Common use of Additional Capital Contribution Clause in Contracts

Additional Capital Contribution. In addition to the Initial Capital Contributions of the Members, within one-hundred and twenty (120) days after the closing on the purchase of the Vacant Land, Manager shall submit to the Members the construction budget for the Development of the Project “Development”), and and the related documents, including without limitation, the design documents, all necessary permits and approvals by the relevant governmental entities necessary for the Development, general contractor construction contract, the term sheet of the proposed construction loan, setting forth the timing and comprehensive budget for the commencement and completion of the Development of the Project, and the detailed as completed estimated fair market value of the Project assuming either holding the Project for rental value or sale of the Project. The Members shall either agree in writing to fund the additional Capital Contributions to the Company (the “Additional Capital Contribution”) or elect to not go forward with the Development of the Project and sell the Vacant Land and distribute the proceeds under Article 5 of this Agreement. If the Members elect to proceed with the Development of the Project, the Additional Capital Contribution shall be funded between Class B Members according to their agreed contributions which when funded shall be added to the respective contributing Members Capital Account Balance by the Members. (a) If any Member (hereinafter a “Defaulting Member”) shall fail to contribute all or any portion of its Additional Capital Contribution called for pursuant to Section 4.2(a) within thirty (30) days of the call therefor or date otherwise due, then the non-Defaulting Member shall be entitled, but not required, at its option: (i) To loan to the Company the amount of the Additional Capital Contribution which the Defaulting Member failed to contribute; or (ii) To make a Capital Contribution to the Company in the amount of the Additional Capital Contribution which the Defaulting Member failed to contribute, (collectively, a “Shortfall Contribution”). (b) If the non-Defaulting Member elects to make a loan pursuant to Section 4.2(b)(i) above, the sum of the funding made by the non-Defaulting Member on behalf of the Defaulting Member is hereinafter referred to as a “Default Member Loan,” and such Default Member Loan to the Company shall bear interest at a rate equal to eighteen percent (18%) per annum (the “Default Loan Interest Return”). Interest shall accrue on Default Member Loan from the date the funds are actually received by the Company from the non-Defaulting Member until the date that the Default Member Loan isrepaid in full. If there is more than one Default Member Loan then the Default Member Loan made most recently in time shall have priority over older Default Member Loans. (c) If the non-Defaulting Member elects to make a Shortfall Contribution, then upon receipt by the Company of the Shortfall Contribution, the Percentage Interest of the non-Defaulting Member shall automatically, and without further act on the part of any party, be increased (and the Percentage Interest of the Defaulting Member shall automatically, and without further act on the part of any party, be correspondingly decreased), to equal the percentage equal to a fraction, the numerator of which is the sum of: (i) the amount of such Shortfall Contribution and the respective Capital Account Balance shall be adjusted accordingly to reflect the Shortfall Contribution and the denominator of which is the sum of the Total Capital Contributions of the Members, including the Shortfall Contribution.

Additional Capital Contribution. In addition (a) The Board shall have the authority, by Requisite Board Approval, to make a capital call to the Initial Common Members (and the Capital Contributions made by the Common Members pursuant to any capital call made after the Effective Date in accordance with the terms of this Agreement, “Additional Capital Contributions”). Subject to the terms of Section 6.6.2, the Board hereby authorizes Company Management to make any capital call that is a Permitted Capital Call by delivering an Additional Capital Contribution Notice in accordance with the terms of this Article III. All Capital Contributions, Shortfall Loans and Company Loans shall be made by means of wire transfer of immediately available funds to the account of the MembersCompany, within one-hundred and twenty or to such other account or by such other method as the Board specifies. (120b) days after Subject to the closing on terms of Section 3.1.2(a) above, Additional Capital Contributions may be requested from each Common Member in proportion to its Percentage Interest pursuant to a written capital call (an “Additional Capital Contribution Notice”) delivered to each Common Member stating the purchase amount of capital required by the Company, the purpose of the Vacant Landcontribution, Manager shall submit and the date by which the Common Members are required to make the Members the construction budget for the Development of the Project Additional Capital Contributions (an “DevelopmentAdditional Capital Contribution Date”), and and the related documents, including without limitation, the design documents, all necessary permits and approvals by the relevant governmental entities necessary for the Development, general contractor construction contract, the term sheet of the proposed