Common use of Regulated Partner Matters Clause in Contracts

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Interest pursuant to Section 8.6.1, such Regulated Partner shall cease to be a Partner of the Fund for purposes of the withdrawn portion of its Interest only and, in addition to its right to receive payment for such Interest, shall continue to be entitled, with respect to its remaining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 approve, consent or vote with respect to matters as provided in this Agreement. [The Fund shall pay the purchase price with respect to any Interest of a Regulated Partner that is being redeemed pursuant to Section 8.6.1 to such Regulated Partner in cash by paying to such Regulated Partner the portion of each distribution that would have been payable to such 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 General Partner shall 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 adversely affect the Fund or any Partner.] FCC Provisions. During any Communications Portfolio Investment Period or if the General Partner reasonably determines that it is necessary to ensure that an interest in a FCC Regulated Entity complies with the Communications Act or FCC Ownership Rules, each Limited Partner agrees that in addition to the general limitations set forth in this Agreement (without creating any additional rights hereunder and notwithstanding any other rights of such Limited Partner under this Agreement): Neither such Limited Partner (including its directors, officers, managers, partners, members or other equivalent non-corporate officials) nor any of its Affiliates shall: be an employee of the Fund or any FCC Regulated Entity if such Person’s functions, directly or indirectly, relate to the media or common carrier enterprises of the Fund or any FCC Regulated Entity; serve, in any material capacity, as an independent contractor or agent with respect to the Fund’s media and common carrier enterprises or with respect to any FCC Regulated Entity; communicate with the Fund, General Partner, the Fund Manager or the management of any FCC Regulated Entity on matters pertaining to the day-to-day operations of its business; perform any services for the Fund or any FCC Regulated Entity that materially relate to the media or common carrier activities of the Fund or any FCC Regulated Entity, with the exception of making loans to, or acting as a surety for, the Fund or any FCC Regulated Entity to the extent such loan or action would not cause attribution under the “equity/debt plus” component of the FCC Attribution Rules; or become actively involved in the management or operation of the media and common carrier businesses of the Fund or any FCC Regulated Entity; Such Limited Partner shall not vote on the admission of a new general partner to the Fund (unless such admission may be rejected by the General Partner in its absolute discretion); and Such Limited Partner shall not have the right to vote for the removal of the General Partner except (i) as provided in Section 10.1.2.1 and (ii) where the General Partner is subject to bankruptcy proceedings, as described in Sections 17-402(a)(4)-(5) of the Act. The General Partner shall notify the Limited Partners if at any time it intends to distribute any securities of an FCC Regulated Entity to the Limited Partners. Further, the General Partner may not distribute such securities to any Limited Partner that notifies the General Partner not to distribute such securities to such Limited Partner within [ten (10)] Business Days of receipt of the General Partner’s notice with respect thereto. The General Partner shall use reasonable efforts to dispose of such securities retained in the Fund at such Limited Partner’s expense and distribute the net proceeds to each such Limited Partner in accordance with the provisions of this Agreement or make such other arrangements for the disposition of such securities as are acceptable to the General Partner and have been approved by such Limited Partner. Each Limited Partner shall provide the General Partner with such information as the General Partner may reasonably request from time to time in order to determine whether a particular interest in any FCC Regulated Entity would comply with the Communications Act or the FCC Ownership Rules. The General Partner shall deliver to a Limited Partner within a reasonable period of time following receipt of such Limited Partner’s request therefor, all non-confidential information concerning the Fund’s interests in FCC Regulated Entities as such Limited Partner determines is reasonably necessary to ensure compliance by it and its affiliates with the Communications Act and the FCC Ownership Rules and the reporting obligations imposed thereunder, consistent with the restrictions set forth in Section 8.7 (FCC Provisions).

