Joint Venture Agreement Simplified

Can you simplify this legal language "Operating Member shall issue capital calls from time to time as permitted by this Agreement for (i) required additional in-cash contributions of capital set forth in the Development Budget or in the Commercial Unit Purchase Agreement (“Required Capital”) (ii) additional in-cash contributions of capital set forth in any Operating Budget or in any Approved Annual Update, (iii) any Shared Cost Overruns, and (iv) additional in-cash contributions of capital other than Required Capital that are approved as a Major Decision pursuant to Section *.*(a) (the capital in clauses (ii) - (iv), “Voluntary Capital”; and together with Required Capital, “Additional Capital”) by delivery of notice to the other Members (each such capital call, a “Capital Call”). Investor Member may also issue Capital Calls as provided herein for the purposes set forth above. Within twenty (*) days after any Capital Call, each of the Members shall make an Additional Capital Contribution in the amount specified in the notice relating to such Capital Call, which, subject to Section *.*(b), shall be in the amount of the Additional Capital, multiplied by such Member’s respective Ownership Percentage. No Capital Call may be made to Investor Member for any Developer Member Responsible Cost Overruns, and any Developer Member Responsible Cost Overruns * KE * shall be paid by Developer Member in accordance with Section *.*(c) (but shall not be treated as a Capital Contribution for any purposes of this Agreement). No Capital Call may be made to Developer Member for any Investor Member Responsible Cost Overruns, and any Investor Member Responsible Cost Overruns shall be paid by Investor Member in accordance with Section *.*(d) (but shall not be treated as a Capital Contribution for any purposes of this Agreement). It is the intent of the Members that all Capital Contributions specifically attributable to a Project be allocated to the Company Subsidiary that holds such Project and, all Capital Contributions that are not specifically attributable to any Project be allocated across the Company Subsidiaries at the time of such Capital Contribution (including for purposes of the definition of IRR with respect to each Company Subsidiary) in accordance with the Groundup Development Plan or Activate/Events Development Plan or Approved Annual Update, as applicable, and in the absence of allocation therein, as the Operating Member recommends and is approved by the Investor Member in its reasonable discretion. Notwithstanding anything to the contrary in this Agreement, if any Additional Capital Contribution is to be made with respect to any Company Subsidiary after any Developer’s Promote has been distributed which is allocable to such Company Subsidiary (collectively, “Excess Distributions”), then such Additional Capital Contribution shall be made in accordance with the Members’ respective proportionate shares of the Excess Distributions made under Section *.*(a)(iii)-(v) (in reverse order, collectively, “Reverse Contributions”) unless (and until) on the date of such Additional Capital Contribution, (i) the aggregate amount of Reverse Contributions then or theretofore made in accordance with such proportionate shares by reason of this Section *.*(b) equals (ii) the aggregate amount of Excess Distributions then or theretofore made under such subsections as provided above. If advised to do so by its tax advisor in order to comply with or take advantage of any benefits provided by the Qualified Opportunity Zone tax program, a Member may cause any part of its Capital Contributions to be made by one of its Affiliates. Without limitation of the foregoing, either Developer Member may fund all or a portion of any Additional Capital Contribution otherwise required to be funded by the other Developer Member, and to the extent so funded, the applicable Member shall not be deemed to have failed to make a Capital Contribution pursuant to Section *.*. Investor Member may contribute its Capital Contributions to the Investor Member Bank Account described in Section *.*(b) below, and such funds shall be held in the Investor Member Bank Account until Investor Member authorizes the transfer of all or a portion of such funds in accordance with this subsection. Within twenty (*) days after any Capital Call validly issued in accordance with Section *.*(b), Investor Member shall authorize the transfer of such funds in the amount requested to the Company bank account specified in the applicable Capital Call. For the avoidance of doubt, in calculating IRR, Investor Member’s Capital Contribution shall be deemed made upon the transfer of funds from the Investor Member Bank Account to the Company bank account and not upon deposit into the Investor Member Bank Account.

