Common use of Preparation and Approval of Plans Clause in Contracts

Preparation and Approval of Plans. So long as Federal GP or any Affiliate of Federal is the Managing General Partner, the Managing General Partner shall prepare and deliver to the Other General Partner and the Advisor for the General Partners’ approval or disapproval a proposed annual plan for the next fiscal year of the Partnership (as further described below, a “Proposed Plan”). The Proposed Plan shall cover the Partnership and each Qualified Property and shall include: a proposed Annual Budget covering the Partnership and each Qualified Property and a brief narrative description of the material portions thereof; a plan of operations for each Qualified Property, including anticipated repairs and improvements; estimated financing needs and estimated financing costs; estimated cash flow projections; a description of tenants then in occupancy in each Qualified Property; a schedule of any leases of any portion of a Qualified Property, any leases which are expiring during such fiscal year and the plans for the re-leasing of such Qualified Properties and any lease restructures (such as subleasing or expansion by a tenant) of which the Managing General Partner is aware; and projected capital improvements and capital repairs. The Managing General Partner shall prepare and submit a Proposed Plan to the Other General Partner and the Advisor on or before October 1st of the year prior to such fiscal year. The Other General Partner shall provide the Managing General Partner, in writing, any comments or requested changes the Other General Partner may have to such Proposed Plan within fifteen (15) days after its receipt thereof. If the Other General Partner fails to provide any comments or requested changes in writing within such fifteen (15) day period, then the Managing General Partner may at any time after the expiration of such fifteen (15) day period deliver to the Other General Partner a second written notice containing the Proposed Plan (which second notice will state, in all caps and bold-face type, that the Proposed Plan will be deemed approved if the Other General Partner, within five (5) Business Days after receipt of such second notice, fails to deliver a written objection to such Proposed Plan that specifies in reasonable detail the Other General Partner’s objections to such Proposed Plan), and if the Other General Partner, within five (5) Business Days after its receipt of such second notice, does not deliver to the Managing General Partner a written objection to such Proposed Plan specifying in reasonable detail the Other General Partner’s objections to such Proposed Plan, then the Proposed Plan shall be deemed to have been approved by the General Partners and shall be the Annual Plan (as defined below) for the Partnership’s next fiscal year. If the Other General Partner provides comments within the fifteen (15) day or five (5) Business Day periods described above, then the Managing General Partner shall submit a revised Proposed Plan to the Other General Partner and the Advisor incorporating or otherwise addressing the Other General Partner’s requested changes no later than fifteen (15) Business Days after receipt of the Other General Partner’s comments. Any Proposed Plan approved or deemed approved by the General Partners in accordance with this Section 3.5(a) shall become the annual plan for the next fiscal year of the Partnership (any such Proposed Plan approved (or deemed approved) by the General Partners for any fiscal year of the Partnership, as may be amended from time to time by a Plan Amendment in accordance with Section 3.5(c) hereof, an “Annual Plan”). A model of an Annual Plan is attached as Schedule 4 and made a part hereof.

Preparation and Approval of Plans. So long as Federal GP or any Affiliate of Federal is the Managing General Partner, the Managing General Partner The Manager shall prepare and deliver to the Other General Partner Members and the Advisor for the General Partners’ Members' approval or disapproval a proposed annual plan for the next fiscal year of the Partnership Company (as further described below, a “"Proposed Plan”"). The Proposed Plan shall cover the Partnership Company, each Tranche II Property and each Qualified Property Tranche II LSL Loan and shall include: a proposed Annual Budget covering the Partnership Company, each Tranche II Property and each Qualified Property Tranche II LSL Loan and a brief narrative description of the material portions thereof; a plan of operations for each Qualified Tranche II Property, including anticipated repairs and improvements; estimated financing needs and estimated financing costs; estimated cash flow projections; a description of tenants then in occupancy in each Qualified Tranche II Property; a schedule of any leases of any portion of a Qualified PropertyTranche II Properties, any leases which are expiring during such fiscal year and the plans for the re-leasing of such Qualified Tranche II Properties and any lease restructures (such as subleasing or expansion by a tenant) of which the Managing General Partner Manager is aware; and projected capital improvements and capital repairs; a description of any Proposed Tranche II Properties to the extent identified, including the terms of acquisition, provided that nothing in the Proposed Plan shall affect or limit the provisions of Section 3.6 hereof; a statement as to the status of any Tranche II LSL Loans made to the date of such Proposed Plan, including whether such Tranche II LSL Loans are current and the status of the net leases on the related Tranche II LSL Property, and a description of any Tranche II LSL Loans to be made in the next year; and any other information relative to the management of the Tranche II Properties or the Tranche II LSL Loans or the Company reasonably requested by either of the Members. The Managing General Partner Manager shall prepare and submit a Proposed Plan to the Other General Partner Members and the Advisor on or before October 1st September 15th of the year prior to such fiscal year. The Other General Partner Each Member shall provide the Managing General Partner, in writing, Manager with any comments or requested changes the Other General Partner such Member may have to such Proposed Plan within fifteen (15) days after its receipt thereof. If the Other General Partner fails to provide any comments or requested changes in writing within such fifteen (15) day period, then the Managing General Partner may at any time after the expiration of such fifteen (15) day period deliver to the Other General Partner a second written notice containing the Proposed Plan (which second notice will state, in all caps and bold-face type, that the Proposed Plan will be deemed approved if the Other General Partner, within five (5) Business Days after receipt of such second notice, fails to deliver a written objection to such Proposed Plan that specifies in reasonable detail the Other General