Common use of BHC Partners Clause in Contracts

BHC Partners. (a) Notwithstanding any other provision of this Agreement, all BHC Partners shall be subject to the limitations on voting set forth in this Section 11.3. If at any time a BHC Partner holds an interest in the Partnership that would otherwise represent 5% or more of the total voting interests in the Partnership, such BHC Partner may not vote any portion of its interest in the Partnership representing in excess of 4.99% of the interests in the Partnership entitled to vote. Whenever the vote, consent or decision of a Limited Partner is required or permitted pursuant to this Agreement, a BHC Partner shall not be entitled to participate in such vote or consent, or to make such decision, with respect to the portion of such BHC Partner’s interest in excess of 4.99% (or such other amount as may be permitted by applicable regulations to be held by a BHC Partner as voting securities without reference to section 4(k) of the BHC Act) of the interests in the Partnership, and such vote, consent or decision shall be tabulated or made as if such BHC Partner were not a Partner with respect to such BHC Partner’s interest in excess of 4.99% (or such other amount as may be permitted by applicable regulations to be held by a BHC Partner as voting securities without reference to section 4(k) of the BHC Act) of the interests in the Partnership. Notwithstanding the foregoing, a BHC Partner will not be subject to the 4.99% voting limitation with respect to any vote, consent or decision that would be permitted for “nonvoting securities” as defined under the BHC Act and its implementing regulations (12 C.F.R. § 225.2(q)(2)), including any vote for the removal of the General Partner in accordance with this Agreement, or to replace the General Partner due to incapacitation or following the removal of the General Partner in accordance with this Agreement. (b) In the event that two or more BHC Partners are affiliated, the limitations of this Section 11.3 shall apply to the aggregate interests in the Partnership held by such BHC Partners and each such BHC Partner shall be entitled to vote its pro rata portion of 4.99% (or such other amount as may be permitted by applicable regulations to be held by a BHC Partner as voting securities without reference to section 4(k) of the BHC Act) of the interests in the Partnership entitled to vote. Except as provided in this Section 11.3, any interest of a BHC Partner held as a non-voting interest shall be identical in all respects to the interests of the other Limited Partners. Any such interest held as a non-voting interest shall remain a non-voting interest in the event that the BHC Partner holding such interest ceases to be a BHC Partner and shall continue as a non-voting interest with respect to any assignee or other transferee of such interest. Notwithstanding the foregoing, any BHC Partner may elect in writing upon its admission to the Partnership for this Section 11.3 not to apply to its interest in the Partnership. Any such election by a BHC Partner may be rescinded at any time by written notice to the General Partner, provided that any such rescission shall be irrevocable. (c) If at any time, as a result of any withdrawals by Limited Partners or distributions to other Limited Partners, or for any other reason, the General Partner expects the Capital Contribution of any BHC Partner (individually or in the aggregate with any of its “affiliates”) to exceed 24.99% of the total Capital Contributions of all Partners, the General Partner shall immediately notify such BHC Partner and permit such BHC Partner to immediately withdraw from the Partnership to the extent necessary to reduce such BHC Partner’s Capital Contribution to 24.99% of the total Capital Contribution of all Partners; provided, that this Section 11.3(c) shall not apply with respect to the Initial Class E Units, and instead the provisions of the JPM Sponsor Subscription Agreement shall govern with respect to withdrawal of Initial Class E Units by the Partnership.

