Common use of Required Withdrawals Clause in Contracts

Required Withdrawals. (a) A Limited Partner may be required to withdraw from the Partnership in whole or in part if in the reasonable judgment of the General Partner: (i) (a) all or any portion of the assets of the Partnership may be characterized as assets of a Plan for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law, whether or not such Limited Partner is subject to ERISA, the Code or any Similar Law without such withdrawal or (b) the General Partner (or other Persons responsible for the operation of the Partnership and/or investment of the Partnership’s assets) may be considered a fiduciary with respect to any Limited Partner, for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law; (ii) the Partnership or any Partner is reasonably likely to be subject to any requirement to register under the 1940 Act or any other securities laws of any jurisdiction; (iii) a significant delay, extraordinary expense or material adverse effect on the Partnership or any of its Affiliates, any Partners, any Portfolio Entity, Investment or any prospective investment is likely to result; provided, that any such Limited Partner shall remain liable to the Partnership to the extent of any breach of a representation or covenant made by such Limited Partner to the Partnership or the General Partner arising out of or relating to such withdrawal; or (iv) in the General Partner’s sole and absolute discretion, a violation of or non-compliance with any law, rule or regulation (which may include any anti-money laundering or anti-terrorist financing laws, rules, regulations, directives or special measures) applicable to the Partnership (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the U.S. International Money Laundering Abatement and the Anti-Terrorist Financing Act of 2001 and FATCA) or any material adverse effect on the Partnership or any Partner is likely to result from such Limited Partner’s continued interest in the Partnership. (b) Withdrawals pursuant to this Section 8.5 will be effected by the Partnership’s purchase of such Limited Partner’s Units (or a portion thereof, as applicable) at the Net Asset Value of such Units at the time of withdrawal. No consent of, or execution of any document by, such Limited Partner shall be needed to effect the purchase of the Units pursuant to this Section 8.5. (c) Unless the General Partner determines otherwise in its sole discretion, the effective date of any withdrawal pursuant to this Section 8.5 shall be the last day of the month in which notice of such withdrawal was given pursuant to this Section 8.5.

Required Withdrawals. (a) A Limited Partner may be required to withdraw from the Partnership in whole or in part if in the reasonable judgment of the General Partner: (i) (a) all or any portion of the assets of the Partnership may be characterized as assets of a Plan for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law, whether or not such Limited Partner is subject to ERISA, the Code or any Similar Law without such withdrawal or (b) the General Partner (or other Persons responsible for the operation of the Partnership and/or investment of the Partnership’s assets) may be considered a fiduciary with respect to any Limited Partner, for purposes of ERISA, Section 4975 of the Code or any applicable Similar Other Plan Law; (ii) the Partnership or any Partner is reasonably likely to be subject to any requirement to register under the 1940 Act or any other securities laws of any jurisdiction; (iii) a significant delay, extraordinary expense or material adverse effect on the Partnership or any of its Affiliates, any Partners, any Portfolio Entity, Investment or any prospective investment is likely to result; provided, that any such Limited Partner shall remain liable to the Partnership to the extent of any breach of a representation or covenant made by such Limited Partner to the Partnership or the General Partner arising out of or relating to such withdrawal; or (iv) in the General Partner’s sole and absolute discretion, a violation of or non-compliance with any law, rule or regulation (which may include any anti-money laundering or anti-terrorist financing laws, rules, regulations, directives or special measures) applicable to the Partnership (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the U.S. International Money Laundering Abatement and the Anti-Terrorist Financing Act of 2001 and FATCA) or any material adverse effect on the Partnership or any Partner is likely to result from such Limited Partner’s continued interest in the Partnership. (b) Withdrawals pursuant to this Section 8.5 will be effected by the Partnership’s purchase of such Limited Partner’s Units (or a portion thereof, as applicable) at the Net Asset Value of such Units at the time of withdrawal. No consent of, or execution of any document by, such Limited Partner shall be needed to effect the purchase of the Units pursuant to this Section 8.5. (c) Unless the General Partner determines otherwise in its sole discretion, the effective date of any withdrawal pursuant to this Section 8.5 shall be the last day of the month in which notice of such withdrawal was given pursuant to this Section 8.5.

