Common use of Alternative Investment Vehicles Clause in Contracts

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 as if such contributions were made to the Partnership. With respect to each investment in which an Alternative Investment Vehicle participates with the Partnership, any investment expenses or indemnification obligations related to such investment shall be borne by the Partnership, such Alternative Investment Vehicle and any other Parallel Vehicle in proportion to the amount committed by each entity to such investment. Any priority profit share, management fee or similar payment funded by a Partner with respect to the general partner (or similar entity) of an Alternative Investment Vehicle shall reduce such Partner's share of the Investment Management Fee calculated with respect to such Partner by a corresponding amount. (e) The investment results of an Alternative Investment Vehicle will be aggregated with the investment results of the Partnership for purposes of determining distributions by the Partnership and such Alternative Investment Vehicle, unless the General Partner in its sole discretion elects otherwise, based on its determination that such aggregation increases the risk of any adverse tax consequences or imposes legal or regulatory constraints. (f) Each Limited Partner xxxxxx acknowledges and agrees that: (i) the General Partner shall be entitled to make all determinations with respect to the structuring of Investments pursuant to this Agreement in its sole discretion but acting always in accordance with the terms of this Agreement, and, except as expressly required herein, the General Partner shall in no event be required to structure any Investment in order to address or give effect to the individual objectives or considerations of any single Partner or group of Partners; and (ii) the General Partner shall have no liability to the Partnership, any Partner, or any other person arising from any such structuring determination in connection with the structuring of an Investment in any particular manner, except to the extent such determination or structuring decision constitutes gross negligence, wilful default, actual fraud, conviction of a crime, material breach of this Agreement which has not been cured, material breach of fiduciary duties or reckless disregard of duties. (g) In the event that the General Partner or an Affiliate forms one or more Alternative Investment Vehicles, the General Partner shall have full authority, without the consent of the Limited Partners or any other person, to amend this Agreement as may be necessary or appropriate to facilitate the formation and operation of such Alternative Investment Vehicle and the investments contemplated by this Section 7.9, and to interpret in good faith any provision of this Agreement, whether or not so amended, to give effect to the intent of the provisions of this Section 7.9. The limited partnership agreement or other organisational or transfer documents of any Alternative Investment Vehicle and any other documents reflecting the admission of the Limited Partners to such Alternative Investment Vehicle will be executed on behalf of the Limited Partners investing therein by the General Partner. (h) If any Investments are made by the Partnership and an Alternative Investment Vehicle in parallel, the General Partner shall manage the Investments of the Partnership and the Alternative Investment Vehicle on a combined uniform basis in order that, to the extent practical following the General Partner's best efforts, investments and dispositions of Investments and any related distributions to the Partnership and the Alternative Investment Vehicle shall be at the same time and on the same terms (except to the extent necessary to address tax, legal or regulatory considerations) and pro rata based upon their relative investment holdings.

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, subject in all cases to Section 13.2, 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 Structureinvestment holding vehicle; 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, subject in all cases to Section 13.2, 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 Partner, an Affiliate thereof or an AffiliateExternal Service Provider, 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 6.9 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 3.3 and each such Partner's Unfunded Capital Commitment shall be reduced by the amount of such contributions to the same extent as if such contributions were made to the Partnership. With respect to each investment in which an Alternative Investment Vehicle participates with the Partnership, any investment expenses or indemnification obligations related to such investment shall be borne by the Partnership, such Alternative Investment Vehicle and any other Parallel Vehicle in proportion to the amount committed by each entity to such investment. Any priority profit share, management fee or similar payment funded by a Partner with respect to the general partner (or similar entity) of an Alternative Investment Vehicle shall reduce such Partner's share of the Investment Portfolio Management Fee calculated with respect to such Partner by a corresponding amount. (e) The investment results of an Alternative Investment Vehicle will be aggregated with the investment results of the Partnership for purposes of determining distributions by the Partnership and such Alternative Investment Vehicle, unless the General Partner in its sole discretion elects otherwise, based on its determination that such aggregation increases the risk of any adverse tax consequences or imposes legal or regulatory constraints. (f) Each Limited Partner xxxxxx acknowledges and agrees that: (i) the General Partner shall be entitled to make all determinations with respect to the structuring of Investments pursuant to this Agreement in its sole discretion but acting always in accordance with the terms of this Agreement, and, except as expressly required herein, the General Partner shall in no event be required to structure any Investment in order to address or give effect to the individual objectives or considerations of any single Partner or group of Partners; and (ii) the General Partner shall have no liability to the Partnership, any Partner, or any other person arising from any such structuring determination in connection with the structuring of an Investment in any particular manner, except to the extent such determination or structuring decision constitutes gross negligence, wilful default, actual fraud, conviction of a crime, material breach of this Agreement which has not been cured, material breach of fiduciary duties or reckless disregard of duties. (g) In the event that the General Partner Partner, an Affiliate thereof or an Affiliate External Service Provider, forms one or more Alternative Investment Vehicles, the General Partner shall have full authority, without the consent of the Limited Partners or any other person, to amend this Agreement as may be necessary or appropriate to facilitate the formation and operation of such Alternative Investment Vehicle and the investments contemplated by this Section 7.96.9, and to interpret in good faith any provision of this Agreement, whether or not so amended, to give effect to the intent of the provisions of this Section 7.9. The limited partnership agreement or other organisational or transfer documents of any Alternative Investment Vehicle and any other documents reflecting the admission of the Limited Partners to such Alternative Investment Vehicle will be executed on behalf of the Limited Partners investing therein by the General Partner. (h) If any Investments are made by the Partnership and an Alternative Investment Vehicle in parallel, the General Partner shall manage the Investments of the Partnership and the Alternative Investment Vehicle on a combined uniform basis in order that, to the extent practical following the General Partner's best efforts, investments and dispositions of Investments and any related distributions to the Partnership and the Alternative Investment Vehicle shall be at the same time and on the same terms (except to the extent necessary to address tax, legal or regulatory considerations) and pro rata based upon their relative investment holdings.Section

