Development Contributions. (a) On the Closing Date, the Initial Member shall deposit into the Initial Member Development Funding Account the Initial Member Development Funding Account Deposit in accordance with the provisions of Section 12.12 hereof and Section 1 of the Transferred LLC Interest Sale Agreement, which funds shall be used for the funding, as Capital Contributions, of Initial Member Development Contributions in accordance with the provisions hereof, to be used by the Company, together with the applicable Private Owner Development Contributions, to fund, on an Acquired REO Property-by-Acquired REO Property basis, Horizontal Development (and related expenses) in accordance with, and to the extent expressly set forth in, an Asset Development Plan approved by the Initial Member in accordance herewith (such approved Horizontal Development pursuant to such Asset Development Plan, “Permitted Horizontal Development”). Each Development Contribution will be subject to approval, on an Acquired REO Property-by-Acquired REO Property basis, by each Required Consenting Party pursuant to approval of the related Asset Development Plan. (b) So long as funds remain in the Initial Member Development Funding Account, the Company may, based on determinations of the Manager and with the consent of the Private Owner, from time to time request that the Members make Development Contributions for purposes of Horizontal Development of specific Acquired REO Property. Any such request (a “Development Contribution Request”), must be in writing signed by each of the Manager and the Private Owner delivered to the Initial Member specifying in reasonable detail, for such Acquired REO Property, the proposed Horizontal Development, including attached thereto the applicable Asset Development Plan for such Horizontal Development. Within forty-five (45) Business Days after receipt of a Development Contribution Request and related Asset Development Plan, the Initial Member, subject to the consent of each Required Consenting Party, shall (a) approve the submitted Asset Development Plan, (b) provide the Manager and Private Owner with a description of the changes required to obtain such approval, or (c) indicate to the Manager and the Private Owner that the plan will not be approved (and a failure of the Initial Member to provide one of the foregoing responses within forty-five (45) Business Days after receipt of the applicable Asset Development Plan shall be deemed as such indication that the Asset Development Plan will not be approved). In connection with its review of any such Asset Development Plan, the Initial Member may, at the Company’s expense, engage the Verification Contractor to review such Asset Development Plan and provide to the Initial Member recommendations with respect thereto (it being understood that no such recommendation shall be binding on the Initial Member). (c) Once an Asset Development Plan has been approved, the Initial Member and the Private Owner will fund, as Development Contributions, the Company Development Account in accordance with the provisions of Section 12.13 hereof, for exclusive use by the Company to fund the applicable Permitted Horizontal Development. Thereafter, the Company will be permitted to incur expenses and hire subcontractors as necessary up to the approved amount and based on the approved schedule in such Asset Development Plan. No Asset Development Plan may be modified without the approval of the Initial Member (which approval shall be subject to the consent of each Required Consenting Party). (d) No further Development Contributions may be requested or made after the release of remaining funds in the Initial Member Development Funding Account pursuant to Section 12.12 hereof (and applicable provisions in the Custodial and Paying Agency Agreement), or otherwise to the extent that the Initial Member Development Contribution in respect thereof, if made, would exceed the remaining amount of funds in the Initial Member Development Funding Account. (e) Development Contributions shall be regarded as additional Capital Contributions (rather than reimbursable expenses) made by the Private Owner and the Initial Member, such that returns, if any, with respect thereto, shall be exclusively through the distributions to the Members pursuant to Section 6.6 hereof (including special distributions with respect to remaining allocated amounts in the Company Development Account after completion of the applicable Permitted Horizontal Development pursuant to Section 6.6(c) hereof).
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Sources: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement