Common use of Mandatory Contributions Clause in Contracts

Mandatory Contributions. Subject to the provisions of this Agreement: (i) Except as otherwise provided in this Section 11.01(b), CBL Member shall contribute as additional Member Funding (A) any and all necessary equity funding that is set forth in an approved Pro Forma as equity contributions from Members/owners to fund any and all construction in connection with Future Development Activities; (B) any and all costs in excess of such amounts of necessary equity funding from Members/owners that do not rise to the level of a Material Development Deviation; and (C) any and all costs in excess of such equity funding necessary to complete such construction (construction cost overruns) that rise to the level of Material Development Deviations and for which the approvals required in Section 5.03 have been obtained (for purposes of this clause (i) and Section 5.03 above, CBL Member and its Affiliates shall be conclusively deemed to have approved any such costs with respect to Future Development Activities) (the funding referenced in subparagraphs (A), (B) and (C) hereof being collectively referred to herein as the "Construction Funds"). Such contributions of Construction Funds shall be in the form of cash or cash equivalents and such contributions may be contributed in installments when and as needed in CBL Member's reasonable judgment consistent with the applicable Pro Forma(s) and Development Schedule(s), Member Newco's lender's requirements and the needs of the Project. Notwithstanding the foregoing, from and after a JG Members Exit Event, any additional Member Funding of Construction Funds that CBL Member would thereafter, but for the operation of this sentence, have been required to make shall instead be made by CBL Member and the JG Members Substitute Member pro rata on the basis of their respective Capital Interests. (ii) Except as provided in this Section 11.01(b), CBL Member shall contribute as additional Member Funding any and all amounts in order to fund Operating Deficits of Member Newco. Such contributions of funds to cover Operating Deficits shall be in the form of cash or cash equivalents and such contributions may be contributed in installments when and as needed in CBL Member's reasonable judgment consistent with the Pro Forma(s), the Development Schedule(s), the Operating Budget(s) and Member Newco's lender's requirements and the needs of the Project. Notwithstanding the foregoing, from and after a JG Members Exit Event, any additional Member Funding to fund Operating Deficits that CBL Member would thereafter, but for the operation of this sentence, have been required to make shall instead be made by CBL Member and the JG Members Substitute Member pro rata on the basis of their respective Capital Interests. (iii) In the event that at any time from and after the date of this Agreement the sum of (A) the aggregate unreturned amount of Mandatory Contributions made by CBL Member to fund capital improvements to the Project (including allowances for tenant improvements) and (B) the aggregate amount of Mandatory Contributions made by CBL Member for all purposes other than funding capital improvements to the Project, whether returned or unreturned, equals or exceeds $30,000,000.00 (the "Maximum Required Funding"), CBL Member shall thereafter have no further obligation to make Mandatory Contributions for any purpose, until such time, if ever, that the sum of the amounts described in clause (A) and clause (B) of this paragraph is less than the Maximum Required Funding, and then only to the extent that such sum is less than the Maximum Required Funding. For the avoidance of doubt, the following examples illustrate the operation of this Section 4.3(b) (Examples 1 and 2 below assume that CBL Member Parent has not previously incurred any liability under this Section 4.3 at the time of the example): (1) Example 1. If CBL Member had made $5,000,000 in unreturned Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement to fund capital improvements to the Project and $25,000,000 in other Mandatory Contributions and Non-Required Contributions, then CBL Member would have no further obligation to make Mandatory Contributions unless and until Member Newco returned to CBL Member all or a portion of the $5,000,000 in Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement made by CBL Member in this Example 1; (2) Example 2. If, after Example 1, Member Newco returned to CBL Member all of the $5,000,000 in Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement made by CBL Member in Example 1 and returned $7,000,000 of the $25,000,000 in other Mandatory Contributions and Non-Required Contributions made by CBL Member in Example 1, then CBL Member's obligation to make additional Mandatory Contributions would be limited to $5,000,000, i.e., the amount of Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement made by CBL Member in Example 1 and returned to CBL Member in this Example 2; (3) Example 3. If, after Example 2, CBL Member made $5,000,000 in Mandatory Contributions described in Section 11.01(b)(iii)(B), CBL Member would have no further obligation to make any Mandatory Contributions of any kind, whether or not Member Newco thereafter returned to CBL Member any Mandatory Contributions of any kind that CBL Member had previously made. (iv) In the event that CBL Member or its Affiliate and/or any of the JG Members or their respective Affiliates are required to pay any amounts to the lender of any Construction Loan or Permanent Financing/Refinancing on account of any guarantee provided to such lender, the amount of any such payments (after adjusting as between the Members for any contribution received from or made to the other Member or the other Member's Affiliates, as contemplated by Section 3.04 above) shall be credited as Mandatory Contributions to the Capital Account of the Member who made or whose Affiliate made such payments to such lender. (v) In the event that any of the current tenants of the Project listed on Exhibit I-B attached hereto claim from the Company after the date of this Agreement tenant allowances with respect to tenant improvements made by such tenants prior to the date of this Agreement, the JG Members, pro rata, shall provide additional Member Funding, up to the respective amounts for each such tenant as set forth on Exhibit 1-2 attached hereto, promptly upon written notice from the Managing Member (the "JG Members Subsequent TA Contributions"). (vi) The additional Member Funding of CBL Member described in clauses (i) and (ii) of this Section 11.01(b) are hereinafter referred to as "CBL Member Mandatory Contributions". If CBL Member defaults in its obligation to make any CBL Member Mandatory Contribution when and as required by this Section 11.01(b), the JG Members shall have the right, but not the obligation, in the JG Members' sole and absolute discretion, and without limiting the JG Members' other rights and remedies under Article XX below, upon ten (10) days' prior written notice to CBL Member, to make a Member Funding to Member Newco in an amount equal to the amount of the CBL Member Mandatory Contribution that CBL Member has failed to make (such Member Funding by the JG Members, a "JG Members Substituted Default Contribution"), if, by the end of such ten (10)-day period, CBL Member has not contributed the defaulted CBL Member Mandatory Contribution to Member Newco. (vii) All additional Member Funding required to be made by CBL Member, and/or the JG Members Substitute Member hereunder and all JG Members Substituted Default Contributions that the JG Members elect to make hereunder and JG Members Subsequent TA Contributions that the JG Members are required to make hereunder may be made in the form of a capital contribution to Member Newco or a loan to Member Newco. All additional Member Funding required to be made by CBL Member and/or the JG Members Substitute Member under this Section 11.01 and all JG Members Substituted Default Contributions, if any, elected to be made by the JG Members under this Section 11.01 and all JG Members Subsequent TA Contributions required to be made by the JG Members under this Section 11.01 are collectively referred to herein as the "Mandatory Contributions". Any loan may be made by an Affiliate of a Member but only if such Affiliate is a wholly-owned subsidiary or wholly-owned entity of the Member. Any Mandatory Contributions made in the form of a capital contribution shall be credited to the Capital Account of the Member making such Mandatory Contribution and shall be entitled to a return equal to the Interest/Return, but shall not affect or modify the respective Profits Interests of any of the Members. Any Mandatory Contributions made in the form of a loan to Member Newco shall be unsecured, shall be evidenced by a non-negotiable promissory note, shall bear interest at a rate equal to the Interest/Return and shall be repaid only from Distributable Cash or Capital Events Distributions as set forth below.

