Common use of Parallel Vehicle Clause in Contracts

Parallel Vehicle. (a) Each Limited Partner hereby acknowledges and agrees that, in order to facilitate investment by certain investors, the General Partner or the Ultimate General Partner may form and thereafter serve, or have an affiliate serve, as a general partner, managing member, manager, similar controlling Person or management company for one or more partnerships or other entities (all of such Persons designated by the General Partner as a “Parallel Vehicle,” together with (to the extent the General Partner reasonably determines to be applicable) any alternative investment vehicles created for such entities, are collectively referred to herein as the “Parallel Vehicle”). If the Parallel Vehicle is formed, it shall invest in each applicable Portfolio Investment on a basis that the General Partner determines in its sole discretion is fair and reasonable to the Partnership and the Parallel Vehicle, but taking into account Sections 3.1, 7.6 and 7.7 and any tax, regulatory, accounting, legal or other considerations that may limit the amount, type or timing of investment by the Partnership or the Parallel Vehicle. Each Limited Partner hereby agrees and consents to the formation of the Parallel Vehicle and the execution by the General Partner or the Ultimate General Partner on each Limited Partner’s behalf of any amendments, consents or acknowledgments necessary in order to effectuate the foregoing, including amendments to this Agreement in order to enable the General Partner or the Ultimate General Partner to operate the funds on a side-by-side basis. (b) To the extent that the formation of the Parallel Vehicle, the making of additional capital contributions to the Partnership or the Parallel Vehicle, the withdrawal of a Limited Partner pursuant to Section 6.9(c) (or the comparable provision of the Parallel Vehicle Agreement), the redemption of Aggregate Units, disproportionate expenses (including management fees) specifically attributable to the Partnership or the Parallel Vehicle or other circumstances cause the Net Asset Value and/or the net asset value of the Parallel Vehicle (as determined in accordance with the Parallel Vehicle Agreement) to increase (or decrease) disproportionately, the General Partner and the Ultimate General Partner in their sole discretion may, from time to time, adjust the percentage interest of the Partnership and the Parallel Vehicle in each Portfolio Investment to reflect such occurrence and make all other adjustments necessary in order to give effect to, and properly reflect, such occurrence. Notwithstanding anything in this Agreement to the contrary, the General Partner may make adjustments to (i) distributions, allocations and other fundings, payments or calculations to give effect to any expenses (including management fees) or other considerations that are specifically attributable to the Partnership or the Parallel Vehicle and (ii) voting and determinations made by Limited Partners and Parallel Vehicle Limited Partners such that the votes and determinations are made based on respective ownership interests in the Partnership and the Parallel Vehicle. (c) Notwithstanding anything to the contrary in this Agreement, the General Partner may, in its good faith discretion (and without the act of any other Partner), (i) enter into any agreement that permits an existing Limited Partner to withdraw (in whole or in part) from the Partnership and instead participate as a limited partner or other equity owner of the Parallel Vehicle, (ii) require such Limited Partner to withdraw (in whole or in part) from the Partnership and instead participate as a limited partner or other equity owner of the Parallel Vehicle, or (iii) require such Limited Partner to restructure its interest in the Partnership or otherwise participate as a limited partner or other equity owner of the Parallel Vehicle, in each case with the same number of Parallel Vehicle Units (and unit price thereof) as the number of Units (and Unit Price thereof) such Person had in the Partnership and the Parallel Vehicle Commitment equal to such Person’s Commitment prior to such withdrawal, and, in connection therewith, take any other necessary action to treat such Limited Partner as if such Limited Partner were a limited partner of the Parallel Vehicle from the date when such Limited Partner was admitted to the Partnership. Notwithstanding anything to the contrary in this Agreement, the General Partner may, in its good faith discretion (and without the act of any other Partner), require or enter into any agreement that permits, as applicable, a Person withdrawing from the Parallel Vehicle pursuant to a provision similar to this Section 6.9(c) in the Parallel Vehicle Agreement to be admitted to the Partnership as a Limited Partner with the same number of Units (and Unit Price thereof) as the number of Parallel Vehicle Units (and unit price thereof) such Person has in the Parallel Vehicle and a Commitment equal to such Person’s Parallel Vehicle Commitment prior to such withdrawal and, in connection therewith, take any other necessary action to treat such Person as if such Person were a Limited Partner of the Partnership from the date when such Person was admitted to the Parallel Vehicle. Notwithstanding anything in this Agreement to the contrary, the Partnership may, from time to time, at the General Partner’s sole election, purchase from or sell to the Parallel Vehicle at cost, as may be equitably adjusted by the General Partner, or distribute to a withdrawing Partner or receive as a capital contribution from a Partner being admitted, in each case subject to such adjustments as the General Partner determines to be reasonably necessary to address legal, tax and/or regulatory issues applicable to such Parallel Vehicle, its partners or its investments, a portion of any portfolio investment to the extent necessary for the Parallel Vehicle and the Partnership to each own the portion of each portfolio investment as contemplated by this Section 6.9(c) that it would own if all investments had been made as of the date of such transfer. In connection with this Section 6.9(c), the General Partner may take any other necessary or advisable action to consummate the foregoing.