Plan Asset Event Sample Clauses

Plan Asset Event. Should the General Partner reasonably determine that the continued participation of an ERISA Partner would result in the assets of the Fund being deemed Plan Assets of such ERISA Partner (a “Plan Asset Event”), the General Partner shall so notify each of the ERISA Partners in writing as soon as reasonably practicable following such determination. Thereafter, the General Partner shall take reasonable steps to correct or cure the Plan Asset Event and, if the General Partner determines that it is not reasonably likely that the Fund’s Plan Asset Event can be reasonably corrected or cured, taking into account the overall interest of the Fund, the General Partner shall terminate the Fund and wind up its affairs in accordance with Section 13. In connection with the foregoing obligation, in addition to any other powers the General Partner may have, the General Partner shall have the authority to take any of the following actions, in its sole discretion and considering the best interests of the Fund: (i) any action necessary or desirable, in the General Partner’s reasonable judgment, to cure the Plan Asset Event; (ii) in accordance with, and subject to, the provisions of Section 15.2, amend this Agreement to cure any illegality or other adverse consequences to the Fund; (iii) amend, terminate or restructure any then existing or contemplated arrangements to cure any illegality or other adverse consequences to the Fund; (iv) require the sale of all or any portion of any ERISA Partner’s Interest in the Fund to the Fund or other Persons at the Fair Market Value thereof, in a transaction that complies with Section 11.1 or (v) terminate the Fund and wind up its affairs in accordance with Section 13. Unless such action results from the failure of the General Partner to comply with the Substantial Participation Test or with any other exception set forth in the DOL Regulations to prevent the assets of the Fund from being treated as Plan Assets because the General Partner contravenes any provision of this Agreement hereof, all costs and expenses in connection with Section 11.3 shall be paid by such Limited Partner, to the extent permitted under ERISA and regulations and rulings thereunder.