Common use of Capital Contributions of the Members Clause in Contracts

Capital Contributions of the Members. Upon execution and delivery of this Agreement, CNL and Woodfield shall contribute their pro rata shares, based upon their respective initial Percentage Interests as set forth in Section 9.1, of all amounts payable by the Company at the Property Closing and the closing of the Acquisition Loan. Such initial capital contribution by CNL shall constitute a portion of “CNL’s Initial Capital.” Such initial capital contribution by Woodfield shall constitute a portion of “Woodfield’s Initial Capital”. Woodfield’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions”. Such contributions are reflected on Exhibit A attached hereto and shall be updated from time to time to reflect modifications to the Initial Capital Contributions and any additional Capital Contributions, including contributions of Additional Initial Capital as required pursuant to Section 4.5(a). The amount of cash and the fair market value, as agreed to by Member Consent, of other property contributed by a Member shall be credited to such Member’s Capital Account. In no event shall the aggregate amount of CNL’s Initial Capital exceed $14,928,824 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall Woodfield’s Initial Capital exceed $785,728 without the express written approval of Woodfield (the “Woodfield Maximum Initial Capital”). The Members expressly agree that, to the extent the amount of the final Project Budget is hereafter reduced due to savings in the Construction Contract’s guaranteed maximum price, the Initial Capital Contribution requirements of CNL and Woodfield shall be reduced on a pro rata basis. Any Construction Cost Overruns (as defined in the Development Agreement) funded by Developer shall not be treated as a contribution by Developer or Woodfield to the Company or in any manner construed so as to increase Woodfield’s Capital Account or Woodfield’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Woodfield under this Agreement, shall not be treated as a Member Loan by Woodfield to the Company, and shall not entitle Developer or Woodfield to any interest on or refund of any amounts so advanced or to any other rights or remedies against the Company or any Member.

Capital Contributions of the Members. Upon or following the execution and delivery of this Agreement, CNL and Woodfield MCR shall contribute their pro rata shares, shares (based upon their respective initial Percentage Interests as set forth in Section 9.1, Interests) of all amounts payable by the Company at the Property Closing and the closing of the Acquisition LoanLoan Closing, including amounts necessary to reimburse MCR for its Pre-Development Costs and costs to be reimbursed pursuant to Section 2.6. Such initial capital contribution by CNL shall constitute a portion of “CNL’s Initial Capital.” ”. Such initial capital contribution by Woodfield MCR shall constitute a portion of “WoodfieldMCR’s Initial Capital”. WoodfieldMCR’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions”. Such contributions Initial Capital Contributions are reflected on Exhibit A attached hereto and shall be updated from time to time to reflect modifications to the Initial Capital Contributions and any additional Capital Contributions, including contributions of Additional Initial Capital as required pursuant to Section 4.5(a)hereto. The amount of cash and the fair market value, as agreed to by Member Consent, of other property contributed by a Member (whether as Initial Capital Contributions or otherwise) shall be credited to such Member’s Capital Account. In Without the express written approval of CNL, in no event shall the aggregate amount of CNL’s Initial Capital exceed Thirteen Million Fifty-Three Thousand Dollars ($14,928,824 without the express written approval of 13,053,000) plus any increase to such amount as is approved by CNL (such amount being referred to herein as the “CNL Maximum Initial Capital”), and in no event shall Woodfield’s Initial Capital exceed $785,728 and, without the express written approval of Woodfield MCR, in no event shall the aggregate amount of MCR’s Initial Capital exceed Six Hundred Eighty-Seven Thousand Dollars ($687,000) plus any increase to such amount as is approved by MCR (such amount being referred to herein as the “Woodfield MCR Maximum Initial Capital”). The Members expressly agree that, to the extent the amount of the final Project Budget is hereafter reduced due to savings in the Construction Contract’s guaranteed maximum price, the Initial Capital Contribution requirements of CNL and Woodfield shall be reduced on a pro rata basis. Any Construction Cost Overruns (as defined in the Development Agreement) funded by Developer MCR shall not be treated as a contribution by Developer or Woodfield MCR to the Company or in any manner construed so as to increase WoodfieldMCR’s Capital Account or WoodfieldMCR’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Woodfield MCR under this Agreement, shall not be treated as a Member Loan by Woodfield MCR to the Company, Company and shall not entitle Developer or Woodfield MCR to any interest on or or, except as provided in the Development Agreement, any refund of any amounts so advanced and, except as provided in the Development Agreement, shall not entitle MCR or to any other rights or remedies against the Company or any Member.

