Common use of Alternative Vehicles Clause in Contracts

Alternative Vehicles. (a) If the general partner of the Aggregating Partnership determines in good faith that for legal, tax, accounting, regulatory or other similar reasons it is in the best interests of some or all of the Partners that all or a portion of an investment be made through an Alternative Vehicle, the general partner of the Aggregating Partnership shall be permitted to structure and restructure all or any portion of any investment outside of the Partnership by requiring any Partner or Partners to indirectly hold such investment indirectly through a limited partnership or other vehicle or vehicles (other than the Partnership) that shall invest on a parallel basis with or in lieu of the Partnership (or transfer the investment to such vehicle after the initial consummation thereof), as the case may be (any such structure or vehicle, an “Alternative Vehicle”). The general partner of the Aggregating Partnership is expressly authorized to make capital contributions or subscriptions and take such other actions to cause each Limited Partner to be a participant in, and be bound to the governing agreement of, an Alternative Vehicle. Each such Partner shall have the same economic interest in all material respects in investments made pursuant to this Section 6.9 as such Partner would have if such investment had been made solely by the Partnership, and the other terms of such Alternative Vehicle shall be substantially the same in all material respects to those of the Partnership, to the maximum extent applicable (including, but not limited to the appointment of the general partner of the Aggregating Partnership as attorney-in-fact pursuant to Section 15.1 hereof), with such differences as may be required to accommodate legal, tax, accounting, national security, regulatory or other similar considerations; provided, that the General Partner or an Affiliate thereof shall serve as general partner or in some other similar management capacity with respect to such Alternative Vehicle; provided, further, that any Alternative Vehicle in which a Limited Partner directly invests shall provide for the limited liability of such Limited Partner as a matter of the organizational documents of such Alternative Vehicle and as a matter of local law to the same extent in all material respects as is provided to the Limited Partners under the Act and this Agreement; provided, further, that any reports relating to such Alternative Vehicle may be provided in a combined format with reports relating to the Partnership and/or any other Alternative Vehicle. Distributions of cash and other property and the allocations of income, gain, loss, deduction, expense and credit from such Alternative Vehicle shall be determined as if each investment made by such vehicle were an investment made by the Partnership. The general partner of the Aggregating Partnership shall not cause a Limited Partner to participate in an investment through an Alternative Vehicle if such Alternative Vehicle would result in material adverse consequences for such Limited Partner and such consequences would not have resulted if such investment had been made by the Partnership and not such Alternative Vehicle, other than (i) the reasonable costs of organizing such Alternative Vehicle or (ii) as a result of the incurrence of tax by an Alternative Vehicle or Intermediate Entity that is taxable as a corporation for United States federal income tax purposes or any other entity that is formed to hold interests in an Alternative Vehicle, Intermediate Entity or Portfolio Investment and is taxable as a corporation for United States federal income tax purposes. The General Partner shall provide each Limited Partner with a copy of the limited partnership agreement (or other governing documents) of any Alternative Vehicle in which such Limited Partner participates following the execution of such agreement. (b) Notwithstanding anything to the contrary contained herein, Portfolio Entities of an Alternative Vehicle will be held through a vehicle (an “Aggregating AIV”) owned by such Alternative Vehicle and the Parallel Funds in the same proportions as the Partnership and the Parallel Funds own the Aggregating Partnership. The General Partner shall use commercially reasonable efforts to ensure that any Aggregating AIV should not be deemed to constitute “plan assets” of any Limited Partner that is a “benefit plan investor” within the meaning of ERISA.

