Common use of Alternative Investment Vehicles Clause in Contracts

Alternative Investment Vehicles. (a) If the General Partner determines that it is advisable that all or any portion of a prospective investment in Real Estate Assets be made through an Alternative Investment Vehicle (including, without limitation, (i) for legal, tax, regulatory, structuring or other special needs or (ii) where the legal, tax, regulatory, structuring or other nature of an investment in Real Estate Assets will permit only certain Partners to hold direct or indirect interests in such investment), the General Partner shall be permitted to (A) structure the making of all or any portion of such prospective investment in Real Estate Assets outside of the Partnership by requiring one or more Limited Partners to fund all or any portion of their Capital Commitment with respect to such prospective investment to one or more Alternative Investment Vehicles or in different classes of securities of an Alternative Investment Vehicle or (B) structure the making of all or any portion of such prospective investment in Real Estate Assets by requiring the Partnership and (if applicable) the Parallel Funds to capitalize any such Alternative Investment Vehicle on behalf of the Limited Partners and the Fund Investors participating in such Alternative Investment Vehicle. In addition, the General Partner may, in its sole discretion, after an investment has been made by the Partnership or an Alternative Investment Vehicle, and based on the same determination described above, restructure the ownership of all or any portion of any such investment through a transfer of all or a portion of the Partnership’s, or such Alternative Investment Vehicle’s, as applicable, ownership interest in such investment to an Alternative Investment Vehicle or to the Partnership, as applicable, and the accompanying distribution of the ownership interests in such Alternative Investment Vehicle to one or more Partners. Subject to certain Limited Partners being excluded from an investment made through an Alternative Investment Vehicle by the General Partner, in its sole discretion, because the General Partner believes that the legal, tax, regulatory, structuring or other nature of such investment will not permit such Limited Partners to hold direct or indirect interests (each such excluded Limited Partner, an “Excluded Limited Partner”), the Partners may be required and permitted to make capital contributions directly to each such Alternative Investment Vehicle to the same extent, for the same purposes and on the same terms and conditions as Partners are required to make Capital Contributions to the Partnership, and such capital contributions shall reduce the Unfunded Capital Commitments of the Limited Partners to the same extent as if Capital Contributions were made to the Partnership with respect thereto. Each Partner (other than Excluded Partners) shall have the same economic interest in all material respects in investments made pursuant to this Section 2.9 as such Partner would have if such investment had been made solely by the Partnership (taking into account the effect of any Excluded Limited Partner), and the terms of any Alternative Investment Vehicle shall be substantially the same in all material respects to those of the Partnership to the maximum extent applicable. Distributions of cash and other property and the allocations of income, gain, loss, deduction, expense and credit, pursuant to this Agreement shall be determined as if each investment made by such Alternative Investment Vehicle were an investment made by the Partnership, taking into account all cash distributed by the Alternative Investment Vehicle and all allocations of income, gain, loss, deduction and credit allocated by the Alternative Investment Vehicle.

Alternative Investment Vehicles. (a) If the General Partner determines in its sole judgment that it is advisable that all or any portion of a prospective investment in Real Estate Assets be made through an Alternative Investment Vehicle (including, without limitation, (i) for legal, tax, regulatory, structuring regulatory or other special needs reasons it is in the best interests of any or (ii) where all of the legal, tax, regulatory, structuring 1051492.09-NYCSR02A - MSW Partners that all or other nature a portion of an Investment be made (or held) through an alternative investment in Real Estate Assets will permit only certain Partners to hold direct or indirect interests in such investment)structure, the General Partner shall be permitted to (A) may structure the making of all or any portion of such prospective investment in Real Estate Assets Investment (or the holding thereof if after the initial consummation of the Investment) outside of the Investment Partnership by requiring one any Partner or more Limited Partners to fund all make such Investment either directly or any portion indirectly through a limited liability entity (other than the Investment Partnership) that invests on a parallel basis with or in lieu of their Capital Commitment with respect the Investment Partnership (or by transferring the Investment to such prospective investment to one or more Alternative Investment Vehicles or in different classes of securities of an Alternative Investment Vehicle or vehicle if after the initial consummation thereof) (B) structure the making of all or any portion of such prospective investment in Real Estate Assets by requiring the Partnership and (if applicable) the Parallel Funds to capitalize any such Alternative Investment Vehicle on behalf of the Limited Partners and the Fund Investors participating in such structure or vehicle, an “Alternative Investment Vehicle. In addition, the General Partner may, in its sole discretion, after an investment has been made by the Partnership or an Alternative Investment Vehicle, and based on the same determination described above, restructure the ownership of all or any portion of any such investment through a transfer of all or a portion of the Partnership’s, or such Alternative Investment Vehicle’s, as applicable, ownership interest in such investment to an Alternative Investment Vehicle or to the Partnership, as applicable, and the accompanying distribution of the ownership interests in such Alternative Investment Vehicle to one or more Partners. Subject to certain Limited Partners being excluded from an investment made through an Alternative Investment Vehicle by the General Partner, in its sole discretion, because the General Partner believes that the legal, tax, regulatory, structuring or other nature of such investment will not permit such Limited Partners to hold direct or indirect interests (each such excluded Limited Partner, an “Excluded Limited Partner”), the . The Partners may will be required (and permitted permitted) to make capital contributions Capital Contributions directly to each such Alternative Investment Vehicle Vehicle, to the same extent, for the same purposes and on substantially the same terms and conditions as Partners are required to make Capital Contributions to the PartnershipInvestment Partnership (including, and without limitation, to perform such capital contributions shall reduce the Unfunded Capital Commitments Alternative Investment Vehicle’s obligations under any guaranty, indebtedness or other obligation of the Limited Partners to the same extent as if Capital Contributions were made to the Partnership with respect theretosuch Alternative Investment Vehicle). Each Partner (other than Excluded Partners) shall will have the same economic interest in all material respects in investments Investments made through Alternative Investment Vehicles pursuant to this Section 2.9 2.7 as such Partner would have if such investment Investment had been made solely by the Investment Partnership. The Incentive Distributions payable to the Special Limited Partners in respect of Investments made through Alternative Investment Vehicles shall be calculated in the same manner as, and shall be no greater in amount than, the Incentive Distributions that would have been payable to the Special Limited Partners if such Investments had been made by the Investment Partnership; provided that the investment results of Alternative Investment Vehicles and the investment results of the Investment Partnership (taking into account will be aggregated for purposes of calculating the effect Incentive Distributions unless the General Partner determines, in its sole discretion, and based on the advice of any Excluded tax counsel, that such aggregation would increase the risk of adverse legal, tax, regulatory or other consequences. The other terms and conditions of each Alternative Investment Vehicle will be substantially similar to those of the Investment Partnership. Each Alternative Investment Vehicle shall provide for the limited liability of the Limited Partner)Partners, and the terms General Partner or an Affiliate thereof shall serve as the general partner or in some other similar fiduciary capacity with respect to such Alternative Investment Vehicle. The limited partnership agreement and/or other organizational documents of any Alternative Investment Vehicle shall may be substantially the same in all material respects to those executed on behalf of the Partnership Limited Partners by any officer or director of the General Partner pursuant to the maximum extent applicable. Distributions power of cash and other property and attorney granted by each of the allocations of income, gain, loss, deduction, expense and credit, Limited Partners pursuant to this Agreement shall ARTICLE XVII; provided that the General Partner will deliver to each Limited Partner that is to be determined admitted as if each investment made by such a limited partner, member, stockholder or similar equity owner of an Alternative Investment Vehicle were an investment made by copies of the Partnership, taking into account all cash distributed by the Alternative Investment Vehicle and all allocations of income, gain, loss, deduction and credit allocated by the Alternative Investment Vehiclelimited partnership agreement and/or other organizational documents thereof at least five (5) Business Days prior to such admission.

