GLDUS139 Third Lake Capital Proprietary and Confidential allocations and distributions may differ as a result of taxes and other expenses paid or payable by the Alternative Investment Vehicle (or any entity included in such vehicle), and, to the extent practicable, such taxes and other expenses shall be borne by the Limited Partners for whose benefit the Alternative Investment Vehicle was established. Without limiting the foregoing, there shall be no duplication of management fees or other fees among the Partnership and the Alternative Investment Vehicles. In the event that a Limited Partner Transfers any portion of its interest hereunder in the absence of a corresponding Transfer of a proportionately equivalent interest of such Limited Partner in each other Alternative Investment Vehicle in which it is a limited partner or similar investor, or if any limited partner or similar investor in any Alternative Investment Vehicle Transfers any portion of its interest in any such entity without a corresponding Transfer of a proportionately equivalent interest hereunder, such corresponding transferred and retained interest shall continue to be subject to the provisions of this 3.5, unless otherwise determined by the General Partner in its sole discretion. Except as otherwise determined by the General Partner on or about the time of formation of the Alternative Investment Vehicle, any issue regarding the interpretation of how the Partnership and the Alternative Investment Vehicle interact shall be governed by the laws of the State of Delaware. (d) Any Limited Partner that defaults on its obligations to any Alternative Investment Vehicle in which it invests and becomes a "defaulting partner," -defaulting member" or similar defaulting Person under an agreement or instrument governing such Alternative Investment Vehicle (after giving effect to any applicable cure periods thereunder) shall also be a Defaulting Partner hereunder and any Limited Partner th