Common use of Parallel Funds Clause in Contracts

Parallel Funds. (a) The General Partner or any of its Affiliates may establish one or more investment funds, limited partnerships, limited liability companies or other similar entities formed to invest on a side- by-side basis with the Partnership and to address legal, tax or regulatory concerns of investors and any replacement or successor funds thereto that the General Partner determines shall replace or succeed to such funds (each such entity, a “Parallel Fund”). Each Parallel Fund shall be controlled by the General Partner or one of its Affiliates to the extent practicable in light of such legal, tax, contractual and regulatory considerations. (b) Subject to applicable legal, tax, contractual and regulatory considerations, unless otherwise approved by the Advisory Committee, the Partnership and each Parallel Fund will invest on a side-by-side basis in any Investment made by any of them (absent legal, tax, contractual or regulatory considerations to the contrary, as determined by the General Partner in its sole discretion) on substantially the same terms and conditions, (i) making and sharing in each Investment in proportion to their respective aggregate available capital commitments as of the date such Investment is made (taking into account any investors that may be excluded or excused from any such Investment) and sharing any related Transaction Expenses in proportion to the relative size of the Investment made by each, (ii) sharing in Organizational Expenses and other Partnership Expenses in proportion to their respective aggregate capital commitments and (iii) otherwise sharing in rights and liabilities as specified in this Agreement and as necessary to give effect to the intent hereof. (c) Unless otherwise approved by the Advisory Committee, the Partnership and any Parallel Fund(s) shall dispose of their respective interests in Portfolio Companies at the same time and on the same terms in proportion to their respective ownership interests in such Portfolio Companies (subject to the ability of the Partnership and the Parallel Funds to make distributions in kind pursuant to Section 5.1(d)). (d) Any Parallel Fund shall be governed by a limited partnership agreement, limited liability company agreement, charter or such similar governance document that has substantially similar terms as this Agreement and identical provisions (on a substantive basis) regarding: (i) the amount of the management fee required of such entity’s investors, (ii) the timing of the payment of such entity’s management fee, (iii) the manner in which distributions are allocated as between the investors in such entity on the one hand and the general partner (or other managing entity) on the other hand, (iv) the timing of distributions, (v) the determination of the available capital commitment of an investor in such entity, (vi) the indemnification provisions of such entity, (vii) the manner in which the clawback amount and the after-tax carried interest amount are calculated, and (viii) the manner in which the general partner (or other managing entity) is obligated with respect to the amounts described in clause (vii).