Common use of Excused Limited Partners Clause in Contracts

Excused Limited Partners. A Limited Partner shall not be required to make any Capital Contributions, or fund any amount from Distributable Proceeds retained pursuant to Section 6.4 (Reinvestment), if the following conditions are met: such Limited Partner has delivered a notification to the General Partner accompanied by a certificate issued by an executive officer of such Limited Partner within five (5) Business Days after the date of the relevant Drawdown Notice, stating that such Limited Partner is entitled to be excused from making such Drawdown based upon such Limited Partner’s reasonable determination that the making of all or a portion of the relevant investment is reasonably likely to have a Material Adverse Effect on such Limited Partner; or the General Partner reasonably determines that (i) such Limited Partner’s making a Capital Contribution with respect to all or a portion of the relevant Investment is reasonably likely to have a Material Adverse Effect, or (ii) the participation of such Limited Partner in all or a portion of the relevant Investment would (A) prevent the Fund from being able to consummate such Investment, (B) result in a material increase in the risk or difficulty to the Fund of consummating such Investment, (C) impose any material filing, tax, regulatory or other similar burden to which the Fund, a Portfolio Company or any Partner or its Affiliate would not otherwise be subject or (D) would otherwise cause the Fund to incur a material extraordinary expense. In the case of a determination by the General Partner pursuant to Section 6.7.1.2, the General Partner shall advise such Limited Partner in writing, no later than five (5) Business Days after the date of the relevant Drawdown Notice, of its intention to invoke the provisions of this Section 6.7.1 and shall deliver to such Limited Partner an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Limited Partner, confirming that the participation by such Limited Partner in the relevant investment is reasonably likely to result in a Material Adverse Effect. If any Limited Partner is excused and does not participate in all or a portion of any Investment pursuant to Section 6.7.1 then such Limited Partner shall be an “Excused Limited Partner” and the General Partner shall immediately inform each other Limited Partner and: if the relevant Capital Contribution has been drawn down from the Excused Limited Partner, or if the relevant amount has been funded from Distributable Proceeds retained pursuant to Section 6.4 (Reinvestment), the Excused Limited Partner shall be repaid such amount within ten (10) Business Days and such amount shall be added to the Excused Limited Partner’s Remaining Commitment; if the relevant Capital Contribution has not been drawn down from the Excused Limited Partner, the Excused Limited Partner shall not be required to advance such Capital Contribution and its Remaining Commitment shall not be reduced by such amount; the Excused Limited Partner shall not be allocated any distributions, income, gain, loss or liability (including any liability to re-advance distributions pursuant to Section 16.3 (Limited Partner Giveback)) which is attributable to all or any portion of any Portfolio Investment in which it does not participate; the Excused Limited Partner shall continue to be obligated to participate in, and contribute to the Fund with respect to, subsequent Portfolio Investments, Fund Expenses and Organizational Expenses, but not Follow-on Investments or Fund Expenses with respect to the original Investment or portion thereof in relation to which it is an Excused Limited Partner; the General Partner may elect to cause the Fund to make such Portfolio Investment without the participation of such Excused Limited Partner or not to make such Portfolio Investment and if the General Partner elects to cause the Fund to make such Portfolio Investment, the General Partner may issue a revised Drawdown Notice to the other Limited Partners in order to increase the Capital Contributions with respect to such Portfolio Investment from such other Limited Partners in proportion to their Remaining Commitments to the extent necessary to fund the excused amount; provided that no Limited Partner shall be obligated as a result thereof to contribute an additional amount in excess of the lesser of such Limited Partner’s Remaining Commitment and [50]% of the total Capital Contributions that such Limited Partner was originally required to make before the Drawdown of such additional amounts; and the General Partner shall be permitted to make such reasonable adjustments to the accounts of the Partners as are necessary to deal equitably among them in relation to an Excused Limited Partner. For the avoidance of doubt, no Limited Partner shall be a Defaulting Partner with respect to any Capital Contribution with respect to which it is an Excused Limited Partner pursuant to this Section 6.7 (Excused Limited Partners). INVESTMENTS

Excused Limited Partners. A Limited The sole consideration to the Defaulting Partner for each portion of such Defaulting Partner's Interest reallocated to a Non-Defaulting Partner shall be the assumption by such Non-Defaulting Partner of the Defaulting Partner's obligation to make both defaulted and future Capital Contributions pursuant to its Commitment that are commensurate with the portion of the Defaulting Partner's Interest being reallocated to such Non-Defaulting Partner. The Defaulting Partner shall not be required receive any payment for any Interest reallocated to make any Capital Contributions, or fund any amount from Distributable Proceeds retained Non-Defaulting Partners pursuant to this Section 6.4 6.6(d)(iii) (ReinvestmentDefaulting Partners.), if including for any funded portion of its related Commitment or such Defaulting Partner's share of any profits not yet distributed, even though the following conditions are met: purchased Interest