- Usually this is resolved in the **LPA negotiation** before final close. The GP proposes terms, LPs push on governance/economic protections, and the final language reflects bargaining power and market norms.
- A term like a **Successor Fund Threshold** is a classic control issue, similar to other LPA provisions LPs negotiate hardest around fund governance and downside protection.
- If parties disagree:
- the GP can hold firm and seek different LPs
- the LP can decline to invest
- sometimes a compromise is reached, or a side letter is used if appropriate
- If the disagreement is strong and the term is fundamental, the deal often just does not happen.

Reference: https://decilehub.com/base/1-general_questions/163623-when-lps-are-reviewing-an-lpa-what-are-the-terms-they-tend-to-pay-the-most-attention-to-or-negotiate-the-hardest