Alternative Vehicles. (a) 2.9.1 If at any time the general partner of the Aggregating Partnership General Partner determines in good faith that for legal, tax, accounting, tax or regulatory or other similar reasons it is would be in the best interests of some the Limited Partners for certain or all of the Limited Partners that all to participate in a Portfolio Investment through one or a portion of an more alternative investment be made through an Alternative Vehiclestructures, the general partner General Partner may effect the making of the Aggregating Partnership shall be permitted to structure and restructure all or any portion of any such investment outside of the Partnership Fund by requiring any Partner certain or all Limited Partners to indirectly hold make capital contributions with respect to such potential portfolio investment indirectly through to a limited partnership or other similar vehicle or vehicles (other than the Partnership) that shall invest on a parallel basis with or in lieu of the Partnership (or transfer the investment to such vehicle after the initial consummation thereof), as the case may be (any such structure or vehicleeach, an “Alternative Vehicle”). The general partner of the Aggregating Partnership is expressly authorized to make capital contributions or subscriptions and take such other actions to cause each ) provided that, that no Limited Partner will be required to be a participant in, and be bound to the governing agreement of, participate in any such investment through an Alternative Vehicle. Each such Partner shall have the same economic interest Vehicle unless (i) all Limited Partners are participating in all material respects in investments made pursuant to this Section 6.9 as such Partner would have if such investment had been made solely by through such Alternative Vehicle, or (ii) the Partnership, and the other terms of 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 to as those of the Partnership, to the maximum extent applicable Fund (including, but not limited to the appointment of the general partner of the Aggregating Partnership as attorney-in-fact pursuant to Section 15.1 hereofincluding this Agreement), with only such differences as may be required to accommodate the legal, tax, accounting, national security, tax or regulatory or other similar considerations; provided, that the requirements referred to in Section 2.9.1. 2.9.3 The General Partner or an Affiliate thereof shall serve as general partner or in some other similar management capacity with respect to such Alternative Vehicle; provided, further, that any Alternative Vehicle in which a Limited Partner directly invests shall provide for each of the limited liability of such Limited Partner as Partners with a matter 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 as a matter each such Limited Partner’s Remaining Commitment shall be reduced by the amount of local law such contributions to the same extent in all material respects as is provided if such contributions were made to the Limited Partners under Fund as Capital Contributions. With respect to each investment or proposed investment in which an Alternative Vehicle participates or proposes to participate with the Act Fund, any expenses or indemnification or other obligations related to such investment or proposed investment shall be borne by, and this Agreement; providedany Fee Income shall be allocated among, further, that any reports relating to the Fund and such Alternative Vehicle may be provided in a combined format with reports relating proportion to the Partnership and/or any other 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 VehicleVehicle 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 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 investment made contribution to or distribution by such vehicle 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 Partnership. The general partner Alternative Vehicle the General Partner otherwise determines with the consent of the Aggregating Partnership shall not cause a 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 participate in an investment through an Alternative Vehicle if such Alternative Vehicle would result in material adverse consequences for such Limited Partner and such consequences would not have resulted if such investment had been made by the Partnership and not such Alternative Vehicle, other than (i) the reasonable costs of organizing such Alternative Vehicle or (ii) as a result of the incurrence of tax by an Alternative Vehicle or Intermediate Entity that is taxable as a corporation for United States federal income tax purposes or any other entity that is formed its obligations to hold interests in an Alternative Vehicle, Intermediate Entity (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 Portfolio Investment and 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 taxable as a corporation for United States federal income tax purposesformed, all references in this Agreement to the Fund shall, where appropriate, be deemed to include such Alternative Vehicle. The General Partner shall provide each Limited Partner with a copy of the limited partnership agreement (or and other governing documents) organizational documents of any Alternative Vehicle in which such shall be executed on behalf of the Limited Partners investing therein by the General Partner participates following the execution of such agreement. (b) Notwithstanding anything pursuant to the contrary contained herein, Portfolio Entities power of an Alternative Vehicle will be held through a vehicle attorney granted by each of the Limited Partners pursuant to Section 19.5 (an “Aggregating AIV”) owned by such Alternative Vehicle and the Parallel Funds in the same proportions as the Partnership and the Parallel Funds own the Aggregating Partnership. The General Partner shall use commercially reasonable efforts to ensure that any Aggregating AIV should not be deemed to constitute “plan assets” Power of any Limited Partner that is a “benefit plan investor” within the meaning of ERISAAttorney).