Required Withdrawals. (a) A Limited Partner Unitholder may be required to withdraw from the Partnership in whole or in part if in the reasonable judgment of the General Partner: (i) (a) all or any portion of the assets of the Partnership may be characterized as the assets of a any Plan for purposes of Title I of ERISA, Section 4975 of the Code or any applicable Similar Law, whether or not such Limited Partner Unitholder is subject to ERISA, the Code or any Similar Law without such withdrawal or (b) the General Partner (or other Persons responsible for the operation of the Partnership and/or investment of the Partnership’s assetsassets as described under this Agreement) may be considered a fiduciary with respect to any Limited PartnerUnitholder, for purposes of ERISA, Section 4975 of the Code or any applicable Similar Other Plan Law; (ii) the Partnership or any Partner is reasonably likely to be subject to any requirement to register under the 1940 Act or any other securities laws of any jurisdiction; (iii) a significant delay, extraordinary expense or material adverse effect on the Partnership or any of its Affiliates, any Partners, any Portfolio EntityCompany, Investment or any prospective investment is likely to result; provided, that any such Limited Partner Unitholder shall remain liable to the Partnership to the extent of any breach of a representation or covenant made by such Limited Partner Unitholder to the Partnership or the General Partner arising out of or relating to such withdrawal; (iv) the General Partner determines, after consultation with the affected Unitholder and counsel to the General Partner, that the continuing participation in the Partnership by such Unitholder would reasonably be likely to have a materially adverse effect on the Partnership or any of its Affiliates under FATCA absent such withdrawal, or (ivv) in the General Partner’s sole and absolute discretion, a violation of or non-compliance with any law, rule or regulation (which may include any anti-money laundering or anti-terrorist financing laws, rules, regulations, directives or special measures) applicable to the Partnership (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the U.S. International Money Laundering Abatement and the Anti-Terrorist Financing Act of 2001 and FATCA) or any material adverse effect on the Partnership or any Partner is likely to result from such Limited PartnerUnitholder’s continued interest in the Partnership. (b) Withdrawals pursuant to this Section 8.5 will be effected by the Partnership’s purchase of such Limited PartnerUnitholder’s Units (or a portion thereof, as applicable) at the Net Asset Value of such Units at the time of withdrawal. No consent of, or execution of any document by, such Limited Partner Unitholder shall be needed to effect the purchase of the Units pursuant to this Section 8.5. (c) Unless the General Partner determines otherwise in its sole discretion, the effective date of any withdrawal pursuant to this Section 8.5 shall be the last day of the month in which notice of such withdrawal was given pursuant to this Section 8.5.

Required Withdrawals. (a) A Limited Partner may be required to withdraw from the Partnership in whole or in part if in the reasonable judgment of the General Partner: (i) (a) all or any portion of the assets of the Partnership may be characterized as assets of a Plan for purposes of ERISA, the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code Code, or pursuant to any applicable Similar Law, whether or not such Limited Partner is subject to ERISA, the Code or any Similar Law without such withdrawal or (b) the General Partner (or other Persons responsible for the operation of the Partnership and/or investment of the Partnership’s assets) may be considered a fiduciary with respect to any Limited Partner, for purposes of the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA, Section 4975 of the Code or any applicable Similar Other Plan Law; (ii) the Partnership or any Partner is reasonably likely to be subject to any requirement to register under the 1940 Act or any other securities laws of any jurisdiction; (iii) a significant delay, extraordinary expense or material adverse effect on the Partnership or any of its Affiliates, any Partners, any Portfolio EntityCompany, Investment or any prospective investment is likely to result; provided, that any such Limited Partner shall remain liable to the Partnership to the extent of any breach of a representation or covenant made by such Limited Partner to the Partnership or the General Partner arising out of or relating to such withdrawal; or (iv) in the General Partner’s sole and absolute discretion, a violation of or non-compliance with any law, rule or regulation (which may include any anti-money laundering or anti-terrorist financing laws, rules, regulations, directives or special measures) applicable to the Partnership (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the U.S. International Money Laundering Abatement and the Anti-Terrorist Financing Act of 2001 and FATCA) or any material adverse effect on the Partnership or any Partner is likely to result from such Limited Partner’s continued interest in the Partnership; (v) the Units have vested in any Person by operation of law as a result of the death, divorce, dissolution, termination, bankruptcy, insolvency or adjudicated incompetence of the Limited Partner; (vi) continued ownership of the Units by a Limited Partner may be harmful or injurious to the business or reputation of the Partnership, the General Partner, the Manager, Vista or any of their Affiliates, or may subject the Partnership or any Limited Partner to an undue risk of adverse tax or other fiscal or regulatory consequences; (vii) any of the representations and warranties made by a Limited Partner or other Person in connection with the acquisition of Units was not true when made or has ceased to be true; or (viii) it would be in the interest of the Partnership for the Partnership to repurchase the Units. (b) Withdrawals pursuant to this Section 8.5 will be effected by the Partnership’s purchase of such Limited Partner’s Units (or a portion thereof, as applicable) at the Net Asset Value NAV of such Units at the time of withdrawal. No consent of, or execution of any document by, such Limited Partner shall be needed to effect the purchase of the Units pursuant to this Section 8.5. (c) Unless the General Partner determines otherwise in its sole discretion, the effective date of any withdrawal pursuant to this Section 8.5 shall be the last day of the month in which notice of such withdrawal was given pursuant to this Section 8.5.

