SOF III -1081 Southern Financial LLC favourable to such Parallel Fund than, those received by the Fund. With respect to each investment in which Parallel Funds participate (or propose to participate) with the Fund, any investment expenses or any indemnification and/or repayment obligations related to such investment shall be borne by, and any fee income shall be allocated among, the Fund and any Parallel Funds and any other Related Investment Funds in proportion to the capital invested by each to such investment. The Manager shall cause the Parallel Funds to dispose of all or a portion of their investments in a portfolio investment that the Fund has co-invested in on a pm rata basis with the Fund, on terms no more favourable than those received by the Fund and at substantially the same time that the Fund disposes of its investment in such Portfolio Investment. (iii) Mechanics of Formation of Parallel Funds. Notwithstanding any other provision of this Agreement to the contrary, in the event that the General Partner or an Affiliate thereof forms one or more Parallel Funds, the General Partner shall have full authority, without the consent of any Person, including any other Partner, to amend this Agreement (but only to amend this Agreement in a manner that would not adversely affect the Limited Partners) as may be necessary or appropriate in the good faith judgment of the General Partner to facilitate the formation and operation of such Parallel Funds and the investments contemplated by this Section 4.5(c), and to interpret in good faith any provision of this Agreement, whether or not so amended, to give effect to the intent of the provisions of this Section 4.5(c). The limited partnership agreement and/or other organisational documents of any Parallel Fund and any other documents reflecting the admission of the Limited Partners to such Parallel Fund and the withdrawal of such Limited Partners from the Fund may be executed on behalf of the Lim