Can you simplify this as well? It is from the same agreement. "Financing. Each Member acknowledges that it intends for the Company to obtain Financing to pay Groundup Project Costs in order to minimize the Additional Capital Contributions of the Members; provided that any such Financing would not (i) in the case of the Construction Loan, have a Loan-to-Cost Ratio that exceeds sixty-five percent (*%) or (ii) in the case of Financing following the completion of the development and construction of the Groundup Project, have a Loan-to-Value Ratio that exceeds seventy percent (*%). In connection with such Financing, each Member shall provide the applicable lender with such customary financial and other information regarding the business of each Member and its * KE * Affiliates and the Company as such lender may reasonably request in a form reasonably approved by the delivering Member; provided that Developer or its Affiliates shall not be required to deliver audited financial statements, to be in compliance with GAAP or to deliver tax returns. If the Company obtains such Financing, then Operating Member and Investor Member shall execute and deliver to the lender in connection therewith such documentation as the applicable lender may reasonably request in a form reasonably approved by the delivering Member(s) including, but not limited to, a legal opinion as to such matters as the lender may reasonably request, and a consent to, or acknowledgment of, the granting of a security interest in the Company Assets. Except as set forth in this Section *.*(c), no Member, or any Affiliate thereof, will be obligated to guarantee or otherwise be personally liable for any obligation pertaining to any such Financing. Notwithstanding the foregoing, Developer Member shall, subject to reasonable review and approval by Investor Member, provide, or shall cause a creditworthy Affiliate to provide, to any third party lender under any Financing such completion guarantees and non-recourse carve out guarantees and an environmental indemnity (collectively, “Required Loan Guarantees”) as may be reasonably required by such third-party lender, in form and content acceptable to Developer Member in its sole discretion. Except for distributions to which any Member is entitled under this Agreement, neither any Member nor the Guarantor shall be entitled to any compensation, reimbursement, indemnification or other consideration from the Company or the Members for executing, delivering or performing under such Required Loan Guarantees. In the event (i) Developer Member, or a creditworthy Affiliate, fails to provide any or all of the Required Loan Guarantees or (ii) the lender of a Financing requires any other type of repayment guarantee, the Members will negotiate the terms and conditions of any such guarantees. In the event that a Member or its Affiliate enters into any guarantee, indemnity or other agreement for the benefit of any such lender (including, without limitation, a completion guarantee, a recourse indemnity agreement, and/or environmental indemnification agreement), then any and all amounts paid under such agreement (except as a result of the Bad Acts of such Member or its Affiliate) shall be reimbursed by the Company. No guarantees shall be issued by any Member or its Affiliates in connection with a Financing without the approval of both Members. Any Person who provides a Required Loan Guarantee is referred to as a “Guarantor.” The Company shall indemnify and hold harmless the Guarantor from and against all losses, costs and expenses, including, without limitation, reasonable attorneys’ fees, arising from the enforcement by any lender of amounts due or claimed due or amounts paid by Guarantor to avoid a default under any Financing or pursuant to any Required Loan Guarantees (collectively, “Loan Guaranty Losses”); provided that (x) in no event shall the Company have any obligation to indemnify or hold harmless a Guarantor on account of any Loan Guaranty Losses to the extent such Loan Guaranty Losses arise out of or result from the Bad Acts of the Guarantor or its Affiliates and (y) if the Loan Guaranty Losses arose out of or resulted from the Bad Acts of another Member or its Affiliates, then such other Member shall pay or reimburse the Guarantor, as applicable, for any such Loan Guaranty Losses. Any indemnification obligation of the Company arising under this Section *.*(c) shall be referred to herein as a “Loan Guaranty Indemnification Obligation.” The amount of any Loan Guaranty Indemnification Obligation shall be treated as a Shared Cost Overrun which shall be deemed to have been requested by Operating Member and approved by Investor Member pursuant to Section *.*(b) and thereafter shall be funded to the Company by the Members in accordance with Section *.*(b).

