Common use of Capital Contributions of the Members Clause in Contracts

Capital Contributions of the Members. Upon the execution of this Agreement, CNL and Bainbridge shall contribute their pro rata shares (based upon their respective Percentage Interests) of all amounts payable by the Company at the Property Closing and the Loan 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 Bainbridge shall constitute a portion of “Bainbridge’s Initial Capital”. Bainbridge’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions.” Such 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 contributions, including contributions of Additional Initial Capital as required pursuant to Section 4.5(a). In no event shall the aggregate amount of CNL’s Initial Capital exceed Ten Million Eight Hundred Thirty-Six Thousand Nine Hundred Three Dollars ($10,836,903) without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall Bainbridge’s Initial Capital exceed One Million Two Hundred Four Thousand One Hundred Dollars ($1,204,100) without the express written approval of Bainbridge (the “Bainbridge Maximum Initial Capital”). Any Construction Cost Overruns funded by Developer shall not be treated as a contribution by Developer or Bainbridge to the Company or in any manner construed so as to increase Bainbridge’s Capital Account or Bainbridge’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Bainbridge under this Agreement, shall not be treated as a Member Loan by Bainbridge to the Company, and, except to the extent set forth in the Development Agreement, shall not entitle Developer or 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 No later than the execution of this Agreement, CNL and Bainbridge Crescent shall contribute their pro rata shares (based upon their respective Percentage Interests) of all amounts payable by the Company at the Property Closing and the Loan Closing, including amounts necessary to reimburse Bainbridge 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 Bainbridge 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 “BainbridgeCrescent’s Initial Capital”. BainbridgeCrescent’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions.” ”. Such Initial Capital Contributions 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 Ten Million Eight Hundred Thirty-Six Thousand Nine Hundred Three Dollars ($10,836,903) 5,184,588.00 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall BainbridgeCrescent’s Initial Capital exceed One Million Two Hundred Four Thousand One Hundred Dollars ($1,204,100) 3,456,392.00 without the express written approval of Bainbridge Crescent (the “Bainbridge 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 Contributions of CNL and 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 Bainbridge Crescent to the Company or in any manner construed so as to increase BainbridgeCrescent’s Capital Account or BainbridgeCrescent’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Bainbridge Crescent under this Agreement, shall not be treated as a Member Loan by Bainbridge Crescent to the Company, and, except to the extent set forth in the Development Agreement, and shall not entitle Developer or Bainbridge 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 of this Agreement, CNL and Bainbridge LMI shall contribute their pro rata shares (based upon their respective Percentage Interests) of all amounts payable by the Company at the Property Closing and the Loan Closing, including amounts necessary to reimburse Bainbridge 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 Bainbridge 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 “BainbridgeLMI’s Initial Capital”. BainbridgeLMI’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions.” ”. Such Initial Capital Contributions 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 Ten Million Eight Hundred Thirty-Six Thousand Nine Hundred Three Dollars ($10,836,903) 10,437,887.00 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall BainbridgeLMI’s Initial Capital exceed One Million Two Hundred Four Thousand One Hundred Dollars ($1,204,100) 3,479,296.00 without the express written approval of Bainbridge LMI (the “Bainbridge 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 Contributions of CNL and 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 Bainbridge LMI to the Company or in any manner construed so as to increase BainbridgeLMI’s Capital Account or BainbridgeLMI’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Bainbridge LMI under this Agreement, shall not be treated as a Member Loan by Bainbridge LMI to the Company, and, except to the extent set forth in the Development Agreement, and shall not entitle Developer or Bainbridge 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 of this Agreement, CNL each of CNL, TRG and Bainbridge ASR shall contribute their pro rata shares (based upon their respective Percentage Interests) of all amounts payable by the Company at the Property Closing and the Loan 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 Bainbridge TRG shall constitute a portion of TRG’s Initial Capital”. Such initial capital contribution by ASR shall constitute a portion of “BainbridgeASR’s Initial Capital”. BainbridgeTRG’s Initial Capital, CNL’s Initial Capital and CNLASR’s Initial Capital shall collectively be called the “Initial Capital Contributions.” ”. Such Initial Capital Contributions 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 (a) the aggregate amount of CNL’s Initial Capital exceed Ten Million Eight Hundred Thirty-Six Thousand Nine Hundred Three Dollars ($10,836,903) 6,355,800 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall Bainbridge(b) the aggregate amount of TRG’s Initial Capital exceed One Million Two Hundred Four Thousand One Hundred Dollars ($1,204,100) 1,177,000 without the express written approval of Bainbridge TRG (the “Bainbridge 