Alternative Investment Vehicles. (ai) Notwithstanding any other provision If, in the determination of this Agreement to the contrary, if at any time the General Partner determines that for Partner, a potential Investment or an existing Investment (or portion thereof) may give rise to any adverse legal, taxaccounting, business, regulatory or other considerations certain tax consequences to the Partnership, the Master Fund, any Healthcare Company or all of the Partners should participate in a potential or existing Investment through one or more alternative investment structuresany Partner, the General Partner may effect shall have the making right to direct that Capital Contributions 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 Partners with respect to such potential Investment directly to a special purpose vehicle or alternative investment vehicle (“Alternative Investment Vehicle”); be effected through, or (ii) , in the case of an existing Investment (or portion thereof), shall have the right to transfer all or a portion of such existing Investment to, one or more alternative investment vehicles (each, an “Alternative Investment Vehicle”) if, in the determination of the General Partner use of such a vehicle would reasonably be expected to ameliorate such legal, accounting, business, regulatory or tax consequences and/or facilitate participation in such Investment; provided, by transferring such Investment to an Investment Structure; and (iii) in either case, by creating that the General Partner shall not make use of an Alternative Investment Vehicle and distributing interests therein to certain avoid adverse legal, accounting, business, regulatory or all of tax consequences applicable solely to the Partners as limited partners or other investors therein. (b) In addition, General Partner if doing so would have an adverse effect on the Limited Partners. The General Partner shall also have the right, right to direct that Capital Contributions of certain or all Partners with respect to a potential Investment be made through through, or, in the case of an existing Investment (or portion thereof), shall have the right to transfer all or a portion of such existing Investment to, an Alternative Investment Vehicle if, in the determination of the General Partner, the consummation of the potential Investment or the continued holding of such existing Investment (or portion thereof) would be prohibited or unduly burdensome for the Partnership because of legal legal, tax or regulatory constraints but would be permissible or less burdensome if an Alternative Investment Vehicle were utilisedis utilized. (cii) Each Alternative Investment Vehicle shall be an entity that provides for the limited liability of the Limited Partners (such as a limited partnership, limited liability company, corporation or other entity), with the General Partner or an Affiliate thereof as its controlling person and certain or all Limited Partners as its investors; provided, that in connection with making any Investment through an Alternative Investment Vehicle organized outside of the United States, the General Partner shall obtain an opinion of counsel regarding such jurisdiction’s recognition of the limited liability status of the investors in such Alternative Investment Vehicle. Each Alternative Investment Vehicle will be controlled governed by a document or documents containing terms and managed conditions substantially comparable to this Agreement, which documents shall be executed on behalf of the Limited Partners investing therein by the General Partner or an Affiliate, and will be governed pursuant to the power of attorney granted by organisational documents containing provisions substantially similar in all material respects to those each of the PartnershipLimited Partners (if permissible under any laws or regulations applicable to such Limited Partner) pursuant to Section 10.2 (Power of Attorney); provided, with such differences as may be required by that the legal, tax, regulatory or other considerations referred terms and conditions applicable to above. All references in this Section 7.9 to the limited partners of an Alternative Investment Vehicle may vary to address the legal, accounting, business, regulatory or tax concerns that led to the formation of the Alternative Investment Vehicle. Copies of such documents shall be deemed provided to include all investors each Limited Partner that participates in an such Alternative Investment Vehicle formed as a vehicle other than a limited partnershipVehicle. (diii) Each Partner admitted to and investing in an Alternative Investment Vehicle shall be required obligated to make capital contributions to such Alternative Investment Vehicle its capital or other investments in its Securities in a manner similar to that provided by Section 4.3 3.1 (Capital Contributions) (either directly to the Alternative Investment Vehicle or through the use of Capital Contributions contributed by the Partnership to the Alternative Investment Vehicle), and each such Partner's ’s Unfunded Capital Commitment shall be reduced by the amount of such contributions to the same extent as if such contributions were made to the Partnership. With respect to each investment or other investments or increased in which an Alternative Investment Vehicle participates accordance with the Partnership, any terms of this Agreement. The investment expenses or indemnification obligations related to such investment shall be borne by results of the Partnership, such Alternative Investment Vehicle and any other Parallel Vehicle in proportion to the amount committed by each entity to such investment. Any priority profit share, management fee or similar payment funded by a Partner with respect to the general partner (or similar entity) of an Alternative Investment Vehicle shall reduce such Partner's share of the Investment Management Fee calculated with respect to such Partner by a corresponding amount. (e) The investment results of an Alternative Investment Vehicle will be aggregated with the investment results of the Partnership for purposes of determining distributions either by the Partnership and or such Alternative Investment Vehicle, unless the General Partner in its sole discretion elects otherwise, based on its determination determines that such aggregation increases the risk of any adverse tax consequences on, or imposes legal or regulatory constraints. (f) Each Limited Partner xxxxxx acknowledges and agrees that: (i) constraints or creates contractual or business risks that would be undesirable for, the Partnership or the Partners provided, that the investment results of an Alternative Investment Vehicle shall not be disaggregated from the investment results of the Partnership solely to benefit the General Partner shall be entitled to make all determinations with respect to if doing so would have an adverse effect on the structuring of Investments pursuant to this Agreement in its sole discretion but acting always in accordance with the terms Limited Partners. For purposes of this Agreement, andall amounts distributed to, except as expressly required hereinor otherwise