Defaulting Limited Partners. (a) If at any time a Partner shall fail to make a required Capital Contribution to the Partnership when due under a Funding Notice (a “Defaulting Limited Partner”), a Majority Vote of Tier One Parallel Investment Vehicles, acting under the Voting Agreement, may subject such Defaulting Limited Partner to certain adverse consequences, including, but not limited to: (i) interest accruing on the amount of such default and any costs of collection associated therewith commencing on the date such Capital Contribution was due at the lesser of (A) the rate of twenty percent (20%) per annum and (B) the maximum rate permitted by applicable law (such default amount, together with any associated collection costs, including legal fees and expenses, plus any other liability or obligation incurred by the Partnership in connection with such default (but specifically excluding punitive and consequential damages) plus interest being the “Default Amount”); and (ii) causing distributions that would otherwise be made to the Defaulting Limited Partner to be credited against the Default Amount in a manner to be determined pursuant to the Voting Agreement (which such determination shall be based on the determination of a Majority Vote of Tier One Parallel Investment Vehicles). In addition, while any of the Default Amount remains outstanding, the Defaulting Limited Partner shall forfeit its right to vote on matters on which such Defaulting Limited Partner would otherwise be entitled to vote and if the Partnership is a Tier One Parallel Investment Vehicle, the Partnership shall forfeit such portion of its right to vote under the Voting Agreement attributable to such Defaulting Limited Partner’s Consortium Percentage Interest.
Defaulting Limited Partners. 12 5.4 Termination of Employment (other than Tier 1 Limited Partners)..................................14 5.5 Termination of a Tier 1 Limited Partner.........................................................16 5.6 Special Consequences of Termination of Any Profits Limited Partner..............................17 5.7
Defaulting Limited Partners. In the event a Limited Partner shall be in default of his Investor Note or the Pledge and Security Agreement entered into in connection therewith and, as a result of such default, the holder of such Investor Note shall foreclose upon the Limited Partner's Limited Partnership interest in the Partnership or if such interest is sold pursuant to the power of sale contained in the Pledge and Security Agreement, the Holder of such Investor Note may itself (or its agent or designee) (the "Purchaser"), at its election, become a Substituted Limited Partner upon such foreclosure. In the event of a foreclosure or sale pursuant to the Pledge and Security Agreement of the defaulting Limited Partner's Partnership Interest, as provided above, the Purchaser shall become a Substituted Limited Partner with all of the rights and obligations thereof. Each Substituted Limited Partner hereby constitutes and appoints the General Partner, and each officer of the General Partner, with full power of substitution, such Substituted Limited Partner's agent and attorney-in-fact for the purpose of executing and delivering any and all such documents necessary to convey the Interest of such Substituted Limited Partner, if such Substituted Limited Partner shall become a Defaulting Limited Partner, to the Purchaser pursuant to this paragraph, which power of attorney, being coupled with an interest, is irrevocable and shall survive the death, dissolution or incapacity of such Substituted Limited Partner.
Defaulting Limited Partners. If any Limited Partner (a) fails to make, when due, any portion of the Capital Contribution required to be contributed by such Limited Partner pursuant to this Agreement, or any Subscription Agreement or to make any other payment required to be made by it hereunder when required to be made, and such failure continues for seven calendar days, (b) purports to Transfer all or any part of its Interest other than in accordance with this Agreement or (c) otherwise commits a willful and material breach of this Agreement, then such Limited Partner shall be deemed a “Defaulting Limited Partner” and hereby acknowledges and agrees that it shall also be treated as a “Defaulting Investor” under the terms of any BDC Subscription Agreement governing such portion of such BDC Shares held by the Partnership that are attributable to such Limited Partner and that such portion of such BDC Shares held by the Partnership that are attributable to such Limited Partner shall be subject to the remedies available to the BDC under such BDC Subscription Agreement, to the fullest extent permitted by such BDC Subscription Agreement. In connection with the foregoing, the General Partner may in its sole discretion institute a lawsuit against any Defaulting Limited Partner for specific performance of its obligation to make Capital Contributions and any other payments to be made hereunder by a Limited Partner and to collect any overdue amounts hereunder, and each Limited Partner agrees to pay on demand all costs and expenses (including reasonable attorneys’ fees) incurred by or on behalf of the Partnership in connection with the enforcement of this Agreement, any Subscription Agreement against such Limited Partner as a result of a default by such Limited Partner (such costs and expenses, “Enforcement Costs”). No course of dealing between the General Partner and any Defaulting Limited Partner and no delay in exercising any right, power or remedy conferred in this Section 8.3 or now or hereafter existing at law or in equity or by statute or otherwise shall operate as a waiver or otherwise prejudice any such right, power or remedy. No breach by any party of its obligations under this Agreement, any Subscription Agreement shall excuse the performance by any other party of its obligations under this Agreement, any Subscription Agreement. § 8.4