Alternative Vehicles. (a) If the general partner of the Aggregating Master Fund forms one or more alternative investment vehicles in accordance with Section 6.9 of the Master Fund Agreement (each, a “Master Fund AIV”), either (i) the Partnership may make an investment as a limited partner or other similar investor in such Master Fund AIV in accordance with the terms of section 6.9 of the Master Fund Agreement or (ii) if at any time the General Partner determines in good faith that for legal, tax, accounting, regulatory or other similar reasons it is in the best interests of some or all of the Partners that all or a portion of an investment be made through an Alternative Vehicle, the general partner of the Aggregating Partnership shall be permitted to structure and restructure all or any portion of any investment outside of the Partnership by requiring any Partner or Partners to indirectly hold such investment indirectly through a limited partnership or other vehicle or vehicles (other than the Partnership) that shall invest on a parallel basis with or in lieu of the Partnership (or transfer the investment to such vehicle after the initial consummation thereof), as the case may be (any such structure or vehicle, an “Alternative Vehicle”). The general partner of the Aggregating Partnership is expressly authorized to make capital contributions or subscriptions and take such other actions to cause each Limited Partner to be a participant in, and be bound to the governing agreement of, an Alternative Vehicle. Each such Partner shall have the same economic interest in all material respects in investments made pursuant to this Section 6.9 as such Partner would have if such investment had been made solely by the Partnership, and the other terms of such Alternative Vehicle shall be substantially the same in all material respects to those of the Partnership, to the maximum extent applicable (including, but not limited to the appointment of the general partner of the Aggregating Partnership as attorney-in-fact pursuant to Section 15.1 hereof), with such differences as may be required to accommodate legal, tax, accounting, national security, regulatory or other similar considerations; provided, that the General Partner or an Affiliate thereof shall serve as general partner or in some other similar management capacity with respect to such Alternative Vehicle; provided, further, that any Alternative Vehicle in which a Limited Partner directly invests shall provide for the limited liability of such Limited Partner as a matter of the organizational documents of such Alternative Vehicle and as a matter of local law to the same extent in all material respects as is provided to the Limited Partners under the Act and this Agreement; provided, further, that any reports relating to such Alternative Vehicle may be provided in a combined format with reports relating to the Partnership and/or any other Alternative Vehicle. Distributions of cash and other property and the allocations of income, gain, loss, deduction, expense and credit from such Alternative Vehicle shall be determined as if each investment made by such vehicle were an investment made by the Partnership. The general partner of the Aggregating Partnership shall not cause a Limited Partner to participate in an investment through an Alternative Vehicle if such Alternative Vehicle would result in material adverse consequences for such Limited Partner and such consequences would not have resulted if such investment had been made by the Partnership and not such Alternative Vehicle, other than (i) the reasonable costs of organizing such Alternative Vehicle or (ii) as a result of the incurrence of tax by an Alternative Vehicle or Intermediate Entity that is taxable as a corporation for United States federal income tax purposes or any other entity that is formed to hold interests in an Alternative Vehicle, Intermediate Entity or Portfolio Investment Vehicle and is taxable as a corporation for United States federal income tax purposes. The General Partner shall provide each Limited Partner with a copy of the limited partnership agreement (or other governing documents) of any Alternative Vehicle in which such Limited Partner participates following the execution of such agreement. (b) Notwithstanding anything to the contrary contained herein, Portfolio Entities of an Alternative Vehicle will be held through a vehicle (an “Aggregating AIV”) owned by such Alternative Vehicle and the Parallel Funds in the same proportions as the Partnership and the Parallel Funds own Master Fund owns the Aggregating Partnership. The General Partner shall use commercially reasonable efforts to ensure that any Aggregating AIV should not be deemed to constitute “plan assets” of any Limited Partner that is a “benefit plan investor” within the meaning of ERISA.