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”). Any Construction Cost Overruns (as defined in the Development Agreement) funded by Developer shall not be treated as a contribution by Developer or Bainbridge TRG to the Company or in any manner construed so as to increase BainbridgeTRG’s Capital Account or BainbridgeTRG’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Bainbridge TRG under this Agreement, shall not be treated as a Member Loan by Bainbridge TRG to the Company, and, except to the extent set forth in the Development Agreement, and shall not entitle Developer or Bainbridge 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 of this Agreement, CNL and Bainbridge Woodfield shall contribute their pro rata shares (based upon their respective Percentage Interests) of all amounts payable by the Company at the Property Closing and the Loan Closing, including amounts necessary to reimburse Bainbridge 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 Bainbridge 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 “BainbridgeWoodfield’s Initial Capital”. BainbridgeWoodfield’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions.” ”. Such Initial Capital Contributions 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 Ten Million Eight Hundred Thirty-Six Thousand Nine Hundred Three Dollars ($10,836,903) 7,053,750 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall BainbridgeWoodfield’s Initial Capital exceed One Million Two Hundred Four Thousand One Hundred Dollars ($1,204,100) 371,250 without the express written approval of Bainbridge Woodfield (the “Bainbridge 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 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 Bainbridge Woodfield to the Company or in any manner construed so as to increase BainbridgeWoodfield’s Capital Account or BainbridgeWoodfield’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Bainbridge Woodfield under this Agreement, shall not be treated as a Member Loan by Bainbridge Woodfield to the Company, and, except to the extent set forth in the Development Agreement, and shall not entitle Developer or Bainbridge 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 of this Agreement, CNL and Bainbridge Crescent shall contribute their pro rata shares (based upon their respective Percentage Interests) of all amounts payable by the Company at the Property Closing and the Loan Closing, including amounts necessary to reimburse Bainbridge 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 Bainbridge 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 “BainbridgeCrescent’s Initial Capital”. BainbridgeCrescent’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions.” ”. Such Initial Capital Contributions 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 Ten Million Eight Hundred Thirty-Six Thousand Nine Hundred Three Dollars ($10,836,903) 6,238,503.00 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall BainbridgeCrescent’s Initial Capital exceed One Million Two Hundred Four Thousand One Hundred Dollars ($1,204,100) 4,159,002.00 without the express written approval of Bainbridge Crescent (the “Bainbridge 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 Contributions of CNL and 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 Bainbridge Crescent to the Company or in any manner construed so as to increase BainbridgeCrescent’s Capital Account or BainbridgeCrescent’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Bainbridge Crescent under this Agreement, shall not be treated as a Member Loan by Bainbridge Crescent to the Company, and, except to the extent set forth in the Development Agreement, and shall not entitle Developer or Bainbridge 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 of this Agreement, CNL and Bainbridge AHC shall contribute their pro rata shares (based upon their respective Percentage Interests) of all amounts payable by the Company at the Property Closing and the Loan Closing, including amounts necessary to reimburse Bainbridge 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 Bainbridge 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 “BainbridgeAHC’s Initial Capital”. BainbridgeAHC’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions.” ”. Such Initial Capital Contributions 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 Ten Million Eight Hundred Thirty-Six Thousand Nine Hundred Three Dollars ($10,836,903) 8,806,000 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall BainbridgeAHC’s Initial Capital exceed One Million Two Hundred Four Thousand One Hundred Dollars ($1,204,100) 2,201,500 without the express written approval of Bainbridge AHC (the “Bainbridge 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 Contributions of CNL and 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 Bainbridge AHC to the Company or in any manner construed so as to increase BainbridgeAHC’s Capital Account or BainbridgeAHC’s Initial Capital under this Agreement, (b) shall not be treated as Additional Capital of Bainbridge AHC under this Agreement, (c) shall not be treated as a Member Loan by Bainbridge AHC to the Company, and, except to the extent set forth in the Development Agreement, and (d) shall not entitle Developer or Bainbridge 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 or following the execution of this Agreement, CNL and Bainbridge TRG shall contribute their pro rata shares (based upon their respective Percentage Interests) of all amounts payable by the Company at the Property Closing and the Loan Closingclosing of the Construction Loan, including amounts necessary to reimburse Bainbridge 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 Bainbridge 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 “BainbridgeTRG’s Initial Capital”. BainbridgeTRG’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions.” ”. Such