Capital Contributions of the Members. Upon No later than the execution and delivery of this Agreement, CNL and Woodfield Crescent shall contribute their pro rata shares, shares (based upon their respective initial Percentage Interests as set forth in Section 9.1, Interests) of all amounts payable by the Company at the Property Closing and the closing of the Acquisition LoanLoan Closing, including amounts necessary to reimburse Crescent or Developer for its Pre-Development Costs. Such initial capital contribution by CNL shall constitute a portion of “CNL’s Initial Capital.” ”. Such initial capital contribution by Woodfield Crescent (against which Crescent may credit any portion of the Development Fee that is assigned by Developer to Crescent in accordance with the Development Agreement) shall constitute a portion of “WoodfieldCrescent’s Initial Capital”. WoodfieldCrescent’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions”. Such contributions are reflected on Exhibit A attached hereto and shall be updated from time to time to reflect modifications to the Initial Capital Contributions and any additional Capital Contributionscapital contributions, including contributions of Additional Initial Capital as required pursuant to Section 4.5(a). The amount of cash and the fair market value, as agreed to by Member Consent, of other property contributed by a Member shall be credited to such Member’s Capital Account. In no event shall the aggregate amount of CNL’s Initial Capital exceed $14,928,824 5,791,701 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall WoodfieldCrescent’s Initial Capital exceed $785,728 3,861,134 without the express written approval of Woodfield Crescent (the “Woodfield Crescent Maximum Initial Capital”). The Members expressly agree that, to the extent the amount of the final Project Budget is hereafter reduced due to savings in the Construction Contract’s guaranteed maximum price, the Initial Capital Contribution requirements Contributions of CNL and Woodfield Crescent shall be reduced on a pro rata basis. Any Construction Cost Overruns (as defined in the Development Agreement) funded by Developer shall not be treated as a contribution by Developer or Woodfield Crescent to the Company or in any manner construed so as to increase WoodfieldCrescent’s Capital Account or WoodfieldCrescent’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Woodfield Crescent under this Agreement, shall not be treated as a Member Loan by Woodfield Crescent to the Company, and shall not entitle Developer or Woodfield Crescent to any interest on or refund of any amounts so advanced or to any other rights or remedies against the Company or any Member.

Capital Contributions of the Members. Upon No later than the execution and delivery of this Agreement, CNL and Woodfield Crescent shall contribute their pro rata shares, shares (based upon their respective initial Percentage Interests as set forth in Section 9.1, Interests) of all amounts payable by the Company at the Property Closing and the closing of the Acquisition LoanLoan Closing, including amounts necessary to reimburse Crescent or Developer for its Pre-Development Costs. Such initial capital contribution by CNL shall constitute a portion of “CNL’s Initial Capital.” ”. Such initial capital contribution by Woodfield Crescent (against which Crescent may credit any portion of the Development Fee that is assigned by Developer to Crescent in accordance with the Development Agreement) shall constitute a portion of “WoodfieldCrescent’s Initial Capital”. WoodfieldCrescent’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions”. Such contributions are reflected on Exhibit A attached hereto and shall be updated from time to time to reflect modifications to the Initial Capital Contributions and any additional Capital Contributionscapital contributions, including contributions of Additional Initial Capital as required pursuant to Section 4.5(a). The amount of cash and the fair market value, as agreed to by Member Consent, of other property contributed by a Member shall be credited to such Member’s Capital Account. In no event shall the aggregate amount of CNL’s Initial Capital exceed $14,928,824 7,248,980.00 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall WoodfieldCrescent’s Initial Capital exceed $785,728 4,832,653.00 without the express written approval of Woodfield Crescent (the “Woodfield Crescent Maximum Initial Capital”). The Members expressly agree that, to the extent the amount of the final Project Budget is hereafter reduced due to savings in the Construction Contract’s guaranteed maximum price, the Initial Capital Contribution requirements Contributions of CNL and Woodfield Crescent shall be reduced on a pro rata basis. Any Construction Cost Overruns (as defined in the Development Agreement) funded by Developer shall not be treated as a contribution by Developer or Woodfield Crescent to the Company or in any manner construed so as to increase WoodfieldCrescent’s Capital Account or WoodfieldCrescent’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Woodfield Crescent under this Agreement, shall not be treated as a Member Loan by Woodfield Crescent to the Company, and shall not entitle Developer or Woodfield Crescent to any interest on or refund of any amounts so advanced or to any other rights or remedies against the Company or any Member.

