Alternative Payment of Carry Sample Clauses

Alternative Payment of Carry. Unitholder Distributions With respect to any Portfolio Investment, the General Partner may elect (on behalf of itself and/or on behalf of other Carry Unitholders), in lieu of participating in such Portfolio Investment through the Fund, to acquire or procure that an Affiliate of the General Partner and/or such other Carry Unitholder acquires an interest in a direct or indirect subsidiary of the Fund and, in respect of such interest, (a) the Carry Unitholders shall be permitted to satisfy any Capital Contributions that the Carry Unitholders are required to make to the Fund in respect of any such Portfolio Investment pursuant to Section 3.3.2 or Section 3.3.3 by making (or procuring that any such Affiliate makes) a capital contribution of an equivalent amount to such subsidiary and such capital contribution shall reduce the Carry Unitholders’ Unused Capital Commitments as if such amount had been contributed to the Fund and (b) in lieu of receiving distributions, including Carry Distributions, with respect to such Portfolio Investment directly from the Fund pursuant to this Section 5.2, either or both of the Carry Unitholders (or one or more Affiliates) shall receive such distributions directly from such subsidiary; provided that (i) the amount of such distributions shall be calculated in the same manner as such distributions would be calculated pursuant to this Section 5.2 if made directly by the Fund and shall otherwise be treated for the purposes of this Agreement (including Section 3.10, this Section 5.2, Section 5.8 and Section 9.5.2) as distributions made by the Fund to the Carry Unitholders, (ii) a portion of such distributions representing Carry Distributions shall be reserved and held in an account maintained outside of the Fund on the same terms as provided in Section 5.2.3 and (iii) that the amount of distributions to any Limited Partner pursuant to this Section 5.2 shall not be reduced (relative to the amount that would otherwise have been distributed to such Limited Partner under this Section 5.2) as a result of the General Partner structuring the participation of the Carry Unitholders in any Portfolio Investment in such manner.
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