BHC Partners. (ai) Notwithstanding any other provision of this Agreement, all BHC Partners shall be subject to the limitations on voting set forth in this Section 11.3. If at any time Any Interest held for its own account by a BHC Partner holds an interest in that is determined at the Partnership that would otherwise represent 5% or more time of the total voting interests in the Partnership, admission of such BHC Partner may not vote any portion of its interest in the Partnership representing in excess of 4.99% of the interests in the Partnership entitled to vote. Whenever the vote, consent or decision of a Limited Partner is required or permitted pursuant to this Agreement, a BHC Partner shall not be entitled to participate in such vote or consent, or to make such decision, with respect to the portion of such BHC Partner’s interest in excess of 4.99% (or such other amount greater percentage as may be permitted by applicable regulations to be held by a BHC Partner as voting securities without reference to section 4(k) of the BHC Act) of the Interests of the Limited Partners, excluding for purposes of calculating this percentage portions of any Interests that are non-voting interests pursuant to this Section 2.4(b) (collectively, the “Non-Voting Interests”), shall be a Non-Voting Interest (whether or not subsequently transferred in whole or in part to any other Person), except as provided in the following sentence. Upon the admission of any Additional Limited Partner (or increase in the Capital Commitment by a Subsequent Closing Partner) to or a withdrawal of any Limited Partner from the Partnership, and such vote, consent or decision a recalculation of the Interests held by all BHC Partners shall be tabulated or made as if made, and only that portion of the total Interest held by each BHC Partner (together with any Interest earlier transferred by such BHC Partner were not to any Person other than a Partner with respect to BHC Affiliate of such BHC Partner’s interest ) that is determined as of the date of such admission or withdrawal to be in excess of 4.99% (or such other amount greater percentage as may be permitted by applicable regulations to be held by a BHC Partner as voting securities without reference to section 4(k) of the BHC Act) of the interests Interests of the Limited Partners, excluding Non- Voting Interests as of such date, shall be a Non-Voting Interest. Non-Voting Interests shall not be counted as Interests of Limited Partners for purposes of determining under this Agreement whether any vote or consent required hereunder has been approved by the requisite percentage in Interest of the PartnershipLimited Partners. Notwithstanding the foregoing, a Each BHC Partner will not be subject hereby further irrevocably waives its corresponding right to vote for or consent to a successor general partner under the 4.99% voting limitation Delaware Act with respect to any voteNon-Voting Interest, consent or decision that would which waiver shall be permitted for “nonvoting securities” as defined under the BHC Act and its implementing regulations (12 C.F.R. § 225.2(q)(2)), including any vote for the removal of the General Partner in accordance with this Agreement, or to replace the General Partner due to incapacitation or following the removal of the General Partner in accordance with this Agreement. (b) In the event that two or more BHC Partners are affiliated, the limitations of this Section 11.3 shall apply to the aggregate interests in the Partnership held by such BHC Partners and each binding upon such BHC Partner shall be entitled and any Person that succeeds to vote its pro rata portion of 4.99% (or such other amount as may be permitted by applicable regulations to be held by a BHC Partner as voting securities without reference to section 4(k) of the BHC Act) of the interests in the Partnership entitled to voteInterest. Except as provided Notwithstanding any contrary provision in this Section 11.3, any interest of a BHC Partner held as a non-voting interest shall be identical in all respects to the interests of the other Limited Partners. Any such interest held as a non-voting interest shall remain a non-voting interest in the event that the BHC Partner holding such interest ceases to be a BHC Partner and shall continue as a non-voting interest with respect to any assignee or other transferee of such interest. Notwithstanding the foregoing2.4(b)(i), any BHC Partner may elect in writing upon its admission at any time (an “Opt-Out Election”), by providing written notice thereof to the Partnership for General Partner, not to be governed by this Section 11.3 not to apply to its interest 2.4(b)(i), in which case none of the PartnershipInterests held by such electing BHC Partner will be Non-Voting Interests. Any such election Opt-Out Election made by a BHC Partner may be rescinded at any time by providing a written notice thereof to the General Partner, provided that and any such rescission will be irrevocable for the entire term of this Agreement. Except as provided in this Section 2.4(b), a limited partnership Interest as a Non-Voting Interest shall be irrevocableidentical in all respects to all other Interests held by Limited Partners. (cii) If at any time, as No BHC Partner shall be required to make a result of any withdrawals by Limited Partners