Common use of Parallel Vehicles Clause in Contracts

Parallel Vehicles. On or prior to the Final Closing Date, the General Partner or an Affiliate thereof may, to accommodate legal, tax or regulatory considerations of certain investors, form one or more pooled investment vehicles to co-invest with the Fund (each, a “Parallel Vehicle”). Each Parallel Vehicle shall be controlled by the General Partner or an Affiliate thereof, shall be managed by the Fund Manager or an Affiliate thereof, and shall be governed by organizational documents containing provisions substantially the same in all material respects as those of the Fund (including this Agreement), with only such differences as may be required, or requested by the Investors therein, to accommodate the legal, tax or regulatory considerations referred to in the preceding sentence. The General Partner shall, subject to such legal, tax or regulatory considerations, cause each Parallel Vehicle to co-invest with the Fund in each Portfolio Company in proportion to the respective capital commitments of the Parallel Vehicles and the Fund. All references in this Section 2.8 (Parallel Vehicles) to the Investors of a Parallel Vehicle shall be deemed to include all Investors in a Parallel Vehicle formed as a vehicle other than a limited partnership. Each investment by a Parallel Vehicle shall, subject to legal, tax or regulatory considerations, be on substantially the same terms as, and on economic terms that are no more than favorable to such Parallel Vehicle than, those received by the Fund. With respect to each investment in which a Parallel Vehicle participates (or proposes to participate) with the Fund, any expenses or indemnification or other obligations related to such investment shall be borne by, and any Fee Income shall be allocated among, the Fund and any such Parallel Vehicle in proportion to the capital committed or proposed to be committed by each to such investment, provided that each Parallel Vehicle shall bear its share of Organizational Expenses and Fund Expenses pro rata in proportion to the respective capital commitments of the Fund and the Parallel Vehicles, subject to such adjustment as the General Partner may reasonably and in good faith determine to be equitable to the Fund and the Parallel Vehicles. The General Partner shall, subject to legal, tax or regulatory considerations, cause the Fund and the Parallel Vehicles to sell or otherwise dispose or divest of their respective interests in a Portfolio Company at the same time and on the same terms, in proportion to their respective ownership interests therein. Alternative Vehicles. If at any time the General Partner determines that for legal, tax or regulatory reasons it would be in the best interests of the Limited Partners for certain or all of the Limited Partners to participate in a Portfolio Investment through one or more alternative investment structures, the General Partner may effect the making of all or any portion of such investment outside of the Fund by requiring certain or all Limited Partners to make capital contributions with respect to such potential portfolio investment to a limited partnership or other similar vehicle (each, an “Alternative Vehicle”) provided that, that no Limited Partner will be required to participate in any such investment through an Alternative Vehicle unless (i) all Limited Partners are participating in such investment through such Alternative Vehicle, or (ii) the General Partner obtains prior written consent from such Limited Partner. Each Alternative Vehicle shall be controlled by the General Partner or an Affiliate thereof, shall be managed by the Fund Manager or an Affiliate thereof, and shall be governed by organizational documents containing provisions substantially the same in all material respects as those of the Fund (including this Agreement), with only such differences as may be required to accommodate the legal, tax or regulatory requirements referred to in Section 2.9.1. The General Partner shall provide each of the Limited Partners with a copy of the organizational documents governing each Alternative Vehicle not less than ten (10) Business Days before the signing of such documents. All references in this Section 2.9 (Alternative Vehicles) to the limited partners of an Alternative Vehicle shall be deemed to include all investors in an Alternative Vehicle formed as a vehicle other than a limited partnership. Each Limited Partner investing in an Alternative Vehicle shall be obligated to make contributions to such Alternative Vehicle in a manner consistent with that provided by Article 6 (Capital Contributions), and each such Limited Partner’s Remaining Commitment shall be reduced by the amount of such contributions to the same extent as if such contributions were made to the Fund as Capital Contributions. With respect to each investment or proposed investment in which an Alternative Vehicle participates or proposes to participate with the Fund, any expenses or indemnification or other obligations related to such investment or proposed investment shall be borne by, and any Fee Income shall be allocated among, the Fund and such Alternative Vehicle in proportion to the capital committed by or proposed to be committed by each to such investment. Any management fee funded by a Limited Partner with respect to an Alternative Vehicle shall reduce such Limited Partner’s share of the Management Fee required to be funded by such Limited Partner, and payable to the Fund Manager by the Fund by a corresponding amount. Distributions of cash and other property and the allocations of income, gain, loss, deduction, expense