Alternative Vehicles. (a) ‌ 2.9.1 If at any time the general partner of the Aggregating Partnership General Partner determines in good faith that for legal, tax, accounting, tax or regulatory or other similar reasons it is would be in the best interests of some the Limited Partners for certain or all of the Limited Partners that all to participate in a Portfolio Investment through one or a portion of an more alternative investment be made through an Alternative Vehiclestructures, the general partner General Partner may effect the making of the Aggregating Partnership shall be permitted to structure and restructure all or any portion of any such investment outside of the Partnership Fund by requiring any Partner certain or all Limited Partners to indirectly hold make capital contributions with respect to such potential portfolio investment indirectly through to a limited partnership or other similar vehicle or vehicles (other than the Partnership) that shall invest on a parallel basis with or in lieu of the Partnership (or transfer the investment to such vehicle after the initial consummation thereof), as the case may be (any such structure or vehicleeach, an “Alternative Vehicle”). The general partner of the Aggregating Partnership is expressly authorized to make capital contributions or subscriptions and take such other actions to cause each ) provided that, that no Limited Partner will be required to be a participant in, and be bound to the governing agreement of, participate in any such investment through an Alternative Vehicle. Each such Partner shall have the same economic interest Vehicle unless (i) all Limited Partners are participating in all material respects in investments made pursuant to this Section 6.9 as such Partner would have if such investment had been made solely by through such Alternative Vehicle, or (ii) the Partnership, and the other terms of 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 to as those of the Partnership, to the maximum extent applicable Fund (including, but not limited to the appointment of the general partner of the Aggregating Partnership as attorney-in-fact pursuant to Section 15.1 hereofincluding this Agreement), with only such differences as may be required to accommodate the legal, tax, accounting, national security, tax or regulatory or other similar considerations; provided, that the requirements referred to in Section 2.9.1. 2.9.3 The General Partner or an Affiliate thereof shall serve as general partner or in some other similar management capacity with respect to such Alternative Vehicle; provided, further, that any Alternative Vehicle in which a Limited Partner directly invests shall provide for each of the limited liability of such Limited Partner as Partners with a matter 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 as a matter each such Limited Partner’s Remaining Commitment shall be reduced by the amount of local law such contributions to the same extent in all material respects as is provided if such contributions were made to the Limited Partners under Fund as Capital Contributions. With respect to each investment or proposed investment in which an Alternative Vehicle participates or proposes to participate with the Act Fund, any expenses or indemnification or other obligations related to such investment or proposed investment shall be borne by, and this Agreement; providedany Fee Income shall be allocated among, further, that any reports relating to the Fund and such Alternative Vehicle may be provided in a combined format with reports relating proportion to the Partnership and/or any other 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 VehicleVehicle 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 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 investment made contribution to or distribution by such vehicle 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 Partnership. The general partner Alternative Vehicle the General Partner otherwise determines with the consent of the Aggregating Partnership shall not cause a 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 participate in an investment through an Alternative Vehicle if such Alternative Vehicle would result in material adverse consequences for such Limited Partner and such consequences would not have resulted if such investment had been made by the Partnership and not such Alternative Vehicle, other than (i) the reasonable costs of organizing such Alternative Vehicle or (ii) as a result of the incurrence of tax by an Alternative Vehicle or Intermediate Entity that is taxable as a corporation for United States federal income tax purposes or any other entity that is formed its obligations to hold interests in an Alternative Vehicle, Intermediate Entity (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 Portfolio Investment and 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 taxable as a corporation for United States federal income tax purposesformed, all references in this Agreement to the Fund shall, where appropriate, be deemed to include such Alternative Vehicle. The General Partner shall provide each Limited Partner with a copy of the limited partnership agreement (or and other governing documents) organizational documents of any Alternative Vehicle in which such shall be executed on behalf of the Limited Partners investing therein by the General Partner participates following the execution of such agreement. (b) Notwithstanding anything pursuant to the contrary contained herein, Portfolio Entities power of an Alternative Vehicle will be held through a vehicle attorney granted by each of the Limited Partners pursuant to Section 19.5 (an “Aggregating AIV”) owned by such Alternative Vehicle and the Parallel Funds in the same proportions as the Partnership and the Parallel Funds own the Aggregating Partnership. The General Partner shall use commercially reasonable efforts to ensure that any Aggregating AIV should not be deemed to constitute “plan assets” Power of any Limited Partner that is a “benefit plan investor” within the meaning of ERISAAttorney).

