Alternative Investment Vehicles. The Borrowers shall not (a) transfer the Uncalled Capital Commitment of any Investor to any Alternative Investment Vehicle or similar vehicle; or (b) cause Capital Contributions to be made or directed to an Alternative Investment Vehicle or similar vehicle, in each case, unless such Alternative Investment Vehicle or similar vehicle has joined the Credit Facility as an Additional Borrower in accordance with the terms hereof. The Borrowers shall not cause Capital Contributions to be made to any Affiliate of a Borrower that is not a Borrower hereunder or directly to any Asset.
Alternative Investment Vehicles. (a) Notwithstanding any other provision of this Agreement to the contrary, if at any time the General Partner determines that for legal, tax, regulatory or other considerations certain or all of the Partners should participate in a potential or existing Investment through one or more alternative investment structures, the General Partner may effect the making of all or any portion of such Investment outside of the Partnership:
(i) in the case of a potential Investment, by requiring certain or all Partners, to be admitted as limited partners or other investors and to make capital contributions with respect to such potential Investment directly to a special purpose vehicle or alternative investment vehicle (“Alternative Investment Vehicle”); or
(ii) in the case of an existing Investment, by transferring such Investment to an Investment Structure; and
(iii) in either case, by creating an Alternative Investment Vehicle and distributing interests therein to certain or all of the Partners as limited partners or other investors therein.
(b) In addition, the General Partner shall also have the right, to direct that Capital Contributions of certain or all Partners with respect to a potential Investment be made through an Alternative Investment Vehicle if, in the determination of the General Partner, the consummation of the potential Investment would be prohibited or unduly burdensome for the Partnership because of legal or regulatory constraints but would be permissible or less burdensome if an Alternative Investment Vehicle were utilised.
(c) Each Alternative Investment Vehicle will be controlled and managed by the General Partner or an Affiliate, and will be governed by organisational documents containing provisions substantially similar in all material respects to those of the Partnership, with such differences as may be required by the legal, tax, regulatory or other considerations referred to above. All references in this Section 7.9 to the limited partners of an Alternative Investment Vehicle shall be deemed to include all investors in an Alternative Investment Vehicle formed as a vehicle other than a limited partnership.
(d) Each Partner admitted to and investing in an Alternative Investment Vehicle shall be required to make capital contributions to such Alternative Investment Vehicle in a manner similar to that provided by Section 4.3 and each such Partner's Unfunded Capital Commitment shall be reduced by the amount of such contributions to the same extent ...
Alternative Investment Vehicles. If the Fund or any Member encounters legal, tax, regulatory or other similar impediments to the making of an investment, the Managing Member has the right to require that, for the purpose of making such investment, one or more Members contribute any portion or all of their outstanding Capital Contributions to an Alternative Investment Vehicle which, to the extent practicable, will have investment objectives, economic terms, limited liability, taxation and protections, conditions and management substantially similar to the Fund and shall be managed by the Managing Member or an Affiliate thereof. To the extent Members make Capital Contributions directly to Alternative Investment Vehicles instead of the Fund, such Capital Contributions shall be treated as if such capital contribution were a Capital Contribution to the Fund and for the purposes of this Agreement shall otherwise be treated as a Capital Contribution to the Fund unless and to the extent the context requires otherwise. If an Alternative Investment Vehicle is structured to co-invest with the Fund in a particular investment, such Alternative Investment Vehicle shall co-invest proportionately, directly or indirectly, in the same investments at the same time and on substantially the same terms and conditions as the Fund’s concurrent investment in such investment and shall share on a pro rata basis (in accordance with their relative investments) all expenses and liabilities with respect to such investment. Such Alternative Investment Vehicle shall dispose of all or any portion of such investment at substantially the same time at which the Fund disposes of a proportionate share of its concurrent investment and on terms which do not differ substantively from the terms on which the Fund disposes of such investment, except as reasonably required in order to achieve the legal, tax, regulatory or other similar purposes for which such Alternative Investment Vehicle is employed. To the extent any allocations of income or loss and distributions are made by an Alternative Investment Vehicle to the Members who made Capital Contributions directly to such Alternative Investment Vehicle instead of the Fund, such allocations and distributions shall be calculated and made as if such allocations and/or distributions were being made by the Fund pursuant to the terms of this Agreement and shall be treated as allocations and distributions by the Fund for all purposes of this Agreement unless and to the extent the context ...
Alternative Investment Vehicles. Cause or permit any Alternative Investment Vehicle to exist other than an Alternative Investment Vehicle that has, in the case of an Alternative Investment Vehicle that has the right to receive the proceeds of a Capital Call, joined this Agreement as a co-borrower, and in the case of an Alternative Investment Vehicle that has the right to make a Capital Call, joined this Agreement on terms substantially similar to General Partner, and in each case, pursuant to Loan Documents acceptable to Bank. In connection therewith, Borrower or General Partner shall provide Bank with authority documents acceptable to Bank, including, without limitation, a certificate from the Secretary of State or registrar of such Alternative Investment Vehicle’s jurisdiction of formation certifying that such Alternative Investment Vehicle is validly existing and is in good standing in such jurisdiction.
Alternative Investment Vehicles. (a) Notwithstanding anything in this Agreement to the contrary, if, in the reasonable determination of the General Partner, a potential Investment may give rise to adverse tax, legal or regulatory consequences to the Partnership or a Limited Partner, the General Partner may, but shall not be obligated to, direct that Capital Contributions of certain or all Partners with respect to such potential Investment be effected, directly or indirectly, through an alternative investment vehicle (each, an “Alternative Investment Vehicle”) if, in the determination of the General Partner, use of such a vehicle would reasonably be expected to minimize such adverse tax, legal or regulatory consequences.