Capital Contributions of the Members. Upon the execution and delivery of this Agreement, CNL and Woodfield Bainbridge shall contribute their pro rata shares, shares (based upon their respective initial Percentage Interests as set forth in Section 9.1, Interests) of all amounts payable by the Company at the Property Closing and the closing of the Acquisition LoanLoan Closing, including amounts necessary to reimburse Bainbridge or Developer for its Pre-Development Costs. Such initial capital contribution by CNL shall constitute a portion of “CNL’s Initial Capital.” ”. Such initial capital contribution by Woodfield Bainbridge shall constitute a portion of “WoodfieldBainbridge’s Initial Capital”. WoodfieldBainbridge’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions”. .” Such contributions Initial Capital Contributions are reflected on Exhibit A attached hereto and shall be updated from time to time to reflect modifications to the Initial Capital Contributions and any additional Capital Contributionscontributions, including contributions of Additional Initial Capital as required pursuant to Section 4.5(a). The amount of cash and the fair market value, as agreed to by Member Consent, of other property contributed by a Member shall be credited to such Member’s Capital Account. In no event shall the aggregate amount of CNL’s Initial Capital exceed Ten Million Eight Hundred Thirty-Six Thousand Nine Hundred Three Dollars ($14,928,824 10,836,903) without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall WoodfieldBainbridge’s Initial Capital exceed One Million Two Hundred Four Thousand One Hundred Dollars ($785,728 1,204,100) without the express written approval of Woodfield Bainbridge (the “Woodfield Bainbridge Maximum Initial Capital”). The Members expressly agree that, to the extent the amount of the final Project Budget is hereafter reduced due to savings in the Construction Contract’s guaranteed maximum price, the Initial Capital Contribution requirements of CNL and Woodfield shall be reduced on a pro rata basis. Any Construction Cost Overruns (as defined in the Development Agreement) funded by Developer shall not be treated as a contribution by Developer or Woodfield Bainbridge to the Company or in any manner construed so as to increase WoodfieldBainbridge’s Capital Account or WoodfieldBainbridge’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Woodfield Bainbridge under this Agreement, shall not be treated as a Member Loan by Woodfield Bainbridge to the Company, and and, except to the extent set forth in the Development Agreement, shall not entitle Developer or Woodfield Bainbridge to any interest on or refund of any amounts so advanced or to any other rights or remedies against the Company or any Member.

Capital Contributions of the Members. Upon or following the execution and delivery of this Agreement, CNL and Woodfield TRG shall contribute their pro rata shares, shares (based upon their respective initial Percentage Interests as set forth in Section 9.1, Interests) of all amounts payable by the Company at the Property Closing and the closing of the Acquisition Construction Loan, including amounts necessary to reimburse TRG or Developer for its Pre-Development Costs. Such initial capital contribution by CNL shall constitute a portion of “CNL’s Initial Capital.” ”. Such initial capital contribution by Woodfield TRG (against which TRG may credit any portion of the Development Fee that is assigned by Developer to TRG in accordance with the Development Agreement) shall constitute a portion of “WoodfieldTRG’s Initial Capital”. WoodfieldTRG’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions”. Such contributions are reflected on Exhibit A attached hereto and shall be updated from time to time to reflect modifications to the Initial Capital Contributions and any additional Capital Contributionscapital contributions, including contributions of Additional Initial Capital as required pursuant to Section 4.5(a). The amount of cash and the fair market value, as agreed to by Member Consent, of other property contributed by a Member shall be credited to such Member’s Capital Account. In no event shall the aggregate amount of CNL’s Initial Capital exceed $14,928,824 9,300,681.90 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall WoodfieldTRG’s Initial Capital exceed $785,728 1,033,409.10 without the express written approval of Woodfield TRG (the “Woodfield TRG Maximum Initial Capital”). The Members expressly agree that, to the extent the amount of the final Project Budget is hereafter reduced due to savings in the Construction Contract’s guaranteed maximum price, the Initial Capital Contribution requirements of CNL and Woodfield shall be reduced on a pro rata basis. Any Construction Cost Overruns (as defined in the Development Agreement) funded by Developer shall not be treated as a contribution by Developer or Woodfield TRG to the Company or in any manner construed so as to increase WoodfieldTRG’s Capital Account or WoodfieldTRG’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Woodfield TRG under this Agreement, shall not be treated as a Member Loan by Woodfield TRG to the Company, and shall not entitle Developer or Woodfield TRG to any interest on or refund of any amounts so advanced or to any other rights or remedies against the Company or any Member.