Regulated Partner Matters. 8.6.1 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 approve, consent or vote with respect to matters as provided in this Agreement. [The Fund shall pay the purchase price with respect to any Interest of a Regulated Partner that is being redeemed pursuant to Section 8.6.1 to such Regulated Partner in cash by paying to such Regulated Partner the portion of each distribution that would have been payable to such 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 General Partner shall 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 adversely affect the Fund or any Partner.] FCC Provisions. During any Communications Portfolio Investment Period or if the General Partner reasonably determines that it is necessary to ensure that an interest in a FCC Regulated Entity complies with the Communications Act or FCC Ownership Rules, each Limited Partner agrees that in addition to the general limitations set forth in this Agreement (without creating any additional rights hereunder and notwithstanding any other rights of such Limited Partner under this Agreement): Neither such Limited Partner (including its directors, officers, managers, partners, members or other equivalent non-corporate officials) nor any of its Affiliates shall: be an employee of the Fund or any FCC Regulated Entity if such Person’s functions, directly or indirectly, relate to the media or common carrier enterprises of the Fund or any FCC Regulated Entity; serve, in any material capacity, as an independent contractor or agent with respect to the Fund’s media and common carrier enterprises or with respect to any FCC Regulated Entity; communicate with the Fund, General Partner, the Fund Manager or the management of any FCC Regulated Entity on matters pertaining to the day-to-day operations of its business; perform any services for the Fund or any FCC Regulated Entity that materially relate to the media or common carrier activities of the Fund or any FCC Regulated Entity, with the exception of making loans to, or acting as a surety for, the Fund or any FCC Regulated Entity to the extent such loan or action would not cause attribution under the “equity/debt plus” component of the FCC Attribution Rules; or become actively involved in the management or operation of the media and common carrier businesses of the Fund or any FCC Regulated Entity; Such Limited Partner shall not vote on the admission of a new general partner to the Fund (unless such admission may be rejected by the General Partner in its absolute discretion); and Such Limited Partner shall not have the right to vote for the removal of the General Partner except (i) as provided in Section 10.1.2.1 and (ii) where the General Partner is subject to bankruptcy proceedings, as described in Sections 17-402(a)(4)-(5) of the Act. The General Partner shall notify the Limited Partners if at any time it intends to distribute any securities of an FCC Regulated Entity to the Limited Partners. Further, the General Partner may not distribute such securities to any Limited Partner that notifies the General Partner not to distribute such securities to such Limited Partner within [ten (10)] Business Days of receipt of the General Partner’s notice with respect thereto. The General Partner shall use reasonable efforts to dispose of such securities retained in the Fund at such Limited Partner’s expense and distribute the net proceeds to each such Limited Partner in accordance with the provisions of this Agreement or make such other arrangements for the disposition of such securities as are acceptable to the General Partner and have been approved by such Limited Partner. Each Limited Partner shall provide the General Partner with such information as the General Partner may reasonably request from time to time in order to determine whether a particular interest in any FCC Regulated Entity would comply with the Communications Act or the FCC Ownership Rules. The General Partner shall deliver to a Limited Partner within a reasonable period of time following receipt of such Limited Partner’s request therefor, all non-confidential information concerning the Fund’s interests in FCC Regulated Entities as such Limited Partner determines is reasonably necessary to ensure compliance by it and its affiliates with the Communications Act and the FCC Ownership Rules and the reporting obligations imposed thereunder, consistent with the restrictions set forth in Section 8.7 (FCC Provisions).

Regulated Partner Matters. 8.6.1 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 approve, consent or vote with respect to matters as provided in this Agreement. [The Fund shall pay the purchase price with respect to any Interest of a Regulated Partner that is being redeemed pursuant to Section 8.6.1 to such Regulated Partner in cash by paying to such Regulated Partner the portion of each distribution that would have been payable to such 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 General Partner shall 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 adversely affect the Fund or any Partner.] FCC Provisions. During any Communications Portfolio Investment Period or if the General Partner reasonably determines that it is necessary to ensure that an interest in a FCC Regulated Entity complies with the Communications Act or FCC Ownership Rules, each Limited Partner agrees that in addition to the general limitations set forth in this Agreement (without creating any additional rights hereunder and notwithstanding any other rights of such Limited Partner under this Agreement): Neither such Limited Partner (including its directors, officers, managers, partners, members or other equivalent non-corporate officials) nor any of its Affiliates shall: be an employee of the Fund or any FCC Regulated Entity if such Person’s functions, directly or indirectly, relate to the media or common carrier enterprises of the Fund or any FCC Regulated Entity; serve, in any material capacity, as an independent contractor or agent with respect to the Fund’s media and common carrier enterprises or with respect to any FCC Regulated Entity; communicate with the Fund, General Partner, the Fund Manager or the management of any FCC Regulated Entity on matters pertaining to the day-to-day operations of its business; perform any services for the Fund or any FCC Regulated Entity that materially relate to the media or common carrier activities of the Fund or any FCC Regulated Entity, with the exception of making loans to, or acting as a surety for, the Fund or any FCC Regulated Entity to the extent such loan or action would not cause attribution under the “equity/debt plus” component of the FCC Attribution Rules; or become actively involved in the management or operation of the media and common carrier businesses of the Fund or any FCC Regulated Entity; Such Limited Partner shall not vote on the admission of a new general partner to the Fund (unless such admission may be rejected by the General Partner in its absolute discretion); and Such Limited Partner shall not have the right to vote for the removal of the General Partner except (i) as provided in Section 10.1.2.1 and (ii) where the General Partner is subject to bankruptcy proceedings, as described in Sections 17-402(a)(4)-(5) of the Act. The General Partner shall notify the Limited Partners if at any