Alternative Investment Vehicles. (a) If the General Partner Managing Member determines that it is advisable that all or any portion of a prospective investment in Real Estate Assets be made through an Alternative Investment Vehicle (includinggood faith that, without limitation, (i) for legal, taxtax or regulatory reasons, regulatory, structuring some or other special needs or (ii) where all of the legal, tax, regulatory, structuring or other nature of Members should participate in a potential Investment through an alternative investment in Real Estate Assets will permit only certain Partners to hold direct or indirect interests in such investment)structure, the General Partner Managing Member shall be permitted to (A) structure the making of all or any portion of such prospective investment in Real Estate Assets Investment outside of the Partnership Company by requiring one any such Member or more Limited Partners Members, as determined by the Managing Member in good faith, to fund all or any portion of their Capital Commitment with respect to make such prospective investment to one or more Investment indirectly through an Alternative Investment Vehicles or in different classes of securities of Vehicle. The Managing Member shall use its reasonable best efforts to ensure that the Alternative Investment Vehicle’s assets will not constitute “plan assets” under ERISA. The Members required to join such an Alternative Investment Vehicle or (B) structure the making of all or any portion of such prospective investment in Real Estate Assets by requiring the Partnership and (if applicable) the Parallel Funds to capitalize any such Alternative Investment Vehicle on behalf of the Limited Partners and the Fund Investors participating in such Alternative Investment Vehicle. In addition, the General Partner may, in its sole discretion, after an investment has been made by the Partnership or an Alternative Investment Vehicle, and based on the same determination described above, restructure the ownership of all or any portion of any such investment through a transfer of all or a portion of the Partnership’s, or such Alternative Investment Vehicle’s, as applicable, ownership interest in such investment to an Alternative Investment Vehicle or to the Partnership, as applicable, and the accompanying distribution of the ownership interests in such Alternative Investment Vehicle to one or more Partners. Subject to certain Limited Partners being excluded from an investment made through an Alternative Investment Vehicle by the General Partner, in its sole discretion, because the General Partner believes that the legal, tax, regulatory, structuring or other nature of such investment will not permit such Limited Partners to hold direct or indirect interests (each such excluded Limited Partner, an “Excluded Limited Partner”), the Partners may shall be required and permitted to make capital contributions Capital Contributions directly to each such Alternative Investment Vehicle Vehicle, to the same extent, for the same purposes and on the same terms and conditions as Partners Members are required to make Capital Contributions to the PartnershipCompany, and such capital contributions Capital Contributions shall reduce the Unfunded Capital Commitments Commitment of the Limited Partners Members required to join such an Alternative Investment Vehicle to the same extent as if Capital Contributions were made to the Partnership Company with respect thereto. The Managing Member may execute organizational documents of any such Alternative Investment Vehicle on behalf of the Members so required as contemplated pursuant to the power of attorney contained in Section 2.8 of this Agreement. Each Partner (other than Excluded Partners) Member shall have the same economic interest (on a pre-tax basis) in all material respects in investments Investments made pursuant to this Section 2.9 3.5 as such Partner Member would have if such investment Investment had been made solely by the Partnership (taking into account the effect of any Excluded Limited Partner)Company, and the other terms of any such Alternative Investment Vehicle shall be substantially the same identical in all material respects to those of the Partnership to Company, except for differences required for legal, tax, regulatory or liquidation reasons. Such Alternative Investment Vehicle (or the maximum extent applicable. Distributions of cash and other property and the allocations of income, gain, loss, deduction, expense and credit, pursuant to this Agreement shall be determined as if each investment made by entity in which such Alternative Investment Vehicle were invests) shall provide for the limited liability of the Members that is no less favorable than that provided for under Delaware law as a matter of the organizational documents of such Alternative Investment Vehicle (or the entity in which such Alternative Investment Vehicle invests) and as a matter of local law. The Managing Member or an investment Affiliate thereof will serve as the managing member (or equivalent thereof) with respect to such Alternative Investment Vehicle. Subject to applicable legal, tax and regulatory considerations, any Alternative Investment Vehicle shall terminate upon the termination of the Company. The determination of the allocations and distributions pursuant to Articles III and Article IX shall be calculated by treating investments made by any Alternative Investment Vehicles as having been made by the PartnershipCompany. During the duration of a Subscription Facility, taking into account all cash distributed by and notwithstanding the fact that an Alternative Investment Vehicle and may not be an obligor thereunder, all allocations of income, gain, loss, deduction and credit allocated by the Capital Contributions made to an Alternative Investment VehicleVehicle pursuant to this Section 3.5 shall be made to a Designated Account.