(b) Each Alternative Investment Vehicle will be an entity that would provide for the limited liability of its investors (such as a limited partnership, limited liability company, corporation or other similar entity), with the General Partner or an Affiliate thereof as its controlling person and certain or all Limited Partners as its investors. The General Partner may give certain Limited Partners the ability, if they so elect, to invest in an Alternative Investment Vehicle that is treated as a corporation for United States federal income tax purposes. Each Alternative Investment Vehicle will be governed by a document or documents containing terms and conditions substantially comparable to this Agreement, which documents will be executed on behalf of the Limited Partners investing therein by the General Partner pursuant to the Power-of-Attorney granted by each of the Limited Partners pursuant to Section 12.3.
(c) Each Partner investing in an Alternative Investment Vehicle shall be obligated to make contributions to its capital or other investments in its Securities in a manner similar to that provided by Section 3.2, and each such Partner’s Available Capital Commitment shall be reduced by the amount of such contributions or other investments. The investment results of the Alternative Investment Vehicle shall be aggregated with the investment results of the Partnership for purposes of determining distributions either by the Partnership or such Alternative Investment Vehicle unless, in the determination of the General Partner after consultation with counsel and with the written consent of the Limited Partners participating in such Alternative Investment Vehicle, such aggregation would increase the likelihood of any of the tax consequences or legal or regulatory constraints de...
Alternative Investment Vehicles. Other than those Alternative Investment Vehicles which are in compliance with Section 7.14, no Alternative Investment Vehicles have been formed pursuant to or in accordance with the Operating Documents of Borrower.
Alternative Investment Vehicles. Borrower shall not cause or permit any Alternative Investment Vehicle to exist other than (i) pursuant to a transfer permitted under and subject to Section 6.5, or (ii) an Alternative Investment Vehicle that has joined this Agreement as an additional borrower or guarantor pursuant to Loan Documents reasonably acceptable to Administrative Agent. In connection therewith, Borrower shall provide Administrative Agent with authority documents acceptable to Administrative Agent, including, without limitation, an authority/enforceability opinion from such Alternative Investment Vehicle’s counsel and a certificate from the Secretary of State or registrar of such Alternative Investment Vehicle’s jurisdiction of formation certifying that such Alternative Investment Vehicle is validly existing and is in good standing in such jurisdiction. Under no circumstance shall (a) all or any portion of a Member’s Capital Commitment be transferred to an Alternative Investment Vehicle, (b) Capital Contributions be made or directed to an Alternative Investment Vehicle or (c) title to any Investment be transferred to an Alternative Investment Vehicle, in each case, without the prior written consent of Administrative Agent and the Required Lenders as an additional borrower or guarantor in accordance with this Section 7.14.
Alternative Investment Vehicles. If the Partnership or any investor encounters legal, tax or regulatory impediments to the investment in a potential asset or in the Partnership or in the Fund, to the fullest extent permitted by law, the General Partner may hold the asset outside the Partnership in (or permit the investors to hold their Interests in the Partnership or in the Fund through) one or more alternative vehicles (which entities may include a group trust, a blocker entity or an off-shore vehicle) organized by the General Partner or the investor and having investment objectives substantially identical, to the extent practicable, to those of the Partnership, but that would not encounter (or would appear to mitigate) such legal, tax or regulatory impediments (such alternative vehicles, the “Alternative Investment Vehicles”); provided, that the terms of such Alternative Investment Vehicles do not breach this Agreement. Each Alternative Investment Vehicle will be a limited partnership, limited liability company, or corporation whose general partner, managing member or voting shareholder, as the case may be, will be the General Partner and whose limited partners, non-managing members, or non-voting shareholders, as the case may be, will be investors of a similar class (such as institutional investors or tax-exempt investors). The conditions, concessions and economic terms of each such Alternative Investment Vehicle shall be substantially the same as those set forth in this Agreement. In connection with the investment program of the Fund, the General Partner may cause an Alternative Investment Vehicle to enter into obligations jointly and severally, including with respect to Investments and Indebtedness, with the Partnership, other Alternative Investment Vehicles, Parallel Investment Vehicles, and other Affiliates of the General Partner, including investment vehicles organized by the General Partner or its Affiliates. For the avoidance of doubt, the General Partner may organize other special purpose vehicles for any reason, and this provision shall not limit the General Partner’s authority in this respect.
Alternative Investment Vehicles. The Series General Partner has the right in connection with any Investment to direct the Total Commitments of some or all of the Limited Partners to be made through one or more alternative investment vehicles (“Alternative Investment Vehicles”) if, in the discretion of the Series General Partner, the use of such vehicle or vehicles would allow that Series to address legal or regulatory considerations or invest in a more tax efficient manner and/or would facilitate participation in certain types of investments. Any Alternative Investment Vehicle will contain terms and conditions substantially similar to those of the applicable Series and will be managed by the Investment Adviser or an Affiliate thereof. The profits and losses of an Alternative Investment Vehicle generally will be aggregated with those of the applicable Series for purposes of determining distributions by either such Series or such vehicle, unless the Series General Partner determines, in its discretion, that such aggregation would increase the risk of any adverse tax or other consequences.
Alternative Investment Vehicles. The second sentence of the first paragraph under the heading “Alternative Assets,” which begins with the words “For the avoidance of doubt…”, is hereby deleted in its entirety.