Capital Contributions of the Members. Upon or following the execution and delivery of this Agreement, CNL and Woodfield Xxxxxx shall contribute their pro rata shares, shares (based upon their respective initial Percentage Interests as set forth in Section 9.1, Interests) of all amounts payable by the Company at the Property Closing and the closing of the Acquisition LoanLoan Closing, including amounts necessary to reimburse Xxxxxx or Developer for its Pre-Development Costs. Such initial capital contribution by CNL shall constitute a portion of “CNL’s Initial Capital.” ”. Such initial capital contribution by Woodfield Xxxxxx shall constitute a portion of “WoodfieldDaniel’s Initial Capital”. WoodfieldDaniel’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions”. Such contributions are reflected on Exhibit A attached hereto and shall be updated from time to time to reflect modifications to the Initial Capital Contributions and any additional Capital Contributionscapital contributions, including contributions of Additional Initial Capital as required pursuant to Section 4.5(a). The amount of cash and the fair market value, as agreed to by Member Consent, of other property contributed by a Member shall be credited to such Member’s Capital Account. In no event shall the aggregate amount of CNL’s Initial Capital exceed $14,928,824 9,641,043.00 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall WoodfieldDaniel’s Initial Capital exceed $785,728 1,071,227.00 without the express written approval of Woodfield Xxxxxx (the “Woodfield Xxxxxx Maximum Initial Capital”). The Members expressly agree that, to the extent the amount of the final Project Budget is hereafter reduced due to savings in the Construction Contract’s guaranteed maximum price, the Initial Capital Contribution requirements of CNL and Woodfield shall be reduced on a pro rata basis. Any Construction Cost Overruns (as defined in the Development Agreement) funded by Developer shall not be treated as a contribution by Developer or Woodfield Xxxxxx to the Company or in any manner construed so as to increase WoodfieldDaniel’s Capital Account or WoodfieldDaniel’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Woodfield under this Agreement, shall not be treated as a Member Loan by Woodfield Xxxxxx to the Company, and shall not entitle Developer or Woodfield Xxxxxx to any interest on or refund of any amounts so advanced or to any other rights or remedies against the Company or any Member, except that the Xxxxxx in its capacity as Developer may be entitled to a return of a portion of such Construction Cost Overruns funded by Xxxxxx pursuant to the provisions of Section 9.4(e).

Capital Contributions of the Members. 4.1 Capital Contributions of the Members. Upon or following the execution and delivery of this Agreement, CNL and Woodfield shall contribute their pro rata shares, shares (based upon their respective initial Percentage Interests as set forth in Section 9.1, Interests) of all amounts payable by the Company at the Property Closing and the closing of the Acquisition LoanLoan Closing, including amounts necessary to reimburse Woodfield or Developer for its Pre-Development Costs. Such initial capital contribution by CNL shall constitute a portion of “CNL’s Initial Capital.” ”. Such initial capital contribution by Woodfield (against which Woodfield may credit any portion of the Development Fee that is assigned by Developer to Woodfield in accordance with the Development Agreement) shall constitute a portion of “Woodfield’s Initial Capital”. Woodfield’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions”. Such contributions are reflected on Exhibit A attached hereto and shall be updated from time to time to reflect modifications to the Initial Capital Contributions and any additional Capital Contributionscapital contributions, including contributions of Additional Initial Capital as required pursuant to Section 4.5(a). The amount of cash and the fair market value, as agreed to by Member Consent, of other property contributed by a Member shall be credited to such Member’s Capital Account. In no event shall the aggregate amount of CNL’s Initial Capital exceed $14,928,824 6,788,700.00 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall Woodfield’s Initial Capital exceed $785,728 357,300.00 without the express written approval of Woodfield (the “Woodfield Maximum Initial Capital”). The Members expressly agree that, to the extent the amount of the final Project Budget is hereafter reduced due to savings in the Construction Contract’s guaranteed maximum price, the Initial Capital Contribution requirements Contributions of CNL and Woodfield shall be reduced on a pro rata basis. Any Construction Cost Overruns (as defined in the Development Agreement) funded by Developer shall not be treated as a contribution by Developer or Woodfield to the Company or in any manner construed so as to increase Woodfield’s Capital Account or Woodfield’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Woodfield under this Agreement, shall not be treated as a Member Loan by Woodfield to the Company, and shall not entitle Developer or Woodfield to any interest on or refund of any amounts so advanced or to any other rights or remedies against the Company or any Member.

