Capital Plans; Allocation of Additional Capital Contributions. Concurrent with the execution of this Agreement, BOP Partners and TPG Partners have all approved the Annual Business Plan for each Partnership for the current 2010 fiscal year, as updated through the mid-year. The TPG Partners will develop a five (5) year capital plan for both Properties which is intended to include various upgrades and improvements to the Properties to enhance the value and rental rates of the Properties (“Capital Plans”). It is anticipated that the Capital Plans will be developed under the direction of the TPG Partners over the following 4 to 6 months after the date hereof, and will include estimated pricing and timing for the recommended capital projects on each of the Properties. The TPG Partners will provide regular updates to the BOP Partners on the status of the Capital Plans and will provide the BOP Partners with copies of interim versions of the Capital Plans for input and comments. The TPG Partners will meet with the representatives of the BOP Partners as reasonably requested to update them on the process for developing the Capital Plans, to obtain their input on the interim plans, and evaluate alternatives for the various projects. The TPG Partners and BOP Partners will work in good faith to resolve any disagreements regarding the proposed capital projects and to come up with a mutually acceptable set of Capital Plans for the Properties as quickly as possible. When the TPG Partners have determined that the proposed Capital Plans are final and ready to be submitted to the BOP Partners, the TPG Partners shall submit such Capital Plans to the BOP Partners for final approval. The BOP Partners shall approve or disapprove the proposed Capital Plans within twenty (20) days after submission thereof; if the Capital Plans are disapproved. the BOP Partners shall provide the TPG Partners with specific reasons for the disapproval and recommendations as to the changes requested by the BOP Partners to make such Capital Plans acceptable at the same time of such disapproval. Once the final Capital Plans have been approved by BOP Partners, such Capital Plans shall be effective and shall constitute part of the approved Annual Business Plan for each respective Property unless and until they are further modified by a written agreement of TPG Partners and BOP Partners, as contemplated in each Partnership Agreement. It is anticipated that the Additional Capital Contributions to be made by the BOP Partners will be allocated between the two Partnerships...