Please simplify this as well from the same agreement. "Cost Overruns. If at any time, or from time to time, a Cost Overrun exists, Operating Member shall provide written notice to Investor Member of the existence (or expected existence) of such Cost Overrun not later than 30 days after Operating Member obtains actual knowledge of such Cost Overrun or expected Cost Overrun, which notice shall include factual information and reports evidencing the basis for the Cost Overrun and Operating Member’s recommendation as to meeting such Cost Overrun, which recommendation may include seeking nonrecourse third-party financing for any Shared Cost Overrun. Any financing requested by Operating Member on behalf of the Company and approved by Investor Member pursuant to this Section *.*(a) may be secured by a mortgage encumbering all or a portion of the Project, provided that in no event shall the Company be permitted to obtain any Financing on a basis that requires any Member or its Affiliates to guarantee or otherwise be personally liable for the repayment of any Financing obtained by the Company without the consent of such Member and such Affiliate. In the event a Guarantor delivers any guarantees with respect to such financing, the terms of Section *.*(c) shall apply (including, without limitation, the Loan Guaranty Indemnification Obligations). In the event that (i) the Company has experienced a Shared Cost Overrun (or is expected to experience a Cost Overrun), and (ii) all or a portion of such Shared Cost Overrun is not defrayed pursuant to any of the methods described in Section *.*(a) or Section *.*(e)(i), Operating Member shall request the Members to make Additional Capital Contributions in the amount of the Shared Cost Overrun pursuant to Section *.*(b)(ii). All Developer Member Responsible Cost Overruns shall be paid by Developer Member no later than the date which is the earlier of (i) twenty (*) days after the date requested by Investor Member, and (ii) the date on which the Company or a Company Subsidiary requires such payment to pay for such Developer Member Responsible Cost Overruns. Any such payments made by the Developer Member under this Section *.*(c) shall not be treated as Capital Contributions for any purposes of this Agreement. Developer Member shall not be entitled to any increase in Developer’s Ownership Percentage or Capital Account in connection with the funding of any Developer Member Responsible Cost Overruns and shall not have any right of reimbursement for such amounts from the other Member or the Company; provided, however, that any such Developer Member Responsible Cost Overruns subsequently recovered by the Company from a third party shall be paid to Developer Member as a reimbursement for any such amounts previously paid by the Developer in accordance with this Section *.*(c). All Investor Member Responsible Cost Overruns shall be paid by Investor Member no later than the date which is the earlier of (i) twenty (*) days after the date requested by Operating Member, and (ii) the date on which the Company or a Company Subsidiary requires such payment to pay for such Investor Member Responsible Cost Overruns. Any such payments made by the Investor Member under this Section *.*(d) shall not be treated as Capital Contributions for any purposes of this Agreement. Investor Member shall not be entitled to any increase in Investor Member’s Ownership Percentage or Capital Account in connection with the funding of any Investor Member Responsible Cost Overruns and shall not have any right of reimbursement for such amounts from the other Members or the Company; provided, however, that any such Investor Member Responsible Cost Overruns subsequently recovered by the Company from a third party shall be paid to Investor Member as a reimbursement for any such amounts previously paid by the Investor Member in accordance with this Section *.*(d). Notwithstanding the foregoing provisions of this Section *.*, with respect to Shared Cost Overruns, the following shall apply: (i) Except as otherwise directed by the Members, and subject to compliance with the terms of the Construction Loan or obtaining the consent of the lender providing the * KE * Construction Loan, the Operating Member shall be permitted to allocate and disburse the following amounts to pay such Shared Cost Overruns: (A) any actual savings in the Development Budget (as determined by the Operating Member and reasonably approved by Investor Member upon completion of all work and payment of all expenses allocable to such line item); (B) any available contingency amounts set forth in the Development Budget (but only to the extent permissible under the Construction Loan); and (C) any other amounts approved by the Operating Member and the Investor Member. Prior to applying any such savings, Operating Member shall provide Investor Member with such evidence as Investor Member may reasonably request to substantiate such savings, and the final determination as to the amount of such savings and whether such savings shall be applied shall be made by Investor Member in its reasonable discretion. (ii) Any subsequent demonstrated actual savings (as determined by the Operating Member and reasonably approved by Investor Member) in the Development Budget not previously allocated to pay such Shared Cost Overruns and any such Shared Cost Overruns subsequently recovered by the Company from a third party shall be distributed as Company Available Cash Flow."