Capital Contributions of the Members. Upon No later than the execution and delivery of this Agreement, CNL and Woodfield Crescent shall contribute their pro rata shares, shares (based upon their respective initial Percentage Interests as set forth in Section 9.1, Interests) of all amounts payable by the Company at the Property Closing and the closing of the Acquisition LoanLoan Closing, including amounts necessary to reimburse Crescent or Developer for its Pre-Development Costs. Such initial capital contribution by CNL shall constitute a portion of “CNL’s Initial Capital.” ”. Such initial capital contribution by Woodfield Crescent (against which Crescent may credit any portion of the Development Fee that is assigned by Developer to Crescent in accordance with the Development Agreement) shall constitute a portion of “WoodfieldCrescent’s Initial Capital”. WoodfieldCrescent’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions”. Such contributions are reflected on Exhibit A attached hereto and shall be updated from time to time to reflect modifications to the Initial Capital Contributions and any additional Capital Contributionscapital contributions, including contributions of Additional Initial Capital as required pursuant to Section 4.5(a). The amount of cash and the fair market value, as agreed to by Member Consent, of other property contributed by a Member shall be credited to such Member’s Capital Account. In no event shall the aggregate amount of CNL’s Initial Capital exceed $14,928,824 6,238,503.00 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall WoodfieldCrescent’s Initial Capital exceed $785,728 4,159,002.00 without the express written approval of Woodfield Crescent (the “Woodfield Crescent Maximum Initial Capital”). The Members expressly agree that, to the extent the amount of the final Project Budget is hereafter reduced due to savings in the Construction Contract’s guaranteed maximum price, the Initial Capital Contribution requirements Contributions of CNL and Woodfield Crescent shall be reduced on a pro rata basis. Any Construction Cost Overruns (as defined in the Development Agreement) funded by Developer shall not be treated as a contribution by Developer or Woodfield Crescent to the Company or in any manner construed so as to increase WoodfieldCrescent’s Capital Account or WoodfieldCrescent’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Woodfield Crescent under this Agreement, shall not be treated as a Member Loan by Woodfield Crescent to the Company, and shall not entitle Developer or Woodfield Crescent to any interest on or refund of any amounts so advanced or to any other rights or remedies against the Company or any Member.