Alternative Vehicles. (a) If the general partner of the Aggregating Partnership General Partner determines in good faith that for legal, tax, accounting, regulatory or other similar reasons considerations it is in the best interests of some any or all of the Partners that all or a portion of an investment Investment be made through through, or transferred to, an Alternative Vehiclealternative investment structure, the general partner of the Aggregating Partnership General Partner shall be permitted to structure and restructure the making of all or any portion of any investment such Investment outside of the Partnership Partnership, by requiring any Partner or Partners to indirectly hold make all or a portion of such investment Investment either directly (which, in the case of any Limited Partner, shall not include a general partner interest or other similar interest) or indirectly through a limited partnership or other vehicle or vehicles (other than the Partnership) that shall will invest on a parallel basis with or in lieu of the Partnership (or transfer the investment to such vehicle after the initial consummation thereof)Partnership, as the case may be (any such structure or vehiclestructure, an “Alternative Vehicle”). The general partner For the avoidance of doubt, an alternative investment structure for an Investment may include certain or all of the Aggregating Partners participating in such Investment through an Alternative Vehicle that invests in the Partnership is expressly authorized or a Parallel Vehicle with respect to such Investment, or an Alternative Vehicle may invest alongside the Partnership or in lieu of the Partnership, as the General Partner determines appropriate. Subject to Section 3.2, the Partners shall be required to make capital contributions or subscriptions Capital Contributions directly to each such Alternative Vehicle to the same extent, for the same purposes and take such other actions on the same terms and conditions as Partners are required to cause each Limited Partner make Capital Contributions to be a participant inthe Partnership, and be bound such Capital Contributions shall reduce the Unfunded Commitments of the Limited Partners to the governing agreement ofsame extent as if Capital Contributions were made to the Partnership with respect thereto. Except as provided pursuant to this Section 2.10, an Alternative Vehicle. Each such and subject to legal, regulatory, tax and other similar considerations, each Partner shall have the same economic interest in all material respects in investments Investments made pursuant to this Section 6.9 2.10 as such Partner would have if such investment Investments had been made solely by the Partnership, and the other terms of such Alternative Vehicle vehicle shall be substantially the same identical in all material respects to those of the Partnership, Partnership to the maximum extent applicable (including, but not limited to the appointment of the general partner of the Aggregating Partnership as attorney-in-fact pursuant to Section 15.1 hereof)applicable, with such differences as may be required to accommodate by legal, tax, accounting, national security, regulatory or other similar considerations; provided, that the . The General Partner or an Affiliate thereof shall serve as the general partner or in some other similar management capacity with respect to manager of such Alternative Vehicle; provided, further, that any . Such Alternative Vehicle (or an entity in which a Limited Partner directly invests such Alternative Vehicle invests) shall provide for the limited liability of such the Limited Partner Partners as a matter of the organizational documents of such Alternative Vehicle (or an entity in which such Alternative Vehicle invests) and as a matter of local law to the same extent in all material respects as is provided to the Limited Partners under the Act and this Agreement; provided, further, that any reports relating to law. Expenses associated with such Alternative Vehicle may be provided in a combined format with reports relating allocated solely to the Partnership and/or any other participants therein, as determined in good faith by the General Partner; provided, that to the extent that an Alternative VehicleVehicle is formed for the benefit of some, but not all of the participants therein, the expenses associated with such Alternative Vehicle may be allocated to the participants benefitting thereby, as determined in good faith by the General Partner. An Alternative Vehicle may be used for one or multiple investments. (b) Distributions of cash and other property and the allocations of income, gain, loss, deduction, expense and credit from such an Alternative Vehicle Vehicle, and the determination of allocations and distributions pursuant to Article III, Article IX and Article X and of any payment by a Limited Partner pursuant to Section 5.2 or the Clawback Amount, shall be determined as if each investment Investment made by such vehicle Alternative Vehicle were an investment Investment made by the Partnership. The general partner ; provided, that such distributions and allocations with respect to a particular Alternative Vehicle may be calculated separately from those of the Aggregating Partnership shall not cause a (and