or distributions to other Limited Partners, or for any other reason, the General Partner expects the Capital Contribution of any to the extent such Capital Contribution would result in such BHC Partner (individually or having contributed in the aggregate with any of its “affiliates”) to exceed more than 24.99% of the total aggregate Capital Contributions of all Partners, if such BHC Partner (A) has obtained an opinion of counsel, reasonably satisfactory to the General Partner, to the effect that, as a result of Regulation Y (as defined in Section 2(a) of the BHC Act ), such Capital Contribution would cause the BHC Partner to violate Regulation Y, and (B) has given written notice, accompanied by a copy of such opinion of counsel, to the General Partner shall immediately notify such BHC Partner and permit such BHC Partner to immediately withdraw from within following the Partnership to the extent necessary to reduce such BHC Partner’s Capital Contribution to 24.99% delivery of the total Capital Contribution of all Partners; provided, that this Section 11.3(c) shall not apply Call Notice with respect to the Initial Class E Units, and instead the provisions of the JPM Sponsor Subscription Agreement shall govern with respect to withdrawal of Initial Class E Units by the Partnership.such Capital

BHC Partners. (a) Notwithstanding any other provision of this Agreement, all BHC Partners shall be subject to the limitations on voting set forth in this Section 11.3. If at any time a BHC Partner holds an interest in the Partnership that would otherwise represent 5% or more of the total voting interests in the Partnership, such BHC Partner may not vote any portion of its interest in the Partnership representing in excess of 4.99% of the interests in the Partnership entitled to vote. Whenever the vote, consent or decision of a Limited Partner is required or permitted pursuant to this Agreement, a BHC Partner shall not be entitled to participate in such vote or consent, or to make such decision, with respect to the portion of such BHC Partner’s interest in excess of 4.99% (or such other amount as may be permitted by applicable regulations to be held by a BHC Partner as voting securities without reference to section 4(k) of the BHC Act) of the interests in the Partnership, and such vote, consent or decision shall be tabulated or made as if such BHC Partner were not a Partner with respect to such BHC Partner’s interest in excess of 4.99% (or such other amount as may be permitted by applicable regulations to be held by a BHC Partner as voting securities without reference to section 4(k) of the BHC Act) of the interests in the Partnership. Notwithstanding the foregoing, a BHC Partner will not be subject to the 4.99% voting limitation with respect to any vote, consent or decision that would be permitted for “nonvoting securities” as defined under the BHC Act and its implementing regulations (12 C.F.R. § 225.2(q)(2)), including any vote for the removal of the General Partner in accordance with this Agreement, or to replace the General Partner due to incapacitation or following the removal of the General Partner in accordance with this Agreement. (b) In the event that two or more BHC Partners are affiliated, the limitations of this Section 11.3 shall apply to the aggregate interests in the Partnership held by such BHC Partners and each such BHC Partner shall be entitled to vote its pro rata portion of 4.99% (or such other amount as may be permitted by applicable regulations to be held by a BHC Partner as voting securities without reference to section 4(k) of the BHC Act) of the interests in the Partnership entitled to vote. Except as provided in this Section 11.3, any interest of a BHC Partner held as a non-voting interest shall be identical in all respects to the interests of the other Limited Partners. Any such interest held as a non-voting interest shall remain Table of Contents a non-voting interest in the event that the BHC Partner holding such interest ceases to be a BHC Partner and shall continue as a non-voting interest with respect to any assignee or other transferee of such interest. Notwithstanding the foregoing, any BHC Partner may elect in writing upon its admission to the Partnership for this Section 11.3 not to apply to its interest in the Partnership. Any such election by a BHC Partner may be rescinded at any time by written notice to the General Partner, provided that any such rescission shall be irrevocable. (c) If at any time, as a result of any withdrawals by Limited Partners or distributions to other Limited Partners, or for any other reason, the General Partner expects the Capital Contribution of any BHC Partner (individually or in the aggregate with any of its “affiliates”) to exceed 24.99% of the total Capital Contributions of all Partners, the General Partner shall immediately notify such BHC Partner and permit such BHC Partner to immediately withdraw from the Partnership to the extent necessary to reduce such BHC Partner’s Capital Contribution to 24.99% of the total Capital Contribution of all Partners; provided, that this Section 11.3(c) shall not apply with respect to the Initial Class E Units, and instead the provisions of the JPM Sponsor Subscription Agreement shall govern with respect to withdrawal of Initial Class E Units by the Partnership.