construction loan, setting forth the timing and comprehensive budget for the commencement and completion of the Development of the Project, and the detailed as completed estimated fair market value of the Project assuming either holding the Project for rental value or sale of the Project. The Members shall either agree in writing to fund the additional Capital Contributions to the Company (the “Additional Capital Contribution”) or elect to not go forward with the Development of the Project and sell the Vacant Land and distribute the proceeds under Article 5 of this Agreement. If the Members elect to proceed with the Development of the Project, the Additional Capital Contribution which shall be funded between Class B Members according to their agreed contributions which when funded shall be added to no less than fifteen (15) Business Days from and after the respective contributing Members Capital Account Balance by the Members. (a) If any Member (hereinafter a “Defaulting Member”) shall fail to contribute all or any portion date of its Additional Capital Contribution called for pursuant to Section 4.2(a) within thirty (30) days of the call therefor or date otherwise due, then the non-Defaulting Member shall be entitled, but not required, at its option: (i) To loan to the Company the amount receipt of the Additional Capital Contribution which Notice by the Defaulting Member failed Common Members. Each of the Common Members shall be obligated to contribute; or (ii) To make a Capital Contribution contribute capital to the Company in the amount of the pursuant to an Additional Capital Contribution which the Defaulting Member failed Notice only for Required Capital Contributions and, with respect to contributeany Required Capital Contributions, (collectively, a “Shortfall Contribution”). (b) If the non-Defaulting Member elects shall be required to make a loan pursuant to Section 4.2(b)(i) above, the sum of the funding made by the non-Defaulting Member such Required Capital Contribution on behalf of the Defaulting Member is hereinafter referred to as a “Default Member Loan,” and such Default Member Loan or prior to the Company shall bear interest at a rate equal to eighteen percent (18%) per annum (the “Default Loan Interest Return”). Interest shall accrue on Default Member Loan from the date the funds are actually received by the Company from the non-Defaulting Member until the date that the Default Member Loan isrepaid in full. If there is more than one Default Member Loan then the Default Member Loan made most recently in time shall have priority over older Default Member Loansapplicable Additional Capital Contribution Date. (c) If Notwithstanding anything to the non-Defaulting Member elects to make a Shortfall Contributioncontrary contained in this Agreement or any other Venture Agreement, then upon receipt by the Company of the Shortfall Contribution, the Percentage Interest of the non-Defaulting Member shall automatically, and without further act on the part of any party, be increased (and the Percentage Interest of the Defaulting Member shall automatically, and without further act on the part of any party, be correspondingly decreased), to equal the percentage equal to a fraction, the numerator of which is the sum of: (i) funding of Additional Capital Contributions pursuant to any Additional Capital Contribution Notice (other than for Required Capital Contributions) shall not be required, but shall be optional to any Common Member, (ii) subject to the foregoing clause (i) and Section 3.1.3 and Section 3.1.4, a Common Member shall not be permitted or have any obligation to contribute capital to the Company in excess of such Common Member’s Percentage Interest multiplied by the aggregate amount called from the Common Members pursuant to any Additional Capital Contribution Notice, (iii) unless otherwise agreed in writing by any Common Member, such Common Member’s Additional Capital Contributions in respect of any Additional Capital Contribution Notice will be deemed to be made and accepted at the same time as each other Common Member’s Additional Capital Contribution in respect of the same Additional Capital Contribution Notice has been made and accepted by the Company. If the Common Members fail to fund (or to commit to fund) the full amount of any Required Capital Contributions within fifteen (15) Business Days of the due date therefor, upon the written demand of any funding Common Member, the Company shall return any amounts funded by such Shortfall Common Member in connection with the applicable Additional Capital Contribution and Notice, provided such funding Common Member shall not be deemed a Non-Funding Member notwithstanding the respective return of such Additional Capital Account Balance Contributions. The Common Members expressly agree that damages at law would not be an adequate remedy for a breach or threatened breach of the provisions set forth in this Section 3.1.2(c). (d) Except as expressly provided in this Section 3.1.2, Section 3.1.3 and/or Section 3.1.4, none of the Members shall be adjusted accordingly required, entitled or permitted to reflect the Shortfall Contribution and the denominator of which is the sum of the Total make any Capital Contributions to the Company. No Member shall be paid interest on any Capital Contribution to the Company. No Member shall have the right to demand a withdrawal, reduction or return of the Members, including the Shortfall Contributionits Capital Contributions.