Partner’s objections to such Proposed Plan), and if the Other General Partner, within five (5) Business Days after its receipt of such second notice, does not deliver to the Managing General Partner a written objection to such Proposed Plan specifying in reasonable detail the Other General Partner’s objections to such Proposed Plan, then the Proposed Plan shall be deemed to have been approved by the General Partners and shall be the Annual Plan (as defined below) for the Partnership’s next fiscal year. If the Other General Partner provides comments within the fifteen (15) day or five (5) Business Day periods described above, then the Managing General Partner The Manager shall submit a revised Proposed Plan to the Other General Partner Members and the Advisor incorporating or otherwise addressing the Other General Partner’s Member's requested changes no later than October 15th of the year prior to the fiscal year covered by such revised Proposed Plan; provided that if a Member provides comments on a Proposed Plan to the Manager on any date after October 1st, then the Manager's deadline for submitting a revised Proposed Plan as described in this sentence shall be extended one day for each day after October 1st that such Member shall have delayed providing comments to the Manager. Each Member shall approve or disapprove such revised Proposed Plan within fifteen (15) Business Days days after its receipt of the Other General Partner’s commentsthereof. Any Proposed Plan approved or deemed approved by the General Partners Members in accordance with this Section 3.5(a) shall become the annual plan for the next fiscal year of the Partnership Company (any such Proposed Plan approved (or deemed approved) by the General Partners Members for any fiscal year of the PartnershipCompany, and as may be amended from time to time by a Plan Amendment in accordance with Section 3.5(c) hereof, an “"Annual Plan”"). A model of an Annual Plan is attached as Schedule 4 3.5 and made a part hereof.

Preparation and Approval of Plans. So long as Federal GP or any Affiliate of Federal is the Managing General Partner, the Managing General Partner The Manager shall prepare and deliver to the Other General Partner Fund and the Advisor for the General Partners’ Members' approval or disapproval a proposed annual plan for the next fiscal year of the Partnership Company (as further described below, a “"Proposed Plan”"). The Proposed Plan shall cover the Partnership and Company, each Qualified Property and shall include: a proposed Annual Budget covering the Partnership and Company, each Qualified Property and a brief narrative description of the material portions thereof; a plan of operations for each Qualified Property, including anticipated repairs and improvements; estimated financing needs and estimated financing costs; estimated cash flow projections; a description of tenants then in occupancy in each Qualified Property; a schedule of any leases of any portion of a Qualified PropertyProperties, any leases which are expiring during such fiscal year and the plans for the re-leasing of such Qualified Properties and any lease restructures (such as subleasing or expansion by a tenant) of which the Managing General Partner Manager is aware; and projected capital improvements and capital repairs; a description of any Proposed Qualified Properties to the extent identified, including the terms of acquisition, provided that nothing in the Proposed Plan shall affect or limit the provisions of Section 3.6 hereof; a hold/sell analysis of each Qualified Property; and any other information relative to the management of the Qualified Properties or the Company reasonably requested by the Fund. The Managing General Partner Manager shall prepare and submit a Proposed Plan to the Other General Partner Fund and the Advisor on or before October 1st November 15th of the year prior to such fiscal year. The Other General Partner Fund shall provide the Managing General Partner, in writing, Manager with any comments or requested changes the Other General Partner Fund may have to such Proposed Plan within fifteen (15) days after its receipt thereof. If the Other General Partner fails to provide any comments or requested changes in writing within such fifteen (15) day period, then the Managing General Partner may at any time after the expiration of such fifteen (15) day period deliver to the Other General Partner a second written notice containing the Proposed Plan (which second notice will state, in all caps and bold-face type, that the Proposed Plan will be deemed approved if the Other General Partner, within five (5) Business Days after receipt of such second notice, fails to deliver a written objection to such Proposed Plan that specifies in reasonable detail the Other General Partner’s objections to such Proposed Plan), and if the Other General Partner, within five (5) Business Days after its receipt of such second notice, does not deliver to the Managing General Partner a written objection to such Proposed Plan specifying in reasonable detail the Other General Partner’s objections to such Proposed Plan, then the Proposed Plan shall be deemed to have been approved by the General Partners and shall be the Annual Plan (as defined below) for the Partnership’s next fiscal year. If the Other General Partner provides comments within the fifteen (15) day or five (5) Business Day periods described above, then the Managing General Partner The Manager shall submit a revised Proposed Plan to the Other General Partner Fund and the Advisor incorporating or otherwise addressing the Other General Partner’s Fund's requested changes no later than December 15th of the year prior to the fiscal year covered by such revised Proposed Plan; provided that if the Fund provides comments on a Proposed Plan to the Manager on any date after December 1st, then the Manager's deadline for submitting a revised Proposed Plan as described in this sentence shall be extended one day for each day after December 1st that the Fund shall have delayed providing comments to the Manager. The Fund shall approve or disapprove such revised Proposed Plan within the period ending on the later of (x) fifteen (15) Business Days days after its receipt thereof or (y) December 31st of the Other General Partner’s commentsyear prior to the fiscal year covered by such revised Proposed Plan. Any Proposed Plan approved or deemed approved by the General Partners Members in accordance with this Section 3.5(a) shall become the annual plan for the next fiscal year of the Partnership Company (any such Proposed Plan approved (or deemed approved) by the General Partners Members for any fiscal year of the PartnershipCompany, and as may be amended from time to time by a Plan Amendment in accordance with Section 3.5(c) hereof, an “"Annual Plan”"). A model of an Annual Plan is attached as Schedule 4 3.5 and made a part hereof. The initial Annual Plan shall be agreed upon by the Members within sixty (60) days of the date hereof.