Mandatory Contributions. Subject to the provisions of this Agreement: (ia) Except as otherwise provided in this Section 11.01(b), CBL Member shall contribute as additional Member Funding (A) any and all necessary equity funding that is set forth in an approved Pro Forma as equity contributions from Members/owners to fund any and all construction in connection with Future Development Activities; (B) any and all costs in excess of such amounts of necessary equity funding from Members/owners that do not rise to the level of a Material Development Deviation; and (C) any and all costs in excess of such equity funding necessary to complete such construction (construction cost overruns) that rise to the level of Material Development Deviations and for which the approvals required in Section 5.03 have been obtained (for purposes of this clause (i) and Section 5.03 above, CBL Member and its Affiliates shall be conclusively deemed to have approved any such costs with respect to Future Development Activities) (the funding referenced in subparagraphs (A), (B) and (C) hereof being collectively referred to herein as the "Construction Funds"). Such contributions of Construction Funds shall be in the form of cash or cash equivalents and such contributions may be contributed in installments when and as needed in CBL Member's reasonable judgment consistent with the applicable Pro Forma(s) and Development Schedule(s), Member Newco's lender's requirements and the needs of the Project. Notwithstanding the foregoing, from and after a JG Members Exit Event, any additional Member Funding of Construction Funds that CBL Member would thereafter, but for the operation of this sentence, have been required to make shall instead be made by CBL Member and the JG Members Substitute Member pro rata on the basis of their respective Capital Interests. (iib) Except as provided in this Section 11.01(b), CBL Member shall contribute as additional Member Funding any and all amounts in order to fund Operating Deficits of Member Newco. Such contributions of funds to cover Operating Deficits shall be in the form of cash or cash equivalents and such contributions may be contributed in installments when and as needed in CBL Member's reasonable judgment consistent with the Pro Forma(s), the Development Schedule(s), the Operating Budget(s) and Member Newco's lender's requirements and the needs of the Project. Notwithstanding the foregoing, from and after a JG Members Exit Event, any additional Member Funding to fund Operating Deficits that CBL Member would thereafter, but for the operation of this sentence, have been required to make shall instead be made by CBL Member and the JG Members Substitute Member pro rata on the basis of their respective Capital Interests. (iii) In the event that at any time from and after the date of this Agreement the sum of (A) the aggregate unreturned amount of Mandatory Contributions made by CBL Member to fund capital improvements to the Project (including allowances for tenant improvements) and (B) the aggregate amount of Mandatory Contributions made by CBL Member for all purposes other than funding capital improvements to the Project, whether returned or unreturned, equals or exceeds $30,000,000.00 (the "Maximum Required Funding"), CBL Member shall thereafter have no further obligation to make Mandatory Contributions for any purpose, until such time, if ever, that the sum of the amounts described in clause (A) and clause (B) of this paragraph is less than the Maximum Required Funding, and then only to the extent that such sum is less than the Maximum Required Funding. For the avoidance of doubt, the following examples illustrate the operation of this Section 4.3(b) (Examples 1 and 2 below assume that CBL Member Parent has not previously incurred any liability under this Section 4.3 at the time of the example): (1) Example 1. If CBL Member had made $5,000,000 in unreturned Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement to fund capital improvements to the Project and $25,000,000 in other Mandatory Contributions and Non-Required Contributions, then CBL Member would have no further obligation to make Mandatory Contributions unless and until Member Newco returned to CBL Member all or a portion of the $5,000,000 in Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement made by CBL Member in this Example 1; (2) Example 2. If, after Example 1, Member Newco returned to CBL Member all of the $5,000,000 in Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement made by CBL Member in Example 1 and returned $7,000,000 of the $25,000,000 in other Mandatory Contributions and Non-Required Contributions made by CBL Member in Example 1, then CBL Member's obligation to make additional Mandatory Contributions would be limited to $5,000,000, i.e., the amount of Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement made by CBL Member in Example 1 and returned to CBL Member in this Example 2; (3) Example 3. If, after Example 2, CBL Member made $5,000,000 in Mandatory Contributions described in Section 11.01(b)(iii)(B), CBL Member would have no further obligation to make any Mandatory Contributions of any kind, whether or not Member Newco thereafter returned to CBL Member