Initial Capital Contributions 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 Ten Million Eight Hundred Thirty-Six Thousand Nine Hundred Three Dollars ($10,836,903) 9,300,681.90 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall BainbridgeTRG’s Initial Capital exceed One Million Two Hundred Four Thousand One Hundred Dollars ($1,204,100) 1,033,409.10 without the express written approval of Bainbridge TRG (the “Bainbridge TRG Maximum Initial Capital”). Any Construction Cost Overruns (as defined in the Development Agreement) funded by Developer shall not be treated as a contribution by Developer or Bainbridge TRG to the Company or in any manner construed so as to increase BainbridgeTRG’s Capital Account or BainbridgeTRG’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Bainbridge TRG under this Agreement, shall not be treated as a Member Loan by Bainbridge TRG to the Company, and, except to the extent set forth in the Development Agreement, and shall not entitle Developer or Bainbridge 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 of this Agreement, CNL and Bainbridge Xxxxxx shall contribute their pro rata shares (based upon their respective Percentage Interests) of all amounts payable by the Company at the Property Closing and the Loan Closing, including amounts necessary to reimburse Bainbridge 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 Bainbridge Xxxxxx shall constitute a portion of “BainbridgeDaniel’s Initial Capital”. BainbridgeDaniel’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions.” ”. Such Initial Capital Contributions 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 Ten Million Eight Hundred Thirty-Six Thousand Nine Hundred Three Dollars ($10,836,903) 9,641,043.00 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall BainbridgeDaniel’s Initial Capital exceed One Million Two Hundred Four Thousand One Hundred Dollars ($1,204,100) 1,071,227.00 without the express written approval of Bainbridge Xxxxxx (the “Bainbridge Xxxxxx Maximum Initial Capital”). Any Construction Cost Overruns (as defined in the Development Agreement) funded by Developer shall not be treated as a contribution by Developer or Bainbridge Xxxxxx to the Company or in any manner construed so as to increase BainbridgeDaniel’s Capital Account or BainbridgeDaniel’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Bainbridge under this Agreement, shall not be treated as a Member Loan by Bainbridge Xxxxxx to the Company, and, except to the extent set forth in the Development Agreement, and shall not entitle Developer or Bainbridge 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. Upon the execution and delivery of this Agreement, CNL and Bainbridge Woodfield shall contribute their pro rata shares (shares, based upon their respective initial Percentage Interests) Interests as set forth in Section 9.1, of all amounts payable by the Company at the Property Closing and the Loan Closing, including amounts necessary to reimburse Bainbridge or Developer for its Pre-Development Costsclosing of the Acquisition Loan. Such initial capital contribution by CNL shall constitute a portion of “CNL’s Initial Capital”. .” Such initial capital contribution by Bainbridge Woodfield shall constitute a portion of “BainbridgeWoodfield’s Initial Capital”. BainbridgeWoodfield’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions.” ”. Such Initial Capital Contributions 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 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 Ten Million Eight Hundred Thirty-Six Thousand Nine Hundred Three Dollars ($10,836,903) 14,928,824 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall BainbridgeWoodfield’s Initial Capital exceed One Million Two Hundred Four Thousand One Hundred Dollars ($1,204,100) 785,728 without the express written approval of Bainbridge Woodfield (the “Bainbridge 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 Bainbridge Woodfield to the Company or in any manner construed so as to increase BainbridgeWoodfield’s Capital Account or BainbridgeWoodfield’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Bainbridge Woodfield under this Agreement, shall not be treated as a Member Loan by Bainbridge Woodfield to the Company, and, except to the extent set forth in the Development Agreement, and shall not entitle Developer or Bainbridge 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. 4.1 Capital Contributions of the Members. Upon or following the execution of this Agreement, CNL and Bainbridge Woodfield shall contribute their pro rata shares (based upon their respective Percentage Interests) of all amounts payable by the Company at the Property Closing and the Loan Closing, including amounts necessary to reimburse Bainbridge 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 Bainbridge 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 “BainbridgeWoodfield’s Initial Capital”. BainbridgeWoodfield’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions.” ”. Such Initial Capital Contributions 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 Ten Million Eight Hundred Thirty-Six Thousand Nine Hundred Three Dollars ($10,836,903) 6,788,700.00 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall BainbridgeWoodfield’s Initial Capital exceed One Million Two Hundred Four Thousand One Hundred Dollars ($1,204,100) 357,300.00 without the express written approval of Bainbridge Woodfield (the “Bainbridge 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 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 Bainbridge Woodfield to the Company or in any manner construed so as to increase BainbridgeWoodfield’s Capital Account or BainbridgeWoodfield’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Bainbridge Woodfield under this Agreement, shall not be treated as a Member Loan by Bainbridge