and credit from such Alternative Vehicle, and the determination of allocations and distributions pursuant to Article 14 (Distributions; Allocations) and of any Capital Contribution or other payment by a Limited Partner pursuant to Article 6 (Capital Contributions) or any other amount contributed to or distributed by any Alternative Vehicle, shall be determined as if each contribution to or distribution by such Alternative Vehicle were a contribution to or distribution by the Fund. The investment results of an Alternative Vehicle shall be aggregated with the investment results of the Fund for all purposes unless at the time the investment is made by the Alternative Vehicle the General Partner otherwise determines with the consent of the Advisory Committee and prior notice to the Limited Partners, that such aggregation increases the risk of any adverse tax consequences or imposes legal or regulatory constraints or creates other risks that would be undesirable for the Fund or the Limited Partners. If any Limited Partner defaults with respect to its obligations to an Alternative Vehicle, (i) such Limited Partner shall be deemed to be a Defaulting Partner under this Agreement to the same extent as if such default to the Alternative Vehicle had occurred under the terms of this Agreement and (ii) the remedies imposed by the General Partner against such Defaulting Partner shall be aggregated with the remedies imposed against such Person under the governing documents of the Alternative Vehicle so that, to the greatest extent practicable, such aggregated remedies would put the Fund and the Defaulting Partner in the same positions they each would have been in had such Defaulting Partner made its entire Commitment to the Fund rather than through both the Fund and the Alternative Vehicle. In the event that the General Partner or an Affiliate thereof forms one or more Alternative Vehicles, the provisions of this Agreement, whether or not amended, shall be interpreted to give effect to the intent of the provisions of this Section 2.9 (Alternative Vehicles). Accordingly, if any such Alternative Vehicle is formed, all references in this Agreement to the Fund shall, where appropriate, be deemed to include such Alternative Vehicle. The limited partnership agreement and other organizational documents of any Alternative Vehicle shall be executed on behalf of the Limited Partners investing therein by the General Partner pursuant to the power of attorney granted by each of the Limited Partners pursuant to Section 19.5 (Power of Attorney).

Parallel Vehicles. 65 On or prior to the Final Closing Date, the General Partner or an Affiliate thereof may, to accommodate legal, tax or regulatory considerations of certain investorsinvestors and the Fund, form one or more pooled investment vehicles to co-invest with the Fund (each, a “"Parallel Vehicle”"). Each Parallel Vehicle shall be controlled by the General Partner or an Affiliate thereofAffiliate, shall be managed by the Fund Manager or an Affiliate thereofAffiliate, and shall be governed by organizational documents containing provisions substantially the same in all material respects as those of the Fund (including this Agreement), with only such differences as may be required, or requested by the Investors thereinits Investors, to accommodate the legal, tax or regulatory considerations referred to in the preceding sentence. The General Partner shall, subject to such legal, tax or regulatory considerations, cause each Parallel Vehicle to co-invest with the Fund in each Portfolio Company in proportion to the respective capital commitments of the Parallel Vehicles and the Fund. All references in this Section 2.8 (Parallel Vehicles) to the Investors of a Parallel Vehicle shall be deemed to include all Investors in a Parallel Vehicle formed as a vehicle other than a limited partnership. Each investment by a Parallel Vehicle shall, subject to legal, tax or regulatory considerations, be on substantially the same terms as, and on economic terms that are no more than favorable favourable to such Parallel Vehicle than, those received by the Fund. With respect to each investment in which a Parallel Vehicle participates (or proposes to participate) with the Fund, any expenses or indemnification or other obligations related to such investment shall be borne by, and any Fee Income shall be allocated among, the Fund and any such Parallel Vehicle in proportion to the capital committed or proposed to be committed by each to such investment, provided that each Parallel Vehicle shall bear its share of Organizational Expenses and Fund Expenses pro rata in proportion to the respective capital commitments of the Fund and the Parallel Vehicles, subject to such adjustment as the General Partner may reasonably and in good faith determine to be equitable to the Fund and the Parallel Vehicles. The General Partner shall, subject to legal, tax or regulatory considerations, cause the Fund and the Parallel Vehicles to sell or otherwise dispose or divest of their respective interests in a Portfolio Company at the same time and on the same terms, in proportion to their respective ownership interests thereininterests. Alternative Vehicles. If at any time the General Partner determines that for legal, tax or regulatory reasons it would be in the best interests of the Limited Partners for certain or all of the Limited Partners to participate in a Portfolio Investment through one or more alternative investment structures, the General Partner may effect the making of all or any portion of such investment outside of the Fund by requiring certain or all