Required Withdrawals. (a) A Limited Partner may be required to withdraw from the Partnership in whole or in part if in the reasonable judgment of the General Partner: (i) (a) all or any portion of the assets of the Partnership may be characterized as assets of a Plan for purposes of ERISA, the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code Code, or pursuant to any applicable Similar Law, whether or not such Limited Partner is subject to ERISA, the Code or any Similar Law without such withdrawal or (b) the General Partner (or other Persons responsible for the operation of the Partnership and/or investment of the Partnership’s assets) may be considered a fiduciary with respect to any Limited Partner, for purposes of the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA, Section 4975 of the Code or any applicable Similar Other Plan Law; (ii) the Partnership or any Partner is reasonably likely to be subject to any requirement to register under the 1940 Act or any other securities laws of any jurisdiction; (iii) a significant delay, extraordinary expense or material adverse effect on the Partnership or any of its Affiliates, any Partners, any Portfolio EntityCompany, Investment or any prospective investment is likely to result; provided, that any such Limited Partner shall remain liable to the Partnership to the extent of any breach of a representation or covenant made by such Limited Partner to the Partnership or the General Partner arising out of or relating to such withdrawal; or (iv) in the General Partner’s sole and absolute discretion, a violation of or non-compliance with any law, rule or regulation (which may include any anti-money laundering or anti-terrorist financing laws, rules, regulations, directives or special measures) applicable to the Partnership (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the U.S. International Money Laundering Abatement and the Anti-Terrorist Financing Act of 2001 and FATCA) or any material adverse effect on the Partnership or any Partner is likely to result from such Limited Partner’s continued interest in the Partnership; (v) the Units have vested in any Person by operation of law as a result of the death, divorce, dissolution, termination, bankruptcy, insolvency or adjudicated incompetence of the Limited Partner; (vi) continued ownership of the Units by a Limited Partner may be harmful or injurious to the business or reputation of the Partnership, the General Partner, the Manager, Vista or any of their Affiliates, or may subject the Partnership or any Limited Partner to an undue risk of adverse tax or other fiscal or regulatory consequences; (vii) any of the representations and warranties made by a Limited Partner or other Person in connection with the acquisition of Units was not true when made or has ceased to be true; or (viii) it would be in the interest of the Partnership for the Partnership to repurchase the Units. (b) Withdrawals pursuant to this Section 8.5 will be effected by the Partnership’s purchase of such Limited Partner’s Units (or a portion thereof, as applicable) at the Net Asset Value NAV of such Units at the time of withdrawal. No consent of, or execution of any document by, such Limited Partner shall be needed to effect the purchase of the Units pursuant to this Section 8.5. (c) Unless the General Partner determines otherwise in its sole discretion, the effective date of any withdrawal pursuant to this Section 8.5 shall be the last day of the month in which notice of such withdrawal was given pursuant to this Section 8.5. (d) In the General Partner’s sole and absolute discretion, there may be circumstances in which the Partnership is legally or operationally unable to repurchase or redeem a Limited Partner’s Units, including, without limitation, if such Limited Partner or any of its beneficial owners becomes, or is discovered to have been, a Sanctions Subject, or becomes operationally based, organized, or domiciled in a jurisdiction subject to comprehensive sanctions, or a Sanctioned Persons Event occurs with respect to such Limited Partner. The Partnership reserves the right to suspend or delay the repurchase or withdrawal of such Limited Partner’s interests indefinitely, or take any other action required to comply with applicable laws and regulations.

