Common use of Alternative Vehicles Clause in Contracts

Alternative Vehicles. 2.9.1 If at any time the General Partner determines that for legal, tax or regulatory reasons it would be in the best interests of the Limited Partners for certain or all of the Limited Partners to participate in a Portfolio 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 Fund by requiring certain or all Limited Partners to make capital contributions with respect to such potential portfolio investment to a limited partnership or other similar vehicle (each, an “Alternative Vehicle”) provided that, that no Limited Partner will be required to participate in any such investment through an Alternative Vehicle unless (i) all Limited Partners are participating in such investment through such Alternative Vehicle, or (ii) the General Partner obtains prior written consent from such Limited Partner. 2.9.2 Each Alternative Vehicle shall be controlled by the General Partner or an Affiliate thereof, shall be managed by the Fund Manager or an Affiliate thereof, and shall be governed by organizational documents containing provisions substantially the same in all material respects as those of the Fund (including this Agreement), with only such differences as may be required to accommodate the legal, tax or regulatory requirements referred to in Section 2.9.1. 2.9.3 The General Partner shall provide each of the Limited Partners with a copy of the organizational documents governing each Alternative Vehicle not less than ten (10) Business Days before the signing of such documents. All references in this Section 2.9 (Alternative Vehicles) to the limited partners of an Alternative Vehicle shall be deemed to include all investors in an Alternative Vehicle formed as a vehicle other than a limited partnership. 2.9.4 Each Limited Partner investing in an Alternative Vehicle shall be obligated to make contributions to such Alternative Vehicle in a manner consistent with that provided by Article 6 (Capital Contributions), and each such Limited Partner’s Remaining Commitment shall be reduced by the amount of such contributions to the same extent as if such contributions were made to the Fund as Capital Contributions. With respect to each investment or proposed investment in which an Alternative Vehicle participates or proposes to participate with the Fund, any expenses or indemnification or other obligations related to such investment or proposed investment shall be borne by, and any Fee Income shall be allocated among, the Fund and such Alternative Vehicle in proportion to the capital committed by or proposed to be committed by each to such investment. Any management fee funded by a Limited Partner with respect to an Alternative Vehicle shall reduce such Limited Partner’s share of the Management Fee required to be funded by such Limited Partner, and payable to the Fund Manager by the Fund by a corresponding amount. Distributions of cash and other property and the allocations of income, gain, loss, deduction, expense and credit from such Alternative Vehicle, and the determination of allocations and distributions pursuant to Article 14 (Distributions; Allocations) and of any Capital Contribution or other payment by a Limited Partner pursuant to Article 6 (Capital Contributions) or any other amount contributed to or distributed by any Alternative Vehicle, shall be determined as if each contribution to or distribution by such Alternative Vehicle were a contribution to or distribution by the Fund. The investment results of an Alternative Vehicle shall be aggregated with the investment results of the Fund for all purposes unless at the time the investment is made by the Alternative Vehicle the General Partner otherwise determines with the consent of the Advisory Committee and prior notice to the Limited Partners, that such aggregation increases the risk of any adverse tax consequences or imposes legal or regulatory constraints or creates other risks that would be undesirable for the Fund or the Limited Partners. If any Limited Partner defaults with respect to its obligations to an Alternative Vehicle, (i) such Limited Partner shall be deemed to be a Defaulting Partner under this Agreement to the same extent as if such default to the Alternative Vehicle had occurred under the terms of this Agreement and (ii) the remedies imposed by the General Partner against such Defaulting Partner shall be aggregated with the remedies imposed against such Person under the governing documents of the Alternative Vehicle so that, to the greatest extent practicable, such aggregated remedies would put the Fund and the Defaulting Partner in the same positions they each would have been in had such Defaulting Partner made its entire Commitment to the Fund rather than through both the Fund and the Alternative Vehicle. 2.9.5 In the event that the General Partner or an Affiliate thereof forms one or more Alternative Vehicles, the provisions of this Agreement, whether or not amended, shall be interpreted to give effect to the intent of the provisions of this Section 2.9 (Alternative Vehicles). Accordingly, if any such Alternative Vehicle is formed, all references in this Agreement to the Fund shall, where appropriate, be deemed to include such Alternative Vehicle. The limited partnership agreement and other organizational documents of any Alternative 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 19.5 (Power of Attorney).