any Mandatory Contributions of any kind that CBL Member had previously made. (iv) In the event that CBL Member or its Affiliate and/or any of the JG Members or their respective Affiliates are required to pay any amounts to the lender of any Construction Loan or Permanent Financing/Refinancing on account of any guarantee provided to such lender, the amount of any such payments (after adjusting as between the Members for any contribution received from or made to the other Member or the other Member's Affiliates, as contemplated by Section 3.04 above) shall be credited as Mandatory Contributions to the Capital Account of the Member who made or whose Affiliate made such payments to such lender. (v) In the event that any of the current tenants of the Project listed on Exhibit I-B attached hereto claim from the Company after the date of this Agreement tenant allowances with respect to tenant improvements made by such tenants prior to the date of this Agreement, the JG Members, pro rata, shall provide additional Member Funding, up to the respective amounts for each such tenant as set forth on Exhibit 1-2 attached hereto, promptly upon written notice from the Managing Member (the "JG Members Subsequent TA Contributions"). (vi) The additional Member Funding of CBL Member described in clauses (i) and (ii) of this Section 11.01(b) are hereinafter referred to as "CBL Member Mandatory Contributions". If CBL Member defaults in its obligation to make any CBL Member Mandatory Contribution when and as required by this Section 11.01(b), the JG Members shall have the right, but not the obligation, in the JG Members' sole and absolute discretion, and without limiting the JG Members' other rights and remedies under Article XX below, upon ten (10) days' prior written notice to CBL Member, to make a Member Funding to Member Newco in an amount equal to the amount of the CBL Member Mandatory Contribution that CBL Member has failed to make (such Member Funding by the JG Members, a "JG Members Substituted Default Contribution"), if, by the end of such ten (10)-day period, CBL Member has not contributed the defaulted CBL Member Mandatory Contribution to Member Newco. (vii) All additional Member Funding required to be made by CBL Member, and/or the JG Members Substitute Member hereunder and all JG Members Substituted Default Contributions that the JG Members elect to make hereunder and JG Members Subsequent TA Contributions that the JG Members are required to make hereunder may be made in the form of a capital contribution to Member Newco or a loan to Member Newco. All additional Member Funding required to be made by CBL Member and/or the JG Members Substitute Member under this Section 11.01 and all JG Members Substituted Default Contributions, if any, elected to be made by the JG Members under this Section 11.01 and all JG Members Subsequent TA Contributions required to be made by the JG Members under this Section 11.01 are collectively referred to herein as the "Mandatory Contributions". Any loan may be made by an Affiliate of a Member but only if such Affiliate is a wholly-owned subsidiary or wholly-owned entity of the Member. Any Mandatory Contributions made in the form of a capital contribution shall be credited to the Capital Account of the Member making such Mandatory Contribution and shall be entitled to a return equal to the Interest/Return, but shall not affect or modify the respective Profits Interests of any of the Members. Any Mandatory Contributions made in the form of a loan to Member Newco shall be unsecured, shall be evidenced by a non-negotiable promissory note, shall bear interest at a rate equal to the Interest/Return and shall be repaid only from Distributable Cash or Capital Events Distributions as set forth below.

Mandatory Contributions. Subject to the provisions of this Agreement: (i) Except as otherwise provided in this Section 11.01(bclause (i), CBL Member shall contribute as additional Member Funding Capital Contributions (A) any and all necessary equity funding that is set forth in an approved Pro Forma as equity contributions from Members/owners to fund any and all the construction of the phases of the Project, including but not limited to the amounts of such funding as set forth in connection with Future Development Activitiesthe Phase One Pro Forma; (B) any and all costs in excess of such amounts of necessary equity funding from Members/owners that do not rise to the level of a Material Development Deviation; and (C) any and all costs in excess of such equity funding necessary to complete such construction of the phases of the Project (construction cost overruns) that rise to the level of Material Development Deviations and for which the approvals required in Section 5.03 have been obtained (for purposes of this clause (i) and Section 5.03 above, CBL Member and its Affiliates shall be conclusively deemed to have approved any such costs with respect to Future Development ActivitiesPhases) (the funding referenced in subparagraphs (A), (B) and (C) hereof being collectively referred to herein as the "Construction Funds"). Such contributions of Construction Funds shall be in the form of cash or cash equivalents and such contributions may shall be contributed