Regulated Partner Matters. In the event that, in its reasonable judgment, the General Partner believes that (i) the investment in the Fund by a Limited Partner that is a governmental plan, foreign plan or other regulated entity (other than a Benefit Plan Investor) (each, a “Regulated Partner”) may result in (A) any violation of any law applicable to such Regulated Partner, (B) the treatment of the assets of the Fund as assets of such Regulated Partner or (C) the treatment of the Fund or the General Partner as a fiduciary under any law applicable to such Regulated Partner and (ii) any of the foregoing conditions will or may result in any adverse consequences to the Fund or the General Partner (both of (i) and (ii), a “Regulatory Issue”), then the General Partner, in its discretion, may (x) require that such Regulated Partner provide (at such Regulated Partner’s expense) an opinion of counsel, reasonably acceptable to the General Partner in form and substance, that no Regulatory Issue exists, or (y) in the event such an opinion is not delivered within a reasonable time after being requested, (1) in accordance with the provisions of Amendment 19 (Amendments; Power of Attorney), amend this Agreement to cure any illegality or adverse consequences to the Fund, (2) amend, terminate or restructure any then-existing or contemplated arrangements to cure any illegality or other adverse consequences to the Fund, (3) redeem such Regulated Partner’s Interest, in whole or in part, at a price reasonably acceptable to such Regulated Partner, (4) require the Transfer of all or a portion of the Regulated Partner’s Interest to one or more Limited Partners, or (5) dissolve the Fund and wind up its affairs in accordance with Article 18 (Term, Dissolution and Winding up of the Fund). Effective upon the date specified by the General Partner in the notice sent to a Regulated Partner notifying such Regulated Partner of the General Partner’s determination to completely or partially redeem such Regulated Partner’s Interest pursuant to Section 8.6.1, such Regulated Partner shall cease to be a Partner of the Fund for purposes of the withdrawn portion of its Interest only and, in addition to its right to receive payment for such Interest, shall continue to be entitled, with respect to its remaining Interest only, to the rights of a Partner under this Agreement including the right to have any allocations made to its Capital Account (as such may be adjusted), the right to receive distributions, and the right to app...
Regulated Partner Matters. 103 (a) 8.6.1 In the event thatIf, in its reasonable judgment, the General Partner believes that (i) the investment in the Fund by a Limited Partner that is a governmental plan, foreign plan or other regulated entity (other than a Benefit Plan Investor) (each, a “"Regulated Partner”") may result in (A) any violation of any law applicable to suchthe Regulated Partner, (B) the treatment of the assets of the Fund as assets of suchthe Regulated Partner, or (C) the treatment of the Fund or the General Partner as a fiduciary under any law applicable to suchthe Regulated Partner, and (ii) any of the foregoing conditions will or may result in any adverse consequences to the Fund or the General Partner (both of (i) 14 To update as needed in the event the Fund anticipates significant participation from Tax Exempt Partners or Non-U.S. Partners. Some funds use parallel funds and others may use corporate blocker structures. 103 This provision is not included in every fund, but is quite common if the fund includes institutional investors. and (ii), a “"Regulatory Issue”"), then the General Partner, in its discretion, may (x) require that suchthe Regulated Partner provide (at suchthe Regulated Partner’'s expense) an opinion of counsel, reasonably acceptable to the General Partner in form and substance, that no Regulatory Issue exists, or (y) in the eventif such an opinion is not delivered within a reasonable time after being requested, (1) in accordance with the provisions of AmendmentArticle 19 (Amendments; Power of Attorney), amend this Agreement to cure any illegality or adverse consequences to the Fund, (2) amend, terminate or restructure any then-existing or contemplated arrangements to cure any illegality or other adverse consequences to the Fund, (3) redeem suchthe Regulated Partner’'s Interest, in whole or in part, [at a price reasonably acceptable tothe Value of such Regulated Partnerinterest], (4) require the Transfer of all or a portion of the Regulated Partner’'s Interest to one or more Limited Partners, or (5) dissolve the Fund and wind up its affairs in accordance with Article 18 (Term, and Dissolution and Winding up of the Fund).
Regulated Partner Matters suchthe Regulated Partner shall cease to be a Partner of the Fund for purposes of the withdrawn portion of its Interest only and, in addition to its right to receive payment for such Interest, shallwill continue to be entitled, with respect to its remaining Interest only, to the rights of a Partner under this Agreement including the right to have any allocations made to its Capital Account (as such may be adjusted), the right to receive distributions, and the right to approve, consent or vote with respect to matters as provided in this Agreement.
Regulated Partner Matters shall be paid by the Fund in cash by paying to suchthe Regulated Partner thea pro rata portion (as defined below) of each distribution that would have been payable to suchthe Regulated Partner had such Interest not been redeemed until the purchase price has been fully paid; provided that (i) if the Regulatory Issue is a result of a breach of a representation, warranty or covenant made by the Regulated Partner whose Interests are being redeemed, or a change in law with respect to such Regulated Partner, the purchase price shall be the lesser of (A) the Value on the applicable redemption effective date and (B) the Value on the date on which cash is allocated to make redemption payments; and (ii) if the Regulatory Issue is not a result of a breach of a representation warranty or covenant made by the Regulated Partner whose Interests are being redeemed, or a change in law applicable to such Regulated Partner, if a Majority in Interest of the Regulated Partners whose Interests are being redeemed at such time disagree with the General Partner’s determination of the Value of the applicable Interests, the General Partner and such Regulated Partners shall negotiate in good faith to resolve such disagreement, and if such parties continue to disagree after negotiations are held, either party may request that an independent evaluator reasonably acceptable to the other party be retained, whose valuation shall be final and binding on the Fund and all of the Partners, and the Fund shall bear the cost of such independent evaluator. The, that the General Partner shallwill be under no obligation to sell, finance or refinance any Fund property or assets or to take any other action to effect such redemption that, in the judgment of the General Partner, may affect adversely affectthe Fund (taking into account the liquidity needs of the Fund) or any Partner.] For purposes of the preceding sentence, a Regulated Partner’s "pro rata portion" of a distribution shall be an amount equal to the amount the Regulated Partner would have received in respect of the redeemed Interest had such Interest not been redeemed.