Capital Contributions of the Members. Upon or following the execution and delivery of this Agreement, CNL each of CNL, TRG and Woodfield ASR shall contribute their pro rata shares, shares (based upon their respective initial Percentage Interests as set forth in Section 9.1, Interests) of all amounts payable by the Company at the Property Closing and the closing of the Acquisition LoanClosing. Such initial capital contribution by CNL shall constitute a portion of “CNL’s Initial Capital.” ”. Such initial capital contribution by Woodfield TRG shall constitute a portion of TRG’s Initial Capital”. Such initial capital contribution by ASR shall constitute a portion of “WoodfieldASR’s Initial Capital”. WoodfieldTRG’s Initial Capital, CNL’s Initial Capital and CNLASR’s Initial Capital shall collectively be called the “Initial Capital Contributions”. Such contributions are reflected on Exhibit A attached hereto and shall be updated from time to time to reflect modifications to the Initial Capital Contributions and any additional Capital Contributionscapital contributions, including contributions of Additional Initial Capital as required pursuant to Section 4.5(a). The amount of cash and the fair market value, as agreed to by Member Consent, of other property contributed by a Member shall be credited to such Member’s Capital Account. In no event shall (a) the aggregate amount of CNL’s Initial Capital exceed $14,928,824 6,355,800 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall Woodfield(b) the aggregate amount of TRG’s Initial Capital exceed $785,728 1,177,000 without the express written approval of Woodfield TRG (the “Woodfield TRG Maximum Initial Capital”) and (c) the aggregate amount of ASR’s Initial Capital exceed $4,237,200 without the express written approval of ASR (the “ASR Maximum Initial Capital”). The Members expressly agree that, to the extent the amount of the final Project Budget is hereafter reduced due to savings in the Construction Contract’s guaranteed maximum price, the Initial Capital Contribution requirements of CNL and Woodfield shall be reduced on a pro rata basis. Any Construction Cost Overruns (as defined in the Development Agreement) funded by Developer shall not be treated as a contribution by Developer or Woodfield TRG to the Company or in any manner construed so as to increase WoodfieldTRG’s Capital Account or WoodfieldTRG’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Woodfield TRG under this Agreement, shall not be treated as a Member Loan by Woodfield TRG to the Company, and shall not entitle Developer or Woodfield TRG to any interest on or refund of any amounts so advanced or to any other rights or remedies against the Company or any Member.

Capital Contributions of the Members. Upon No later than the execution and delivery of this Agreement, CNL and Woodfield Crescent shall contribute their pro rata shares, shares (based upon their respective initial Percentage Interests as set forth in Section 9.1, Interests) of all amounts payable by the Company at the Property Closing and the closing of the Acquisition LoanLoan Closing, including amounts necessary to reimburse Crescent or Developer for its Pre-Development Costs. Such initial capital contribution by CNL shall constitute a portion of “CNL’s Initial Capital.” ”. Such initial capital contribution by Woodfield Crescent (against which Crescent may credit any portion of the Development Fee that is assigned by Developer to Crescent in accordance with the Development Agreement) shall constitute a portion of “WoodfieldCrescent’s Initial Capital”. WoodfieldCrescent’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions”. Such contributions are reflected on Exhibit A attached hereto and shall be updated from time to time to reflect modifications to the Initial Capital Contributions and any additional Capital Contributionscapital contributions, including contributions of Additional Initial Capital as required pursuant to Section 4.5(a). The amount of cash and the fair market value, as agreed to by Member Consent, of other property contributed by a Member shall be credited to such Member’s Capital Account. In no event shall the aggregate amount of CNL’s Initial Capital exceed $14,928,824 5,184,588.00 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall WoodfieldCrescent’s Initial Capital exceed $785,728 3,456,392.00 without the express written approval of Woodfield Crescent (the “Woodfield Crescent Maximum Initial Capital”). The Members expressly agree that, to the extent the amount of the final Project Budget is hereafter reduced due to savings in the Construction Contract’s guaranteed maximum price, the Initial Capital Contribution requirements Contributions of CNL and Woodfield Crescent shall be reduced on a pro rata basis. Any Construction Cost Overruns (as defined in the Development Agreement) funded by Developer shall not be treated as a contribution by Developer or Woodfield Crescent to the Company or in any manner construed so as to increase WoodfieldCrescent’s Capital Account or WoodfieldCrescent’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Woodfield Crescent under this Agreement, shall not be treated as a Member Loan by Woodfield Crescent to the Company, and shall not entitle Developer or Woodfield Crescent to any interest on or refund of any amounts so advanced or to any other rights or remedies against the Company or any Member.

