Common use of Parallel Investment Vehicles Clause in Contracts

Parallel Investment Vehicles. (a) The Managing Member shall provide the Future Fund Member with execution copies of the organizational documents of any Parallel Investment Vehicle as promptly as practicable following the initial closing of such Parallel Investment Vehicle (and, in any event, no later than the date on which the Managing Member furnishes a Side Letter entered into with an investor in such Parallel Investment Vehicle to the Future Fund Member pursuant to paragraph 0 above). For the avoidance of doubt, the rights granted to the Future Fund Member pursuant to paragraph 2 above shall not apply with respect to any provision in the organizational documents of any Parallel Investment Vehicle or Side Letter reducing or waiving Transaction Distribution Amount or Carried Interest, in whole or in part, with respect to Brookfield. (b) The Managing Member, itself and on behalf of the Company, agrees and Brookfield Asset Management Inc. agrees to ensure that: (i) without limiting the Managing Member’s fiduciary and other duties and obligations, the Managing Member may only exercise its rights and discretions under or in connection with Section 4.12 of the LLC Agreement if each of the rights and obligations of the Future Fund Member and the Beneficial Member under the LLC Agreement and this letter agreement and their direct or indirect economic or other interests in the Company (including the direct or indirect benefit or burden of any right, liability, representation, warranty, obligation, indemnity, waiver, release, qualification or exemption given by or in favor of the Managing Member or the Company (or any of its Subsidiaries) with or in respect of any other Person, including GGP or any Non-Managing Member or investor in any Parallel Investment Vehicle) are not adversely affected by the utilization of a Parallel Investment Vehicle; and (ii) without limiting clause (i) above, no portion of any taxes or other governmental charges which relate to a Parallel Investment Vehicle or any of its Subsidiaries nor any costs, liabilities or Transactions Costs incurred in connection with such taxes or other governmental charges (including, without limitation, costs or charges of advisers or contractors and costs and liabilities in relation to disputes and litigation in connection with such taxes or other governmental charges) will be borne or reimbursed by the Company.