Default in Making Capital Contributions. (a) Each Limited Partner hereby mortgages, charges, pledges and assigns and grants a security interest in its Interest to the Partnership as security for the performance of its obligations to make Capital Contributions when called for by the General Partner in accordance with Section 3.2 or 3.3 hereof (and for any other amounts required to be paid by such Limited Partner pursuant to this Section 3.5) and to make reimbursements to the Partnership pursuant to Section 5.6 hereof, and hereby grants to the Partnership all rights available to a secured party under applicable law and authorizes the General Partner to file from time to time financing statements on Form UCC-1 and any other documents in such jurisdictions as the General Partner may reasonably deem necessary or advisable to perfect the security interest granted hereunder. Each Limited Partner hereby irrevocably constitutes and appoints the General Partner as its attorney-in-fact to execute any documents necessary to carry out the terms of this Section 3.5. Each Limited Partner hereby acknowledges that such power of attorney is given by way of security for the performance of the obligations herein contained, is irrevocable for purposes of Section 17-204(c) of the Delaware Act and is transferable to any successor of the General Partner. The pledges and assignments of each Limited Partner created and perfected pursuant to this Section 3.5(a): (i) shall be prior and superior to any other pledges or assignments of Interests in the Partnership created from time to time (except in connection with any Credit Facility secured by the Capital Commitments); (ii) shall constitute a continuing lien on such Interests following any Transfers of all or a portion of such Interests or any foreclosure or other exercise of remedies pursuant to Section 3.5(b) below; and (iii) provided such Limited Partner is not a defaulting Limited Partner pursuant to Section 3.5(b) hereof, shall terminate upon such date as such Limited Partner shall have no further obligation to make any additional Capital Contributions to the Partnership or to fund or reimburse withholding obligations pursuant to Section 5.6 hereof.
Default in Making Capital Contributions. (a) Any Limited Partner that fails to make, when due, all or any portion of the Capital Contribution required to be contributed by such Limited Partner to the Partnership pursuant to this Agreement may, in the sole discretion of the General Partner, be charged an additional amount on the unpaid balance of any such Capital Contribution at the rate of [REDACTED] from the date such balance was due and payable through the date full payment for such balance is actually made, and to the extent such additional amount is not otherwise paid such additional amount may be deducted from any distribution to such Limited Partner. Any such additional amount owed to the Partnership shall be allocated and distributed to the other Partners in accordance with their Participation Percentages. Upon the failure of a Limited Partner to make the entire Capital Contribution required to be made by such Limited Partner when called for by the General Partner in accordance with the provisions hereof, which failure is not cured within five (5) Business Days following notice from the General Partner to the defaulting Limited Partner of such failure, the General Partner may declare such Limited Partner to be in default (any such Limited Partner, a “Defaulting Limited Partner”) and may, in addition to, but without duplication of, the remedies available to the General Partner under Section 3.03(b) and Section 3.03(c) at its option (exercisable in its sole discretion):
Default in Making Capital Contributions