Capital Contributions of the Members. Upon or following the execution and delivery of this Agreement, CNL and Woodfield AHC shall contribute their pro rata shares, shares (based upon their respective initial Percentage Interests as set forth in Section 9.1, Interests) of all amounts payable by the Company at the Property Closing and the closing of the Acquisition LoanLoan Closing, including amounts necessary to reimburse AHC or Developer for its Pre-Development Costs. Such initial capital contribution by CNL shall constitute a portion of “CNL’s Initial Capital.” ”. Such initial capital contribution by Woodfield AHC (against which AHC may credit any portion of the Development Fee that is assigned by Developer to AHC in accordance with the Development Agreement) shall constitute a portion of “WoodfieldAHC’s Initial Capital”. WoodfieldAHC’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions”. Such contributions are reflected on Exhibit A attached hereto and shall be updated from time to time to reflect modifications to the Initial Capital Contributions and any additional Capital Contributionscapital contributions, including contributions of Additional Initial Capital as required pursuant to Section 4.5(a). The amount of cash and the fair market value, as agreed to by Member Consent, of other property contributed by a Member shall be credited to such Member’s Capital Account. In no event shall the aggregate amount of CNL’s Initial Capital exceed $14,928,824 8,806,000 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall WoodfieldAHC’s Initial Capital exceed $785,728 2,201,500 without the express written approval of Woodfield AHC (the “Woodfield AHC Maximum Initial Capital”). The Members expressly agree that, to the extent the amount of the final Project Budget is hereafter reduced due to savings in the Construction Contract’s guaranteed maximum price, the Initial Capital Contribution requirements Contributions of CNL and Woodfield AHC shall be reduced on a pro rata basis. Any Construction Cost Overruns (as defined in the Development Agreement) funded by Developer (a) shall not be treated as a contribution by Developer or Woodfield AHC to the Company or in any manner construed so as to increase WoodfieldAHC’s Capital Account or WoodfieldAHC’s Initial Capital under this Agreement, (b) shall not be treated as Additional Capital of Woodfield AHC under this Agreement, (c) shall not be treated as a Member Loan by Woodfield AHC to the Company, and (d) shall not entitle Developer or Woodfield AHC to any interest on or refund of any amounts so advanced or to any other rights or remedies against the Company or any Member.

Capital Contributions of the Members. Upon No later than the execution and delivery of this Agreement, CNL and Woodfield LMI shall contribute their pro rata shares, shares (based upon their respective initial Percentage Interests as set forth in Section 9.1, Interests) of all amounts payable by the Company at the Property Closing and the closing of the Acquisition LoanLoan Closing, including amounts necessary to reimburse LMI or Developer for its Pre-Development Costs. Such initial capital contribution by CNL shall constitute a portion of “CNL’s Initial Capital.” ”. Such initial capital contribution by Woodfield LMI (against which LMI may credit any portion of the Development Fee that is assigned by Developer to LMI in accordance with the Development Agreement) shall constitute a portion of “WoodfieldLMI’s Initial Capital”. WoodfieldLMI’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions”. Such contributions are reflected on Exhibit A attached hereto and shall be updated from time to time to reflect modifications to the Initial Capital Contributions and any additional Capital Contributionscapital contributions, including contributions of Additional Initial Capital as required pursuant to Section 4.5(a). The amount of cash and the fair market value, as agreed to by Member Consent, of other property contributed by a Member shall be credited to such Member’s Capital Account. In no event shall the aggregate amount of CNL’s Initial Capital exceed $14,928,824 10,437,887.00 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall WoodfieldLMI’s Initial Capital exceed $785,728 3,479,296.00 without the express written approval of Woodfield LMI (the “Woodfield LMI Maximum Initial Capital”). The Members expressly agree that, to the extent the amount of the final Project Budget is hereafter reduced due to savings in the Construction Contract’s guaranteed maximum price, the Initial Capital Contribution requirements Contributions of CNL and Woodfield LMI shall be reduced on a pro rata basis. The Construction Contract will provide that to the extent there are any savings, the savings will be shared between the General Contractor and the Company 25% to the General Contractor and 75% to the Company. Any Construction Cost Overruns (as defined in the Development Agreement) funded by Developer shall not be treated as a contribution by Developer or Woodfield LMI to the Company or in any manner construed so as to increase WoodfieldLMI’s Capital Account or WoodfieldLMI’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Woodfield LMI under this Agreement, shall not be treated as a Member Loan by Woodfield LMI to the Company, and shall not entitle Developer or Woodfield LMI to any interest on or refund of any amounts so advanced or to any other rights or remedies against the Company or any Member.