in installments required upon seven (7) Days notice from JG to CBL (as to Phase One) and when and as needed in CBL MemberCBL's reasonable judgment consistent with the applicable Pro Forma(s) and the Development Schedule(s) (as to Future Phases), Member Newco's lender's requirements and the needs of the Project. Notwithstanding the foregoing, from and after a JG Members Exit Event, any additional Member Funding Capital Contributions of Construction Funds that CBL Member would thereafter, but for the operation of this sentence, have been required to make shall instead be made by CBL Member and the JG Members Substitute Member pro rata on the basis of their respective Capital Interests. (ii) Except as provided otherwise required in this Section 11.01(bclause (ii), subject to a maximum aggregate amount of Thirty Million Dollars ($30,000,000.00) (the "Maximum Required Funding"), CBL Member shall contribute as additional Member Funding Capital Contributions any and all amounts in order to fund Operating Deficits of Member Newcothe Company. Such contributions of funds to cover Operating Deficits shall be in the form of cash or cash equivalents and such contributions may shall be contributed in installments required upon seven (7) Days notice from JG to CBL (as to Phase One) and when and as needed in CBL MemberCBL's reasonable judgment consistent with the Pro Forma(s), the Development Schedule(s), ) and the Operating Budget(s) (as to Future Phases). In the event that from the date of this Agreement and Member Newco's lender's requirements and forward CBL makes Capital Contributions to fund Operating Deficits in an aggregate amount equal to the needs of the ProjectMaximum Required Funding, thereafter, CBL shall have no obligation to make Capital Contributions for Operating Deficits. Notwithstanding the foregoing, from and after a JG Members Exit Event, any additional Member Funding Capital Contributions to fund Operating Deficits that CBL Member would thereafter, but for the operation of this sentence, have been required to make shall instead be made by CBL Member and the JG Members Substitute Member pro rata on the basis of their respective Capital Interests. (iii) In the event that at any time from and after the date of this Agreement the sum of (A) the aggregate unreturned amount of Mandatory Contributions made by CBL Member to fund capital improvements to the Project (including allowances for tenant improvements) and (B) the aggregate amount of Mandatory Contributions made by CBL Member for all purposes other than funding capital improvements to the Project, whether returned or unreturned, equals or exceeds $30,000,000.00 (the "Maximum Required Funding"), CBL Member shall thereafter have no further obligation to make Mandatory Contributions for any purpose, until such time, if ever, that the sum of the amounts described in clause (A) and clause (B) of this paragraph is less than the Maximum Required Funding, and then only to the extent that such sum is less than the Maximum Required Funding. For the avoidance of doubt, the following examples illustrate the operation of this Section 4.3(b) (Examples 1 and 2 below assume that CBL Member Parent has not previously incurred any liability under this Section 4.3 at the time of the example): (1) Example 1. If CBL Member had made $5,000,000 in unreturned Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement to fund capital improvements to the Project and $25,000,000 in other Mandatory Contributions and Non-Required Contributions, then CBL Member would have no further obligation to make Mandatory Contributions unless and until Member Newco returned to CBL Member all or a portion of the $5,000,000 in Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement made by CBL Member in this Example 1; (2) Example 2. If, after Example 1, Member Newco returned to CBL Member all of the $5,000,000 in Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement made by CBL Member in Example 1 and returned $7,000,000 of the $25,000,000 in other Mandatory Contributions and Non-Required Contributions made by CBL Member in Example 1, then CBL Member's obligation to make The additional Mandatory Contributions would be limited to $5,000,000, i.e., the amount of Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement made by CBL Member in Example 1 and returned to CBL Member in this Example 2; (3) Example 3. If, after Example 2, CBL Member made $5,000,000 in Mandatory Contributions described in Section 11.01(b)(iii)(B), CBL Member would have no further obligation to make any Mandatory Capital Contributions of any kind, whether or not Member Newco thereafter returned to CBL Member any Mandatory Contributions of any kind that CBL Member had previously made. (iv) In the event that CBL Member or its Affiliate and/or any of the JG Members or their respective Affiliates are required to pay any amounts to the lender of any Construction Loan or Permanent Financing/Refinancing on account of any guarantee provided to such lender, the amount of any such payments (after adjusting as between the Members for any contribution received from or made to the other Member or the other Member's Affiliates, as contemplated by Section 3.04 above) shall be credited