USE OF CAPITAL CONTRIBUTIONS; CERTAIN EXPENSES. The initial cash Capital Contributions made pursuant to Section 2.1.1(a) shall be used as follows: (i) to pay unpaid third-party formation and start-up costs of the Partnership and the Investment Entities, the acquisition costs of the Investments (including the costs of entering into and performing under the Acquisition Documents) that have been Approved by the Partners, and any reimbursements (limited to each Partner's cost) included in the Initial Approved Budget contained in the Approved Development Plan attached as Exhibit C with respect to due diligence, formation and start-up expenditures; including attorneys' fees and expenses and formation and qualification costs (and to reimburse each Partner, limited to such Partner's cost, for portions thereof already paid by such Partner or its Affiliates), such amounts (a) to include the Partners' attorneys fees and expenses in connection with the preparation of this Agreement, and the documents contemplated hereby, and (b) to be paid or reimbursed to the Partners by the Partnership out of such Capital Contributions promptly after invoices for such amounts are submitted to the Partnership and to each Partner, and (ii) the balance, if any, shall be held in reserves pending expenditure as set forth in an Approved Budget (or otherwise as Approved by the Partners) or as permitted without such Approval under Section 5.1.3.2, Section 5.1.3.3 or Section 5.1.3.4; PROVIDED, HOWEVER, that $1 million of the expense reimbursement with respect to the El Segundo Land and the Summit Ridge Land payable to the Highridge Partners that is described on Exhibit M shall not be paid currently as provided above but shall instead be paid to the Highridge Partners as a Partnership expense, together with interest at an annual rate of 10% per annum from the Agreement Date to the date of payment, on the date which is thirty days after the date on which this Agreement has been executed and delivered by all parties hereto. The Partners hereby confirm that the expense reimbursements of the Highridge Partners that are described on Exhibit M have been Approved by the Partners.
USE OF CAPITAL CONTRIBUTIONS; CERTAIN EXPENSES. 2.3.1 The initial Capital Contributions made pursuant to Section 2.1.1 shall be used as follows: (i) to pay unpaid third-party formation and start-up costs of the Partnership, including the costs of entering into this Agreement and any reimbursements to the Partners with respect to due diligence, formation and start-up expenditures, including attorneys' fees and expenses and qualification costs (and to reimburse each Partner for portions thereof already paid by such Partner or its Affiliates), such amounts (a) to include the Partners' attorneys' fees and expenses in connection with the preparation of this Agreement, and the documents contemplated hereby, and (b) to be paid or reimbursed to the Partners on behalf of the Partnership out of such Capital Contributions promptly after invoices for such amounts are submitted to the General Partners, and (ii) the balance, if any, shall be held in reserves pending expenditure as set forth in an Approved Budget (or otherwise as Approved by the Partners or permitted without such Approval under Section 5.1.3.2). The Partnership's reasonable expenses of acquiring the REO Partnership Interests and the Properties that have been funded by the Partners shall be set forth on Exhibit B and Exhibit B-1, respectively, promptly following the Agreement Date. Such payments shall be treated as Capital Contributions pursuant to Section 2.1.1, shall be credited to the Partner's Capital Account, in each case as of the Agreement Date and shall be reimbursed by the Partnership as necessary to cause the Capital Contributions of the Partners to be in proportion to the Partners' respective Percentage Interests.