Capital Contributions of the Members. Upon or following the execution and delivery of this Agreement, CNL each of CNL, TRG and Woodfield HRI shall contribute their pro rata shares, shares (based upon their respective initial Percentage Interests as set forth in Section 9.1, Interests) of all amounts payable by the Company at the Property Closing and the closing of the Acquisition Construction Loan, including amounts necessary to reimburse TRG or Developer for its Pre-Development Costs. Such initial capital contribution by CNL shall constitute a portion of “CNL’s Initial Capital.” ”. Such initial capital contribution by Woodfield TRG (against which TRG may credit any portion of the Development Fee that is assigned by Developer to TRG in accordance with the Development Agreement) shall constitute a portion of TRG’s Initial Capital”. Such initial capital contribution by HRI shall constitute a portion of “WoodfieldHRI’s Initial Capital”. WoodfieldTRG’s Initial Capital, CNL’s Initial Capital and CNLHRI’s Initial Capital shall collectively be called the “Initial Capital Contributions”. Such contributions are reflected on Exhibit A attached hereto and shall be updated from time to time to reflect modifications to the Initial Capital Contributions and any additional Capital Contributionscapital contributions, including contributions of Additional Initial Capital as required pursuant to Section 4.5(a). The amount of cash and the fair market value, as agreed to by Member Consent, of other property contributed by a Member shall be credited to such Member’s Capital Account. In no event shall (a) the aggregate amount of CNL’s Initial Capital exceed $14,928,824 5,655,695.00 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall Woodfield(b) the aggregate amount of TRG’s Initial Capital exceed $785,728 1,047,351.00 without the express written approval of Woodfield TRG (the “Woodfield TRG Maximum Initial Capital”) and (c) the aggregate amount of HRI’s Initial Capital exceed $3,770,464.00 without the express written approval of HRI (the “HRI Maximum Initial Capital”). The Members expressly agree that, to the extent the amount of the final Project Budget is hereafter reduced due to savings in the Construction Contract’s guaranteed maximum price, the Initial Capital Contribution requirements of CNL and Woodfield shall be reduced on a pro rata basis. Any Construction Cost Overruns (as defined in the Development Agreement) funded by Developer shall not be treated as a contribution by Developer or Woodfield TRG to the Company or in any manner construed so as to increase WoodfieldTRG’s Capital Account or WoodfieldTRG’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Woodfield TRG under this Agreement, shall not be treated as a Member Loan by Woodfield TRG to the Company, and shall not entitle Developer or Woodfield TRG to any interest on or refund of any amounts so advanced or to any other rights or remedies against the Company or any Member.

Capital Contributions of the Members. 4.1 Capital Contributions of the Members. Upon or following the execution and delivery of this Agreement, CNL and Woodfield shall contribute their pro rata shares, shares (based upon their respective initial Percentage Interests as set forth in Section 9.1, Interests) of all amounts payable by the Company at the Property Closing and the closing of the Acquisition LoanLoan Closing, including amounts necessary to reimburse Woodfield or Developer for its Pre-Development Costs. Such initial capital contribution by CNL shall constitute a portion of “CNL’s Initial Capital.” ”. Such initial capital contribution by Woodfield (against which Woodfield may credit any portion of the Development Fee that is assigned by Developer to Woodfield in accordance with the Development Agreement) shall constitute a portion of “Woodfield’s Initial Capital”. Woodfield’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions”. Such contributions are reflected on Exhibit A attached hereto and shall be updated from time to time to reflect modifications to the Initial Capital Contributions and any additional Capital Contributionscapital contributions, including contributions of Additional Initial Capital as required pursuant to Section 4.5(a). The amount of cash and the fair market value, as agreed to by Member Consent, of other property contributed by a Member shall be credited to such Member’s Capital Account. In no event shall the aggregate amount of CNL’s Initial Capital exceed $14,928,824 7,053,750 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall Woodfield’s Initial Capital exceed $785,728 371,250 without the express written approval of Woodfield (the “Woodfield Maximum Initial Capital”). The Members expressly agree that, to the extent the amount of the final Project Budget is hereafter reduced due to savings in the Construction Contract’s guaranteed maximum price, the Initial Capital Contribution requirements Contributions of CNL and Woodfield shall be reduced on a pro rata basis. Any Construction Cost Overruns (as defined in the Development Agreement) funded by Developer shall not be treated as a contribution by Developer or Woodfield to the Company or in any manner construed so as to increase Woodfield’s Capital Account or Woodfield’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Woodfield under this Agreement, shall not be treated as a Member Loan by Woodfield to the Company, and shall not entitle Developer or Woodfield to any interest on or refund of any amounts so advanced or to any other rights or remedies against the Company or any Member.