Please simplify this "Failure of a Member to Satisfy Monetary Obligations. If any Member fails to make a Capital Contribution, or if a Member fails to fund any Excluded Overruns for which it is responsible, in each case when the same becomes due and payable (the “Defaulting Member”), then any of the other Members (excluding any Affiliate of the Defaulting Member) (each, a “Contributing Member”), provided each such Contributing Member has timely contributed to the capital of the Company all of the Capital Contributions, if any, required to be contributed by such Member with respect to that particular Capital Call, may (but without obligation to do so), within fifteen (*) days after the due date for such Capital Contribution, contribute to the Company an additional amount equal to the Defaulting Member’s entire (or pro-rata share if there is more than one Contributing Member) unpaid Capital Contribution or Cost Overrun (a “Default Contribution”) and elect by written notice to the Defaulting Member to exercise any of the remedies provided in this Section *.*. Unless the Contributing Member affirmatively elects the remedy set forth in Section *.*(c) with respect to a Default Contribution, then the Contributing Member shall be deemed to have elected to treat such Default Contribution as provided in Section *.*(b). In addition to, or in lieu of, the remedies set forth in this Section *.*, a Contributing Member shall have the right to withdraw, and obtain a reimbursement from the Company of, the amount contributed by such Member with respect to that particular Capital Call and obtain a reimbursement from the Company of such amount (provided that the same does not violate the QOF Rules), and shall also have all rights and remedies provided under the other provisions hereof and to which it is entitled at law or in equity with respect to such default by a Defaulting Member relating to Required Capital, such rights and remedies being cumulative. The Contributing Member may treat a Default Contribution as a full recourse loan to the Defaulting Member with a maturity date equal to the date of the liquidation of the Company, but prepayable at any time or from time to time without penalty and subject to mandatory prepayment as set forth in this Agreement (each, a “Default Contribution Loan”) from the next available distributions otherwise distributable to the Defaulting Member. Any Default Contribution Loan shall be treated as a Capital Contribution by the Defaulting Member to fund the Additional Capital Contribution otherwise required to be made by the Defaulting Member (unless such Default Contribution Loan is on account of an Excluded Overrun, in which case (i) such Default Contribution Loan shall not be deemed to be a Capital Contribution of the Defaulting Member, and (ii) at the option of the Contributing Member, such amount may be funded directly to the third party that is owed such amount for the account of, and as a Default Contribution Loan to, the Defaulting Member). Notwithstanding anything contained in this Agreement to the contrary, if the Contributing Member advances a Default Contribution Loan which is not repaid within ninety (*) days of * KE * the advance of the Default Contribution Loan, the Contributing Member may elect, exercisable anytime during the one hundred twenty (*) day period following the expiration of such ninety (*) day repayment period (the “Conversion Period”) in its sole and absolute discretion, to convert the applicable Default Contribution Loan (together with any accrued but unpaid interest thereon) to a Capital Contribution in accordance with the terms of Section *.