may actually have significant positive value at the time of such Limited Partner reallocation or purchase; and determine to reduce any portion of such Defaulting Partner's Commitment (which has delivered a notification not been assumed by another Partner) to the General amount of the Capital Contributions (which have not been acquired) made by such Defaulting Partner accompanied by (net of distributions pursuant to Article 14 (Distributions; Allocations)), and the aggregate Commitments of the Fund will be commensurately reduced and any such determination shall be binding on such Defaulting Partner. So long as a certificate issued by an executive officer Defaulting Partner is a Partner in the Fund nothing contained in Section 6.6(d) (Defaulting Partners.) will affect the obligation of such Limited Defaulting Partner within five (5) Business Days after the date to pay any such part of the relevant Drawdown Notice, stating that such Limited Partner is entitled to be excused from making such Drawdown based upon such Limited Partner’s reasonable determination that the making of all or a portion of the relevant investment is reasonably likely to have a Material Adverse Effect on such Limited Partner; or the General Partner reasonably determines that (i) such Limited Partner’s making a Capital Contribution with respect to all or a portion of the relevant Investment is reasonably likely to have a Material Adverse Effect, or (ii) the participation of such Limited Partner in all or a portion of the relevant Investment would (A) prevent the Fund from being able to consummate such Investment, (B) result in a material increase in the risk or difficulty its Remaining Commitment to the Fund in accordance with the terms of consummating such Investmentthis Agreement, (C) impose and the Defaulting Partner will remain fully liable for the fulfilment of its payment obligations under this Agreement, notwithstanding any material filing, tax, regulatory or other similar burden to which the Fund, a Portfolio Company or any Partner or its Affiliate would not otherwise be subject or (D) would otherwise cause rights and remedies the Fund to incur a material extraordinary expense. In the case of a determination by the General Partner pursuant to Section 6.7.1.2, the General Partner shall advise such Limited Partner in writing, no later than five (5) Business Days after the date of the relevant Drawdown Notice, of its intention to invoke the provisions of this Section 6.7.1 and shall deliver to such Limited Partner an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Limited Partner, confirming that the participation by such Limited Partner in the relevant investment is reasonably likely to result in a Material Adverse Effect. If any Limited Partner is excused and does not participate in all or a portion of any Investment pursuant to Section 6.7.1 then such Limited Partner shall be an “Excused Limited Partner” and the General Partner shall immediately inform each other Limited Partner and: if the relevant Capital Contribution has been drawn down from the Excused Limited Partner, or if the relevant amount has been funded from Distributable Proceeds retained may have pursuant to Section 6.4 (Reinvestment), the Excused Limited Partner shall be repaid such amount within ten (10) Business Days and such amount shall be added to the Excused Limited Partner’s Remaining Commitment; if the relevant Capital Contribution has not been drawn down from the Excused Limited Partner, the Excused Limited Partner shall not be required to advance such Capital Contribution and its Remaining Commitment shall not be reduced by such amount; the Excused Limited Partner shall not be allocated any distributions, income, gain, loss or liability (including any liability to re-advance distributions pursuant to Section 16.3 (Limited Partner Giveback)) which is attributable to all or any portion of any Portfolio Investment in which it does not participate; the Excused Limited Partner shall continue to be obligated to participate in, and contribute to the Fund with respect to, subsequent Portfolio Investments, Fund Expenses and Organizational Expenses, but not Follow-on Investments or Fund Expenses with applicable law. With respect to the original Investment or portion thereof any amount that is in relation to which it is an Excused Limited Partner; the General Partner may elect to cause the Fund to make such Portfolio Investment without the participation of such Excused Limited Partner or not to make such Portfolio Investment and if the General Partner elects to cause the Fund to make such Portfolio InvestmentDefault, the General Partner may issue a revised Drawdown Notice to require additional Drawdowns from the other Limited Partners in order to increase the Capital Contributions with respect to such Portfolio Investment from such other Limited Non-Defaulting Partners in proportion to their Remaining Commitments Commitments.84 A Defaulting Partner will cease to have any voting or consent rights as a Limited Partner or with regard to its representative in the LP Advisory Committee (if applicable for such Defaulting Partner), and all acts, consents and decisions with respect to the extent necessary Fund to fund be made by the excused amount; provided that no Limited Partner Partners or the LP Advisory Committee shall be obligated as a result thereof to contribute an additional amount in excess of calculated and made by the lesser other Limited Partners without regard for the Commitment or (if applicable) the LP Advisory Committee member of such Limited Defaulting Partner’s Remaining Commitment and [50]% . No course of the total Capital Contributions that such Limited Partner was originally required to make before the Drawdown of such additional amounts; and dealing between the General Partner and any Defaulting Partner and no delay in exercising any right, power or remedy conferred in this Section 6.6(h) (Defaulting Partners.) now or hereafter existing at law shall be permitted to make operate as a waiver or otherwise prejudice any such reasonable adjustments to the accounts of the Partners as are necessary to deal equitably among them in relation to right, power or remedy. If an Excused Limited Partner. For the avoidance of doubt, no Limited Affiliated Partner shall be becomes a Defaulting Partner Partner, all determinations as to actions or waivers with respect to any Capital Contribution with respect such Affiliated Partner will constitute a conflict for the purposes of Section 9.5 (Other Conflicts of Interest.) and accordingly be subject to which it is an Excused Limited Partner pursuant to this Section 6.7 (Excused Limited Partners). INVESTMENTSthe prior written consent of the LP Advisory Committee.85

