Common use of Preparation and Approval of Plans Clause in Contracts

Preparation and Approval of Plans. The General Partner shall prepare and deliver to the Executive Committee for its 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 Asset and shall include: (i) a proposed Annual Budget covering the Partnership and each Qualified Asset and a brief narrative description of the material portions thereof; (ii) a plan of operations for each Qualified Asset, including anticipated repairs and improvements; (iii) estimated financing needs and estimated financing costs for the Partnership and each Qualified Asset; (iv) estimated cash flow projections for the Partnership and each Qualified Asset; (v) a description of tenants then in occupancy in each Qualified Asset; (vi) a schedule of Qualified Assets, any leases which are expiring during such fiscal year and the plans for the re-leasing of such Qualified Assets and any lease restructures (such as subleasing or expansion by a tenant) of which the General Partner is aware; (vii) projected capital improvements and capital repairs; (viii) a description of any Proposed Qualified Assets 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 (ix) any other information relative to the management of the Qualified Assets or the Partnership reasonably requested by any member of the Executive Committee. The General Partner shall prepare and submit a Proposed Plan to the Executive Committee on or before November 15th of the year prior to such fiscal year. The Executive Committee shall approve or disapprove such revised Proposed Plan no later than December 15th of the year prior to the fiscal year covered by such revised Proposed Plan. Any Proposed Plan approved by the Executive Committee in accordance with Section 3.4 shall become the annual plan for the next fiscal year of the Partnership (any Proposed Plan approved by the Executive Committee for any fiscal year of the Partnership, and as may be amended from time to time by a Plan Amendment, an “Annual Plan”). A model of an Annual Plan is attached as Schedule 3.5 and made a part hereof. The General Partner, within thirty (30) days after the closing of the last to be acquired of Qualified Assumed Assets, shall submit the initial Annual Plan, covering all of the Qualified Assets held by the Partnership for the remainder of the then current year, to the Executive Committee for approval or disapproval in accordance with the procedures outlined herein which Proposed Plan upon approval shall become the Annual Plan.

Preparation and Approval of Plans. The Managing General Partner shall prepare and deliver to the Executive Committee Fund GP and the Advisor for its 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 Asset Property and shall include: (i) : a proposed Annual Budget covering the Partnership and Partnership, each Qualified Asset Property and a brief narrative description of the material portions thereof; (ii) ; a plan of operations for each Qualified AssetProperty, including anticipated repairs and improvements; (iii) ; estimated financing needs and estimated financing costs for the Partnership and each Qualified Asset; (iv) costs; estimated cash flow projections for the Partnership and each Qualified Asset; (v) projections; a description of tenants then in occupancy in each Qualified Asset; (vi) Property; a schedule of Qualified AssetsProperties, any leases which are expiring during such fiscal year and the plans for the re-leasing of such Qualified Assets Properties and any lease restructures (such as subleasing or expansion by a tenant) of which the Managing General Partner is aware; (vii) ; projected capital improvements and capital repairs; (viii) ; a description of any Proposed Qualified Assets 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 (ix) and any other information relative to the management of the Qualified Assets Properties or the Partnership reasonably requested by any member of the Executive CommitteeFund General Partner. The Managing General Partner shall prepare and submit a Proposed Plan to the Executive Committee Fund GP and the Advisor on or before November September 15th of the year prior to such fiscal year. The Executive Committee Fund GP shall approve provide the Managing General Partner with any comments or disapprove requested changes the Fund GP may have to such Proposed Plan within fifteen (15) days after its receipt thereof. The Managing General Partner shall submit a revised Proposed Plan to the Fund GP and the Advisor incorporating or otherwise addressing the Fund GP's requested changes no later than December 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) days after its receipt thereof. Any Proposed Plan approved by the Executive Committee General Partners in accordance with this Section 3.4 3.5(a) shall become the annual plan for the next fiscal year of the Partnership (any Proposed Plan approved by the Executive Committee General Partners for any fiscal year of the Partnership, and as may be amended from time to time by a Plan AmendmentAmendment in accordance with Section 3.5(c) hereof, an “Annual Plan”"ANNUAL PLAN"). A model of an Annual Plan is attached as Schedule 3.5 and made a part hereof. The General Partner, within thirty (30) days after the closing of the last to be acquired of Qualified Assumed Assets, shall submit the initial Annual Plan, covering all of the Qualified Assets held by the Partnership for the remainder of the then current year, to the Executive Committee for approval or disapproval in accordance with the procedures outlined herein which Proposed Plan upon approval shall become the Annual Plan.