Woodfield to the Company, and, except to the extent set forth in the Development Agreement, and shall not entitle Developer or Bainbridge 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 of this Agreement, CNL and Bainbridge MCR shall contribute their pro rata shares (based upon their respective Percentage Interests) of all amounts payable by the Company at the Property Closing and the Loan Closing, including amounts necessary to reimburse Bainbridge or Developer MCR for its Pre-Development CostsCosts 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 Bainbridge MCR shall constitute a portion of “BainbridgeMCR’s Initial Capital”. BainbridgeMCR’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions.” ”. Such Initial Capital Contributions are reflected on Exhibit A attached hereto hereto. The amount of cash and shall be updated from time the fair market value, as agreed to time to reflect modifications to the by Member Consent, of other property contributed by a Member (whether as Initial Capital Contributions and any additional contributionsor otherwise) shall be credited to such Member’s Capital Account. Without the express written approval of CNL, including contributions of Additional Initial Capital as required pursuant to Section 4.5(a). In in no event shall the aggregate amount of CNL’s Initial Capital exceed Ten Thirteen Million Eight Hundred ThirtyFifty-Six Three Thousand Nine Hundred Three Dollars ($10,836,90313,053,000) without the express written approval of 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 Bainbridge’s Initial Capital exceed One Million Two Hundred Four Thousand One Hundred Dollars ($1,204,100) and, without the express written approval of Bainbridge 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 “Bainbridge MCR Maximum Initial Capital”). Any Construction Cost Overruns (as defined in the Development Agreement) funded by Developer MCR shall not be treated as a contribution by Developer or Bainbridge MCR to the Company or in any manner construed so as to increase BainbridgeMCR’s Capital Account or BainbridgeMCR’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Bainbridge MCR under this Agreement, shall not be treated as a Member Loan by Bainbridge MCR to the CompanyCompany and shall not entitle MCR to any interest on or, except as provided in the Development Agreement, any refund of any amounts so advanced and, except to the extent set forth as provided in the Development Agreement, shall not entitle Developer or Bainbridge to any interest on or refund of any amounts so advanced 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 of this Agreement, CNL and Bainbridge Crescent shall contribute their pro rata shares (based upon their respective Percentage Interests) of all amounts payable by the Company at the Property Closing and the Loan Closing, including amounts necessary to reimburse Bainbridge 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 Bainbridge 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 “BainbridgeCrescent’s Initial Capital”. BainbridgeCrescent’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions.” ”. Such Initial Capital Contributions 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 Ten Million Eight Hundred Thirty-Six Thousand Nine Hundred Three Dollars ($10,836,903) 5,791,701 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall BainbridgeCrescent’s Initial Capital exceed One Million Two Hundred Four Thousand One Hundred Dollars ($1,204,100) 3,861,134 without the express written approval of Bainbridge Crescent (the “Bainbridge 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 Contributions of CNL and 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 Bainbridge Crescent to the Company or in any manner construed so as to increase BainbridgeCrescent’s Capital Account or BainbridgeCrescent’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Bainbridge Crescent under this Agreement, shall not be treated as a Member Loan by Bainbridge Crescent to the Company, and, except to the extent set forth in the Development Agreement, and shall not entitle Developer or Bainbridge 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 of this Agreement, CNL and Bainbridge Crescent shall contribute their pro rata shares (based upon their respective Percentage Interests) of all amounts payable by the Company at the Property Closing and the Loan Closing, including amounts necessary to reimburse Bainbridge 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 Bainbridge 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 “BainbridgeCrescent’s Initial Capital”. BainbridgeCrescent’s Initial Capital and CNL’s Initial Capital shall collectively be called the “Initial Capital Contributions.” ”. Such Initial Capital Contributions 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 Ten Million Eight Hundred Thirty-Six Thousand Nine Hundred Three Dollars ($10,836,903) 7,248,980.00 without the express written approval of CNL (the “CNL Maximum Initial Capital”), and in no event shall BainbridgeCrescent’s Initial Capital exceed One Million Two Hundred Four Thousand One Hundred Dollars ($1,204,100) 4,832,653.00 without the express written approval of Bainbridge Crescent (the “Bainbridge 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 Contributions of CNL and 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 Bainbridge Crescent to the Company or in any manner construed so as to increase BainbridgeCrescent’s Capital Account or BainbridgeCrescent’s Initial Capital under this Agreement, shall not be treated as Additional Capital of Bainbridge Crescent under this Agreement, shall not be treated as a Member Loan by Bainbridge Crescent to the Company, and, except to the extent set forth in the Development Agreement, and shall not entitle Developer or Bainbridge 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.