Preparation and Approval of Plans. So long as Federal GP or any Affiliate of Federal is the Managing General Partner, the The Managing General Partner shall prepare and deliver to the Other General Partner Fund GP and the Advisor for the General Partners’ ' approval or disapproval a proposed annual plan for the next fiscal year of the Partnership (as further described below, a “Proposed Plan”"PROPOSED PLAN"). The Proposed Plan shall cover the Partnership and Partnership, each Qualified Property and shall include: a proposed Annual Budget covering the Partnership and Partnership, each Qualified Property and a brief narrative description of the material portions thereof; a plan of operations for each Qualified Property, including anticipated repairs and improvements; estimated financing needs and estimated financing costs; estimated cash flow projections; a description of tenants then in occupancy in each Qualified Property; a schedule of any leases of any portion of a Qualified PropertyProperties, any leases which are expiring during such fiscal year and the plans for the re-leasing of such Qualified Properties and any lease restructures (such as subleasing or expansion by a tenant) of which the Managing General Partner is aware; and projected capital improvements and capital repairs; a description of any Proposed Qualified Properties to the extent identified, including the terms of acquisition, provided that nothing in the Proposed Plan shall affect or limit the provisions of Section 3.6 hereof; and any other information relative to the management of the Qualified Properties or the Partnership reasonably requested by the Fund General Partner. The Managing General Partner shall prepare and submit a Proposed Plan to the Other General Partner Fund GP and the Advisor on or before October 1st September 15th of the year prior to such fiscal year. The Other General Partner Fund GP shall provide the Managing General Partner, in writing, Partner with any comments or requested changes the Other General Partner Fund GP may have to such Proposed Plan within fifteen (15) days after its receipt thereof. If the Other General Partner fails to provide any comments or requested changes in writing within such fifteen (15) day period, then the Managing General Partner may at any time after the expiration of such fifteen (15) day period deliver to the Other General Partner a second written notice containing the Proposed Plan (which second notice will state, in all caps and bold-face type, that the Proposed Plan will be deemed approved if the Other General Partner, within five (5) Business Days after receipt of such second notice, fails to deliver a written objection to such Proposed Plan that specifies in reasonable detail the Other General Partner’s objections to such Proposed Plan), and if the Other General Partner, within five (5) Business Days after its receipt of such second notice, does not deliver to the Managing General Partner a written objection to such Proposed Plan specifying in reasonable detail the Other General Partner’s objections to such Proposed Plan, then the Proposed Plan shall be deemed to have been approved by the General Partners and shall be the Annual Plan (as defined below) for the Partnership’s next fiscal year. If the Other General Partner provides comments within the fifteen (15) day or five (5) Business Day periods described above, then the The Managing General Partner shall submit a revised Proposed Plan to the Other General Partner Fund GP and the Advisor incorporating or otherwise addressing the Other General Partner’s Fund GP's requested changes no later than October 15th of the year prior to the fiscal year covered by such revised Proposed Plan; provided that if the Fund GP provides comments on a Proposed Plan to the Managing General Partner on any date after October 1st, then the Managing General Partner's deadline for submitting a revised Proposed Plan as described in this sentence shall be extended one day for each day after October 1st that the Fund GP shall have delayed providing comments to the Managing General Partner. The Fund GP shall approve or disapprove such revised Proposed Plan within fifteen (15) Business Days days after its receipt of the Other General Partner’s commentsthereof. Any Proposed Plan approved or deemed approved by the General Partners in accordance with this Section 3.5(a) shall become the annual plan for the next fiscal year of the Partnership (any such Proposed Plan approved (or deemed approved) by the General Partners for any fiscal year of the Partnership, and as may be amended from time to time by a Plan Amendment in accordance with Section 3.5(c) hereof, an “Annual Plan”"ANNUAL PLAN"). A model of an Annual Plan is attached as Schedule 4 3.5 and made a part hereof.