Additional Capital Contribution. (a) In addition the event that the Board of Managers determines to call for additional cash contributions in accordance with this Agreement, each Member may (in its sole discretion) contribute to the Initial Capital Contributions capital of the Members, within one-hundred and twenty Company in cash only (120) days after the closing on the purchase of the Vacant Land, Manager shall submit to the Members the construction budget for the Development of the Project “Development”), and and the related documents, including without limitation, the design documents, all necessary permits and approvals by the relevant governmental entities necessary for the Development, general contractor construction contract, the term sheet of the proposed construction loan, setting forth the timing and comprehensive budget for the commencement and completion of the Development of the Project, and the detailed as completed estimated fair market value of the Project assuming either holding the Project for rental value or sale of the Project. The Members shall either agree in writing to fund the additional Capital Contributions to the Company (the an “Additional Capital Contribution”) or elect to not go forward with the Development its proportionate share, based on its Percentage Interest, of the Project aggregate amount of any additional cash contributions called for by the Board of Managers in accordance with this Agreement and sell the Vacant Land and distribute the proceeds under Article 5 of this Agreement. If the Members elect Annual Business Plan; provided, that each Member shall be required to proceed with the Development of the Project, the make its Minimum Additional Capital Contribution shall be funded between Class B Members according to their agreed contributions which when funded shall be added if and to the respective contributing Members Capital Account Balance by the Membersextent called pursuant to Section 6.3 and Exhibit F (Reserved Matters). (ab) If Without limiting any Member’s rights under Section 9.2, upon the failure of a Member to make any Additional Capital Contribution required by Section 3.4(a) within one month (hereinafter which may be extended subject to reasonable approval by the Board of Managers) after the call for Additional Capital Contribution issued by the Board of Managers, or upon written notice that a Member does not intend to make any Additional Capital Contribution (the portion thereof not contributed by such non-contributing Member being referred to herein as the “Defaulting MemberDeficiency”), the Board of Managers shall give written notice of such failure, including the amount of such Deficiency, to any other contributing Member(s). Each such contributing Member may, in its sole and absolute discretion, within five (5) shall fail to Business Days or a reasonable period of time (taking into account of the applicable regulatory approvals required for such contribution) after receipt of such written notice, contribute all or any portion of its Additional Capital Contribution called for pursuant such Deficiency to Section 4.2(a) within thirty (30) days the capital of the call therefor or date otherwise dueCompany (a “Deficiency Contribution”). To the extent that more than one contributing member wished to make a Deficiency Contribution, then each such contributing Member shall be allocated their proportionate share of the Deficiency. In the event of any such Deficiency, the Percentage Interests of the Members shall be adjusted so that the non-Defaulting Member shall be entitled, but not required, at its option: contributing Member's Percentage Interest is reduced by an amount (iexpressed in terms of a percentage) To loan equal to the Company the amount of the Additional Capital Contribution which the Defaulting Member failed to contribute; or (ii) To make a Capital Contribution to the Company in the amount of the Additional Capital Contribution which the Defaulting Member failed to contribute, (collectively, a “Shortfall Contribution”). (b) If the non-Defaulting Member elects to make a loan pursuant to Section 4.2(b)(i) above, the sum of the funding made quotient determined by the non-Defaulting Member on behalf of the Defaulting Member is hereinafter referred to as a “Default Member Loan,” and such Default Member Loan to the Company shall bear interest at a rate equal to eighteen percent (18%) per annum (the “Default Loan Interest Return”). Interest shall accrue on Default Member Loan from the date the funds are actually received by the Company from the non-Defaulting Member until the date that the Default Member Loan isrepaid in full. If there is more than one Default Member Loan then the Default Member Loan made most recently in time shall have priority over older Default Member Loans. (c) If the non-Defaulting Member elects to make a Shortfall Contribution, then upon receipt by the Company of the Shortfall Contribution, the Percentage Interest of the non-Defaulting Member shall automatically, and without further act on the part of any party, be increased (and the Percentage Interest of the Defaulting Member shall automatically, and without further act on the part of any party, be correspondingly decreased), to equal the percentage equal to a fraction, the numerator of which is the sum of: dividing (i) the amount of such Shortfall Deficiency by (ii) FMV (after giving effect to the Additional Capital Contribution and any Deficiency Contribution); and the respective Capital Account Balance aggregate Percentage Interests of the contributing Member(s) shall be increased by a like amount (and in proportion to the Deficiency Contribution made by each contributing Member). (c) Notwithstanding anything to the contrary contained in this Section 3.4, any Member (the “Accelerated Contribution Member”) may contribute the entire amount of any Additional Capital Contribution (and have its Membership Interest adjusted accordingly accordingly) without complying with the ten (10) Business Day period in the first sentence of Section 3.4(b) if the Company’s liquidity needs necessitate such funds on an expedited basis. In such case, each Member (other than the Accelerated Contribution Member) shall have the right to reflect make its pro rata share of the Shortfall Additional Capital Contribution by delivering an exercise notice within ten (10) Business Days after receipt of the capital call notice relating to the Additional Capital Contribution, in which case, the Accelerated Contribution Member shall be entitled to a return of capital distribution (and its Membership Percentage shall be adjusted) so that each Member’s aggregate Additional Capital Contribution and the denominator of which Membership Percentage is the sum of same as if the Total Accelerated Contribution Member and the other Members made the Additional Capital Contributions of Contribution on the Members, including the Shortfall Contributionsame date.