received by, the General Partner an Alternative Investment Vehicle shall in no event be required to structure any Investment in order to address or give effect (subject to the individual objectives preceding sentence for purposes of determining allocations and distributions either by the Partnership or considerations of any single Partner or group of Partners; andsuch Alternative Investment Vehicle) be treated as having been distributed directly to Limited Partners participating in such Investment through such Alternative Investment Vehicle. (iiiv) Costs and expenses relating to an Alternative Investment Vehicle, including its formation and entity-level taxes, shall be borne solely by the General Partner shall have no liability to Partners who invest therein. (v) An Alternative Investment Vehicle, if it invests in an Investment alongside the Master Fund or the Partnership, any Partnershall, or any other person arising from any such structuring determination in connection with the structuring of an Investment in any particular manner, except to the extent such determination or structuring decision constitutes gross negligencepracticable (taking into account, wilful default, actual fraud, conviction of a crime, material breach of this Agreement which has not been cured, material breach of fiduciary duties or reckless disregard of duties. (g) In the event that the General Partner or an Affiliate forms one or more Alternative Investment Vehiclesfor example, the General Partner shall have full authority, without the consent of the Limited Partners or any other person, to amend this Agreement as may be necessary or appropriate to facilitate the formation and operation of purposes for which such Alternative Investment Vehicle was formed, the Partners investing therein, any excused, excluded, withdrawn, terminated or defaulting partners, the size and the investments contemplated by this Section 7.9, and to interpret in good faith any provision of this Agreement, whether or not so amended, to give effect to the intent nature of the provisions of this Section 7.9. The limited partnership agreement or Investment and such other organisational or transfer documents of any Alternative Investment Vehicle and any other documents reflecting the admission of the Limited Partners to such Alternative Investment Vehicle will be executed on behalf of the Limited Partners investing therein by the General Partner. (h) If any Investments are made by the Partnership and an Alternative Investment Vehicle in parallel, considerations the General Partner shall manage the Investments reasonably deems relevant), dispose of the Partnership and the Alternative Investment Vehicle on its investment (or a combined uniform basis in order that, to the extent practical following the General Partner's best efforts, investments and dispositions of Investments and any related distributions to the Partnership and the Alternative Investment Vehicle shall be proportionate share thereof) at the same time and on substantially similar terms as the same terms Master Fund or the Partnership (except provided, that the Alternative Investment Vehicle shall not be obligated to distribute to its partners, and may continue to hold in the Alternative Investment Vehicle, any investment that is distributed in-kind to the extent necessary to address tax, legal or regulatory considerations) and pro rata based upon their relative investment holdingsPartners).

Alternative Investment Vehicles. (a) Notwithstanding any other provision of this Agreement to the contrary, if at any time If the General Partner determines in its sole judgment that for legal, tax, regulatory or other considerations certain reasons it is in the best interests of any or all of the 1051492.09-NYCSR02A - MSW Partners should participate in that all or a potential portion of an Investment be made (or existing Investment held) through one or more an alternative investment structuresstructure, the General Partner may effect structure the making of all or any portion of such Investment (or the holding thereof if after the initial consummation of the Investment) outside of the Partnership: (i) in the case of a potential Investment, Investment Partnership by requiring certain any Partner or all Partners, to be admitted as limited partners or other investors and Partners to make capital contributions such Investment either directly or indirectly through a limited liability entity (other than the Investment Partnership) that invests on a parallel basis with respect or in lieu of the Investment Partnership (or by transferring the Investment to such potential Investment directly to a special purpose vehicle if after the initial consummation thereof) (any such structure or alternative investment vehicle (vehicle, an “Alternative Investment Vehicle”); or . The Partners will be required (iiand permitted) to make Capital Contributions directly to each such Alternative Investment 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 Investment Partnership (including, without limitation, to perform such Alternative Investment Vehicle’s obligations under any guaranty, indebtedness or other obligation of such Alternative Investment Vehicle). Each Partner will have the same economic interest in Investments made through Alternative Investment Vehicles pursuant to this Section 2.7 as such Partner would have if such Investment had been made 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 case 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 an existing Investment, by transferring such Investment to an Investment Structure; and (iii) in either case, by creating an Alternative Investment Vehicle Vehicles and distributing interests therein to certain or all the investment results of the Partners as limited partners or other investors therein. (b) In addition, Investment Partnership will be aggregated for purposes of calculating the Incentive Distributions unless 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 ifdetermines, 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 Affiliateits sole discretion, and will be governed by organisational documents containing provisions substantially similar in all material respects to those based on the advice of tax counsel, that such aggregation would increase the Partnership, with such differences as may be required by the risk of adverse legal, tax, regulatory or other considerations referred to aboveconsequences. All references in this Section 7.9 to the limited partners The other terms and conditions 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 as if such contributions were made to the Partnership. With respect to each investment in which an Alternative Investment Vehicle participates with the Partnership, any investment expenses or indemnification obligations related to such investment shall be borne by the Partnership, such Alternative Investment Vehicle and any other Parallel Vehicle in proportion to the amount committed by each entity to such investment. Any priority profit share, management fee or similar payment funded by a Partner with respect to the general partner (or similar entity) of an Alternative Investment Vehicle shall reduce such Partner's share of the Investment Management Fee calculated with respect to such Partner by a corresponding amount. (e) The investment results of an Alternative Investment Vehicle will be aggregated with the investment results substantially similar to those of the Partnership for purposes of determining distributions by the Partnership and such Investment Partnership. Each Alternative Investment VehicleVehicle shall provide for the limited liability of the Limited Partners, unless the General Partner in its sole discretion elects