This excerpt taken from the GHL 8-K filed Apr 5, 2005.
Material Adverse Effect if:
The General Partner shall not be liable to any Investor or the Partnership for any failure to permit or require an Investor to be excused from making all or a portion of any required Capital Contribution pursuant
to this Section 5.03(b), except for any liability primarily attributable to the General Partners gross negligence or bad faith.
(c) Any Capital Contribution as to which an Investor is excused shall in no way affect such Investors Available Capital Commitment, and any such excuse shall not affect such Investors obligation to make other Capital Contributions.
(d) If any Investor is excused from making all or a portion of any required Capital Contribution in respect of any Investment pursuant to this Section 5.03, the General Partner may, in its discretion, take any or all of the following actions with respect to the amount that is excused and remains to be funded:
If the General Partner elects to take the action specified in Section 5.03(d)(i) with respect to any portion of the amount that is excused, the General Partner shall deliver an additional Drawdown Notice in accordance with Section 5.02(c) to each Investor who is not an Excused Investor in respect of the applicable Investment, and the required Capital Contribution of each such Investor shall be increased by an amount equal to the product of (A) such Investors Available Commitment Percentage (calculated (x) after giving effect to the Capital Contributions specified in any prior Drawdown Notice and (y) without giving effect to the Available Capital Commitment of the General Partner and each Investor who is an Excused Investor in respect of such Investment) multiplied by (B) the applicable portion of the Capital Contribution that remains to be funded; provided that (1) if (but only to the extent) necessary to address tax or regulatory considerations applicable to, or arising in connection with, the applicable Investment, the General Partner may, in its discretion, require that such applicable portion of the Capital Contribution be funded by Capital Contributions made only by the Investors in one or more Investment Portions with respect to such Investment that are not affected by such accounting, tax or regulatory considerations, pro rata in proportion to their Available Commitment Percentages (calculated (x) after giving effect to the Capital Contributions specified in any prior Drawdown Notice and (y) without giving effect to the Available Capital Commitment of the General Partner, each Investor who is an Excused Investor in respect of such Investment, and the Investors in any Investment Portion that are
affected by such accounting, tax or regulatory considerations) and (2) in the event that an Investor is excused pursuant to this Section 5.03, no other Investor shall be required to make a Capital Contribution in excess of 130% of the Capital Contribution that would otherwise have been required from such Investor but for the provisions of this Section 5.03(d) and Section 5.04(e).
Section 5.04. Default by Investors. (a) Each of the General Partner and each Investor agree that payment of its required Capital Contributions and amounts required pursuant to Section 2.04 when due is of the essence, that any Default by any Investor would cause injury to the Partnership and to the General Partner and the other Investors and that the amount of damages caused by any such injury would be extremely difficult to calculate. Accordingly, if at any time an Investor shall Default, the amount of such Default (the