Common use of Voluntary Redemptions Clause in Contracts

Voluntary Redemptions. (a) A Partner (a “Redemption Partner”) may elect to redeem some or all of its Units by providing at least 90 days’ prior written notice to the General Partner in a form acceptable to the General Partner (such notice, a “Redemption Notice”); provided that a Lead Founding Investor, Class A Founding Investor or Class B Founding Investor may not make a redemption election that is effective prior to the earlier of (i) the third anniversary of the Launch Date or, (ii) if earlier, the expiration of the Priority Period pursuant to clause (B) of the definition thereof (the period from the Initial Closing Date until such date, as applicable, the “Hard Lock-Up Period”); provided further that if a Lead Founding Investor, Class A Founding Investor or Class B Founding Investor redeems some or all of its Aggregate Units during the Soft Lock-Up Period, such Lead Founding Investor, Class A Founding Investor or Class B Founding Investor, as applicable, shall (x) not be entitled to the discount described in the definition of Founding Investor on the Incentive Allocation calculated at redemption and (y) only be entitled to receive 95% of the redemption proceeds otherwise attributable to such Units and such forfeited amounts (the “Early Redemption Amount”) shall be allocated pro rata to the other existing Partners and Parallel Vehicle Partners at the level of the Partnership and the Parallel Vehicle in accordance with their respective Aggregate Units as of the effective date of such redemption (and corresponding adjustments shall be made to the Aggregate Units and/or percentage interests of such Partners and Parallel Vehicle Partners to reflect such economic arrangement); provided further that the Lock-up Period will be waived during any Key Executive Suspension Period lasting for more than 3 months; provided further that KKR Investors will also be subject to the provisions of Section 1.6. Following the expiration of such 90-day period (unless the General Partner agrees to an earlier date in its sole discretion), such Units shall become “Redemption Units”; provided that a Redemption Partner may at any time withdraw all or a portion of an election to redeem its Redemption Units to the extent such Redemption Units have not been redeemed. On the last day of each calendar quarter (or more frequently as determined by the General Partner in its sole discretion), all outstanding Redemption Units will be redeemed if the AIFM determines that there are sufficient Liquid Assets, taking into account Parallel Vehicle Redemption Units and Liquid Assets (as defined in the Parallel Vehicle Agreement) of the Parallel Vehicle; provided that if the AIFM determines that Liquid Assets are insufficient to redeem all of the outstanding Aggregate Redemption Units, outstanding Aggregate Redemption Units will be redeemed, on a quarterly basis, by means of one or more partial payments made on a pro rata basis (based on the number of Aggregate Units held by each Redemption Partner) (regardless of the order in which the Redemption Notices or redemption notices from Parallel Vehicle Limited Partners with respect to such Aggregate Redemption Units were submitted), in each case, subject to available Liquid Assets and at a redemption price of each Redemption Unit as calculated pursuant to Section 7.6(b) and each Parallel Vehicle Redemption Unit as calculated pursuant to a provision similar to Section 7.6(b) in the Parallel Vehicle Agreement; provided that redemptions on an other than pro rata basis may be made in order to: (1) avoid all or any portion of the Partnership’s assets or the Parallel Vehicle’s being deemed to include Plan Assets, (2) avoid causing, creating or exacerbating a Partnership Regulatory Risk,