otherwise, based on its determination that such aggregation increases the risk of any adverse tax consequences or imposes legal or regulatory constraints. (f) Each Limited Partner xxxxxx acknowledges and agrees that: (i) the General Partner shall be entitled to make all determinations with respect to the structuring of Investments pursuant to this Agreement in its sole discretion but acting always in accordance with the terms of this Agreement, and, except as expressly required herein, the General Partner shall in no event be required to structure any Investment in order to address or give effect to the individual objectives or considerations of any single Partner or group of Partners; and (ii) the General Partner shall have no liability to the Partnership, any Partner, or any other person arising from any such structuring determination in connection with the structuring of an Investment in any particular manner, except to the extent such determination or structuring decision constitutes gross negligence, wilful default, actual fraud, conviction of a crime, material breach of this Agreement which has not been cured, material breach of fiduciary duties or reckless disregard of duties. (g) In the event that the General Partner or an Affiliate forms one thereof shall serve as the general partner or more Alternative Investment Vehicles, the General Partner shall have full authority, without the consent of the Limited Partners or any in some other person, similar fiduciary capacity with respect to amend this Agreement as may be necessary or appropriate to facilitate the formation and operation of such Alternative Investment Vehicle and the investments contemplated by this Section 7.9, and to interpret in good faith any provision of this Agreement, whether or not so amended, to give effect to the intent of the provisions of this Section 7.9Vehicle. The limited partnership agreement or and/or other organisational or transfer organizational documents of any Alternative Investment Vehicle and any other documents reflecting the admission of the Limited Partners to such Alternative Investment Vehicle will may be executed on behalf of the Limited Partners investing therein by any officer or director of the General Partner. (h) If any Investments are made Partner pursuant to the power of attorney granted by each of the Partnership and Limited Partners pursuant to ARTICLE XVII; provided that the General Partner will deliver to each Limited Partner that is to be admitted as a limited partner, member, stockholder or similar equity owner of an Alternative Investment Vehicle in parallel, the General Partner shall manage the Investments copies of the Partnership and the Alternative Investment Vehicle on a combined uniform basis in order that, limited partnership agreement and/or other organizational documents thereof at least five (5) Business Days prior to the extent practical following the General Partner's best efforts, investments and dispositions of Investments and any related distributions to the Partnership and the Alternative Investment Vehicle shall be at the same time and on the same terms (except to the extent necessary to address tax, legal or regulatory considerations) and pro rata based upon their relative investment holdingssuch admission.

Alternative Investment Vehicles. (ai) Notwithstanding any other provision If in the determination 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 investment may give rise to any adverse tax or existing Investment through one ERISA consequences to the Partnership or more alternative investment structuresany Partner, then, the General Partner may effect shall (A) have the making right to direct that Capital Contributions 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 Partners with respect to such potential Investment directly to a special purpose vehicle or investment be effected through an alternative investment vehicle (each, an “Alternative Investment Vehicle”); or ) and (iiB) in the case of an existing Investmentinvestment (or portion thereof), by transferring have the right to transfer all or a portion of such Investment investment to an Investment Structure; and (iii) in either case, by creating an Alternative Investment Vehicle and distributing interests therein to certain or all Vehicle; provided, that, in the reasonable determination of the General Partner, use of such Alternative Investment Vehicle would reasonably be expected to ameliorate such consequences to the Partnership or any such Partners as limited partners without any significant adverse tax, legal, regulatory or economic impact on any of the other investors therein. (b) In addition, the Partners. The General Partner shall also have the right, right to direct that Capital Contributions of certain or all Partners with respect to a potential Investment investment be made through an Alternative Investment Vehicle and the right to transfer all or a portion of an existing investment to an Alternative Investment Vehicle if, in the reasonable determination of the General Partner, (I) the use of the Alternative Investment Vehicle would facilitate Limited Partnership Agreement 21 026879.0101\273496.04 participation by certain investors in certain types of potential investments or (II) the consummation of the potential Investment 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 utilisedis utilized. (cii) Each Alternative Investment Vehicle will be controlled an entity that would provide for the limited liability of the Limited Partners (such as a limited partnership, limited liability company, corporation or other similar entity), with the General Partner, an Administrative Manager or an Affiliate thereof as its controlling person and managed certain or all Limited Partners as its investors. Tax-Exempt Partners and Non- U.S. Partners may, if they so elect, invest in the Alternative Investment Vehicle through an entity 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 (iii) With the consent, or at the direction, of the General Partner in its sole discretion, as applicable, one or more Alternative Investment Vehicles may be utilized to make an Affiliateinvestment (A) indirectly through the Partnership as a Limited Partner of the Partnership or as a partner, member or owner of another Alternative Investment Vehicle (a “Partner Vehicle”); (B) directly at the same time, on the same terms and will be governed by organisational documents containing provisions substantially similar subject to the same conditions as the Partnership; (C) directly in all material respects to those lieu of the Partnership, with such differences ; or (D) as may be required by a corporate subsidiary of the legal, tax, regulatory Partnership or other considerations referred to above. All references in this Section 7.9 to the limited partners of an Alternative Investment Vehicle to which (I) in the case of an existing investment, all or a portion of an existing investment is contributed or (II) in the case of a potential investment, the Capital Contributions of Tax-Exempt Partners and Non- U.S. Partners, or other Partners, as applicable, toward such investment will be contributed by the Partnership or the Alternative Investment Vehicle, as the case may be, and which will invest in such investment as and when the Partnership or the Alternative Investment Vehicle, as the case may be, so invests (in which event costs and expenses (including entity level taxes) relating to the corporation, and all other items of income, gain or loss received by the Partnership or the Alternative Investment Vehicle, as the case may be, in respect of such corporation shall be deemed specifically allocated to include the Partners whose Capital Contributions toward such investment were