Limited Partners to make capital contributions with respect to such potential portfolio investment to a limited partnership or other similar vehicle that would provide for the limited liability of the Limited Partners investing therein (each, an “"Alternative Vehicle”) , provided that, that no Limited Partner will be required to participate in any such investment through an Alternative Vehicle if holding such interest would have a Material Adverse Effect on such Limited Partner that such Limited Partner would not have been subject to had the Portfolio Investment been made through the Fund or the Parallel Vehicle, unless (i) all Limited Partners are participating in such investment through such Alternative Vehicle, or (ii) the General Partner obtains prior written consent from such the Limited Partner. Partner.66 Each Alternative Vehicle shall be controlled by the General Partner or an Affiliate thereofAffiliate, shall be managed by the Fund Manager or an Affiliate thereofAffiliate, and shall be governed by organizational documents containing provisions substantially the same in all material respects as those of the Fund (including this Agreement), with only such differences as may be required to accommodate the legal, tax or regulatory requirements referred to in Section 2.9.12.8(a) (Alternative Vehicles.). The General Partner shall provide each of the Limited Partners with a copy of the organizational documents governing each Alternative Vehicle not less than ten (10) [five Business Days Days] before the signing of such documents. All references in this Section 2.9 (Alternative Vehicles) to the limited partners of an Alternative Vehicle shall be deemed to include all investors in an Alternative Vehicle formed as a vehicle other than a limited partnership. Each Limited Partner investing in an Alternative Vehicle shall be obligated to make contributions to such the Alternative Vehicle in a manner consistent with that provided by Article 6 (Capital Contributions), and each such Limited Partner’s 's Remaining Commitment shall be reduced by the amount of such contributions to the same extent as if such contributions were made to the Fund as Capital Contributions. With respect to each investment or proposed investment in which an Alternative Vehicle participates or proposes to participate with the Fund, any expenses or indemnification or other obligations related to such investment or proposed investment shall be borne by, and any Fee Income shall be allocated among, the Fund and such the Alternative Vehicle in proportion to the capital committed by or proposed to be committed by each to such investment. Any management fee funded by a Limited Partner with respect to an Alternative Vehicle shall reduce such Limited Partner’s 's share of the Management Fee required to be funded by such Limited Partner, and payable to the Fund Manager by the Fund by a corresponding amount. Distributions of cash and other property and the allocations of income, gain, loss, deduction, expense and credit from such Alternative Vehicle, and the determination of allocations and distributions pursuant to Article 14 (Distributions; Allocations) and of any Capital Contribution or other payment by a Limited Partner pursuant to Article 6 (Capital Contributions) or any other amount contributed to or distributed by any Alternative Vehicle, shall be determined as if each contribution to or distribution by such Alternative Vehicle were a contribution to or distribution by the Fund. The investment results of an Alternative Vehicle shall be aggregated with the investment results of the Fund for all purposes unless at the time the investment is made by the Alternative Vehicle the General Partner otherwise determines with the consent of the LP Advisory Committee and prior notice to the Limited Partners, that such aggregation increases the risk of any adverse tax consequences consequences, or imposes legal or regulatory constraints constraints, or creates other risks that would be undesirable for the Fund or the Limited Partners. If any Limited Partner defaults with respect to its obligations to an Alternative Vehicle, (i) such Limited Partner shall be deemed to be a Defaulting Partner under this Agreement to the same extent as if such default Default to the Alternative Vehicle had occurred under the terms of this Agreement and (ii) the remedies imposed by the General Partner against such Defaulting Partner shall be aggregated with the remedies imposed against such Person under the governing documents of the Alternative Vehicle so that, to the greatest extent practicable, such aggregated remedies would put the Fund and the Defaulting Partner in the same positions they each would have been in had such Defaulting Partner made its entire Commitment to the Fund rather than through both the Fund and the Alternative Vehicle. In the event that If the General Partner or an Affiliate thereof any of its Affiliates forms one or more Alternative Vehicles, the provisions of this Agreement, whether or not amended, shall be interpreted to give effect to the intent of the provisions of this Section 2.9 2.8 (Alternative Vehicles.). Accordingly, if any such Alternative Vehicle is formed, all references in this Agreement to the Fund shall, where appropriate, be deemed to include such Alternative Vehicle. The limited partnership agreement and other organizational documents of any Alternative Vehicle shall be executed signed on behalf of the Limited Partners investing therein by the General Partner pursuant to the power of attorney granted by each of the Limited Partners pursuant to under Section 19.5 (Power of Attorney.).