*(c) hereof. Until each Default Contribution Loan to the Defaulting Member shall have been either converted to a Capital Contribution as provided above or repaid, together with interest at the rate equal to either (A) with respect to a Default Contribution Loan for Voluntary Capital, the rate applicable for Member Loans, or (B) with respect to a Default Contribution Loan for Required Capital, a rate per annum equal to the lesser of: (*) eighteen percent (*.*%) per annum, compounded monthly, and (*) the maximum non-usurious rate allowed by applicable law, calculated upon the outstanding principal balance of such Default Contribution Loan(s) as of the first day of each month, all distributions, including distributions of Developer’s Promote, if applicable, otherwise to be made to the Defaulting Member hereunder shall be distributed for the Defaulting Member’s account, by payment of the same to the Contributing Member, and shall be applied against the balance owed by the Defaulting Member to the Contributing Member until the balance owed by the Defaulting Member to the Contributing Member is reduced to zero. The Members shall from time to time execute such other documents and instruments and take such actions as may be reasonably required by Contributing Member with respect to usury exemption filings or other methods to obtain an exemption from usury with respect to any such Default Contribution Loan under this Section *.*(b). Defaulting Member hereby grants a security interest in its Interest to the Contributing Member until any and all such outstanding Default Contribution Loans made to it are paid in full or converted to a Capital Contribution pursuant to this Section *.*(b) and Section *.*(c). All payments and distributions made to a Contributing Member on account of one or more Default Contribution Loans shall be applied first to payment of any interest due under all such Default Contribution Loans and then to principal of all such Default Contribution Loans until all amounts due thereunder are paid in full. Any Contributing Member intending to exercise its remedy under this Section *.*(b) shall be entitled to implement any structure that is required to satisfy QOF Rules, at such Contributing Member’s expense, that is consistent with this Section *.*(b), including, without limitation, (*) in a manner that satisfies all applicable QOF Rules for such Contributing Member or any direct or indirect owner of such Contributing Member that is a QOF, (*) by electing to provide such capital in the form of preferred equity rather than debt, (*) by making the Default Contribution Loan (or preferred equity investment) directly to (or in) the Company or a Company Subsidiary, or (*) by having an Affiliate of the Contributing Member provide the Default Contribution Loan (or preferred equity investment); provided that, in each of the foregoing cases of (*), (*), (*), and (*), (x) the economic terms and substantive rights of such Contributing Member(s), the Defaulting Member(s), the Company and any Company Subsidiary pursuant to any such alternative structure shall be the same as if such Contributing Member had made a Default Contribution Loan pursuant to this Section *.*(b) (but having due regard for the nature of the funding method as equity or debt for tax purposes), and (y) such alternative structure shall be permitted under any loan documents to which the Company is a party. If, pursuant to Section *.*(a), or pursuant to Section *.