Investor Default. At all times when an Event of Default has occurred and is continuing, if any applicable Investor is delinquent funding a Capital Call or otherwise in breach of any of its obligations to any Borrower, then such Borrower shall exercise its available remedies as to such Investor (other than the delivery of a defaulted payment notice) only with the written consent of Administrative Agent.
Investor Default. At all times when an Event of Default has occurred and is continuing and any Investor has failed to fund any Capital Contribution when due or otherwise defaulted on any of its obligations to any Credit Party, then such Credit Party shall exercise its available remedies as to such Investor only with the written consent of the Administrative Agent, at the direction of the Required Lenders.
Investor Default. At all times when a Fund Group Event of Default has occurred and is continuing with respect to any Credit Party’s Fund Group and any Investor of such Fund Group has failed to fund any Capital Contribution to such Fund Group when due or otherwise defaulted on any of its obligations to any Credit Party in such Fund Group, then such Credit Party shall exercise its available remedies as to such Investor only with the written consent of the Administrative Agent, at the direction of the Required Lenders.
Investor Default. To the extent the Borrower has outstanding Obligations under this Credit Agreement or any other Loan Document, in the event that any Investor fails to fund any Capital Contribution pursuant to a Capital Call when due or otherwise defaults on any of its obligations to any Borrower, then during the continuance of an Event of Default, such Borrower shall exercise any discretion it may have with respect to its available remedies as to such Investor only with the written consent of the Administrative Agent, at the direction of the Required Lenders.
Investor Default. At all times when an Event of Default has occurred and is continuing and any Investor has failed to fund any Capital Contribution when due, then the applicable Borrower or Feeder Fund shall exercise its available remedies as to such Investor only with the written consent of the Administrative Bank, at the direction of the Required Lenders.
Investor Default. If the Investor fails to fund (or cause to be funded) any Installment in full when due under Section 1.3 (a “Default”) and that Default continues for 20 days, then the amount unfunded will accrue a late fee from the date it was due (i.e., without giving effect to the 20-day grace period) until the date it is funded in full at a rate equal to ***% per annum (or, if such rate is not permitted by applicable Law, such lower rate that is the highest rate permitted by applicable Law). If the Default continues for 60 days, then all of the Investor’s rights (but not obligations) under Section 1.6 and Articles 7, 8 and 9 will be suspended without any other further action until the unfunded amount then due shall have been received in full by the Company Parties unless those rights have otherwise terminated pursuant to this Agreement.
Investor Default. If Investor defaults in the observance or performance of its covenants and obligations hereunder, and such default continues for the greater of five (5) Business Days after the date of receipt of written notice from Existing Members demanding cure of such default, or the expiration of other applicable cure periods set forth in this Agreement, Existing Members shall be entitled, as its sole and exclusive remedy hereunder (except with respect to any right, obligation or liability which survives Closing or termination of this Agreement, including the indemnification obligation of Investor set forth in Paragraph 4.3), to Terminate this Agreement by written notice to Investor of such termination and to receive payment of the Deposit as full liquidated damages for such default of Investor the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to estimate the damages to be suffered by Existing Members upon Investor’s default, that such forfeiture of the Deposit is intended not as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Existing Members’ actual damages which would be suffered by Existing Members in the event of default by Investor. Except with respect to any right, obligation or liability which survives Closing or termination of this Agreement, including the indemnification obligation of Investor set forth in Paragraph 4.3, Existing Members’ right to Terminate this Agreement and receive payment of the Deposit as full liquidated damages, are Existing Members’ sole and exclusive remedies in the event of default hereunder by Investor, and Existing Members hereby waive, relinquish and release any and all other rights and remedies (except any that survive termination pursuant to the express provisions of this Agreement), including, but not limited to: (1) any right to xxx Investor or its affiliates for damages or to prove that Existing Members’ actual damages exceed the Deposit which is hereby provided Existing Members as full liquidated damages, (2) any right to xxx Investor for specific performance, or (3) any other right or remedy which Existing Members may otherwise have against Investor or its affiliates, either at law, or equity or otherwise.
Investor Default. At all times when an Event of Default has occurred and is continuing and the Investor has failed to fund any Capital Contribution when due or otherwise defaulted on any of its obligations to the Borrower, then the Borrower shall exercise its available remedies as to the Investor only with the written consent of the Administrative Agent, at the direction of the Required Lenders; provided, that such consent shall be deemed to have been given if the Administrative Agent does not respond to the Borrower’s written request for such consent within seven (7) Business Days of the delivery of such request.
Investor Default. After the Closing Date, at any time (such time being referred to as a “determination time”), either (i) three (3) or more non-affiliated Investors of Aggregator Fund included in the Borrowing Base having Capital Commitments constituting twelve percent (12%) or greater of the aggregate Capital Commitments of all Investors of Aggregator Fund included in the Borrowing Base continue to be in default at such determination time on their respective obligations to pay Capital Calls if such payments had not been made within thirty (30) days of the dates the respective corresponding Capital Calls were due (following the expiration of any applicable notice or cure period under the relevant Operating Agreement in respect thereof) or (ii) Investors of Aggregator Fund having Capital Commitments constituting twenty percent (20%) or greater of the aggregate Capital Commitments of all Investors of Aggregator Fund continue to be in default at such determination time on their respective obligations to pay Capital Calls if such payments had not been made within thirty (30) days of the dates the respective corresponding Capital Calls were due (following the expiration of any applicable notice or cure period under the relevant Operating Agreement in respect thereof).
Investor Default. IN THE EVENT THE CLOSING IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF THE INVESTOR, INVESTOR AND BCSP AGREE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE THE AMOUNT AND EXTENT OF DETRIMENT TO BCSP. INVESTOR AND BCSP THEREFORE AGREE THAT IF INVESTOR DEFAULTS HEREUNDER INVESTOR’S DEPOSIT PLUS ACCRUED INTEREST THEREON IS A REASONABLE ESTIMATE OF BCSP’S DAMAGES AND THAT BCSP SHALL BE ENTITLED TO SAID SUM AS LIQUIDATED DAMAGES, WHICH SHALL BE BCSP’S SOLE AND EXCLUSIVE REMEDY, EITHER AT LAW OR IN EQUITY, AS A RESULT OF SUCH DEFAULT. IN SUCH EVENT, THE ESCROW AGENT SHALL UPON WRITTEN DEMAND BY BCSP WITHOUT JOINDER OF INVESTOR, IMMEDIATELY DELIVER THE DEPOSIT PLUS ACCRUED INTEREST THEREON TO BCSP. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS AND PROVISIONS OF THIS SECTION, INVESTOR AND BCSP HAVE SEPARATELY INITIALED THIS SECTION. BCSP HEREBY WAIVES ANY AND ALL BENEFITS BCSP MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 3389. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 10.3 SHALL LIMIT ANY RECOVERY BY BCSP UNDER ANY INDEMNITIES MADE BY INVESTOR HEREIN OR BCSP’S RIGHTS TO ANY ATTORNEYS’ FEES OR COSTS RECOVERABLE BY BCSP HEREUNDER. THE PAYMENT OF THE DEPOSIT TO BCSP IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT INSTEAD, IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO BCSP PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. BCSP INITIALS: MTG INVESTOR’S INITIALS: ML
