Ownership of Fund Assets and Holding Vehicles Sample Clauses

Ownership of Fund Assets and Holding Vehicles. (a) The Borrower shall cause all Fund Assets acquired after the Closing Date to be owned, directly or indirectly, by a Holding Vehicle, except (i) with the prior written consent of the Agent (not to be unreasonably withheld, conditioned or delayed) or (ii) for interests that cannot be owned by a Holding Vehicle under its Constituent Documents or due to a Requirement of Law; provided that the Borrower shall use commercially reasonable efforts to obtain any consents required to cause all Fund Assets to be owned by a Holding Vehicle and, if requested by the Agent, shall promptly provide a detailed explanation of why a Fund Asset cannot be owned by a Holding Vehicle. (b) At all times, (i) the Borrower shall directly hold all of the Equity Interests in Holding I, (ii) Holding I shall directly hold all of the Equity Interests in the Additional Pledgor, (iii) Holding I and the Additional Pledgor shall directly hold all of the Equity Interests in Holding II, (iv) Holding II and the Additional Pledgor shall directly hold all of the Equity Interests in Holding III, (v) Holding III shall directly hold all of the Equity Interests in Holding IV, (vi) the Additional Pledgor shall be the sole general partner of Holding III and (vii) AlpInvest US Holdings, LLC shall be the sole manager of Holding IV.