*(b) during the Conversion Period, the Contributing Member elects, in such Contributing Member’s sole and absolute discretion, to convert a Default Contribution or a Default Contribution Loan to an Additional Capital Contribution made by such Contributing Member, then the Ownership Percentages of the Contributing Member and the Defaulting Member shall be adjusted as of (x) the date of such Default Contribution, if the election is made under Section *.*(a), or (y) the date on which such Contributing Member elects to convert a Default Contribution Loan to an Additional Capital Contribution, if the election is made under Section *.*(b), and in either case, such conversion shall occur as follows: i. The Ownership Percentage of the Defaulting Member (and if Developer Member is the Defaulting Member with respect to the failure to fund Required Capital, Developer’s Promote on the same percentage basis) shall be decreased to the percentage obtained * KE * (rounded to the nearest */* of a percentage point) by (*) multiplying its Ownership Percentage immediately prior to the application of this Section *.*(c)(i) to such Defaulting Member, by the aggregate Capital Contributions of all of the Members before giving effect to the Capital Contributions made by the Members pursuant to such Capital Call, and (*) dividing the product so obtained by (*) if Required Capital, one hundred fifty percent (*%) or (*) if Voluntary Capital, one hundred percent (*%) of the aggregate Capital Contributions of all of the Members after giving effect to the Capital Contributions made pursuant to such Capital Call; and ii. The Ownership Percentage of the Contributing Member shall be increased by the amount of the decrease in the Defaulting Member’s Ownership Percentage, and if Developer Member is the Defaulting Member with respect to the failure to fund Required Capital, the percentage to which Investor Member is entitled under Sections *.*(a)(iii) - *.*(a)(v) shall be increased by the amount of any decrease in Developer’s Promote (on the same percentage basis) under those subsections. THE PROVISIONS OF SECTION *.*(c), WHICH MAY CAUSE A REDUCTION IN DEFAULTING MEMBER’S OWNERSHIP PERCENTAGE, ARE NOT INTENDED AS A FORFEITURE OR PENALTY BUT AS COMPENSATION TO THE CONTRIBUTING MEMBER FOR THE ADDED RISK ASSUMED IN PROVIDING A DISPROPORTIONATELY LARGE SHARE OF THE CAPITAL REQUIRED HEREUNDER. EACH MEMBER ACKNOWLEDGES THAT THE REMEDIES PROVIDED IN SECTION *.*(c) ARE FAIR AND REASONABLE COMPENSATION TO A CONTRIBUTING MEMBER THAT FUNDS A DISPROPORTIONATELY LARGE SHARE OF CAPITAL CONTRIBUTIONS OR COST OVERRUN PAYMENTS AND THE NEED TO PROVIDE FOR A SIGNIFICANT RETURN ON INVESTMENT UNDER THOSE CIRCUMSTANCES. THE MEMBERS AGREE THAT SUCH REMEDIES IN SECTION *.*(c) PROVIDE A REASONABLE ESTIMATE OF THE DAMAGES THE CONTRIBUTING MEMBER MAY SUFFER AS A RESULT OF DEFAULTING MEMBER’S FAILURE TO MAKE A REQUIRED CAPITAL CONTRIBUTION OR COST OVERRUN PAYMENT. THE INDIVIDUAL EXECUTING THIS AGREEMENT ON BEHALF OF EACH MEMBER HAS SPECIFICALLY ACKNOWLEDGED THE PROVISIONS OF SECTION *.*(c) BY THE PARTY FOR WHOM HE IS ACTING."

Please simplify this "Member Loans. Any Member, with the consent of the Members, or as otherwise permitted or required under this Agreement, may elect under this Section *.* to loan funds to the Company or to cause such a loan to be made by an Affiliate of either Member. Any such loan by a Member or an Affiliate is herein called a “Member Loan.” Each Member Loan shall accrue interest on unpaid principal at a rate per annum equal to the lesser of: (a) nine percent (*.*%) per annum, compounded monthly, and (b) the maximum non-usurious rate allowed by applicable law, or as may otherwise be agreed by the Members. No distributions shall be paid pursuant to Section *.* until all Member Loans are paid in full."