as Mandatory Contributions to the Capital Account of the Member who made or whose Affiliate made such payments to such lender. (v) In the event that any of the current tenants of the Project listed on Exhibit I-B attached hereto claim from the Company after the date of this Agreement tenant allowances with respect to tenant improvements made by such tenants prior to the date of this Agreement, the JG Members, pro rata, shall provide additional Member Funding, up to the respective amounts for each such tenant as set forth on Exhibit 1-2 attached hereto, promptly upon written notice from the Managing Member (the "JG Members Subsequent TA Contributions"). (vi) The additional Member Funding of CBL Member described in clauses (i) and (ii) of this Section 11.01(b) are hereinafter referred to as "CBL Member Mandatory Contributions". If CBL Member defaults in its obligation to make any CBL Member Mandatory Contribution when and as required by this Section 11.01(b), the JG Members shall have the right, but not the obligation, in the JG Members' JG's sole and absolute discretion, and without limiting the JG Members' JG's other rights and remedies under Article XX below, upon ten (10) days' prior written notice to CBL MemberCBL, to make a Member Funding Capital Contribution to Member Newco the Company in an amount equal to the amount of the CBL Member Mandatory Contribution that CBL Member has failed to make (such Member Funding Capital Contribution by the JG MembersJG, a "JG Members Substituted Default Contribution"), if, by the end of such ten (10)-day period, CBL Member has not contributed the defaulted CBL Member Mandatory Contribution to Member Newcothe Company. If CBL does not approve under Section 5.03(iii) any modification to the Phase One Pro Forma requested by JG under Section 6.02(a)(ii) with respect to a Material Development Deviation, JG shall have the right, but not the obligation, in JG's sole and absolute discretion, upon ten (10) days' prior written notice to CBL, to make a Capital Contribution to the Company in an amount equal to the amount of the Material Development Deviation that CBL has not approved (such Capital Contribution by JG, a "JG Substituted Pro Forma Contribution"), if, by the end of such ten (10)-day period, CBL has not approved such Material Development Deviation and contributed the amount of such Material Development Deviation to the Company. (viiiv) All additional Member Funding Capital Contributions required to be made by CBL Member, and/or the JG Members Substitute Member hereunder and all JG Members Substituted Default Contributions that the JG Members elect to make hereunder and JG Members Subsequent TA Substituted Pro Forma Contributions that the JG Members are required elects to make hereunder may be made in the form of a capital contribution to Member Newco the Company or a loan to Member Newcothe Company. All additional Member Funding Capital Contributions required to be made by CBL Member and/or the JG Members Substitute Member under this Section 11.01 and all JG Members Substituted Default Contributions and JG Substituted Pro Forma Contributions, if any, elected to be made by the JG Members under this Section 11.01 and all JG Members Subsequent TA Contributions required to be made by the JG Members under this Section 11.01 are collectively referred to herein as the "Mandatory Contributions". Any loan may be made by an Affiliate of a Member but only if such Affiliate is a wholly-owned subsidiary or wholly-owned entity of the Member. Any Mandatory Contributions made in the form of a capital contribution shall be credited to the Capital Account of the Member making such Mandatory Contribution and shall be entitled to a return equal to the Interest/Return, but shall not affect or modify the respective Profits Interests of any of the Members. Any Mandatory Contributions made in the form of a loan to Member Newco shall be unsecured, shall be evidenced by a non-negotiable promissory note, shall bear interest at a rate equal to the Interest/Return and shall be repaid only from Distributable Cash or Capital Events Distributions as set forth below.

Mandatory Contributions. Subject to the provisions of this Agreement: (i) Except as otherwise provided in this Section 11.01(b), clause (i) CBL Member shall contribute as additional Member Funding Capital Contributions (A) any and all necessary equity funding that is set forth in an approved Pro Forma as equity contributions from Members/owners to fund any and all the construction of the phases of the Project, including but not limited to the amounts of such funding as set forth in connection with Future Development Activitiesthe Phase One Pro Forma; (B) any and all costs in excess of such amounts of necessary equity funding from Members/owners that do not rise to the level of a Material Development Deviation; and (C) any and all costs in excess of such equity funding necessary to complete such construction of the phases of the Project (construction cost overruns) that rise to the level of Material Development Deviations and for which the approvals required in Section 5.03 have been obtained (for purposes of this clause (i) and Section 5.03 above, CBL Member and its Affiliates shall