Required Withdrawals. (a) A Limited Partner may be required to withdraw from the Partnership in whole or in part if in the reasonable judgment of the General PartnerPartner after consultation with counsel: (i) (a) all or any portion of the assets of the Partnership Main Fund may be characterized as assets of a Plan for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law, whether or not such Limited Partner is subject to ERISA, the Code or any Similar Law without such withdrawal or (b) the General Partner or the Main Fund General Partner (or other Persons responsible for the operation of the Main Fund or the Partnership and/or investment of the assets of the Main Fund or Partnership’s assets) may be considered a fiduciary with respect to any Limited Partner, for purposes of ERISA, Section 4975 of the Code or any applicable Similar Lawsimilar law; (ii) the Partnership or any Partner is reasonably likely to be subject to any requirement to register under the 1940 Act or any other securities laws of any jurisdiction; (iii) a significant delay, extraordinary expense or material adverse effect on the Partnership or any of its Affiliates, any Partners, any Portfolio Entity, Investment Investments of the Main Fund or any prospective investment is likely to result; provided, that any such Limited Partner shall remain liable to the Partnership to the extent of any breach of a representation or covenant made by such Limited Partner to the Partnership or the General Partner arising out of or relating to such withdrawal; or (iv) in the General Partner’s sole and absolute discretion, a violation of or non-compliance with any law, rule or regulation (which may include any anti-money laundering or anti-terrorist financing laws, rules, regulations, directives or special measures) applicable to the Partnership (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the U.S. International Money Laundering Abatement and the Anti-Terrorist Financing Act of 2001 and FATCA) or any material adverse effect on the Partnership or any Partner is likely to result from such Limited Partner’s continued interest in the Partnership. (b) Withdrawals pursuant to this Section 8.5 will be effected by the Partnership’s purchase of such Limited Partner’s Units (or a portion thereof, as applicable) at the Net Asset Value of such Units at the time of withdrawal. No consent of, or execution of any document by, such Limited Partner shall be needed to effect the purchase of the Units pursuant to this Section 8.5. (c) Unless the General Partner determines otherwise in its sole discretion, the effective date of any withdrawal pursuant to this Section 8.5 shall be the last day of the month in which notice of such withdrawal was given pursuant to this Section 8.5.

Required Withdrawals. (a) A Limited Partner Unitholder may be required to withdraw from the Partnership in whole or in part if in the reasonable judgment of the General Partner: (i) (a) all or any portion of the assets of the Partnership may be characterized as assets of a Plan “plan assets” for purposes of Title I of ERISA, Section 4975 of the Code or any applicable Similar Law, whether or not such Limited Partner Unitholder is subject to ERISA, the Code or any Similar Law without such withdrawal or (b) the General Partner (or other Persons responsible for the operation of the Partnership and/or investment of the Partnership’s assets) may be considered a fiduciary with respect to any Limited PartnerUnitholder, for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law; (ii) the Partnership or any Partner is reasonably likely to be subject to any requirement to register under the 1940 Act or any other securities laws of any jurisdiction; (iii) a significant delay, extraordinary expense or material adverse effect on the Partnership or any of its Affiliates, any Partners, any Portfolio EntityCompany, Investment or any prospective investment is likely to result; provided, that any such Limited Partner Unitholder shall remain liable to the Partnership to the extent of any breach of a representation or covenant made by such Limited Partner Unitholder to the Partnership or the General Partner arising out of or relating to such withdrawal; (iv) the General Partner determines, after consultation with the affected Unitholder and counsel to the General Partner, that the continuing participation in the Partnership by such Unitholder would reasonably be likely to have a materially adverse effect on the Partnership or any of its Affiliates under FATCA absent such withdrawal, or (ivv) in the General Partner’s sole and absolute discretion, a violation of or non-compliance with any law, rule or regulation (which may include any anti-money laundering or anti-terrorist financing laws, rules, regulations, directives or special measures) applicable to the Partnership (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the U.S. International Money Laundering Abatement and the Anti-Terrorist Financing Act of 2001 and FATCA) or any material adverse effect on the Partnership or any Partner is likely to result from such Limited PartnerUnitholder’s continued interest in the Partnership. (b) Withdrawals pursuant to this Section 8.5 will be effected by the Partnership’s purchase of such Limited PartnerUnitholder’s Units (or a portion thereof, as applicable) at the Net Asset Value of such Units at the time of withdrawal. No consent of, or execution of any document by, such Limited Partner Unitholder shall be needed to effect the purchase of the Units pursuant to this Section 8.5. (c) Unless the General Partner determines otherwise in its sole discretion, the effective date of any withdrawal pursuant to this Section 8.5 shall be the last day of the month in which notice of such withdrawal was given pursuant to this Section 8.5.