Excused Limited Partners. A Limited Partner shall not be required to make any Capital Contributions, or fund any amount from Distributable Proceeds retained pursuant to Section 6.4 (Reinvestment.), if the following conditions are met: such the Limited Partner has delivered a notification to the General Partner accompanied by a certificate issued by an executive officer of such the Limited Partner within [five (5) Business Days Days] after the date of the relevant Drawdown Notice, stating that such the Limited Partner is entitled to be excused from making such Drawdown based upon such the Limited Partner’s 's reasonable determination that the making of all or a portion of the relevant investment is reasonably likely to have a Material Adverse Effect on such the Limited Partner; or the General Partner reasonably determines that (i) such the Limited Partner’s 's making a Capital Contribution with respect to all or a portion of the relevant Investment investment is reasonably likely to have a Material Adverse Effect, or (ii) the participation of such the Limited Partner in all or a portion of the relevant Investment investment would (A) prevent the Fund from being able to consummate complete such Investmentinvestment, (B) result in a material increase in the risk or difficulty to the Fund of consummating completing such Investmentinvestment, (C) impose any material filing, tax, regulatory or other similar burden to which the Fund, a Portfolio Company or any Partner or its Affiliate would not otherwise be subject subject, or (D) would otherwise cause the Fund to incur a material extraordinary expense. In the case of a determination by the General Partner pursuant to Section 6.7.1.26.7(a)(ii) (Excused Limited Partners.), the General Partner shall advise such Limited Partner in writing, no later than [five (5) Business Days Days] after the date of the relevant Drawdown Notice, of its intention to invoke the provisions of this Section 6.7.1 6.7(a) (Excused Limited Partners.) and shall deliver to such Limited Partner an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Limited Partner, confirming that the participation by such Limited Partner in the relevant investment is reasonably likely to result in a Material Adverse Effect. If any Limited Partner is excused and does not participate in all or a portion of any Investment investment pursuant to Section 6.7.1 6.7(a) (Excused Limited Partners.), then such Limited Partner shall will be an “"Excused Limited Partner” and the General Partner shall immediately inform each other Limited Partner " and: if the relevant Capital Contribution has been drawn down from the Excused Limited Partner, or if the relevant amount has been funded from Distributable Proceeds retained pursuant to Section 6.4 (Reinvestment.), the Excused Limited Partner shall be repaid such amount within ten (10) [10 Business Days Days] and such amount shall be added to the Excused Limited Partner’s 's Remaining Commitment; if the relevant Capital Contribution has not been drawn down from the Excused Limited Partner, the Excused Limited Partner shall not be required to advance such Capital Contribution and its Remaining Commitment shall not be reduced by such amount; the Excused Limited Partner shall not be allocated any distributions, income, gain, loss or liability (including any liability to re-advance distributions pursuant to Section 16.3 (Limited Partner Giveback.)) which is attributable to all or any portion of any a Portfolio Investment in which it does not participate; the Excused Limited Partner shall continue to be obligated to participate in, and contribute to the Fund with respect to, subsequent Portfolio Investments, Fund Expenses and Organizational Expenses, but not Follow-on Investments or Fund Expenses with respect to the original Investment or portion thereof in relation to which it is an Excused Limited Partner; the General Partner may elect to cause the Fund to make such Portfolio Investment without the participation of such Excused Limited Partner or not to make such Portfolio Investment and if the General Partner elects to cause the Fund to make such Portfolio Investment, the General Partner may issue a revised Drawdown Notice to the other Limited Partners in order to increase the Capital Contributions with respect to such Portfolio Investment from such other Limited Partners in proportion to their Remaining Commitments to the extent necessary to fund the excused amount; provided that no Limited Partner shall be obligated as a result thereof to contribute an additional amount in excess of the lesser of such Limited Partner’s Remaining Commitment and [50]% of the total Capital Contributions that such Limited Partner was originally required to make before the Drawdown of such additional amounts; and the General Partner shall be permitted to make such reasonable adjustments to the accounts of the Partners as are necessary to deal equitably among them in relation to an Excused Limited Partner. For the avoidance of doubt, no Limited Partner shall be a Defaulting Partner with respect to any Capital Contribution with respect to which it is an Excused Limited Partner pursuant to this Section 6.7 (Excused Limited Partners). INVESTMENTS;