Preparation and Approval of Plans. The General Partner Manager shall prepare and deliver to the Executive Committee Fund and the Advisor for its the 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 Asset Property and shall include: (i) : a proposed Annual Budget covering the Partnership and Company, each Qualified Asset Property and a brief narrative description of the material portions thereof; (ii) ; a plan of operations for each Qualified AssetProperty, including anticipated repairs and improvements; (iii) ; estimated financing needs and estimated financing costs for the Partnership and each Qualified Asset; (iv) costs; estimated cash flow projections for the Partnership and each Qualified Asset; (v) projections; a description of tenants then in occupancy in each Qualified Asset; (vi) Property; a schedule of Qualified AssetsProperties, any leases which are expiring during such fiscal year and the plans for the re-leasing of such Qualified Assets Properties and any lease restructures (such as subleasing or expansion by a tenant) of which the General Partner Manager is aware; (vii) ; projected capital improvements and capital repairs; (viii) ; a description of any Proposed Qualified Assets 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 (ix) a hold/sell analysis of each Qualified Property; and any other information relative to the management of the Qualified Assets Properties or the Partnership Company reasonably requested by any member of the Executive CommitteeFund. The General Partner Manager shall prepare and submit a Proposed Plan to the Executive Committee Fund and the Advisor on or before November 15th of the year prior to such fiscal year. The Executive Committee Fund shall provide the Manager with any comments or requested changes the Fund may have to such Proposed Plan within fifteen (15) days after its receipt thereof. The Manager shall submit a revised Proposed Plan to the Fund and the Advisor incorporating or otherwise addressing the 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 no within the period ending on the later than of (x) fifteen (15) days after its receipt thereof or (y) December 15th 31st of the year prior to the fiscal year covered by such revised Proposed Plan. Any Proposed Plan approved by the Executive Committee Members in accordance with this Section 3.4 3.5(a) shall become the annual plan for the next fiscal year of the Partnership Company (any Proposed Plan approved by the Executive Committee Members for any fiscal year of the PartnershipCompany, and as may be amended from time to time by a Plan AmendmentAmendment in accordance with Section 3.5(c) hereof, an “"Annual Plan”"). A model of an Annual Plan is attached as Schedule 3.5 and made a part hereof. The General Partner, initial Annual Plan shall be agreed upon by the Members within thirty sixty (3060) days after the closing of the last to be acquired of Qualified Assumed Assets, shall submit the initial Annual Plan, covering all of the Qualified Assets held by the Partnership for the remainder of the then current year, to the Executive Committee for approval or disapproval in accordance with the procedures outlined herein which Proposed Plan upon approval shall become the Annual Plandate hereof.

Preparation and Approval of Plans. The 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 Executive Committee Other General Partner and the Advisor for its 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 Asset Property and shall include: (i) : a proposed Annual Budget covering the Partnership and each Qualified Asset Property and a brief narrative description of the material portions thereof; (ii) ; a plan of operations for each Qualified AssetProperty, including anticipated repairs and improvements; (iii) ; estimated financing needs and estimated financing costs for the Partnership and each Qualified Asset; (iv) costs; estimated cash flow projections for the Partnership and each Qualified Asset; (v) projections; a description of tenants then in occupancy in each Qualified Asset; (vi) Property; a schedule of any leases of any portion of a Qualified AssetsProperty, any leases which are expiring during such fiscal year and the plans for the re-leasing of such Qualified Assets Properties and any lease restructures (such as subleasing or expansion by a tenant) of which the Managing General Partner is aware; (vii) ; and projected capital improvements and capital repairs; (viii) a description of any Proposed Qualified Assets 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 (ix) any other information relative to the management of the Qualified Assets or the Partnership reasonably requested by any member of the Executive Committee. The Managing General Partner shall prepare and submit a Proposed Plan to the Executive Committee Other General Partner and the Advisor on or before November 15th October 1st of the year prior to such fiscal year. The Executive Committee Other General Partner shall approve provide the Managing General Partner, in writing, any comments or disapprove 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 December 15th fifteen (15) Business Days after receipt of the year prior to the fiscal year covered by such revised Proposed PlanOther General Partner’s comments. Any Proposed Plan approved or deemed approved by the Executive Committee General Partners in accordance with this Section 3.4 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 Executive Committee General Partners for any fiscal year of the Partnership, and as may be amended from time to time by a Plan AmendmentAmendment in accordance with Section 3.5(c) hereof, an “Annual Plan”). A model of an Annual Plan is attached as Schedule 3.5 4 and made a part hereof. The General Partner, within thirty (30) days after the closing of the last to be acquired of Qualified Assumed Assets, shall submit the initial Annual Plan, covering all of the Qualified Assets held by the Partnership for the remainder of the then current year, to the Executive Committee for approval or disapproval in accordance with the procedures outlined herein which Proposed Plan upon approval shall become the Annual Plan.