Required Withdrawals. (a) A Limited Partner may be required to withdraw from the Partnership in whole or in part if in the reasonable judgment of the General Partner: (i) without such withdrawal (a) all or any portion of the assets of the Partnership may be characterized as assets of a Plan for purposes of ERISA, Section 4975 constitute “plan assets” within the meaning of the Code Plan Asset Provisions or the Partnership may be subject to any applicable Similar LawLaws, whether or not such Limited Partner is subject to ERISA, the Code or any Similar Law without such withdrawal Laws, or (b) the General Partner (or other Persons responsible for the operation of the Partnership and/or investment of the Partnership’s assets) may be considered a fiduciary with respect to any Limited Partner, for purposes of ERISA, Section 4975 of the Code or any applicable Similar LawLaws; (ii) the Partnership or any Partner is reasonably likely to be subject to any requirement to register under the 1940 Investment Company Act or any other securities laws of any jurisdiction; (iii) a significant delay, extraordinary expense or material adverse effect on the Partnership or any of its Affiliates, any Partners, any Portfolio EntityCompany, Investment or any prospective investment is likely to result; provided, that any such Limited Partner shall remain liable to the Partnership to the extent of any breach of a representation or covenant made by such Limited Partner to the Partnership or the General Partner arising out of or relating to such withdrawal; or (iv) in the General Partner’s sole and absolute discretion, a violation, suspected violation of or non-compliance with any law, rule or regulation (which may include any anti-money laundering or anti-terrorist financing laws, rules, regulations, directives or special measures) applicable to the Partnership (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the U.S. International Money Laundering Abatement and the Anti-Terrorist Financing Act of 2001 and FATCA) or any material adverse effect on the Partnership or any Partner is likely to result from such Limited Partner’s continued interest in the Partnership. (b) Withdrawals pursuant to this Section 8.5 paragraph 9.07 will be effected by the Partnership’s purchase of such Limited Partner’s Units (or a portion thereof, as applicable) at the Net Asset Value of such Units at the time of withdrawal. No consent of, or execution of any document by, such Limited Partner shall be needed to effect the purchase of the Units pursuant to this Section 8.5paragraph 9.07. Notwithstanding the foregoing, in the event that a Limited Partner is required to withdraw from the Partnership pursuant to paragraph 9.07(a), the General Partner may distribute to such Limited Partner a promissory note of the Partnership containing such commercially reasonable terms and conditions as shall be determined by the General Partner instead of repurchasing such Limited Partner’s Units. (c) Unless the General Partner determines otherwise in its sole discretion, the effective date of any withdrawal pursuant to this Section 8.5 paragraph 9.07 shall be the last day of the month in which notice of such withdrawal was given pursuant to this Section 8.5paragraph 9.07.

Required Withdrawals. (a) A Limited Partner Unitholder may be required to withdraw from the Partnership in whole or in part if in the reasonable judgment of the General Partner: (i) (a) all or any portion of the assets of the Partnership may be characterized as assets of a Plan for purposes of ERISA, the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code Code, or pursuant to any applicable Similar Law, whether or not such Limited Partner Unitholder is subject to ERISA, the Code or any Similar Law without such withdrawal or (b) the General Partner (or other Persons responsible for the operation of the Partnership and/or investment of the Partnership’s assets) may be considered a fiduciary with respect to any Limited PartnerUnitholder, for purposes of the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA, Section 4975 of the Code or any applicable Similar Other Plan Law; (ii) the Partnership or any Partner is reasonably likely to be subject to any requirement to register under the 1940 Act or any other securities laws of any jurisdiction; (iii) a significant delay, extraordinary expense or material adverse effect on the Partnership or any of its Affiliates, any Partners, any Portfolio EntityCompany, Investment or any prospective investment is likely to result; provided, that any such Limited Partner Unitholder shall remain liable to the Partnership to the extent of any breach of a representation or covenant made by such Limited Partner Unitholder to the Partnership or the General Partner arising out of or relating to such withdrawal; or (iv) in the General Partner’s sole and absolute discretion, a violation of or non-compliance with any law, rule or regulation (which may include any anti-money laundering or anti-terrorist financing laws, rules, regulations, directives or special measures) applicable to the Partnership (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the U.S. International Money Laundering Abatement and the Anti-Terrorist Financing Act of 2001 and FATCA) or any material adverse effect on the Partnership or any Partner is likely to result from such Limited PartnerUnitholder’s continued interest in the Partnership; (v) the Units have vested in any Person by operation of law as a result of the death, divorce, dissolution, termination, Bankruptcy, insolvency or adjudicated incompetence of the Unitholder; (vi) continued ownership of the Units by a Unitholder may be harmful or injurious to the business or reputation of the Partnership, the General Partner, the Manager, Brookfield or any of their Affiliates, or may subject the Partnership or any Unitholder to an undue risk of adverse tax or other fiscal or regulatory consequences; (vii) any of the representations and warranties made by a Unitholder or other Person in connection with the acquisition of Units was not true when made or has ceased to be true; or (viii) it would be in the interest of the Partnership for the Partnership to redeem the Units. (b) Withdrawals pursuant to this Section 8.5 will be effected by the Partnership’s purchase of such Limited PartnerUnitholder’s Units (or a portion thereof, as applicable) at the Net Asset Value NAV of such Units at the time of withdrawal. No consent of, or execution of any document by, such Limited Partner Unitholder shall be needed to effect the purchase of the Units pursuant to this Section 8.5. (c) Unless the General Partner determines otherwise in its sole discretion, the effective date of any withdrawal pursuant to this Section 8.5 shall be the last day of the month in which notice of such withdrawal was given pursuant to this Section 8.5.