be conclusively deemed to have approved any such costs with respect to Future Development ActivitiesPhases) (the funding referenced in subparagraphs (A), (B) and (C) hereof being collectively referred to herein as the "“Construction Funds"”). Such contributions of Construction Funds shall be in the form of cash or cash equivalents and such contributions may shall be contributed in installments required upon seven (7) Days notice from JG to CBL (as to Phase One) and when and as needed in CBL Member's CBL’s reasonable judgment consistent with the applicable Pro Forma(s) and the Development Schedule(s) (as to Future Phases), Member Newco's lender's requirements and the needs of the Project. Notwithstanding the foregoing, from and after a JG Members Exit Event, any additional Member Funding Capital Contributions of Construction Funds that CBL would thereafter, but for the operation of tins sentence, have been required to make shall instead be made by CBL and the JG Substitute Member pro rata on the basis of their respective Capital Interests. (ii) Except as otherwise required in this clause (ii), subject to a maximum aggregate amount of Thirty Million Dollars ($30,000,000.00) (the “Maximum Required Funding”), CBL shall contribute as additional Capital Contributions any amounts in order to fund Operating Deficits of the Company. Such contributions of funds to cover Operating Deficits shall be in the form of cash or cash equivalents and such contributions shall be required upon seven (7) Days notice from JG to CBL (as to Phase One) and when and as needed in CBL’s reasonable judgment consistent with the Pro Forma(s), the Development Schedule(s) and the Operating Budget(s) (as to Future Phases). In the event that from the date of this Agreement and forward CBL makes Capital Contributions to fund Operating Deficits in an aggregate amount equal to the Maximum Required Funding, thereafter, CBL shall have no obligation to make Capital Contributions for Operating Deficits. Notwithstanding the foregoing, from and after a JG Exit Event, any additional Capital Contributions to fund Operating Deficits that CBL would thereafter, but for the operation of this sentence, have been required to make shall instead be made by CBL Member and the JG Members Substitute Member pro rata on the basis of their respective Capital Interests. (ii) Except as provided in this Section 11.01(b), CBL Member shall contribute as additional Member Funding any and all amounts in order to fund Operating Deficits of Member Newco. Such contributions of funds to cover Operating Deficits shall be in the form of cash or cash equivalents and such contributions may be contributed in installments when and as needed in CBL Member's reasonable judgment consistent with the Pro Forma(s), the Development Schedule(s), the Operating Budget(s) and Member Newco's lender's requirements and the needs of the Project. Notwithstanding the foregoing, from and after a JG Members Exit Event, any additional Member Funding to fund Operating Deficits that CBL Member would thereafter, but for the operation of this sentence, have been required to make shall instead be made by CBL Member and the JG Members Substitute Member pro rata on the basis of their respective Capital Interestsinterests. (iii) In the event that at any time from and after the date of this Agreement the sum of (A) the aggregate unreturned amount of Mandatory Contributions made by CBL Member to fund capital improvements to the Project (including allowances for tenant improvements) and (B) the aggregate amount of Mandatory Contributions made by CBL Member for all purposes other than funding capital improvements to the Project, whether returned or unreturned, equals or exceeds $30,000,000.00 (the "Maximum Required Funding"), CBL Member shall thereafter have no further obligation to make Mandatory Contributions for any purpose, until such time, if ever, that the sum of the amounts described in clause (A) and clause (B) of this paragraph is less than the Maximum Required Funding, and then only to the extent that such sum is less than the Maximum Required Funding. For the avoidance of doubt, the following examples illustrate the operation of this Section 4.3(b) (Examples 1 and 2 below assume that CBL Member Parent has not previously incurred any liability under this Section 4.3 at the time of the example): (1) Example 1. If CBL Member had made $5,000,000 in unreturned Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement to fund capital improvements to the Project and $25,000,000 in other Mandatory Contributions and Non-Required Contributions, then CBL Member would have no further obligation to make Mandatory Contributions unless and until Member Newco returned to CBL Member all or a portion of the $5,000,000 in Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement made by CBL Member in this Example 1; (2) Example 2. If, after Example 1, Member Newco returned to CBL Member all of the $5,000,000 in Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement made by CBL Member in Example 1 and returned $7,000,000 of the $25,000,000 in other Mandatory Contributions and Non-Required Contributions made by CBL Member in Example 1, then CBL Member's obligation to make