contributed, and all investors other items of income, gain or loss received by the Partnership or the Alternative Investment Vehicle, as the case may be, from such investment shall be specifically allocated to the other Partners, so that the other Partners shall be entitled to receive the same allocations of income, gains and losses, and the same investment distributions, as they would have received if the affected Partners making the Capital Contributions or holding their interest in an such existing investment (or portion thereof) through the corporation had invested in the investment or continued to hold their interest in such existing investment (or portion thereof) directly through the Partnership). For example, without limitation, if the Partnership determines to invest in a partnership or other entity that is treated as a Limited Partnership Agreement 22 026879.0101\273496.04 “flow through” entity for United States federal income tax purposes and which, as a result, could cause the Partnership to incur UBTI or could cause a Non-U.S. Partner to recognize ECI from the Partnership, the General Partner may create one or more Partner Vehicles that is classified as a corporation for United States federal income tax purposes through which each Tax-Exempt Partner or Non- U.S. Partner, and other Partners, as the case may be, shall indirectly invest in such investment (either through the Partnership or through another Alternative Investment Vehicle). Costs and expenses relating to such Partner Vehicle (including entity-level taxes) shall be borne solely by such Tax-Exempt Partners, Non-U.S. Partners and other Partners who invest therein. With respect to any other Alternative Investment Vehicle formed as a vehicle other than a limited partnershipstructure, the General Partner may, in its discretion (but shall not be required to), offer each Limited Partner that would invest in such Alternative Investment Vehicle the opportunity to be excused from the affected investment in accordance with the provisions of this Agreement if such Limited Partner reasonably believes that such Alternative Investment Vehicle structure does not satisfy the General Partner’s obligation hereunder. (div) Each Partner admitted to and investing in an Alternative Investment Vehicle shall be required obligated to make capital contributions to such Alternative Investment Vehicle it in a manner similar to that provided by Section 4.3 this Agreement, and each such Partner's Unfunded Capital ’s Unpaid Commitment shall be reduced by the amount of such contributions to contributions. The investment results of the same extent as if such contributions were made to the Partnership. With respect to each investment in which an Alternative Investment Vehicle participates with the Partnership, any investment expenses or indemnification obligations related to such investment shall be borne by the Partnership, such Alternative Investment Vehicle and any other Parallel Vehicle in proportion to the amount committed by each entity to such investment. Any priority profit share, management fee or similar payment funded by a Partner with respect to the general partner (or similar entity) of an Alternative Investment Vehicle shall reduce such Partner's share of the Investment Management Fee calculated with respect to such Partner by a corresponding amount. (e) The investment results of an Alternative Investment Vehicle will be aggregated with the investment results of the Partnership for purposes of determining distributions either by the Partnership or such Alternative Investment Vehicle. For purposes of this Agreement, all amounts distributed to, or otherwise received by, an Alternative Investment Vehicle shall, subject to the preceding sentence for purposes of determining allocations and distributions either by the Partnership or such Alternative Investment Vehicle, unless the General be treated as having been distributed directly to Limited Partners participating in such investment through such Alternative Investment Vehicle. Each Partner in its sole discretion elects otherwise, based on its determination agrees that such aggregation increases the risk of any adverse tax consequences or imposes legal or regulatory constraints. (f) Each Limited Partner xxxxxx acknowledges and agrees that: (i) the General Partner shall be entitled deemed to make all determinations have complied with the provisions of this Agreement with respect to an investment if an Alternative Investment Vehicle described in the structuring second sentence of Investments pursuant to this Agreement in its sole discretion but acting always in accordance with the terms of this Agreement, and, except as expressly required herein, the General Partner shall in no event be required to structure any Investment in order to address or give effect to the individual objectives or considerations of any single Partner or group of Partners; and clause (ii) above or clause (D) of the General first sentence of clause (iii) above is utilized with respect to such investment, or such Partner is given the opportunity to be excused from such investment as described in the final sentence of clause (iii) above. Each Alternative Investment Vehicle and Partner Vehicle, as the case may be, shall have no liability bear all expenses relating to its formation, operation, and liquidation. (v) Each Partner Vehicle that makes an investment through the Partnership shall be admitted to the PartnershipPartnership as a Limited Partner; provided, however, that no Partner Vehicle shall be deemed to be a Limited Partner or to have an interest in the Partnership for purposes of any Partner, or any other person arising from any such structuring determination in connection with the structuring of an Investment in any particular manner, except to the extent such determination or structuring decision constitutes gross negligence, wilful default, actual fraud, conviction of a crime, material breach provision of this Agreement which has not been cured, material breach of fiduciary duties relating to the vote or reckless disregard of duties. (g) In the event that the General Partner or an Affiliate forms one or more Alternative Investment Vehicles, the General Partner shall have full authority, without the consent of the Limited Partners or any other person, to amend this Agreement as may be necessary or appropriate to facilitate the formation and operation of such Alternative Investment Vehicle and the investments contemplated by this Section 7.9, and to interpret in good faith any provision of this Agreement, whether or not so amended, to give effect to the intent of the provisions of this Section 7.9Partners. The limited partnership agreement or other organisational or transfer documents of any Alternative Investment Vehicle and any other documents reflecting the admission of the Limited Partners to such Alternative Investment Vehicle will be executed on behalf of the Limited Partners investing therein by the General Partner. (h) If any Investments are made by the Partnership and an Alternative Investment Vehicle in parallel, the General Each Partner shall manage the Investments of the Partnership and the Alternative Investment Vehicle on a combined uniform basis in order that, to the extent practical following the General Partner's best efforts, investments and dispositions of Investments and any related distributions to the Partnership and the Alternative Investment Vehicle shall be at treated as an Excluded Partner with respect to each investment other than the same time and on the same terms (except to the extent necessary to address tax, legal or regulatory considerations) and pro rata based upon their relative investment holdingsfor which it is organized.