Required Withdrawals. The General Partner has the right upon not less than ten (a10) A days' prior written notice, to require a Limited Partner may be required to withdraw from the Partnership in whole or in part if in the reasonable judgment of the General Partner: (i) (a) all or any portion of his Capital Account from the assets Partnership, if the General Partner determines or has reason to believe that: (i) such Limited Partner has transferred or attempted to transfer any portion of his interest in the Partner- ship in violation of the Partnership may be characterized as assets of a Plan for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law, whether or not such Limited Partner is subject to ERISA, the Code or any Similar Law without such withdrawal or (b) the General Partner (or other Persons responsible for the operation of the Partnership and/or investment of the Partnership’s assets) may be considered a fiduciary with respect to any Limited Partner, for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law; Agreement; (ii) ownership of an interest in the Partnership or any Partner is reasonably likely to be subject to any requirement to register under the 1940 Act or any other securities laws of any jurisdiction; (iii) a significant delay, extraordinary expense or material adverse effect on the Partnership or any of its Affiliates, any Partners, any Portfolio Entity, Investment or any prospective investment is likely to result; provided, that any such Limited Partner shall remain liable to the Partnership to the extent of any breach of a representation or covenant made by such Limited Partner will cause the Partnership to be in violation of, or require registration of any interest in the Partnership under, or subject the Partnership or the General Partner to additional regulation under the securities or commodities laws of the United States or any other relevant jurisdiction or the rules of any self-regulatory organization applicable to the Partnership or the General Partner; (iii) continued ownership of an interest in the Partnership by such Limited Partner arising out may be harmful or injurious to the business or reputation of the Partnership or relating to such withdrawal; or (iv) in the General Partner’s sole and absolute discretion, a violation of or non-compliance with any law, rule or regulation (which may include any anti-money laundering or anti-terrorist financing laws, rules, regulations, directives or special measures) applicable to the Partnership (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the U.S. International Money Laundering Abatement and the Anti-Terrorist Financing Act of 2001 and FATCA) or any material adverse effect on subject the Partnership or any of the partners to an undue risk of adverse tax or other fiscal consequences, including without limitation, adverse consequences under the Employee Retirement Income Security Act of 1974, as amended or failure to qualify for the "private placement" safe harbor from publicly traded partnership status; (iv) the General Partner is likely to result from determines that such Limited Partner’s 's continued participation in the Partnership would cause the Partnership to fail to qualify for the safe harbor from publicly traded partnership status set forth in Treasury Regulation Section 1.7704-1(h); (v) any of the representations and warranties made by such Limited Partner in connection with the acquisi- tion of his interest in the Partnership.Partnership was not true when made or has ceased to be true; (bvi) Withdrawals pursuant to this Section 8.5 will be effected such Limited Partner's interest in the Partnership has vested in another person by reason of the Partnership’s purchase bank- ruptcy, dissolution, incompetency or death of such Limited Partner’s Units (or a portion thereof, as applicable) at the Net Asset Value of such Units at the time of withdrawal. No consent of, or execution of any document by, such Limited Partner shall be needed to effect the purchase of the Units pursuant to this Section 8.5.; or (cvii) Unless the General Partner determines otherwise in its sole discretion, his absolute dis- cretion that such Limited Partner's interest in the effective date of any withdrawal pursuant to this Section 8.5 Partnership should be withdrawn. The Limited Partner receiving such notice shall be the last day of the month in which notice of such withdrawal was given pursuant to this treated for all purposes and all respects as a Withdrawal Partner under Section 8.54.03.