vice versa) if, in the determination of the General Partner after consultation with counsel, such aggregation would increase the likelihood of any tax consequences or legal or regulatory constraints or create contractual or business risk that would be undesirable for the Partnership or any of its Partners. If the General Partner, in its sole discretion, determines that some or all of the Limited Partner to participate Partners’ indirect interests in an investment Investment held through the Partnership should be held through an Alternative Vehicle if such Alternative Vehicle would result in material adverse consequences for such Limited Partner and such consequences would not have resulted if such investment had been made by the Partnership and not such Alternative Vehicle(or, other than (i) the reasonable costs of organizing such Alternative Vehicle or (ii) as a result of the incurrence of tax by with respect to an Alternative Vehicle or Intermediate Entity that is taxable as a corporation for United States federal income tax purposes or any other entity that is formed to hold interests in Investment held through an Alternative Vehicle, Intermediate Entity or Portfolio Investment and is taxable as a corporation for United States federal income tax purposes. The vice versa) after the consummation thereof, the General Partner shall provide each Limited Partner with a copy may cause the Partnership to transfer all or the relevant portion of the limited partnership agreement (or other governing documents) of any Investment to an Alternative Vehicle in which such Limited Partner participates following the execution of such agreement(and vice versa). (bc) Notwithstanding anything to the contrary contained herein, Portfolio Entities of an (i) each Alternative Vehicle will may enter into agreements with the Partnership and other appropriate parties to allocate such investment expenses and indemnification obligations, as well as any applicable fees or other items of income or expense, or any capital contributions, among such vehicle, the Partnership, any Parallel Vehicles and any other applicable vehicles and (ii) the General Partner may structure any Alternative Vehicle such that the net distributions received and retained by the General Partner from the Partnership and all Alternative Vehicles are the same as the General Partner would have made or received and retained if each Investment were made by the Partnership rather than through any Alternative Vehicle (and without the use of any special structures that alter returns to any Alternative Vehicle). (d) In the event that the General Partner or an Affiliate thereof forms one or more Alternative Vehicles, the General Partner shall have full authority, without the consent of any Person, including any Partner, to amend this Agreement as may be held through a vehicle (an “Aggregating AIV”) owned by necessary or appropriate in the good faith judgment of the General Partner to facilitate the formation and operation of such Alternative Vehicle and the investments contemplated by this Section 2.10, 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 2.10. Accordingly, if any such Alternative Vehicles are formed, all references in this Agreement to the Partnership and/or any Parallel Funds Vehicles and/or any of their related entities or vehicles shall, where appropriate as determined by the General Partner, be deemed to include any Alternative Vehicle, and all references to Partnership investments shall, where appropriate as determined by the General Partner, include investments made by or through Alternative Vehicles. In addition, all references in this Agreement to a term or provision of this Agreement shall, where appropriate as determined by the same proportions General Partner, be deemed to include the corresponding term or provision of the governing agreement of any Alternative Vehicles. To the fullest extent permitted by law, a Limited Partner will be admitted to an Alternative Vehicle without execution of its limited partnership agreement and/or other organizational documents when such Person’s admission is reflected on the records of such Alternative Vehicle. If requested by the General Partner, each Limited Partner shall execute any documents as the Partnership and the Parallel Funds own the Aggregating Partnership. The General Partner shall use commercially reasonable efforts have reasonably requested or that are otherwise required to ensure that any Aggregating AIV should not be deemed effectuate the transactions contemplated by this Section 2.10. Notwithstanding the foregoing or anything else to constitute “plan assets” the contrary herein, the limited partnership agreement and/or other organizational or Transfer documents of any Alternative Vehicle and any other documents reflecting the admission of the Limited Partners to such Alternative Vehicle may be executed on behalf of the Limited Partners by the General Partner that is a “benefit plan investor” within pursuant to the meaning power of ERISAattorney granted by each of the Limited Partners pursuant to Section 11.3. With respect to any Alternative Vehicle formed prior to the Final Closing Date, the provisions of Section 3.3 shall apply equally to such Alternative Vehicle in addition to the Partnership.