Alternative Investment Vehicles. (a) Notwithstanding any other provision of this Agreement to the contrary, if at any time 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 regulatory, structuring or other considerations 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 all of the Partners should participate indirect interests in a potential or existing Investment through one or more alternative investment structuressuch investment), the General Partner may effect shall be permitted to (A) structure the making of all or any portion of such Investment prospective investment in Real Estate Assets outside of the Partnership: (i) in the case of a potential Investment, Partnership by requiring certain one or more Limited Partners to fund all Partners, to be admitted as limited partners or other investors and to make capital contributions any portion of their Capital Commitment with respect to such potential Investment directly prospective investment to a special purpose vehicle one or alternative investment vehicle (“more Alternative Investment Vehicle”); or (ii) Vehicles or in the case different classes of an existing Investment, by transferring such Investment to an Investment Structure; and (iii) in either case, by creating 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 distributing interests therein (if applicable) the Parallel Funds to certain or all capitalize any such Alternative Investment Vehicle on behalf of the Limited Partners as limited partners or other investors therein. (b) and the Fund Investors participating in such Alternative Investment Vehicle. In addition, the General Partner shall also have may, in its sole discretion, after an investment has been made by the rightPartnership 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 direct that Capital Contributions 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 or all Limited Partners with respect to a potential Investment be being excluded from an investment made through an Alternative Investment Vehicle if, in the determination of by the General Partner, in its sole discretion, because the consummation 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 potential Investment would Partners may be prohibited or unduly burdensome for the Partnership because of legal or regulatory constraints but would be permissible or less burdensome if an 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 utilised. made to the Partnership with respect thereto. Each Partner (cother than Excluded Partners) Each 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 will shall be controlled and managed by substantially the General Partner or an Affiliate, and will be governed by organisational documents containing provisions substantially similar same 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 Partnership to the limited partners maximum extent applicable. Distributions of an Alternative Investment Vehicle cash and other property and the allocations of income, gain, loss, deduction, expense and credit, pursuant to this Agreement shall be deemed to include all investors in an Alternative Investment Vehicle formed determined 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 if each investment made by 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 as if such contributions were an investment made to the Partnership. With respect to each investment in which an Alternative Investment Vehicle participates with the Partnership, any investment expenses or indemnification obligations related to such investment shall be borne by the Partnership, such 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. (b) The General Partner shall allocate all Operating Expenses among the Partnership and any other Parallel Vehicle in proportion Alternative Investment Vehicles pro rata (according to the amount committed by each entity to such investment. Any priority profit shareaggregate Capital Commitments of the Partners and the respected Capital Commitments of investors in any Alternative Investment Vehicles); provided, management fee or similar payment funded by a that any Operating Expenses that the General Partner with respect determines are specific to the general partner Partnership or one or more Alternative Investment Vehicles (including expenses associated with Partnership or similar entity) of an Alternative Investment Vehicle level taxes) shall reduce such Partner's share of the Investment Management Fee calculated with respect be allocated, on a basis that they determine is fair and reasonable to such Partner by a corresponding amount. (e) The investment results of an Alternative Investment Vehicle will be aggregated with the investment results of the Partnership for purposes of determining distributions by at the Partnership and such Alternative Investment Vehicle, unless the General Partner in its sole discretion elects otherwise, based on its determination that such aggregation increases the risk of any adverse tax consequences or imposes legal or regulatory constraintsbut taking into account those provisions relating to Defaulting Partners. (fc) Each Limited Partner xxxxxx acknowledges and agrees that: (i) the General Partner shall be entitled to make all determinations with respect Notwithstanding anything to the structuring of Investments pursuant to this Agreement in its sole discretion contrary herein (but acting always in accordance with the terms of this Agreement, and, except as expressly required herein, the General Partner shall in no event be required to structure any Investment in order to address or give effect subject to the individual objectives or considerations of any single Partner or group of Partners; and (ii) the General Partner shall have no liability to the Partnershiplimitations set forth in Section 15.3(c)), any Partner, or any other person arising from any such structuring determination in connection with the structuring of an Investment in any particular manner, except to the extent such determination or structuring decision constitutes gross negligence, wilful default, actual fraud, conviction of a crime, material breach of this Agreement which has not been cured, material breach of fiduciary duties or reckless disregard of duties. (g) In the event that the General Partner or an Affiliate thereof forms one or more Alternative Investment Vehicles, the General Partner shall have full authority, without the consent of the Limited Partners or any other person, Person (including any Fund Investors) to amend this Agreement as may be necessary necessary, desirable or appropriate to facilitate the formation and operation of such Alternative Investment Vehicle Vehicles and the investments contemplated by this Section 7.9, 2.9 and to interpret in good faith any provision of this Agreement, whether or not so amended, to give effect to the intent of the provisions of this Section 7.9. The limited partnership agreement or other organisational or transfer documents of any Alternative Investment Vehicle and any other documents reflecting the admission of the Limited Partners to such Alternative Investment Vehicle will be executed on behalf of the Limited Partners investing therein by the General Partner2.9. (h) If any Investments are made by the Partnership and an Alternative Investment Vehicle in parallel, the General Partner shall manage the Investments of the Partnership and the Alternative Investment Vehicle on a combined uniform basis in order that, to the extent practical following the General Partner's best efforts, investments and dispositions of Investments and any related distributions to the Partnership and the Alternative Investment Vehicle shall be at the same time and on the same terms (except to the extent necessary to address tax, legal or regulatory considerations) and pro rata based upon their relative investment holdings.