Required Withdrawals. (a) A Limited Partner may be required to withdraw from the Partnership in whole or in part if in the reasonable judgment of the General Partner: (i) without such withdrawal (a) all or any portion of the assets of the Partnership may be characterized as assets of a Plan for purposes of ERISA, Section 4975 constitute “plan assets” within the meaning of the Code Plan Asset Provisions or the Partnership may be subject to any applicable Similar LawLaws, whether or not such Limited Partner is subject to ERISA, the Code or any Similar Law without such withdrawal Laws, or (b) the General Partner (or other Persons responsible for the operation of the Partnership and/or investment of the Partnership’s assets) may be considered a fiduciary with respect to any Limited Partner, for purposes of ERISA, Section 4975 of the Code or any applicable Similar LawLaws; (ii) the Partnership or any Partner is reasonably likely to be subject to any requirement to register under the 1940 Investment Company Act or any other securities laws of any jurisdiction; (iii) a significant delay, extraordinary expense or material adverse effect on the Partnership or any of its Affiliates, any Partners, any Portfolio EntityCompany, Investment or any prospective investment is likely to result; provided, that any such Limited Partner shall remain liable to the Partnership to the extent of any breach of a representation or covenant made by such Limited Partner to the Partnership or the General Partner arising out of or relating to such withdrawal; or (iv) in the General Partner’s sole and absolute discretion, a violation, credible allegation of a violation of or non-compliance with any law, rule or regulation (which may include any anti-money laundering or anti-terrorist financing laws, rules, regulations, directives or special measures) applicable to the Partnership (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the U.S. International Money Laundering Abatement and the Anti-Terrorist Financing Act of 2001 and FATCA) or any material adverse effect on the Partnership or any Partner is likely to result from such Limited Partner’s continued interest in the Partnership. (b) Withdrawals pursuant to this Section 8.5 paragraph 9.07 will be effected by the Partnership’s purchase of such Limited Partner’s Units (or a portion thereof, as applicable) at the Net Asset Value of such Units at the time of withdrawal. No consent of, or execution of any document by, such Limited Partner shall be needed to effect the purchase of the Units pursuant to this Section 8.5paragraph 9.07. (c) Unless the General Partner determines otherwise in its sole discretion, the effective date of any withdrawal pursuant to this Section 8.5 paragraph 9.07 shall be the last day of the month in which notice of such withdrawal was given pursuant to this Section 8.5paragraph 9.07.

Required Withdrawals. (a) A Limited Partner may be required to withdraw from the Partnership (in whole or in part part) from the Partnership if in the reasonable judgment of the General Partner: (i) (a) all or any portion of the assets of the Partnership may are reasonably likely to be characterized as assets of a Plan any plan, account or arrangement for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law, whether or not such Limited Partner is subject to ERISA, the Code or any Similar Law without such withdrawal or (b) the General Partner (or other Persons responsible for the operation of the Partnership and/or investment of the Partnership’s assets) may be considered a fiduciary with respect to any Limited Partner, for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law; (ii) the Partnership or any Partner is reasonably likely to be subject to any requirement to register under the 1940 Act or any other securities laws of any jurisdictionAct; (iii) a significant delay, extraordinary expense or a material adverse effect on the Partnership or any of its Affiliates, any Partners, any Portfolio Entity, Investment Entity in which the Partnership holds Investments or any prospective investment is likely to result; provided, that any such Limited Partner shall remain liable to the Partnership to the extent of any breach of a representation or covenant made by such Limited Partner to the Partnership or the General Partner arising out of or relating to such withdrawal; or (iv) in the General Partner’s sole and absolute discretion, a violation of or non-compliance with any law, rule or regulation (which may include any anti-money laundering or anti-terrorist financing laws, rules, regulations, directives or special measures) applicable to the Partnership (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the U.S. International Money Laundering Abatement and the Anti-Terrorist Financing Act of 2001 and FATCA) or any material adverse effect on the Partnership or any Partner is likely to result from such Limited Partner’s continued interest Interest in the PartnershipPartnership (including with respect to any BHC Partner, (a) Section 4 of the BHC Act or Section 10 of the HOLA, as the case may be, or the rules, regulations and written governmental interpretations relating thereto (without regard to Section 4(k) of the BHC Act or Section 10(c)(9) of the HOLA), and (b) any law or regulation applicable to BHC Partners in the future that was not applicable immediately prior to the closing of such BHC Partner’s investment in the Fund; and including in the case of a ▇▇▇▇▇▇▇ Partner, the ▇▇▇▇▇▇▇ Rule). (b) Withdrawals pursuant to this Section 8.5 8.6 will be effected by the Partnership’s purchase of such Limited Partner’s Units (or Interest in the Partnership at a portion thereof, as applicable) at price equal to the Net Asset Appraised Value of such Units at and for the time of withdrawal. No consent of, or execution of any document by, such Limited Partner shall be needed to effect the purchase of the Units pursuant to this consideration permitted by Section 8.58.7(b). (c) Unless If appropriate, the General Partner determines otherwise shall apply this Section 8.6 with respect to a Limited Partner who has made a Several Interest Election to the portion of such Limited Partner’s Interest to which such withdrawal applies. (d) The General Partner may, in its sole discretion, permit an existing Limited Partner to redeem its Interests in the effective date of Partnership to facilitate such Limited Partner’s participation in any withdrawal pursuant Parallel Vehicle and, in connection therewith, may distribute to this Section 8.5 shall be the last day Limited Partner such Limited Partner’s proportionate share of the month Investments of the Partnership (or accept such investments from the Parallel Vehicle and deem them so distributed) so that such Limited Partner may transfer to the Parallel Vehicle its proportionate share of the Investments of the Partnership, and to take any other necessary action to consummate the foregoing; provided, that the foregoing transfer shall not be permitted if it would result in which notice a material adverse effect on the Interests of such withdrawal was given pursuant to this Section 8.5the other Limited Partners.

