Common use of Limited Partners Subject to the Bank Holding Company Act Clause in Contracts

Limited Partners Subject to the Bank Holding Company Act. Notwithstanding any other provision of this Agreement, all BHC Partners shall be subject to the limitations on voting set forth in this Section 4.03. If at any time a BHC Partner holds an Interest in the Onshore Partnership that would otherwise represent 5% or more of the total voting Interests in the Onshore Partnership, such BHC Partner may not vote any portion of its Interest in the Onshore Partnership representing in excess of 4.99% of the Interests in the Onshore 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 Onshore 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 Onshore Partnership. Each BHC Partner hereby further irrevocably waives its corresponding right to vote for a successor general partner under this Agreement and the Act with respect to any non-voting Interest, which waiver shall be binding upon such BHC Partner and any Person that succeeds to its Interest. In the event that two or more BHC Partners are affiliated, the limitations of this Section 4.03 shall apply to the aggregate Interests in the Onshore 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 Onshore Partnership entitled to vote. Except as provided in this Section 4.03, 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 Onshore Partnership for this Section 4.03 not to apply to its Interest in the Onshore 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.

Limited Partners Subject to the Bank Holding Company Act. Notwithstanding any other provision Any Interest held for its own account by a Limited Partner that is a bank holding company, as defined in Section 2(a) of this Agreementthe BHC Act, all BHC Partners shall be or a non-bank subsidiary of such bank holding company, or a non-U.S. bank subject to the limitations on voting set forth BHC Act pursuant to the International Banking Act of 1978, as amended, or a subsidiary of any such non- U.S. bank subject to the BHC Act, (each, a “BHC Partner”), together with the Interests of all Affiliates who are Limited Partners that is determined initially at the time of admission of that Limited Partner, the withdrawal of another Limited Partner or any other event resulting in this Section 4.03. If at any time a BHC Partner holds an Interest adjustment in the Onshore Partnership that would otherwise represent 5% or more relative Interests of the total voting Interests Limited Partners hereunder to be in the Onshore Partnership, such BHC Partner may not vote any portion of its Interest in the Onshore Partnership representing in excess of 4.99% of the Interests in the Onshore 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 aggregate 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(kunder Section 4(c)(6) of the BHC Act) of the Interests in of the Onshore PartnershipLimited Partners, and such voteexcluding for purposes of calculating this percentage portions of any other interests that are non- voting Interests pursuant to this Section 7.7 or any other section of the Agreement (collectively the “Non- Voting Interests”), Consent or decision shall be tabulated a non-voting Interest (whether or made not subsequently transferred in whole or in part to any other person) and shall not be included in determining whether the requisite percentage-in- interest of the Limited Partners, as if the case may be, have consented to, approved, adopted or taken any action hereunder; provided, that such BHC Partner were Non-Voting Interest shall be permitted to vote on any proposal to continue the business of the Partnership following an Event of Withdrawal under Section 10.2(a)(iv) but not on the approval of a Partner successor general partner under Section 9.8 or Section 10.2(a)(iv); provided, further, that with respect to the approval of a successor general partner under Section 9.8, to the extent required by Delaware law, such BHC Partner’s Non-Voting Interest shall be deemed voted and/or abstained in the same manner and proportion as the aggregate Interests of the other Limited Partners are voted and/or abstained. Upon any subsequent Closing Date, any withdrawal of a Limited Partner or any other event resulting in an adjustment in the relative Interests of the Limited Partners hereunder, a recalculation of the Interests held by all BHC Partners shall be made, and only that portion of the total Interest held by each BHC Partner and its Affiliates that is determined as of the applicable Closing Date or the date of such withdrawal or other event, as applicable, to be in the aggregate 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(kunder Section 4(c)(6) of the BHC Act) of the Interests in of the Onshore Limited Partners, excluding Non-Voting Interests as of such date, shall be a Non-Voting Interest. Notwithstanding the foregoing, at the time of admission to the Partnership. Each , any BHC Partner hereby further irrevocably waives its corresponding right may elect for the requirements of this Section 7.7 to vote for a successor general partner under this Agreement and be waived by the Act with respect General Partner by providing written notice to any non-voting Interest, which waiver shall be binding upon the General Partner stating that such BHC Partner and any Person that succeeds to its Interest. In the event that two is not prohibited from acquiring or controlling more BHC Partners are affiliated, the limitations of this Section 4.03 shall apply to the aggregate Interests in the Onshore Partnership held by such BHC Partners and each such BHC Partner shall be entitled to vote its pro rata portion of than 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(kunder Section 4(c)(6) of the BHC Act) of the voting Interests in held by the Onshore Partnership entitled Limited Partners pursuant to vote. Except as provided in this such BHC Partner’s reliance on Section 4.03, any Interest of a BHC Partner held as a non-voting Interest shall be identical in all respects to the Interests 4(k) 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 Onshore Partnership for this Section 4.03 not to apply to its Interest in the Onshore PartnershipAct. 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.