Terms and Conditions; Capital Contributions. Except as otherwise provided in this Agreement, the Capital Contributions of the Limited Partners shall be paid in separate Drawdowns in amounts determined pursuant to the terms of this Section 6.2 (Terms and Conditions; Capital Contributions), subject to the following terms and conditions:
Terms and Conditions; Capital Contributions. Except as otherwise provided in this Agreement, the Capital Contributions of the Limited Partners shall be paid in separate Drawdowns in amounts determined pursuant to the terms of this Section 6.2 (Terms and Conditions; Capital Contributions), subject to the following terms and conditions: the General Partner shall provide each Limited Partner with a notice of any Drawdown (a “Drawdown Notice”), describing in reasonable detail the purposes of such Drawdown consistent with the requirements of the ILPA Capital Call and Distribution Notice Template (and including at least a description of any relevant Portfolio Investment and Portfolio Company and a breakdown of the amounts of such Drawdown to be used to pay the Acquisition Cost of any Portfolio Investment, Fund Expenses or Management Fees), to be delivered at least ten (10) Business Days prior to the date on which such Drawdown is due and payable (the “Due Date”);
Terms and Conditions; Capital Contributions from time to time by the Partners pursuant to a Drawdown Notice.
Terms and Conditions; Capital Contributions with the intention and the effect that each Limited Partner has the opportunity to exercise any right to be an Excused Limited Partner that it would have had pursuant to Section 6.7 (Excused Limited Partners.) if the Acquisition Cost of such Portfolio Investment had been entirely funded by Drawdowns. The amount of Distributable Proceeds so retained will be deemed for all purposes of this Agreement to have been distributed to such Limited Partner and then recontributed to the Fund by the Limited Partner as a Capital Contribution on the same date.
Terms and Conditions; Capital Contributions subject to the following terms and conditions:
Terms and Conditions; Capital Contributions and specified in the relevant Drawdown Notice by wire transfer in immediately available funds to the account specified therein;
Terms and Conditions; Capital Contributions and the Organizational Expenses payable by the Fund, suchthe Limited Partner’'s pro rata share (based on the Commitments of all Limited Partners) of the amount required to pay such Fund Expenses; and
Terms and Conditions; Capital Contributions and Article 16 (Exculpation and Indemnification)) with respect to any Portfolio Investments made or indebtedness of the Fund incurred, on or before the date of removal (including Portfolio Investments with respect to which final approval of the General Partner’'s or Fund Manager’'s investment committee has been given and legally binding commitments have been entered into by the Fund prior to the date of such removal) and any related Follow-on Investments, and (ii) the removed General Partner and the Fund Manager shallwill continue to be bound by the provisions of Section 14.7(a) (Clawback.); (e) 10.2.5 notwithstanding Section 10.2.210.2(b) (Consequences of Removal Notice.) above, at any time on or after the date of a Removal for Cause Notice or a Removal Without Cause Notice, by delivery of written notice to an Affiliated Partner, a Majority in Interest may require suchthe Affiliated Partner to transfer a portion or all of its Interest to such Person as a Majority in Interest may approve in consideration for the issue to such Affiliated Partner by the Fund of a non-interest bearing promissory note or equivalent instrument, pursuant to which suchthe Affiliated Partner is entitled to receive payments in such amounts and at such times as it would have received pursuant to Section 10.2.210.2(b) (Consequences of Removal Notice.) if it had continued to be a Limited Partner; and
Terms and Conditions; Capital Contributions and specified in the relevant Drawdown Notice by wire transfer in immediately available funds to the account specified therein; Drawdowns shall be paid no later than on the Due Date specified in a Drawdown Notice; and the amount of Capital Contributions required to be advanced by each Limited Partner pursuant to a Drawdown Notice shall be determined in accordance with the following provisions, in each case up to an amount not exceeding the Limited Partner's Remaining Commitment: in the case of a Drawdown to be used to acquire a Portfolio Investment (other than a Follow-on Investment), with respect to each Limited Partner (other than an Excused Limited Partner), the Limited Partner's pro rata share (based on the Remaining Commitments of all Limited Partners other than Excused Limited Partners) of the amount required to acquire such Portfolio Investment; in the case of a Drawdown to be used to make a Follow-on Investment or to pay Fund Expenses attributable to a particular Portfolio Investment, with respect to each Limited Partner, the Limited Partner's pro rata share (based on the Limited Partners' Sharing Percentages for such Portfolio Investment) of the aggregate amount required to make such Follow-on Investment or to pay such Fund Expense; in the case of a Drawdown to be used to pay Fund Expenses other than Fund Expenses described in Section 6.2(d)(ii) (Terms and Conditions; Capital Contributions.) and the Organizational Expenses payable by the Fund, the Limited Partner's pro rata share (based on the Commitments of all Limited Partners) of the amount required to pay such Fund Expenses; and in the case of a Drawdown to be used to pay Management Fee, with respect to each Limited Partner, the amount calculated with respect to the Limited Partner in accordance with Section 8.4 (Management Fee.).
Terms and Conditions; Capital Contributions and Article 16 (Exculpation and Indemnification)) with respect to any Portfolio Investments made or indebtedness of the Fund incurred, on or before the date of removal (including Portfolio Investments with respect to which final approval of the General Partner's or Manager's investment committee has been given and legally binding commitments have been entered into by the Fund prior to the date of such removal) and any related Follow-on Investments, and (ii) the removed General Partner and the Manager will continue to be bound by the provisions of Section 14.7(a) (Clawback.); notwithstanding Section 10.2(b) (Consequences of Removal Notice.) above, at any time on or after the date of a Removal for Cause Notice or a Removal Without Cause Notice, by delivery of written notice to an Affiliated Partner, a Majority in Interest may require the Affiliated Partner to transfer a portion or all of its Interest to such Person as a Majority in Interest may approve in consideration for the issue to such Affiliated Partner by the Fund of a non-interest bearing promissory note or equivalent instrument, pursuant to which the Affiliated Partner is entitled to receive payments in such amounts and at such times as it would have received pursuant to Section 10.2(b) (Consequences of Removal Notice.) if it had continued to be a Limited Partner; and each of the removed General Partner and the Manager hereby irrevocably constitutes and appoints any such Person as may be stipulated in any Removal For Cause Notice or a Removal Without Cause Notice (and any of such Person's officers, employees or directors), with full power of substitution, as the attorney[, mandatary]115 and agent of the removed General Partner and the Manager (as the case may be), to sign, acknowledge, verify, swear to, deliver, record and file, in its or its assignee's name, place and stead, all instruments, documents, forms and certificates that may from time to time be required by the laws of any jurisdiction to give effect to this Article 10 (Removal of the General Partner; Termination of the Fund) including the power and authority to sign, verify, swear to, acknowledge, deliver, record and file all forms, certificates and other instruments, including any amendments to this Agreement, as may be necessary or desirable for such purposes.