Required Withdrawals. The General Partner has the right upon not less than ten (a10) A days' prior written notice, to require a Limited Partner may be required to withdraw from the Partnership in whole or in part if in the reasonable judgment of the General Partner: (i) (a) all or any portion of his Capital Account from the assets Partnership, if the General Partner determines or has reason to believe that: (i) such Limited Partner has transferred or attempted to transfer any portion of his interest in the Partner- ship in violation of the Partnership may be characterized as assets of a Plan for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law, whether or not such Limited Partner is subject to ERISA, the Code or any Similar Law without such withdrawal or (b) the General Partner (or other Persons responsible for the operation of the Partnership and/or investment of the Partnership’s assets) may be considered a fiduciary with respect to any Limited Partner, for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law; Agreement; (ii) ownership of an interest in the Partnership or any Partner is reasonably likely to be subject to any requirement to register under the 1940 Act or any other securities laws of any jurisdiction; (iii) a significant delay, extraordinary expense or material adverse effect on the Partnership or any of its Affiliates, any Partners, any Portfolio Entity, Investment or any prospective investment is likely to result; provided, that any such Limited Partner shall remain liable to the Partnership to the extent of any breach of a representation or covenant made by such Limited Partner will cause the Partnership to be in violation of, or require registration of any interest in the Partnership under, or subject the Partnership or the General Partner to additional regulation under the securities or commodities laws of the United States or any other relevant jurisdic- tion or the rules of any self-regulatory organiza- tion applicable to the Partnership or the General Partner; (iii) continued ownership of an interest in the Partner- ship by such Limited Partner arising out may be harmful or injurious to the business or reputation of the Partnership or relating to such withdrawal; or (iv) in the General Partner’s sole and absolute discretion, a violation of or non-compliance with any law, rule or regulation (which may include any anti-money laundering or anti-terrorist financing laws, rules, regulations, directives or special measures) applicable to the Partnership (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the U.S. International Money Laundering Abatement and the Anti-Terrorist Financing Act of 2001 and FATCA) or any material adverse effect on subject the Partnership or any of the partners to an undue risk of adverse tax or other fiscal consequences, including without limitation, adverse consequences under the Employee Retirement Income Security Act of 1974, as amended or failure to qualify for the "private placement" safe harbor from publicly traded partnership status; (iv) the General Partner is likely to result from determines that such Limited Partner’s 's continued participation in the Partnership would cause the Partnership to fail to qualify for the safe harbor from publicly traded partnership status set forth in Treasury Regulation Section 1.7704-1(h); (v) any of the representations and warranties made by such Limited Partner in connection with the acquisi- tion of his interest in the Partnership.Partnership was not true when made or has ceased to be true; (bvi) Withdrawals pursuant to this Section 8.5 will be effected such Limited Partner's interest in the Partnership has vested in another person by reason of the Partnership’s purchase bank- ruptcy, dissolution, incompetency or death of such Limited Partner’s Units (or a portion thereof, as applicable) at the Net Asset Value of such Units at the time of withdrawal. No consent of, or execution of any document by, such Limited Partner shall be needed to effect the purchase of the Units pursuant to this Section 8.5.; or (cvii) Unless the General Partner determines otherwise in its sole discretion, his absolute dis- cretion that such Limited Partner's interest in the effective date of any withdrawal pursuant to this Section 8.5 Partnership should be withdrawn. The Limited Partner receiving such notice shall be the last day of the month in which notice of such withdrawal was given pursuant to this treated for all purposes and all respects as a Withdrawal Partner under Section 8.54.03.