Alternative Investment Vehicles. (a) Notwithstanding any other provision of this Agreement to the contrary, if at any time the General Partner determines in its sole discretion that for legal, tax, regulatory or other similar considerations certain or all of the Partners should participate in a one or more potential or existing Investment Investments through one or more alternative investment structures, the General Partner may effect (pursuant to the power of attorney set forth in Section 12.3 and without any further action by the Limited Partners) the making of all or any portion of any such Investment investment outside of the Partnership: (i) in the case of a potential Investment, Partnership by requiring certain or all Partners, 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 special purpose vehicle limited partnership or alternative investment other similar vehicle (each such vehicle, an “Alternative Investment Vehicle”); or (ii) . For the avoidance of doubt, in the case event that an ERISA Partner is required to be admitted as a limited partner or other similar investor to one or more Alternative Investment Vehicles, the constituent documents 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 shall contain substantially identical provisions regarding ERISA-related matters to certain or all of the Partners as limited partners or other investors therein. (b) those contained in this Agreement. In addition, the General Partner shall also have the right, right to direct that Capital Contributions 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) utilized. Each Alternative Investment Vehicle will formed pursuant to this Section 9.10 shall be controlled and managed by the General Partner or an AffiliateAffiliate thereof, shall be managed by the Manager or an Affiliate thereof, and will shall be governed by organisational organizational 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 similar considerations referred to above. All references in this Section 7.9 9.10 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. For the avoidance of 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 similar considerations which required the use of such Alternative Investment Vehicle in connection with such Investment. (db) Each Partner admitted to and investing in an Alternative Investment Vehicle shall be required obligated to make capital contributions to such Alternative Investment Vehicle in a manner similar to that provided by Section 4.3 3.2, and each such Partner's Unfunded ’s unfunded Capital Commitment shall be reduced by the amount of such contributions to the same extent as if such contributions were made to the PartnershipPartnership as Capital Contributions. Any management fee funded by a Partner with respect to an Alternative Investment Vehicle shall reduce such Partner’s share of the Management Fee calculated pursuant to Section 8.5(b) by a corresponding amount. With respect to each investment in which an Alternative Investment Vehicle participates with the Partnership, any investment expenses or indemnification obligations related to such investment shall be borne by the Partnership, Partnership and such Alternative Investment Vehicle and any other Parallel Vehicle in proportion to the amount capital committed by each entity to such investment. Any priority profit share, management fee or similar payment funded by a Partner with respect to the general partner (or similar entity) of an Alternative Investment Vehicle shall reduce such Partner's share of the Investment Management Fee calculated with respect to such Partner by a corresponding amount. (e) The investment results of an Alternative Investment Vehicle will formed pursuant to this Section 9.10 shall be aggregated with the investment results of the Partnership for purposes of determining distributions by the Partnership and such Alternative Investment Vehicle, Vehicle unless the General Partner determines otherwise because, in its sole discretion elects otherwisereasonable discretion, based on its determination that such aggregation increases the risk of any adverse tax consequences or imposes legal or regulatory constraintsconstraints or creates contractual or business risks that would be undesirable for the Partnership or the Partners. The limited partnership agreement and/or other organizational documents of any Alternative Investment Vehicle shall 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. The General Partner shall provide a copy of the organizational documents governing each Alternative Investment Vehicle to each Limited Partner that requests to receive a copy thereof. (fc) Each Limited Partner xxxxxx acknowledges and agrees that: (i) the General Partner shall be entitled to make all determinations with respect Subject to the structuring of Investments pursuant to this Agreement in its sole discretion but acting always in accordance with the terms other provisions of this Agreement, and, except as expressly required herein, the General Partner shall in no event be required to structure any Investment in order to address or give effect to the individual objectives or considerations of any single Partner or group of Partners; and (ii) the General Partner shall have no liability to the Partnership, any Partner, or any other person arising from any such structuring determination in connection with the structuring of an Investment in any particular manner, except to the extent such determination or structuring decision constitutes gross negligence, wilful default, actual fraud, conviction of a crime, material breach of this Agreement which has not been cured, material breach of fiduciary duties or reckless disregard of duties. (g) In the event that the General Partner or an Affiliate forms one or more Alternative Investment VehiclesSection 9.10, the General Partner shall have full authority, without the consent of the Limited Partners or any other personPerson, including any Partner, to amend this Agreement as may be necessary or appropriate to facilitate the formation and operation of such any Alternative Investment Vehicle or Parallel Fund and the investments contemplated by this Section 7.99.10, and to interpret in good faith its sole discretion any provision of this Agreement, whether or not so amended, to give effect to the intent of the provisions of this Section 7.9. The limited partnership agreement or other organisational or transfer documents of 9.10, provided, that the amendment itself shall not have an adverse effect on any Limited Partner to any greater extent than if no Alternative Investment Vehicle and any other documents reflecting the admission of the Limited Partners to such Alternative Investment Vehicle will be executed on behalf of the Limited Partners investing therein by the General Partner. (h) If any Investments are made by the Partnership and an Alternative Investment Vehicle in parallel, the or Parallel Fund had been formed. The General Partner shall manage the Investments of the Partnership and the Alternative Investment Vehicle on a combined uniform basis in order that, make all appropriate adjustments as may be necessary or otherwise appropriate to give effect to the extent practical following the General Partner's best efforts, investments and dispositions intent of Investments and any related distributions to the Partnership and the Alternative Investment Vehicle shall be at the same time and on the same terms (except to the extent necessary to address tax, legal or regulatory considerations) and pro rata based upon their relative investment holdingsthis Section 9.10.

