Common use of Action by a Limited Partner Clause in Contracts

Action by a Limited Partner. If an ERISA Partner shall notify the General Partner that, as a result of (x) the adoption of or amendment to any statute or regulation or a development in the case law or the DOL’s interpretation of the definition of “plan assets” for purposes of ERISA or (y) the failure of the Partnership to comply with an exception set forth in ERISA or any regulations issued thereunder, there is a reasonable likelihood that all or any part of the Partnership’s assets would be deemed to be “plan assets” and the General Partner does not deliver to such ERISA Partner, within thirty (30) days of the receipt of such notice, an opinion of counsel, in form and substance reasonably satisfactory to such ERISA Partner, that such likelihood does not exist, or if the General Partner determines (after consulting with its counsel) that there is a reasonable likelihood that all or any part of the Partnership’s assets would be deemed to be “plan assets,” any such Limited Partner may: (i) request the Partnership to make or, if the Partnership fails to do so, itself make an appropriate application for exemptive relief to the DOL; or (ii) assign all or any portion of its Interest to a third party whose acquisition of such Interest would result in a reduction in the percentage of the Partnership’s assets that are (or might be) treated as though assets of an ERISA Partner (a “Non-Plan Party”), in a transaction that complies with Section 10.1. If the General Partner determines in good faith that there is a reasonable likelihood that any or all of the assets of the Partnership would be deemed to be “plan assets” for purposes of ERISA (and appropriate relief, as determined in its discretion by the General Partner, has not been obtained from the DOL or otherwise), each ERISA Partner will, at the request of the General Partner, use its best efforts to dispose of its entire Interest (or such portion of its Interest as, in the discretion of the General Partner, is sufficient to prevent the Partnership’s assets from being deemed “plan assets” for purposes of ERISA) to a Non-Plan Party at a price reasonably acceptable to such ERISA Partner in a transaction that complies with Section 10.1.

Action by a Limited Partner. If an ERISA Partner shall notify to the General Partner that, as a result of (x) the adoption of or amendment to any statute or regulation or a development in the case law or the DOL’s interpretation of the DOL Regulations regarding the definition of “plan assets” for purposes of ERISA or (y) the failure of the Partnership (i) to be treated as a REOC or (ii) to comply with an any other exception set forth in ERISA or any regulations issued thereundersuch regulations, there is a reasonable likelihood that all or any part of the Partnership’s assets would be deemed to be “plan assets” and the General Partner does not deliver to such ERISA Partner, within thirty (30) days of the receipt of such notice, an opinion of counsel, in form and substance reasonably satisfactory to such ERISA Partner, that such likelihood does not exist, or if the General Partner determines (after consulting with its counsel) that there is a reasonable likelihood that all or any part of the Partnership’s assets would be deemed to be “plan assets,” any such Limited Partner may: (i) accelerate, with the consent of the General Partner, the contribution of its Remaining Capital Commitment so as to avail itself of any “grandfather” provisions that may be applicable under such statute, regulation or interpretation thereof, provided that such early contribution of capital shall not entitle such Limited Partner to receive distributions pursuant to Section 6.2 in respect of the period between the date of such early Capital Contribution and the date the Capital Contribution would have been made in absence of this Section 10.3(a)(i); (ii) request the Partnership to make or, if the Partnership fails to do so, itself make an appropriate application for exemptive relief to the DOL; or (iiiii) assign all or any portion of its Interest to a third party whose acquisition of such Interest would result in a reduction in the percentage of the Partnership’s assets that are (or might be) treated as though assets of an ERISA Partner employee benefit plan (a “Non-Plan Party”), in a transaction that complies with Section 10.1. If the General Partner determines determines, in the good faith exercise of its judgment, that there is a reasonable likelihood that any or all of the assets of the Partnership would be deemed to be “plan assets” for purposes of ERISA (and appropriate relief, as determined in its discretion by the General Partner, has not been obtained from the DOL or otherwise), each ERISA Partner will, at the request of the General Partner, use its best efforts to dispose of its entire Interest (or such portion of its Interest asthat, in the sole discretion of the General Partner, is sufficient to prevent the Partnership’s assets from being deemed “plan assets” for purposes of ERISA) to a Non-Plan Party at a price reasonably acceptable to such ERISA Partner in a transaction that complies with Section 10.1.