Alternative Vehicles. ‌ 2.9.1 If at any time the General Partner determines that for legal, tax or regulatory reasons it would be in the best interests of the Limited Partners for certain or all of the Limited Partners to participate in a Portfolio 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 Fund by requiring certain or all Limited Partners to make capital contributions with respect to such potential portfolio investment to a limited partnership or other similar vehicle (each, an “Alternative Vehicle”) provided that, that no Limited Partner will be required to participate in any such investment through an Alternative Vehicle unless (i) all Limited Partners are participating in such investment through such Alternative Vehicle, or (ii) the General Partner obtains prior written consent from such Limited Partner.Partner.‌ 2.9.2 Each Alternative Vehicle shall be controlled by the General Partner or an Affiliate thereof, shall be managed by the Fund Manager or an Affiliate thereof, and shall be governed by organizational documents containing provisions substantially the same in all material respects as those of the Fund (including this Agreement), with only such differences as may be required to accommodate the legal, tax or regulatory requirements referred to in Section 2.9.1. 2.9.3 The General Partner shall provide each of the Limited Partners with a copy of the organizational documents governing each Alternative Vehicle not less than ten (10) Business Days before the signing of such documents. All references in this Section 2.9 (Alternative Vehicles) to the limited partners of an Alternative Vehicle shall be deemed to include all investors in an Alternative Vehicle formed as a vehicle other than a limited partnership. 2.9.4 Each Limited Partner investing in an Alternative Vehicle shall be obligated to make contributions to such Alternative Vehicle in a manner consistent with that provided by Article 6 (Capital Contributions), and each such Limited Partner’s Remaining Commitment shall be reduced by the amount of such contributions to the same extent as if such contributions were made to the Fund as Capital Contributions. With respect to each investment or proposed investment in which an Alternative Vehicle participates or proposes to participate with the Fund, any expenses or indemnification or other obligations related to such investment or proposed investment shall be borne by, and any Fee Income shall be allocated among, the Fund and such Alternative Vehicle in proportion to the capital committed by or proposed to be committed by each to such investment. Any management fee funded by a Limited Partner with respect to an Alternative Vehicle shall reduce such Limited Partner’s share of the Management Fee required to be funded by such Limited Partner, and payable to the Fund Manager by the Fund by a corresponding amount. Distributions of cash and other property and the allocations of income, gain, loss, deduction, expense and credit from such Alternative Vehicle, and the determination of allocations and distributions pursuant to Article 14 (Distributions; Allocations) and of any Capital Contribution or other payment by a Limited Partner pursuant to Article 6 (Capital Contributions) or any other amount contributed to or distributed by any Alternative Vehicle, shall be determined as if each contribution to or distribution by such Alternative Vehicle were a contribution to or distribution by the Fund. The investment results of an Alternative Vehicle shall be aggregated with the investment results of the Fund for all purposes unless at the time the investment is made by the Alternative Vehicle the General Partner otherwise determines with the consent of the Advisory Committee and prior notice to the Limited Partners, that such aggregation increases the risk of any adverse tax consequences or imposes legal or regulatory constraints or creates other risks that would be undesirable for the Fund or the Limited Partners. If any Limited Partner defaults with respect to its obligations to an Alternative Vehicle, (i) such Limited Partner shall be deemed to be a Defaulting Partner under this Agreement to the same extent as if such default to the Alternative Vehicle had occurred under the terms of this Agreement and (ii) the remedies imposed by the General Partner against such Defaulting Partner shall be aggregated with the remedies imposed against such Person under the governing documents of the Alternative Vehicle so that, to the greatest extent practicable, such aggregated remedies would put the Fund and the Defaulting Partner in the same positions they each would have been in had such Defaulting Partner made its entire Commitment to the Fund rather than through both the Fund and the Alternative Vehicle. 2.9.5 In the event that the General Partner or an Affiliate thereof forms one or more Alternative Vehicles, the provisions of this Agreement, whether or not amended, shall be interpreted to give effect to the intent of the provisions of this Section 2.9 (Alternative Vehicles). Accordingly, if any such Alternative Vehicle is formed, all references in this Agreement to the Fund shall, where appropriate, be deemed to include such Alternative Vehicle. The limited partnership agreement and other organizational documents of any Alternative 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 19.5 (Power of Attorney).