth herein (and, as applicable, with current information as of June 30, 2010the month most recently ended prior to delivery thereof) the Manager shall deliver to the Initial Member written plans (each, a “Business Plan”) detailing the strategy to be used by it in managing and disposing of the assets of Assets (and the Company in respect of all of the Loans Ownership Entities) for achieving the Company’s purposes with respect thereto, in conformance with the Servicing Standard, based, to the extent appropriate, on information gathered by the Company with respect to the LoansAssets (each, together with any updates thereto, a “Business Plan”), which shall include (i) individual Business Plans (each, a “Borrower-Business Relationship Business Plan”) for each of the ten (10) fifteen largest Loans Borrower-business relationships based on their Unpaid Principal Balance as of the Cut-Off Date (as set forth on determined by aggregating the Loan ScheduleLoans of Borrower and/or Obligors under common Control or that otherwise are Affiliates of each other), and (ii) a consolidated Business Plan covering all Loans Assets (a “Consolidated Business Plan”). Such initial Borrower-Business Relationship Business Plans shall be delivered not more than sixty days after the Closing Date, and such initial Consolidated Business Plan (including updated Borrower-Business Relationship Business Plans) shall be delivered not more than one hundred twenty days after the Closing Date. With respect to the first such Borrower-Business Relationship Business Plans and Consolidated Business Plan, the Manager shall meet with the Initial Member as reasonably requested by the Initial Member from time to time during the thirty (30) Business Days following the Initial Member’s receipt of the same, or such later date as requested by the Initial Member, to review and discuss such Borrower-Business Relationship Business Plans and Consolidated Business Plan, including changes thereto suggested by the Initial Member. Within thirty (30) Business Days following expiration of such review period, the Manager will deliver to the Initial member Member a final version of such Borrower-Business Relationship Business Plans and Consolidated Business Plan reflecting such changes as the Manager considers to be appropriate in light of its discussions with the Initial Member during such review period. The Manager shall thereafter review and revise each Business Plan and Consolidated Business Plan as the circumstances may require, and in any event provide periodic updates to such Business Plans (and for each such updateupdate to the Borrower-Business Relationship Business Plans, the same shall cover the ten (10) fifteen largest Loans Borrower-business relationships based on their Unpaid Principal Balance as of the time of such update) and Consolidated Business Plan to the Initial Member, in January (current as of December 31 of the immediately preceding year) and July (current as of June 30 of such year) of each year, commencing in January 2011July of 2014, with each such periodic update to de be delivered as part of the Monthly Reports due at such time pursuant to Section 7.4(b7.4 (and Section 3(b) of the Reporting and Access Schedule). With respect to each such Business Plan (including any update thereto), Upon upon reasonable notice by the Initial Member, the Company shall make its personnel who are familiar with such Business Plans and Consolidated Business Plans available during normal business hours for the purposes of discussing such Business Plans and Consolidated Business Plans with representatives of the Initial Member and responding to questions therefrom. therefrom (a) Each Business Plan and Consolidated Business Plan will set forth a strategy for the disposition of the Loans addressed thereby which strategy may consist of one or more of the following: (i) the pay-off of Loans at a discount; (ii) modifications of the related note and/or mortgage, including reductions in the mortgage loan interest rate, reductions in the principal balance and rescheduling principal payments; (iii) foreclosure upon the related Underlying Collateral (or acquisition thereof by deed in lieu of foreclosure) and subsequent sale thereof; (iv) assumptions of Loans by new borrowers; (v) repairs to and, if as applicable, completion revising the same to reflect such changes as the Manager considers to be appropriate in light of construction of the related Underlying Collateral, with a view towards selling such Underlying Collateral or the Loan secured thereby; (vi) sale of a Loan, either singly or in pools, before or after restructuring; and (vii) any other method of work-out, rehabilitation and disposition consistent discussions with the Servicing Standard and other general duties of the Company specified in this AgreementInitial Member). (b) Each Business Plan and Consolidated Business Plan will set forth a strategy for the disposition of each related Acquired Property which strategy may consist of one or more of the following: (i) the sale or leasing of the Acquired Property in whole or in parts, or in pools; (ii) making repairs to and, if applicable, completion of construction the Acquired Property or making changes to the Acquired Property so that it may be used for uses other than its current use, with a view toward selling the Acquired Property; (iii) rehabilitation or improvement and, if applicable, completion of construction of the Acquired Property, with a view toward selling the Acquired Property; (iv) continued leasing or sales activity with respect to the Acquired Property available for leasing or sale (in whole or in part) at the time it is transferred to a Ownership Entity; and (v) maintenance, landscaping and general upkeep of the Acquired Property. (c) Each Business Plan or Consolidated Business Plan shall contain the Company's estimate of the present value of the net amount that is recoverable with respect to each related Loan and projected Working Capital Expenses with respect thereto, and, in reasonable detail, the manner of calculation of such estimates. The Consolidated Business Plan shall include projected financials including statements of income, assets, and cash flows for the Company. Such cash flow projections shall, for the Consolidated Business Plan and each update thereto, include an Excel model of projected cash flows by month, as of June 30 and December 31 of each year (or, in the case of the initial Consolidated Business Plan, as of the date of preparation and delivery thereof) and covering a period not less than the upcoming 6 months, including projected monthly cash inflows on the Loans and REO, projected Excess Working Capital Advances and/or Discretionary Funding Advances, projected outflows of Servicing Expenses, projected Funding Draws, projected Working Capital Reserve levels, projected net monthly cash available for deposit into the Defeasance Account, and the amount and allocation of any projected distributions to Initial Member and Private Owner.