Common use of Parallel Funds Clause in Contracts

Parallel Funds. 93 ARTICLE IX TRANSFERS BY INVESTORS 95 Section 9.1 General 95 Section 9.2 Transfer of Total Investment of General Partner 96 Section 9.3 Transfer of Total Investment of Investors 97 Section 9.4 Further Requirements 99 Section 9.5 Consequences of Transfers Generally 100 Section 9.6 Capital Account 101 Section 9.7 Additional Filings 101 Section 9.8 Removal of General Partner 101 Section 9.9 Alternative Investment Vehicles. 105 ARTICLE X WITHDRAWAL OF PARTNERS; TERMINATION OF PARTNERSHIP; LIQUIDATION AND DISTRIBUTION OF ASSETS 107 Section 10.1 Withdrawal of Partners 107 Section 10.2 Required Withdrawal of an Investor 107 Section 10.3 Dissolution of Partnership 108 Section 10.4 Distribution in Liquidation 109 Section 10.5 Final Reports 110 Section 10.6 Rights of Limited Partners 110 Section 10.7 Deficit Restoration 110 Section 10.8 Closure of the Liquidation of the Partnership 112 ARTICLE XI NOTICES AND VOTING 112 Section 11.1 Notices. 112 Section 11.2 Voting; Meetings 113 ARTICLE XII AMENDMENT OF PARTNERSHIP AGREEMENT AND POWER OF ATTORNEY 114 Section 12.1 Amendments 114 Section 12.2 Amendment of R.C.S. Luxembourg Recording and Filing 115 Section 12.3 Power-of-Attorney 116 ARTICLE XIII MISCELLANEOUS 117 Section 13.1 Entire Agreement 117 Section 13.2 Governing Law 117 Section 13.3 Effect 117 Section 13.4 Pronouns and Number 117 Section 13.5 Captions 118 Section 13.6 Partial Enforceability 118 Section 13.7 Counterparts 118 Section 13.8 Waiver of Partition 118 Section 13.9 Submission to Jurisdiction 118 Section 13.10 AIFMD Mandatory Investor Information 119 Section 13.11 Counsel to the Partnership 119 Section 13.12 Further Assurances 120 Section 13.13 Anti-Money Laundering. 120 This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP dated as of March 1, 2024 of MONROE CAPITAL PRIVATE CREDIT MASTER FUND V SCSP SICAV-RAIF (the “Partnership”), is by and among Monroe Capital Private Credit Fund V GP S.à ▇.▇., a private limited liability company (société à responsabilité limitée) formed under the laws of the Grand Duchy of Luxembourg, having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, L-1246 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register (“R.C.S. Luxembourg”) under number B272124, as managing general partner (associé commandité-gérant), the Special Limited Partner (as defined below), as the initial limited partner, and the Persons who become Limited Partners (as defined below), Note Holders (as defined below) and the Initial Manager (as defined below). The General Partner, the Special Limited Partner and the Limited Partners are collectively referred to herein as the “Partners.”

Parallel Funds. 93 ARTICLE IX TRANSFERS BY INVESTORS 95 62 Section 9.1 General 95 Section 9.2 Transfer of Total Investment of General Partner 96 Section 9.3 Transfer of Total Investment of Investors 97 Section 9.4 Further Requirements 99 Section 9.5 Consequences of Transfers Generally 100 Section 9.6 Capital Account 101 Section 9.7 Additional Filings 101 Section 9.8 Removal of General Partner 101 Section 9.9 9.10 Alternative Investment Vehicles. 105 62 ARTICLE X WITHDRAWAL DURATION OF PARTNERS; TERMINATION OF PARTNERSHIP; PARTNERSHIP 64 Section 10.1 Term of Partnership. 64 Section 10.2 Dissolution of Partnership. 64 Section 10.3 Extension of Term 65 Section 10.4 Events Not Causing Dissolution. 65 ARTICLE XI LIQUIDATION AND DISTRIBUTION OF ASSETS 107 65 Section 10.1 Withdrawal 11.1 Appointment of Partners 107 Liquidator 65 Section 10.2 Required Withdrawal of an Investor 107 Section 10.3 Dissolution of Partnership 108 Section 10.4 11.2 Distribution in Liquidation 109 Liquidation. 66 Section 10.5 11.3 Final Reports 110 Reports. 67 Section 10.6 11.4 Rights of Limited Partners 110 Partners. 67 Section 10.7 11.5 Deficit Restoration 110 Restoration. 67 Section 10.8 Closure of the Liquidation of the Partnership 112 ARTICLE XI NOTICES AND VOTING 112 Section 11.1 Notices11.6 Termination. 112 Section 11.2 Voting; Meetings 113 67 ARTICLE XII AMENDMENT OF LIMITED PARTNERSHIP AGREEMENT AND POWER OF ATTORNEY 114 67 Section 12.1 Amendments 114 Approval of Amendments. 67 Section 12.2 Amendment of R.C.S. Luxembourg Recording and Filing 115 Agreement. 69 Section 12.3 Power-of-Power of Attorney 116 69 ARTICLE XIII MISCELLANEOUS 117 71 Section 13.1 Entire Agreement 117 General. 71 Section 13.2 Governing Law 117 Choice of Law; Arbitration. 71 Section 13.3 Effect 117 Notices. 72 Section 13.4 Pronouns and Number 117 Goodwill. 73 Section 13.5 Captions 118 Headings. 73 Section 13.6 Partial Enforceability 118 Construction and Interpretation. 73 Section 13.7 Counterparts 118 Voting; Consents. 73 Section 13.8 Waiver Determination of Partition 118 the Partners. 74 Section 13.9 Submission to Jurisdiction 118 Confidentiality 74 Section 13.10 AIFMD Mandatory Investor Information 119 Entire Agreement; Side Letters. 76 Section 13.11 Counsel to the Partnership 119 Designee. 76 Section 13.12 Further Assurances 120 Rights of Limited Partners. 77 Section 13.13 Anti-Money LaunderingInvestment Advisers Act of 1940. 120 77 Section 13.14 Safe Harbor Rules. 77 Section 13.15 Compliance with FATCA. 77 Appendix A – Definitions This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP dated as AGREEMENT of March 1STRATEGIC VALUE SPECIAL SITUATIONS FUND IV, 2024 of MONROE CAPITAL PRIVATE CREDIT MASTER FUND V SCSP SICAV-RAIF L.P., a Delaware limited partnership (the “Partnership”), is made this 28th day of April, 2017 (this “Agreement”), by and among Monroe Capital Private Credit Fund V GP S.à SVP Special Situations ▇.▇ ▇.▇ LLC, a private Delaware limited liability company (société à responsabilité limitée) formed under the laws of the Grand Duchy of Luxembourg, having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, L-1246 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register (“R.C.S. LuxembourgGeneral Partner”) under number B272124, as managing general partner (associé commandité-gérant), the Special Limited Partner (as defined below), as the initial limited partner, and the Persons who become Limited Partners (other parties listed as defined below)limited partners of the Partnership in the register of the Partnership maintained by the General Partner at the principal office of the Partnership, Note Holders (as defined below) and the Initial Manager (as defined below). The General Partner, the Special Limited Partner and the Limited Partners are collectively referred amended from time to herein as the “Partnerstime.”