Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten (10) days after written notice from any other Member (the “Default Date”) that such payment is overdue, each of the other Members, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day period:
(i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have;
(ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and
(iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8. Except as set forth below, the non-defaulting Members’ election to pursue any one of such remedies shall not be deemed to preclude such Members from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently.
(b) Notwithstanding any provision of this Agreement to the contrary,
(i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and
(ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, that the Company shall have the right, but not the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the Company.
Defaulting Members. No Defaulting Member may Transfer any of its Interest except with the consent of the Non-Defaulting Member and subject to Section 9.2(a).
Defaulting Members. If any Class A Member fails to timely contribute its full Initial Class A Funding Percentage of a Capital Call that such Class A Member is required to contribute pursuant to Section 4.1(e)(i) and at least one other Class A Member timely contributes its full Class A Sharing Percentage of such Capital Call amount (the “Non-Defaulting Member”), then the Company or a Non-Defaulting Member shall deliver a written notice of default (a “Default Notice”) to the Defaulting Member setting forth the amount such Defaulting Member failed to timely fund. If the Defaulting Member’s full Initial Class A Funding Percentage of such Capital Call amount is not received by the Company from such Class A Member within ten (10) Business Days after delivery of the Default Notice (the “Default Cure Period”), then:
(i) such Class A Member shall be deemed a “Defaulting Member” and if the Defaulting Member is Carbon, then Supermajority of the Voting Power shall not require the affirmative vote of a Carbon Designee; if the Defaulting Member is Yorktown, then Supermajority of the Voting Power shall not require the affirmative vote of a Yorktown Designee; and if the Defaulting Member is Old Ironsides, then a Majority of the Voting Power shall not require the affirmative vote of an Old Ironsides Designee;
(ii) the Defaulting Member shall not be entitled to participate in any future Capital Calls pursuant to Section 4.1 or as a Preemptive Rights Member pursuant to Section 4.4;
(iii) each Non-Defaulting Member shall have the option, exercisable in its sole and absolute discretion to either (A) fund all or a portion of the Defaulting Member’s Unfunded Amount and to treat such funding of the Unfunded Amount as either an additional Capital Contribution, subject to Section 4.8 (an “Optional Contribution”), or (B) by delivery of written notice to the Company and the Defaulting Member within twenty (20) Business Days after the date the Default Notice is delivered to the Defaulting Member, require the Company to return to the Non-Defaulting Member up to 100% of the amount contributed by the Non-Defaulting Member to the Company in connection with such Capital Call;
(iv) the Non-Defaulting Member(s) may fund the Defaulting Member’s Initial Class A Funding Percentage of all subsequent Capital Call amounts as Optional Contributions until the Defaulting Member’s Capital Commitment has been fully funded; and “Class A Sharing Percentage” for purposes of Section 4.1(i) and Section 4.4 shall be calculated ...
Defaulting Members. If any Member (a "Defaulting Member") ------------------ ----------------- fails to make full payment of any portion of any additional Capital Contribution called by the Managing Member pursuant to Section 3.5(c), the Managing Member -------------- may undertake any one or more of the following steps:
(a) The Managing Member may pursue and enforce all rights and remedies the Company may have against such Defaulting Member, including a lawsuit to collect the overdue amount, with interest calculated thereon at a rate equal to 12%.
(b) Notwithstanding anything herein to the contrary, from and after any date on which a Defaulting Member's fails to make any additional Capital Contribution pursuant to Section 3.5(c), if such Defaulting Member -------------- continues to hold Units, such Defaulting Member shall have no right to receive any distributions from the Company until such time as the amount of distributions that would have been made to the Defaulting Member shall have been reduced by an amount equal to the sum of (A) an amount equal to 18% per annum, compounded annually, of the unpaid additional Capital Contribution and (B) an amount equal to the unpaid Capital Contribution, and such reduced amount shall have been distributed to the Investors other than the Defaulting Member pursuant to Section 5.2(b). --------------
Defaulting Members. If any Member materially breaches or violates this Agreement or fails to perform any of its respective obligations hereunder (a “Default”), the Board of Directors shall have the right to give such Member (the “Defaulting Member”) a notice of default (a “Notice of Default”). The Notice of Default shall set forth the nature of the Default and a copy thereof shall be given to the Board.
