Failure to Comply with Drawdown Notice. 4.4.1 If any Investor fails to advance to the Partnership the amount which is the subject of a Drawdown Notice by the date of expiry of such Drawdown Notice (a "Defaulting Investor"), and fails to remedy such default on or before the expiry of 30 days' notice from the General Partner requiring the Investor so to do by making payment of the amount due together with interest payable thereon pursuant to Clause 4.4.2, the General Partner shall have the right:
Failure to Comply with Drawdown Notice. (a) Notwithstanding any provision of this Agreement to the contrary, if any Limited Partner fails to advance to the Partnership the amount which is the subject of a Drawdown Notice on or before the date of expiry of such Drawdown Notice, then the Manager shall provide written notice of such failure to such Limited Partner. If such Limited Partner does not advance to the Partnership the amount owing within ten Business Days of receipt of such notice, the Manager may then in its sole discretion allow a Limited Partner up to a further 15 Business Days to make such advance after which the Manager shall cancel (without prejudice to any rights which the Partnership or any Partner may have against such Limited Partner) all of the Capital Contribution of such Limited Partner unless the Manager agrees, in consultation with the Advisory Board, that such cancellation shall not be made.
Failure to Comply with Drawdown Notice. Each Class A Member agrees that timely payment of its obligations under its Capital Commitment is of the essence and that any failure by a Class A Member to meet its obligations thereunder would cause injury to the Company and to the other Class A Members, and that the amount of damages caused by any such injury would be extremely difficult to calculate. If a Class A Member fails to timely fund in full the amount set forth in any Drawdown Notice on or before the expiration of such Drawdown Notice, then (after the expiration of any grace period granted by the Manager in its sole discretion) the Manager shall notify the Class A Member of such failure (the “Default Notice”); provided, however, that the failure to give such notice shall not affect in any way the liability of the Class A Member to make any required contribution or subject the Manager to any liability hereunder or otherwise. The Default Notice may be given by telephone, followed by confirmation by facsimile, by electronic mail (receipt confirmed) or by overnight mail. A Class A Member may cure such failure by making the required payment plus interest at the Prime Rate, within five (5) business days after the Default Notice (the “Cure Period”). A Class A Member that fails to make such payment prior to the expiration of the Cure Period shall be a “Defaulting Member.” Each Defaulting Member shall pay to the Company all costs and expenses incurred by the Company in seeking and obtaining alternative funds to replace the funds not so contributed by the Defaulting Member and in enforcing its rights and remedies against the Defaulting Member. Each Defaulting Member shall execute, deliver and perform such agreements, certificates and other instruments as the Manager shall reasonably request. In addition, and without limiting the foregoing, the Manager, in its sole discretion and in addition to exercising any other rights afforded by law or in equity, may take any or all of the following actions in whole or in part, to which each Class A Member hereby consents: (i) forfeiture of the Defaulting Member’s share of all profits in the Company from and after the expiration of the Drawdown Notice; (ii) prohibition of all Distributions to the Defaulting Member until all Capital Contributions of all other Class A Members have been returned; (iii) conversion of the Defaulting Member from a Class A Member to an Economic Interest Holder with respect to any Class A Units which continue to be owned by such Defaulting M...
