Common use of Defaulting Partner Clause in Contracts

Defaulting Partner. A Partner shall be in default of its obligations and responsibilities under this Agreement (a “Defaulting Partner”) if it is determined in accordance with the provisions of Section 15.4 that any of the following events (a “Default”) has occurred and (if cure is permitted by Section 15.3) remains uncured (it being agreed that a Default by either A/B Partner shall result in both A/B Partners being Defaulting Partners): (a) if such Partner withdraws from the Company in violation of this Agreement; (b) if such Partner (or any Holdco Director or Holdco Officer that is an Affiliate of such Partner) (i) has committed fraud, willful misconduct, gross negligence, misappropriation of funds, breach of the implied contractual covenant of good faith and fair dealing or a material breach of this Agreement or the Holdco LLC Agreement, in each case, either (x) in connection with its actions as a Partner under this Agreement (including, in the case of General Partner, actions in its capacity as General Partner); or (y) with respect to fraud, willful misconduct or gross negligence, whether or not in connection with its actions as a Partner under this Agreement but having a material adverse effect on the Company, the other Project Entities and/or the other Partners; or (ii) has committed a Transfer Breach; (c) if a Bankruptcy Event shall occur with respect to any Partner or any general partner of a Partner; (d) with respect to the A/B Partners, the aggregate of all Deficiency Amounts the A/B Partners (and their permitted successors and assigns) have failed to fund is equal to $20,000,000 or more and such Deficiency Amounts shall remain unpaid by the A/B Partners for more than five (5) Business Days; (e) with respect to the Class C LP, the aggregate of all Deficiency Amounts the Class C LP (and its permitted successors and assigns) has failed to fund is equal to $10,000,000 or more and such Deficiency Amounts shall remain unpaid by the Class C LP for more than five (5) Business Days; and (f) with respect to the Class D LP, the aggregate of all Deficiency Amounts the Class D LP (and its permitted successors and assigns) has failed to fund is equal to $10,000,000 or more and such Deficiency Amounts shall remain unpaid by the Class D LP for more than five (5) Business Days.

Defaulting Partner. A Partner shall be in default of its obligations and responsibilities under this Agreement (a “Defaulting Partner”) if it is determined in accordance with the provisions of Section 15.4 that any of the following events (a “Default”) has occurred and (if cure is permitted by Section 15.3) remains uncured (it being agreed that a Default by either A/B Partner shall result in both A/B Partners being Defaulting Partners): (a) if such Partner withdraws from the Company in violation of this Agreement; (b) if such Partner (or any Holdco Director or Holdco Officer that is an Affiliate of such Partner) (i) has committed fraud, willful misconduct, gross negligence, misappropriation of funds, breach of the implied contractual covenant of good faith and fair dealing or a material breach of this Agreement or the Holdco LLC Agreement, in each case, either (x) in connection with its actions as a Partner under this Agreement (including, in the case of General Partner, actions in its capacity as General Partner); or (y) with respect to fraud, willful misconduct or gross negligence, whether or not in connection with its actions as a Partner under this Agreement but having a material adverse effect on the Company, the other Project Entities and/or the other Partners; or (ii) has committed a Transfer BreachBreach ; (c) if a Bankruptcy Event shall occur with respect to any Partner or any general partner of a Partner; (d) with respect to the A/B Partners, the aggregate of all Deficiency Amounts the A/B Partners (and their permitted successors and assigns) have failed to fund is equal to $20,000,000 or more and such Deficiency Amounts shall remain unpaid by the A/B Partners for more than five (5) Business Days; (e) with respect to the Class C LP, the aggregate of all Deficiency Amounts the Class C LP (and its permitted successors and assigns) has failed to fund is equal to $10,000,000 or more and such Deficiency Amounts shall remain unpaid by the Class C LP for more than five (5) Business Days; and (f) with respect to the Class D LP, the aggregate of all Deficiency Amounts the Class D LP (and its permitted successors and assigns) has failed to fund is equal to $10,000,000 or more and such Deficiency Amounts shall remain unpaid by the Class D LP for more than five (5) Business Days.