Alternative Investment Vehicles. (a) Notwithstanding any other provision of this Agreement to If the contrary, if at any time the General Partner determines that for Partnership encounters legal, tax, regulatory or other considerations certain or all impediments to the making of the Partners should participate in a potential or existing Investment through one or more alternative investment structuresInvestment, the General Partner may effect reduce the making unfunded Capital Commitments of all or some of the Partners in the Partnership by transferring any portion thereof to one or more entities (including without limitation blocker corporations, partnerships and limited liability companies), which entities may be established using “master feeder” structures or other similar structures and which entities are organized by or on behalf of such Investment outside the General Partner or its Affiliates and have investment objectives, economic terms, conditions and management substantially identical, to the extent practicable, to those of the Partnership: (i) in the case of a potential Investment, by requiring certain or all Partnersbut which would not encounter such legal, to be admitted as limited partners tax, regulatory or other investors and to make capital contributions impediments (such entities, “Alternative Investment Vehicles”); provided that the General Partner or an Affiliate thereof shall serve as the general partner or in some other managing fiduciary capacity with respect to any such potential Investment directly to a special purpose vehicle or alternative investment vehicle (“Alternative Investment Vehicle”); or (ii) . Partners shall participate 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 in proportion to certain their respective Percentage Interests; provided, however, that Partners whose participation, as determined by the General Partner in good faith, may cause or all contribute to legal, tax, regulatory or other impediments shall not participate in such Alternative Investment Vehicle. The determination of the Partners as limited partners appropriate type and structure of the Alternative Investment Vehicle or other investors thereinAlternative Investment Vehicles through which an Investment may be made under this Section 3.07 shall be made by the General Partner in its sole discretion. (b) In additionTo the maximum extent practicable and except to the extent necessary for tax, the General legal or regulatory reasons, each Partner shall also participating in an Alternative Investment Vehicle will have the right, to direct that Capital Contributions of certain or same economic interest in all Partners with respect to a potential Investment be investments made through an Alternative Investment Vehicle ifpursuant to Section 3.07(a) as such Partner would have had if such investment(s) had been made by the Partnership, and the provisions of this Agreement regarding distributions, allocations and General Partner clawback will be applied 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 this Agreement and in any agreement governing an Alternative Investment Vehicle were utilised. (cVehicle, as if such investment(s) Each had been made by the Partnership, and the other terms of the organizational documents of any Alternative Investment Vehicle will be controlled (including any ERISA-related provisions and managed by the obligations of the General Partner or an Affiliate, and any other Affiliate of the General Partner acting in a similar fiduciary capacity with respect to such Alternative Investment Vehicle) will to the extent reasonably practicable be governed by organisational documents containing provisions substantially similar in all material respects to those of the Partnership; provided, with such differences as may be required by the legalhowever, tax, regulatory or other considerations referred to above. All references in this Section 7.9 notwithstanding anything to the limited partners of an Alternative Investment Vehicle shall be deemed to include all investors contrary herein, 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 as if such contributions were made to the Partnership. With respect to each investment circumstances in which an Alternative Investment Vehicle participates with is utilized on behalf of some but not all of the PartnershipPartners, any investment all costs, expenses or indemnification obligations related to such investment shall be borne by the Partnership, such Alternative Investment Vehicle and any other Parallel Vehicle in proportion taxes attributable to the amount committed by each entity to such investment. Any priority profit shareorganization and operation of, management fee or similar payment funded by a Partner with respect to and the general partner (or similar entityownership of the investment(s) of an by, the Alternative Investment Vehicle shall reduce be allocated to the identified Partners investing through such Partner's share entity and the comparable costs and expenses of the Investment Management Fee calculated with respect Partnership attributable to such Partner by a corresponding amount. (e) The the portion of the investment results of an not made through the Alternative Investment Vehicle will shall be aggregated with allocated to the investment results of Partners not investing through the Partnership for purposes of determining distributions by the Partnership and such Alternative Investment Vehicle, unless the General Partner in its sole discretion elects otherwise, based on its determination that such aggregation increases the risk of any adverse tax consequences or imposes legal or regulatory constraints. (f) Each Limited Partner xxxxxx acknowledges and agrees that: (i) the General Partner shall be entitled to make all determinations with respect to the structuring of Investments pursuant to this Agreement in its sole discretion but acting always in accordance with the terms of this Agreement, and, except as expressly required herein, the General Partner shall in no event be required to structure any Investment in order to address or give effect to the individual objectives or considerations of any single Partner or group of Partners; and (ii) the General Partner shall have no liability to the Partnership, any Partner, or any other person arising from any such structuring determination in connection with the structuring of an Investment in any particular manner, except to the extent such determination or structuring decision constitutes gross negligence, wilful default, actual fraud, conviction of a crime, material breach of this Agreement which has not been cured, material breach of fiduciary duties or reckless disregard of duties. (g) In the event that the General Partner or an Affiliate forms one or more Alternative Investment Vehicles, the General Partner shall have full authority, without the consent of the Limited Partners or any other person, to amend this Agreement as may be necessary or appropriate to facilitate the formation and operation of such Alternative Investment Vehicle and the investments contemplated by this Section 7.9, and to interpret in good faith any provision of this Agreement, whether or not so amended, to give effect to the intent of the provisions of this Section 7.9. The limited partnership agreement or and/or other organisational or transfer organizational documents of any Alternative Investment Vehicle and any other documents reflecting the admission of the Limited Partners to such Alternative Investment Vehicle will shall be executed on behalf of the Limited Partners investing therein by the General Partner. (h) If any Investments are made Partner pursuant to the power of attorney granted by each of the Partnership Limited Partners pursuant to Section 12.04 hereof. Each Partner shall take such actions and an Alternative Investment Vehicle in parallel, execute such documents as the General Partner shall manage determines is needed to accomplish the Investments foregoing purposes of the Partnership and the Alternative Investment Vehicle on a combined uniform basis in order that, to the extent practical following the General Partner's best efforts, investments and dispositions of Investments and any related distributions to the Partnership and the Alternative Investment Vehicle shall be at the same time and on the same terms (except to the extent necessary to address tax, legal or regulatory considerations) and pro rata based upon their relative investment holdingsthis Section 3.07.