Preparation and Approval of Plans. The General Partner Manager shall prepare and deliver to the Executive Committee Members and the Advisor for its the 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 Asset Tranche II LSL Loan and shall include: (i) : a proposed Annual Budget covering the Partnership Company, each Tranche II Property and each Qualified Asset Tranche II LSL Loan and a brief narrative description of the material portions thereof; (ii) ; a plan of operations for each Qualified AssetTranche II Property, including anticipated repairs and improvements; (iii) ; estimated financing needs and estimated financing costs for the Partnership and each Qualified Asset; (iv) costs; estimated cash flow projections for the Partnership and each Qualified Asset; (v) projections; a description of tenants then in occupancy in each Qualified Asset; (vi) Tranche II Property; a schedule of Qualified AssetsTranche II Properties, any leases which are expiring during such fiscal year and the plans for the re-leasing of such Qualified Assets Tranche II Properties and any lease restructures (such as subleasing or expansion by a tenant) of which the General Partner Manager is aware; (vii) ; projected capital improvements and capital repairs; (viii) ; a description of any Proposed Qualified Assets 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; and (ix) 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 Qualified Assets Tranche II Properties or the Partnership Tranche II LSL Loans or the Company reasonably requested by any member either of the Executive CommitteeMembers. The General Partner Manager shall prepare and submit a Proposed Plan to the Executive Committee Members and the Advisor on or before November September 15th of the year prior to such fiscal year. Each Member shall provide the Manager with any comments or requested changes such Member may have to such Proposed Plan within fifteen (15) days after its receipt thereof. The Executive Committee Manager shall approve or disapprove such submit a revised Proposed Plan to the Members and the Advisor incorporating or otherwise addressing the Member's requested changes no later than December 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) days after its receipt thereof. Any Proposed Plan approved by the Executive Committee Members in accordance with this Section 3.4 3.5(a) shall become the annual plan for the next fiscal year of the Partnership Company (any Proposed Plan approved by the Executive Committee Members for any fiscal year of the PartnershipCompany, and as may be amended from time to time by a Plan AmendmentAmendment in accordance with Section 3.5(c) hereof, an “"Annual Plan”"). A model of an Annual Plan is attached as Schedule 3.5 and made a part hereof. The General Partner, within thirty (30) days after the closing of the last to be acquired of Qualified Assumed Assets, shall submit the initial Annual Plan, covering all of the Qualified Assets held by the Partnership for the remainder of the then current year, to the Executive Committee for approval or disapproval in accordance with the procedures outlined herein which Proposed Plan upon approval shall become the Annual Plan.

Preparation and Approval of Plans. The General Partner shall prepare and deliver to the Executive Committee for its 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 Asset and shall include: (i) a proposed Annual Budget covering the Partnership and each Qualified Asset and a brief narrative description of the material portions thereof; (ii) a plan of operations for each Qualified Asset, including anticipated repairs and improvements; (iii) estimated financing needs and estimated financing costs for the Partnership and each Qualified Asset; (iv) estimated cash flow projections for the Partnership and each Qualified Asset; (v) a description of tenants then in occupancy in each Qualified Asset; (vi) a schedule of Qualified Assets, any leases which are expiring during such fiscal year and the plans for the re-leasing of such Qualified Assets and any lease restructures (such as subleasing or expansion by a tenant) of which the General Partner is aware; (vii) projected capital improvements and capital repairs; (viii) a description of any Proposed Qualified Assets 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 (ix) any other information relative to the management of the Qualified Assets or the Partnership reasonably requested by any member of the Executive Committee. The General Partner shall prepare and submit a Proposed Plan to the Executive Committee on or before November 15th of the year prior to such fiscal year. The Executive Committee shall approve or disapprove such revised Proposed Plan no later than December 15th of the year prior to the fiscal year covered by such revised Proposed Plan. Any Proposed Plan approved by the Executive Committee in accordance with Section 3.4 shall become the annual plan for the next fiscal year of the Partnership (any Proposed Plan approved by the Executive Committee for any fiscal year of the Partnership, and as may be amended from time to time by a Plan Amendment, an “Annual Plan”). A model of an Annual Plan is attached as Schedule 3.5 and made a part hereof. The General Partnerinitial Annual Plan shall be approved by a Supermajority Vote of the Executive Committee within sixty (60) days of the date first set forth above. If the Partnership has not acquired the Qualified Sale Assets and the Qualified Contribution Assets within sixty (60) days of the date first set forth above, then within thirty (30) days after the closing of the last to be acquired of Qualified Assumed Sale Assets or Qualified Contribution Assets, the General Partner shall submit the initial Annual Plan, a new Proposed Plan covering all of the Qualified Assets held by the Partnership for the remainder of the then current year, year to the Executive Committee for approval or disapproval within a thirty (30) day period in accordance with the procedures outlined herein which Proposed Plan upon approval shall become the Annual Plan.