Defaulting Members Sample Clauses

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within the time period specified in the related Capital Call Notice (the Business Day next succeeding the tenth (10th) Business Day immediately following the expiration of such time period being the “Default Date”) in accordance with Section 3.1(a), each non-Defaulting Member, in its sole discretion, shall have the right, without notice to the Defaulting Member, to pursue one or more of the following remedies on behalf of the Company: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) contribute such unpaid portion to the Company, which amount shall be deemed a Temporary Advance and returned to the non-defaulting Member pursuant to Section 3.2 hereof; 14

Defaulting Members. No Defaulting Member may transfer its Interest except (i) as expressly provided under Article 8, and (ii) with the consent of the Nondefaulting Members.

Defaulting Members. In the event that a Member fails to contribute, in a timely manner, any portion of the Capital Commitment required to be contributed by such Member, the Managing Member shall send a notice of such default to such member in accordance with Section 14.10 of this Agreement. If such Member fails or refuses to pay in full such Defaulted Portion of the Capital Commitment within five Business Days after receipt of such notice (the “Default Date”), then such Member (a “Defaulting Member”) shall be in default and shall be subject to the provisions of this Section 4.6.

Defaulting Members. (a) If at any time any Member fails to make all or any portion of any required Capital Contribution on the date specified therefor in accordance with Section 4.2 and such failure shall continue beyond ten (10) Business Days from the date such Capital Contribution is due (each, a “Payment Default”), the Member failing to pay such amounts shall be deemed to be a Defaulting Member under Article XVI. (b) In addition, without limiting any other remedies that may be available pursuant to Article XVI, upon the occurrence of any Payment Default, the non-defaulting Member (the “Non-Defaulting Member”) may, in its sole discretion and upon written notice to the Defaulting Member and the Company, contribute to the Company the Defaulting Member’s share of such requested amount, in which case the Non-Defaulting Member shall designate all of such amount made by the Non-Defaulting Member in respect of the related request therefor (including both the Non-Defaulting Member’s and, if it elects to contribute such amount, the Defaulting Member’s portion thereof) as a loan by the Non-Defaulting Member to the Company (a “Default Loan”). The making of a Default Loan by a Non-Defaulting Member shall not constitute a cure of the breach by the Defaulting Member of its obligations pursuant to this Article IV. Each Default Loan (i) shall be a loan by the Non-Defaulting Member to the Company, (ii) shall bear interest at the Default Rate and (iii) shall be repaid on a priority basis from Operating Cash and Capital Proceeds (with all costs associated with the Default Loan being the responsibility of the Defaulting Member, except that the repayment of principal and interest shall be a Company obligation). The Capital Account of the Non-Defaulting Member shall not be credited with the amount of any Capital Contribution designated as a Default Loan. The repayment of a Default Loan and payment or reimbursement of any interest or expenses thereunder shall not constitute a return of Capital Contributions, shall not reduce the Non-Defaulting Member’s Capital Account, and the receipt of such amounts shall not be considered for purposes of determining the Internal Rate of Return of the Non-Defaulting Member hereunder. In the event Investor makes a Default Loan, such Default Loan shall be structured in a manner that Investor reasonably determines is necessary to ensure such Default Loan’s treatment as a “real estate asset” for purposes of Section 856(c)(5) of the Code.

Defaulting Members. If any Member (a "DEFAULTING MEMBER") fails to make full payment of any portion of any additional Capital Contribution called by the Managing Member pursuant to SECTION 3.5(c), the Managing Member may undertake any one or more of the following steps: (a) The Managing Member may pursue and enforce all rights and remedies the Company may have against such Defaulting Member, including a lawsuit to collect the overdue amount, with interest calculated thereon at a rate equal to 12%. (b) Notwithstanding anything herein to the contrary, from and after any date on which a Defaulting Member's fails to make any additional Capital Contribution pursuant to SECTION 3.5(c), if such Defaulting Member continues to hold Units, such Defaulting Member shall have no right to receive any distributions from the Company until such time as the amount of distributions that would have been made to the Defaulting Member shall have been reduced by an amount equal to the sum of (A) an amount equal to 18% per annum, compounded annually, of the unpaid additional Capital Contribution and (B) an amount equal to the unpaid Capital Contribution, and such reduced amount shall have been distributed to the Investors other than the Defaulting Member pursuant to SECTION 5.2(a) and SECTION 5.3(a).

Defaulting Members. If any Member materially breaches or violates this Agreement or fails to perform any of its respective obligations hereunder (a “Default”), the Board of Directors shall have the right to give such Member (the “Defaulting Member”) a notice of default (a “Notice of Default”). The Notice of Default shall set forth the nature of the Default and a copy thereof shall be given to the Board.

Defaulting Members. The Company shall be entitled to enforce the obligations of each Member to make the contributions specified in this Article, and the Company acting at the direction of Management shall have all remedies available at law or in equity in the event any such contribution is not so made. The Company shall be entitled to recover the reasonable attorney’s fees and other costs of enforcing the Members’ obligations under this Article and shall also be entitled to recover interest on any unpaid contributions, from the due date of such capital contribution, at 400 basis points over the Base Rate from time to time in effect. Article 5 Distributions by the Company

Defaulting Members. Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Unfunded Capital Commitment within ten (10) days after written notice from the other Member (the “Default Date”) that such payment is overdue, the other Member (so long as it is not a Defaulting Member) (a “Non-Defaulting Member”), in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company if such failure has not been cured in full within such ten-day period; provided, that, in the case of TCG BDC, TCG BDC shall be considered a “Defaulting Member” for purposes of this Agreement automatically if TCG BDC fails to make such payment within ten (10) days following the date upon which such payment was due by all Members, and the “Default Date” for TCG BDC shall be considered the 11th day following the date upon which such payment was due, or (y) on the date that a Member becomes a Pledge Defaulting Member (the “Pledge Default Date”), the Pledge Non-Defaulting Member, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company:

Defaulting Members. Notwithstanding any other provision of this Agreement, if any Series A Member fails to make a Capital Contribution as prescribed in Section 5.2 and does not cure such failure within three (3) business days after written notice from the Company of such failure (a “Defaulting Member”), one or more of the following actions will be taken at the direction of the Board: (1) offer the non-Defaulting Members the right to purchase the Defaulting Member’s Series A Units at the lesser of (A) fifty percent (50%) of the Defaulting Member’s cost basis in such Series A Units and (B) fifty percent (50%) of the fair market value of such Units; (2) specially allocate future distributions due the Defaulting Member to the non-Defaulting Members until an amount has been distributed that is equal to four hundred percent (400%) of the amount of the defaulted Capital Contribution; (3) pursue any remedy that may exist under applicable Law; and (4) take any other action agreed to by the Board. Any amounts that would be distributed to the Defaulting Member but for this Section 5.3 shall be distributed to the non-Defaulting Members. Whenever the vote, consent or decision of the Members is required or permitted pursuant to this Agreement, no Defaulting Member shall be entitled to participate in such vote, to offer or withhold its consent, or to make such decision, and such vote, consent or decision shall be made as if such Defaulting Member were not a Member. Any such vote, consent or decision shall be binding on such Defaulting Member.