Please simplify this "Initial Capital Contributions. (i) On November *, *, (the “Pursuit Cost Contribution Date”), each Member shall make Capital Contributions in amounts set forth on Exhibit B-* (each such contribution, a “Pursuit Cost Contribution” and collectively, the “Pursuit Cost Contributions”), and to the extent one Member has paid such pursuit costs prior to the Pursuit Cost Contribution Date, it shall be reimbursed for such costs on the Pursuit Cost Contribution Date. (ii) On the Acquisition Date, or such earlier date as Investor Member may select by providing written notice thereof to Operating Member no later than five (*) Business Days prior to such date, each Member shall make Capital Contributions in amounts set forth on Exhibit B-* (each such contribution, an “Initial Capital Contribution” and collectively, the “Initial Capital Contributions”), and the Company shall acquire the Project Land pursuant to the Purchase Agreement on the Acquisition Date. (iii) Notwithstanding anything in this Agreement to the contrary, until expended for Project Costs, the Company shall take all necessary steps to ensure that all cash Capital Contributions shall be held and expended in a manner that complies with Code Section * KE * 1397C(b)(*) and the working capital safe harbor set forth in Proposed Regulation Section *.1400Z- -*(d)-*(d)(*)(iv), as such Regulation may be amended, supplemented or replaced; the Members hereby acknowledge that the applicable Regulation includes the following three requirements as of the Acquisition Date: (A) the amounts are designated in writing for the development of a trade or business in a Qualified Opportunity Zone, including when appropriate acquisition, construction, and/or substantial improvement of tangible property in such a zone, (B) there is a written schedule consistent with the start-up of a trade or business for the expenditure of the working capital assets, and under the schedule the working capital assets must be spent within thirty-one (*) months of the receipt by the business of the assets, and (C) the working capital assets are actually used in a manner substantially consistent with clauses (A) and (B) (such requirements, collectively, the “Working Capital Safe Harbor”). The Company shall (x) (*) verify the foregoing designation by executing the form attached hereto as Exhibit D and (*) in accordance with Section *.*(d), update such designation from time to time as required to comply with the Working Capital Safe Harbor, and (y) actually use such funds in a manner substantially consistent with such designation and the Working Capital Plan. (iv) The Developer Member has assigned, or caused to be assigned, to the Company or a Company Subsidiary all right, title, and interest with respect to any and all contract rights and other property related to the Project, such as conceptual plans and similar or other items related to the Project to the extent held by the Operating Member or its Affiliates. The Members agree that (A) the net fair market value of the Groundup Land is $[ ] as represented by the portion of the purchase price paid to the Project Land Seller under the Purchase Agreement allocable to the Groundup Land, and (B) the net fair market value of the Activate/Events Land is $[ ] as represented by the purchase price paid to the Project Land Seller under the Purchase Agreement allocable to the Activate/Events Land (and that the net fair market value of such other rights and property assigned by Developer Member is zero and that no Capital Account or Capital Contribution credit shall be received in connection with such assignment). Each Member represents and warrants to the other Members that, other than Broker, no brokers or investment bankers are involved in this joint venture and neither such Member nor any of its Affiliates has entered into any contract, agreement, arrangement or other understanding with any Person that may result in the obligation of the Company or any Company Subsidiary to pay any finder’s fees, brokerage or agent’s commissions or other like payments in connection with the purchase of the Project Land or the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby. Each Member agrees to reimburse and indemnify the Company and the other Members for any loss, cost or expense actually incurred by such other Member arising out of a failure of any of its representations and warranties to be true and correct in any material respect."

Simplify this "Development Fee. The Company shall pay to Developer or an Affiliate of Developer a development fee (the “Development Fee”) equal to four percent (*.*%) of Project Costs (excluding the purchase price of the Project Land pursuant to the Purchase Agreement, the purchase price of the Commercial Unit pursuant to the Commercial Unit Purchase Agreement, the Development Fee itself and Developer Member Responsible Cost Overruns), all computed and paid in the manner set forth in the Development Budget, and including the Company’s proportionate share (relative to the Residential Venture, as reasonably determined by Investor Member) of costs associated with horizontal development and improvements to be made for the benefit of the master development. The Development Fee shall be paid in compliance with the documents governing the Construction Loan; provided that ten percent (*%) of the Development Fee shall be paid on the Acquisition Date, eighty percent (*%) of the Development Fee shall be paid in equal monthly installments beginning on the Acquisition Date and ending on the scheduled date of completion of the Groundup Improvements pursuant to the Groundup Development Plan, and the remaining ten percent (*%) of the Development Fee shall be paid upon completion of the Groundup Project."

What exactly does this mean? "Developer Member Responsible Cost Overruns. “Developer Member Responsible Cost Overruns” means all Cost Overruns that are Excluded Overruns which are attributable to the Developer, its Member Owners or any such party’s Affiliates or Affiliated Persons."

Are you completely free? Or does my time run out?