time it intends to distribute any securities of an FCC Regulated Entity to the Limited Partners. Further, the General Partner may not distribute such securities to any Limited Partner that notifies the General Partner not to distribute such securities to such Limited Partner within [ten (10)] Business Days of receipt of the General Partner’s notice with respect thereto. The General Partner shall use reasonable efforts to dispose of such securities retained in the Fund at such Limited Partner’s expense and distribute the net proceeds to each such Limited Partner in accordance with the provisions of this Agreement or make such other arrangements for the disposition of such securities as are acceptable to the General Partner and have been approved by such Limited Partner. Each Limited Partner shall provide the General Partner with such information as the General Partner may reasonably request from time to time in order to determine whether a particular interest in any FCC Regulated Entity would comply with the Communications Act or the FCC Ownership Rules. The General Partner shall deliver to a Limited Partner within a reasonable period of time following receipt of such Limited Partner’s request therefor, all non-confidential information concerning the Fund’s interests in FCC Regulated Entities as such Limited Partner determines is reasonably necessary to ensure compliance by it and its affiliates with the Communications Act and the FCC Ownership Rules and the reporting obligations imposed thereunder, consistent with the restrictions set forth in Section 8.7 (FCC Provisions).Fund).‌

Regulated Partner Matters. In the event that103 If, 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 the Regulated Partner, (B) the treatment of the assets of the Fund as assets of such the Regulated Partner Partner, or (C) the treatment of the Fund or the General Partner as a fiduciary under any law applicable to such the Regulated Partner 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 the Regulated Partner provide (at such the Regulated Partner’s '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 if such an opinion is not delivered within a reasonable time after being requested, (1) in accordance with the provisions of Amendment Article 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 the Regulated Partner’s 's Interest, in whole or in part, [at a price reasonably acceptable to the Value of such Regulated Partnerinterest], (4) require the Transfer of all or a portion of the Regulated Partner’s 's Interest to one or more Limited Partners, or (5) dissolve the Fund and wind up its affairs in accordance with Article 18 (Term, Term and 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 the Regulated Partner of the General Partner’s 's determination to completely or partially redeem such the Regulated Partner’s 's Interest pursuant to Section 8.6.18.6(a) (Regulated Partner Matters.), such the 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 will 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. [The Fund shall pay the purchase price with respect to any Interest of a Regulated Partner that is being redeemed pursuant to Section 8.6.1 to such Regulated Partner in cash by paying to such Regulated Partner the portion of each distribution that would have been payable to such 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 General Partner shall 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 adversely affect the Fund or any Partner.] FCC Provisions. During any Communications Portfolio Investment Period or if the General Partner reasonably determines that it is necessary to ensure that an interest in a FCC Regulated Entity complies with the Communications Act or FCC Ownership Rules, each Limited Partner agrees that in addition to the general limitations set forth in this Agreement (without creating any additional rights hereunder and notwithstanding any other rights of such Limited Partner under this Agreement): Neither such Limited Partner (including its directors, officers, managers, partners, members or other equivalent non-corporate officials) nor any of its Affiliates shall: be an employee of the Fund or any FCC Regulated Entity if such Person’s functions, directly or indirectly, relate to the media or common carrier enterprises of the Fund or any FCC Regulated Entity; serve, in any material capacity, as an independent contractor or agent with respect to the Fund’s media and common carrier enterprises or with respect to any FCC Regulated Entity; communicate with the Fund, General Partner, the Fund Manager or the management of any FCC Regulated Entity on matters pertaining to the day-to-day operations of its business; perform any services for the Fund or any FCC Regulated Entity that materially relate to the media or common carrier activities of the Fund or any FCC Regulated Entity, with the exception of making loans to, or acting as a surety for, the Fund or any FCC Regulated Entity to the extent such loan or action would not cause attribution under the “equity/debt plus” component of the FCC Attribution Rules; or become actively involved in the management or operation of the media and common carrier businesses of the Fund or any FCC Regulated Entity; Such Limited Partner shall not vote on the admission of a new general partner to the Fund (unless such admission may be rejected by the General Partner in its absolute discretion); and Such Limited Partner shall not have the right to vote for the removal of the General Partner except (i) as provided in Section 10.1.2.1 and (ii) where the General Partner is subject to bankruptcy proceedings, as described in Sections 17-402(a)(4)-(5) of the Act. The General Partner shall notify the Limited Partners if at any time it intends to distribute any securities of an FCC Regulated Entity to the Limited Partners. Further, the General Partner may not distribute such securities to any Limited Partner that notifies the General Partner not to distribute such securities to such Limited Partner within [ten (10)] Business Days of receipt of the General Partner’s notice with respect thereto. The General Partner shall use reasonable efforts to dispose of such securities retained in the Fund at such Limited Partner’s expense and distribute the net proceeds to each such Limited Partner in accordance with the provisions of this Agreement or make such other arrangements for the disposition of such securities as are acceptable to the General Partner and have been approved by such Limited Partner. Each Limited Partner shall provide the General Partner with such information as the General Partner may reasonably request from time to time in order to determine whether a particular interest in any FCC Regulated Entity would comply with the Communications Act or the FCC Ownership Rules. The General Partner shall deliver to a Limited Partner within a reasonable period of time following receipt of such Limited Partner’s request therefor, all non-confidential information concerning the Fund’s interests in FCC Regulated Entities as such Limited Partner determines is reasonably necessary to ensure compliance by it and its affiliates with the Communications Act and the FCC Ownership Rules and the reporting obligations imposed thereunder, consistent with the restrictions set forth in Section 8.7 (FCC Provisions).