Alternative Investment Vehicles. (a) If Notwithstanding any other provision of this Agreement to the contrary, if at any time the General Partner determines in its sole discretion that it is advisable that all or any portion of a prospective investment in Real Estate Assets be made through an Alternative Investment Vehicle (including, without limitation, (i) for legal, tax, regulatory, structuring regulatory or other special needs similar considerations certain or (ii) where all of the legal, tax, regulatory, structuring Partners should participate in one or other nature of an more potential Investments through one or more alternative investment in Real Estate Assets will permit only certain Partners to hold direct or indirect interests in such investment)structures, the General Partner shall be permitted may effect (pursuant to (Athe power of attorney set forth in Section 12.3 and without any further action by the Limited Partners) structure the making of all or any portion of such prospective investment in Real Estate Assets outside of the Partnership by requiring one or more Limited Partners to fund all or any portion of their Capital Commitment with respect to such prospective investment to one or more Alternative Investment Vehicles or in different classes of securities of an Alternative Investment Vehicle or (B) structure the making of all or any portion of such prospective investment in Real Estate Assets by requiring the Partnership and (if applicable) the Parallel Funds to capitalize any such Alternative Investment Vehicle on behalf of the Limited Partners and the Fund Investors participating in such Alternative Investment Vehicle. In addition, the General Partner may, in its sole discretion, after an investment has been made by the Partnership or an Alternative Investment Vehicle, and based on the same determination described above, restructure the ownership of all or any portion of any such investment through a transfer of all or a portion outside of the Partnership’sPartnership by requiring certain or all Partners to be admitted as limited partners or other similar investors and to make capital contributions with respect to such potential Investment directly to a limited partnership or other similar vehicle (each such vehicle, or such an “Alternative Investment Vehicle’s”). For the avoidance of doubt, in the event that an ERISA Partner is required to be admitted as applicable, ownership interest in such investment a limited partner or other similar investor to an one or more Alternative Investment Vehicle or to Vehicles, the Partnership, as applicable, and the accompanying distribution constituent documents of the ownership interests in such Alternative Investment Vehicle shall contain substantially identical provisions regarding ERISA-related matters to one those contained in this Agreement. In addition, the General Partner shall also have the right to direct that capital contributions of certain or more Partners. Subject all Partners with respect to certain Limited Partners being excluded from an investment a potential Investment be made through an Alternative Investment Vehicle by if, in the determination of the General Partner, in its sole discretion, the consummation of the potential Investment would be prohibited or unduly burdensome for the Partnership because the General Partner believes that the legal, tax, regulatory, structuring of legal or other nature of such investment will not permit such Limited Partners to hold direct regulatory constraints but would be permissible or indirect interests (each such excluded Limited Partner, less burdensome if an “Excluded Limited Partner”), the Partners may be required and permitted to make capital contributions directly to each such Alternative Investment Vehicle to the same extent, for the same purposes and on the same terms and conditions as Partners are required to make Capital Contributions to the Partnership, and such capital contributions shall reduce the Unfunded Capital Commitments of the Limited Partners to the same extent as if Capital Contributions were made to the Partnership with respect theretoutilized. Each Partner (other than Excluded Partners) shall have the same economic interest in all material respects in investments made Alternative Investment Vehicle formed pursuant to this Section 2.9 as such Partner would have if such investment had been made solely 9.10 shall be controlled by the Partnership (taking into account General Partner or an Affiliate thereof, shall be managed by the effect of any Excluded Limited Partner)Manager or an Affiliate thereof, and the terms of any Alternative Investment Vehicle shall be governed by organizational documents containing provisions substantially the same similar in all material respects to those of the Partnership Partnership, with such differences as may be required by the legal, tax, regulatory or other similar considerations referred to above. All references in this Section 9.10 to the maximum extent applicablelimited 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. Distributions For the avoidance of cash doubt, the General Partner will use its commercially reasonable efforts to ensure that each Investment made through an Alternative Investment Vehicle is consummated and realized at the same time as such Investment is consummated and realized by the Partnership, subject to any requirements imposed by the legal, tax, regulatory and other property and similar considerations which required the allocations use of income, gain, loss, deduction, expense and credit, pursuant to this Agreement shall be determined as if each investment made by such Alternative Investment Vehicle were an investment made by the Partnership, taking into account all cash distributed by the Alternative Investment Vehicle and all allocations of income, gain, loss, deduction and credit allocated by the Alternative Investment Vehiclein connection with such Investment.