The additional Mandatory Contributions would be limited to $5,000,000, i.e., the amount of Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement made by CBL Member in Example 1 and returned to CBL Member in this Example 2; (3) Example 3. If, after Example 2, CBL Member made $5,000,000 in Mandatory Contributions described in Section 11.01(b)(iii)(B), CBL Member would have no further obligation to make any Mandatory Capital Contributions of any kind, whether or not Member Newco thereafter returned to CBL Member any Mandatory Contributions of any kind that CBL Member had previously made. (iv) In the event that CBL Member or its Affiliate and/or any of the JG Members or their respective Affiliates are required to pay any amounts to the lender of any Construction Loan or Permanent Financing/Refinancing on account of any guarantee provided to such lender, the amount of any such payments (after adjusting as between the Members for any contribution received from or made to the other Member or the other Member's Affiliates, as contemplated by Section 3.04 above) shall be credited as Mandatory Contributions to the Capital Account of the Member who made or whose Affiliate made such payments to such lender. (v) In the event that any of the current tenants of the Project listed on Exhibit I-B attached hereto claim from the Company after the date of this Agreement tenant allowances with respect to tenant improvements made by such tenants prior to the date of this Agreement, the JG Members, pro rata, shall provide additional Member Funding, up to the respective amounts for each such tenant as set forth on Exhibit 1-2 attached hereto, promptly upon written notice from the Managing Member (the "JG Members Subsequent TA Contributions"). (vi) The additional Member Funding of CBL Member described in clauses (i) and (ii) of this Section 11.01(b) are hereinafter referred to as "“CBL Member Mandatory Contributions"”. If CBL Member defaults in its obligation to make any CBL Member Mandatory Contribution when and as required by this Section 11.01(b), the JG Members shall have the right, but not the obligation, in the JG Members' JG’s sole and absolute discretion, and without limiting the JG Members' JG’s other rights and remedies under Article XX below, upon ten (10) days' ’ prior written notice to CBL MemberCBL, to make a Member Funding Capital Contribution to Member Newco the Company in an amount equal to the amount of the CBL Member Mandatory Contribution that CBL Member has failed to make (such Member Funding Capital Contribution by the JG MembersJG, a "JG Members “JG, Substituted Default Contribution"”), if, by the end of such ten (10)-day period, CBL Member has not contributed the defaulted CBL Member Mandatory Contribution to Member Newcothe Company. If CBL does not approve under Section 5.03(iii) any modification to the Phase One Pro Forma requested by JG under Section 6.02f(a)(ii) with respect to a Material Development Deviation, JG shall have the right, but not the obligation, in JG’s sole and absolute discretion, upon ten (10) days’ prior written notice to CBL, to make a Capital Contribution to the Company in an amount equal to the amount of the Material Development Deviation that CBL has not approved (such Capital Contribution by JG, a “JG Substituted Pro Forma Contribution”), if, by the end of such ten (10)-day period, CBL has not approved such Material Development Deviation and contributed the amount of such Material Development Deviation to the Company. (viiiv) All additional Member Funding Capital Contributions required to be made by CBL Member, and/or the JG Members Substitute Member hereunder and all JG Members Substituted Default Contributions that the JG Members elect to make hereunder and JG Members Subsequent TA Substituted Pro Forma Contributions that the JG Members are required elects to make hereunder may be made in the form of a capital contribution to Member Newco the Company or a loan to Member Newcothe Company. All additional Member Funding Capital Contributions required to be made by CBL Member and/or the JG Members Substitute Member under this Section 11.01 and all JG Members Substituted Default Contributions and JG Substituted Pro Fauna Contributions, if any, elected to be made by the JG Members under this Section 11.01 and all JG Members Subsequent TA Contributions required to be made by the JG Members under this Section 11.01 are collectively referred to herein as the "“Mandatory Contributions"”. Any loan may be made by an Affiliate of a Member but only if such Affiliate is a wholly-owned subsidiary or wholly-owned entity of the Member. Any Mandatory Contributions made in the form of a capital contribution shall be credited to the Capital Account of the Member making such Mandatory Contribution and shall be entitled to a return equal to the Interest/Return, but shall not affect or modify the respective Profits Interests of any of the Members. Any Mandatory Contributions made in the form of a loan to Member Newco shall be unsecured, shall be evidenced by a non-negotiable promissory note, shall bear interest at a rate equal to the Interest/Return and shall be repaid only from Distributable Cash or Capital Events Distributions as set forth below.