Common use of Discontinuation of Participation Generally Clause in Contracts

Discontinuation of Participation Generally. General Partner may discontinue any Limited Partner’s participation in a Portfolio Investment if the Limited Partner represents to General Partner in writing, or General Partner determines, that there is a reasonable likelihood that the continuation of such Limited Partner’s participation therein will have a Material Adverse Effect. General Partner may thereafter take reasonable steps to discontinue such Limited Partner’s participation in such Portfolio Investment, including causing a portion of such Portfolio Investment equal to such Limited Partner’s Distribution Percentage thereof promptly to be sold. General Partner shall make the appropriate adjustments to the Distribution Percentages and capital accounts to reflect any actions taken. If at any time a Limited Partner represents to General Partner in writing that there is a reasonable likelihood that the continuing participation in the Fund by such Limited Partner will have a Material Adverse Effect, such Limited Partner will be entitled to assign its entire Interest (or such portion thereof as is sufficient to prevent or remedy such Material Adverse Effect) to any Person selected by the Limited Partner and approved in writing by General Partner at a price acceptable to such Limited Partner and General Partner. If such Limited Partner has not assigned its entire Interest (or such portion thereof as is sufficient to prevent or remedy such Material Adverse Effect) within 60 days of the original notification, then, notwithstanding anything to the contrary herein, the Limited Partner shall have the right to do any or all of the following to prevent or remedy the Material Adverse Effect: cease making Capital Contributions with respect to future Portfolio Investments and reduce its Capital Commitment accordingly; offer to any Person, including any other Limited Partner, the opportunity to purchase all or a portion of such Limited Partner’s Interest; and/or require General Partner to liquidate all or any portion of such Limited Partner’s Interest or make a special distribution in respect of such Interest to such Limited Partner in an amount equal to the amount such Limited Partner would receive if the Fund were to be dissolved and liquidated at such time (which distribution may be in-kind if cash is not reasonably available). A Capital Contribution to the Fund or participation in a Portfolio Investment or in the Fund by any Limited Partner shall have a material adverse effect if the Limited Partner determines that such contribution or participation, when taken by itself or together with the contribution or participation by any other Partner(s), is reasonably likely to (i) result in a violation of a statute, rule, regulation or order of any governmental authority which is reasonably likely to jeopardize the ability of the Fund to consummate an Investment or to have a material adverse effect on such Limited Partner or any of its Affiliates, (ii) subject a Portfolio Company, such Limited Partner, the Fund or any Affiliate of the foregoing to any material filing, material regulatory requirement or material tax to which it would not otherwise be subject, or materially increase such tax, or make such filing or regulatory requirement substantially more burdensome, or (iii) result in any Securities or other assets owned by the Fund being deemed to be “plan assets” under ERISA (each, subpart (i), (ii) and (iii), a “Material Adverse Effect”). If General Partner determines that a Limited Partner’s participation in the Fund is reasonably likely to cause (i) the Fund or any of its Affiliates to be in violation of securities laws of the United States or any other relevant jurisdiction or the rules of any self-regulatory organization applicable to General Partner or any of its Affiliates, (ii) the Fund to be required to register as an “Investment Company” under the Investment Company Act of 1940, as amended, or (iii) the assets of the Fund to be deemed “planned assets” under applicable laws, General Partner may cause the Fund and such Limited Partner to take whatever action is reasonably necessary to cure or avoid the foregoing, including limiting such Limited Partner’s voting right in the Fund to not exceed 9.99% of the total voting rights held by all Partners of the Fund.

Discontinuation of Participation Generally. General Partner may discontinue any Limited Partner’s participation in a Portfolio Investment if the Limited Partner represents to General Partner in writing, or the General Partner determines, that there is a reasonable likelihood that the continuation of such Limited Partner’s participation therein will have a Material Adverse Effect. General Partner may thereafter take reasonable steps to discontinue such Limited Partner’s participation in such Portfolio Investment, including causing a portion of such Portfolio Investment equal to such Limited Partner’s Distribution Percentage thereof promptly to be sold. General Partner shall make the appropriate adjustments to the Distribution Percentages and capital accounts to reflect any actions taken. If at any time a Limited Partner represents to General Partner in writing that there is a reasonable likelihood that the continuing participation in the Fund by such Limited Partner will have a Material Adverse Effect, such Limited Partner will be entitled to assign its entire Interest (or such portion thereof as is sufficient to prevent or remedy such Material Adverse Effect) to any Person selected by the Limited Partner and approved in writing by General Partner at a price acceptable to such Limited Partner and General Partner. If such Limited Partner has not assigned its entire Interest (or such portion thereof as is sufficient to prevent or remedy such Material Adverse Effect) within 60 days of the original notification, then, notwithstanding anything to the contrary herein, the Limited Partner shall have the right to do any or all of the following to prevent or remedy the Material Adverse Effect: cease making Capital Contributions with respect to future Portfolio Investments and reduce its Capital Commitment accordingly; offer to any Person, including any other Limited Partner, the opportunity to purchase all or a portion of such Limited Partner’s Interest; and/or require General Partner to liquidate all or any portion of such Limited Partner’s Interest or make a special distribution in respect of such Interest to such Limited Partner in an amount equal to the amount such Limited Partner would receive if the Fund were to be dissolved and liquidated at such time (which distribution may be in-kind if cash is not reasonably available). A Capital Contribution to the Fund or participation in a Portfolio Investment or in the Fund by any Limited Partner shall have a material adverse effect if the Limited Partner determines that such contribution or participation, when taken by itself or together with the contribution or participation by any other Partner(s), is reasonably likely to (i) result in a violation of a statute, rule, regulation or order of any governmental authority which is reasonably likely to jeopardize the ability of the Fund to consummate an Investment or to have a material adverse effect on such Limited Partner or any of its Affiliates, (ii) subject a Portfolio Company, such Limited Partner, the Fund or any Affiliate of the foregoing to any material filing, material regulatory requirement or material tax to which it would not otherwise be subject, or materially increase such tax, or make such filing or regulatory requirement substantially more burdensome, or (iii) result in any Securities or other assets owned by the Fund being deemed to be “plan assets” under ERISA (each, subpart (i), (ii) and (iii), a “Material Adverse Effect”). If General Partner determines that a Limited Partner’s participation in the Fund is reasonably likely to cause (i) the Fund or any of its Affiliates to be in violation of securities laws of the United States or any other relevant jurisdiction or the rules of any self-regulatory organization applicable to General Partner or any of its Affiliates, (ii) the Fund to be required to register as an “Investment Company” under the Investment Company Act of 1940, as amended, or (iii) the assets of the Fund to be deemed “planned assets” under applicable laws, General Partner may cause the Fund and such Limited Partner to take whatever action is reasonably necessary to cure or avoid the foregoing, including limiting such Limited Partner’s voting right in the Fund to not exceed 9.99% of the total voting rights held by all Partners of the Fund.