The Members agree that the Company shall meet its capital needs through the borrowing of funds as provided in Section 8.3 and that unless specifically agreed to by the Members and except as set forth in this Section 3.1, the Members shall not be obligated to make any additional capital contributions to the Company. However, if the Board of Managers determine that additional capital contributions are appropriate or necessary for the Company, the General Manager shall, by written notice, call for such additional contributions to the capital of the Company as the Board of Managers determine should be made by the Members. Within a period of time determined by the Board of Managers, not to exceed thirty (30) days following the delivery of such notice, each Member shall contribute, in cash, to the capital of the Company an amount (“Additional Contribution”) equal to such Member’s Percentage Interest multiplied by the aggregate additional capital contribution as called for by the Board of Managers.

Capital Contributions. The Member shall have made such capital contributions as shall be reflected on the books of the Company. The Member may, but is not required to, make additional capital contributions [[Organization B:Organization]].

Capital Contributions. The General Partner and each Limited Partner has made a Capital Contribution to the Partnership in exchange for the Partnership Units set forth opposite such Partner’s name on Exhibit A, as amended from time to time by the General Partner to the extent necessary to accurately reflect sales, exchanges or other Transfers, redemptions, Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on a Partner’s ownership of Partnership Units. The Capital Accounts of the Partners are being booked-up on the date of this Agreement as set forth on Exhibit A.

Capital Contributions. So long as any Obligation to Lender is outstanding under the Loan Agreement, the Contributor will limit capital contributions to Company to no more than three (3) in succession and no more than six (6) in total, other than a capital contribution effected to facilitate Company’s payment of all amounts due upon a prepayment under Article III of the Loan Agreement; provided that the foregoing shall not create an obligation to effect capital contributions, which shall be in the Contributor’s sole discretion, and provided further that the following shall not be included in such limits and shall be permitted without restriction: # capital contribution effected pursuant to [Section 2.01(b)], [Section 2.01(c)] or [Section 5.01(d)] hereof, # capital contributions to pay any Obligations in full, and # capital contributions to make principal payments pursuant to [Section 3.02(a)(vi)] of the Loan Agreement.

Additional Capital Contributions. The General Partner, on behalf of the Partnership, may obtain any Additional Funds by accepting Capital Contributions from any Partners or other Persons and issuing additional Partnership Units in consideration therefor.

Return of Capital Contributions. No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as

Contributions. The Bank may withhold from amounts deferred under Section 4.01 such portion as is necessary to pay federal, state and local income, employment and other taxes required to be withheld by the Bank.

Contributions. Under the Plan, a participant may contribute any even dollar amount to the Plan, subject to a minimum contribution of $10 per pay period and a maximum contribution of $5,200 per calendar year. Contributions by participating employees shall be made through payroll deduction on an after-tax basis. Accordingly, a participant's net pay will be reduced by the amount the participant elects to contribute to the Plan. A participant may increase (subject to the maximum permitted contribution) or decrease (subject to the minimum permitted contribution) the amount of his or her contribution under the Plan by delivering an Employee Participation Change Form to the Company's Benefits Department. The change in contribution amount will be effective as soon as practicable after the Change Form is delivered to the Benefits Department. No interest is paid or any amounts contributed by a participant.

Contributions. The Bank may withhold from amounts deferred under Section 4.01 such portion as is necessary to pay federal, state and local income, employment and other taxes required to be withheld by the Bank.

Contributions. As promptly as practicable following receipt by BD Holdco of any BD Distribution, but in any event within 2 business days following receipt thereof, BD Holdco shall contribute, and IPCo shall accept, a cash payment (each such payment and any proceeds therefrom, a “Contribution,” and collectively, the “Contributions”) in an amount equal to 100% of such BD Distribution. A Contribution shall be made each and every time that BD Holdco receives a BD Distribution. Each Contribution shall be paid by wire transfer of immediately available funds or other means approved, and in accordance with any instructions given, from time to time by IPCo. In connection with each Contribution, there shall be a reverse stock split of [J.Crew Newco] nonvoting stock held by current or former employees of [J.Crew Newco] to reflect that Contribution.