Defaulting Members. The Company shall be entitled to enforce the obligations of each Member to make the contributions specified in this Article, and the Company acting at the direction of Management shall have all remedies available at law or in equity in the event any such contribution is not so made. The Company shall be entitled to recover the reasonable attorney’s fees and other costs of enforcing the Members’ obligations under this Article, and shall also be entitled to recover interest on any unpaid contributions, from the due date of such capital contribution, at 400 basis points over the Base Rate from time to time in effect. Article 5 Distributions by the Company
Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within the time period specified in the related Capital Call Notice (the Business Day next succeeding the tenth (10th) Business Day immediately following the expiration of such time period being the “Default Date”) in accordance with Section 3.1(a), each non-Defaulting Member, in its sole discretion, shall have the right, without notice to the Defaulting Member, to pursue one or more of the following remedies on behalf of the Company: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) contribute such unpaid portion to the Company, which amount shall be deemed a Temporary Advance and returned to the non-defaulting Member pursuant to Section 3.2 hereof; 14
Defaulting Members. Notwithstanding any other provision of this Agreement, if any Series A Member fails to make a Capital Contribution as prescribed in Section 5.2 and does not cure such failure within three (3) business days after written notice from the Company of such failure (a “Defaulting Member”), one or more of the following actions will be taken at the direction of the Board: (1) offer the non-Defaulting Members the right to purchase the Defaulting Member’s Series A Units at the lesser of (A) fifty percent (50%) of the Defaulting Member’s cost basis in such Series A Units and (B) fifty percent (50%) of the fair market value of such Units; (2) specially allocate future distributions due the Defaulting Member to the non-Defaulting Members until an amount has been distributed that is equal to four hundred percent (400%) of the amount of the defaulted Capital Contribution; (3) pursue any remedy that may exist under applicable Law; and (4) take any other action agreed to by the Board. Any amounts that would be distributed to the Defaulting Member but for this Section 5.3 shall be distributed to the non-Defaulting Members. Whenever the vote, consent or decision of the Members is required or permitted pursuant to this Agreement, no Defaulting Member shall be entitled to participate in such vote, to offer or withhold its consent, or to make such decision, and such vote, consent or decision shall be made as if such Defaulting Member were not a Member. Any such vote, consent or decision shall be binding on such Defaulting Member.
Defaulting Members. In the event that a Member fails to contribute, in a timely manner, any portion of the Capital Commitment required to be contributed by such Member, the Managing Member shall send a notice of such default to such member in accordance with Section 14.10 of this Agreement. If such Member fails or refuses to pay in full such Defaulted Portion of the Capital Commitment within five Business Days after receipt of such notice (the “Default Date”), then such Member (a “Defaulting Member”) shall be in default and shall be subject to the provisions of this Section 4.6.
Defaulting Members. Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Unfunded Capital Commitment within ten (10) days after written notice from the other Member (the “Default Date”) that such payment is overdue, the other Member (so long as it is not a Defaulting Member) (a “Non-Defaulting Member”), in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company if such failure has not been cured in full within such ten-day period; provided, that, in the case of TCG BDC, TCG BDC shall be considered a “Defaulting Member” for purposes of this Agreement automatically if TCG BDC fails to make such payment within ten (10) days following the date upon which such payment was due by all Members, and the “Default Date” for TCG BDC shall be considered the 11th day following the date upon which such payment was due, or (y) on the date that a Member becomes a Pledge Defaulting Member (the “Pledge Default Date”), the Pledge Non-Defaulting Member, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company:
