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    EXHIBIT 10.1

     

    

      CONFIDENTIAL
        TREATMENT REQUESTED

       

      INFORMATION
        FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS IDENTIFIED
        BY THREE ASTERISKS, AS FOLLOWS  “
*
        * *
”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE
        SECURITIES AND EXCHANGE COMMISSION.

      
      

    

    
      

    

     

    AGREEMENT
      OF LIMITED PARTNERSHIP

     

     

    OF

     

     

    LPI
      HOLDINGS I LP

     

     

    Dated
      as
      of December 31, 2005

     

    
      
        
        

      

      
        
        

        
          

        

      

      
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    Table
      of Contents

     

    
      
        	
                ARTICLE
                  I

              
	
                DEFINITIONS 
1

              


      

      


      
        	
                ARTICLE
                  II

              
	
                GENERAL
                  PROVISIONS 
1

              


      

      


      
        	
                Section
                  2.1

              	
                Formation
                  and Continuation

              	
                1

              
	
                Section
                  2.2

              	
                Name

              	
                1

              
	
                Section
                  2.3

              	
                Registered
                  Office and Principal Office of the
                  Partnership.

              	
                1

              
	
                Section
                  2.4

              	
                Purpose.

              	
                1

              
	
                Section
                  2.5

              	
                Term

              	
                2

              
	
                Section
                  2.6

              	
                Ownership

              	
                2

              
	
                Section
                  2.7

              	
                Nature
                  of Relationship

              	
                2

              
	
                Section
                  2.8

              	
                Certificates

              	
                2

              
	
                Section
                  2.9

              	
                Expenses.

              	
                3

              
	
                Section
                  2.10

              	
                Alternative
                  Investment Structure.

              	
                3

              


      

      


      
        	
                ARTICLE
                  III

              
	
                CAPITAL
                  CONTRIBUTIONS AND INTERESTS 
                  4

              


      

      


      
        	
                Section
                  3.1

              	
                Names,
                  Addresses and Investment Allocation of
                  Partners.

              	
                4

              
	
                Section
                  3.2

              	
                Initial
                  Capital Contribution; Escrow
                  Account

              	
                4

              
	
                Section
                  3.3

              	
                Mandatory
                  Capital Contributions.

              	
                5

              
	
                Section
                  3.4

              	
                Failure
                  to Fund Contributions.

              	
                6

              
	
                Section
                  3.5

              	
                Interest
                  on Capital Contributions and Return of Capital
                  Contributions

              	
                7

              
	
                Section
                  3.6

              	
                Withholding.

              	
                7

              
	
                Section
                  3.7

              	
                Additional
                  Limited Partners

              	
                7

              


      

      


      
        	
                ARTICLE
                  IV

              
	
                CAPITAL
                  ACCOUNTS; ALLOCATION OF PROFITS AND LOSSES 
                  8

              


      

      


      
        	
                Section
                  4.1

              	
                Capital
                  Accounts.

              	
                8

              
	
                Section
                  4.2

              	
                General
                  Rule

              	
                8

              
	
                Section
                  4.3

              	
                Allocation
                  of Net Income and Net Losses for Tax
                  Purposes

              	
                9

              
	
                Section
                  4.4

              	
                Special
                  Allocations.

              	
                9

              
	
                Section
                  4.5

              	
                Curative
                  Allocations

              	
                10

              


      

      


      
        	
                ARTICLE
                  V

              
	
                NONLIQUIDATING
                  DISTRIBUTIONS 
                  10

              


      

      


      
        	
                Section
                  5.1

              	
                Distributions
                  of Available Cash

              	
                10

              
	
                Section
                  5.2

              	
                Set-off
                  Rights.

              	
                11

              
	
                Section
                  5.3

              	
                Distributions
                  Upon Rescission

              	
                11

              
	
                Section
                  5.4

              	
                Clawback

              	
                12

              
	
                Section
                  5.5

              	
                Distributions

              	
                12

              
	
                Section
                  5.6

              	
                Liquidating
                  Distributions

              	
                12

              
	
                Section
                  5.7

              	
                Limitations
                  on Distributions

              	
                12

              


      

       

      
        	
                ARTICLE
                  VI

              
	
                MANAGEMENT 
13

              


      

      


      
        	
                Section
                  6.1

              	
                Management
                  and Control.

              	
                13

              
	
                Section
                  6.2

              	
                Authority
                  of the General Partner.

              	
                14

              
	
                Section
                  6.3

              	
                Maintenance
                  of Entity Status.

              	
                16

              
	
                Section
                  6.4

              	
                Manager
                  Certifications

              	
                16

              
	
                Section
                  6.5

              	
                Officers

              	
                16

              
	
                Section
                  6.6

              	
                Exculpation
                  and Indemnification.

              	
                17

              
	
                Section
                  6.7

              	
                Limitations
                  on Liability

              	
                18

              


      

       

       

      
        
          
          

        

        
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                ARTICLE
                  VII

              
	
                LIMITED
                  PARTNERS 
18

              


      

      


      
        	
                ARTICLE
                  VIII

              
	
                BOOKS
                  AND RECORDS; CERTAIN COVENANTS 
                  19

              


      

      


      
        	
                Section
                  8.1

              	
                Books
                  and Records

              	
                19

              
	
                Section
                  8.2

              	
                Financial
                  Statements and Other Reports

              	
                19

              
	
                Section
                  8.3

              	
                Copies
                  of Amendments to Partners

              	
                19

              
	
                Section
                  8.4

              	
                Partner
                  Register

              	
                19

              
	
                Section
                  8.5

              	
                Right
                  of Inspection.

              	
                20

              
	
                Section
                  8.6

              	
                Audit
                  Assistance

              	
                20

              
	
                Section
                  8.7

              	
                Confidentiality;
                  Proprietary Rights; No
                  Solicitation.

              	
                20

              


      

      


      
        	
                ARTICLE
                  IX

              
	
                TRANSFERS
                  OF INTERESTS; WITHDRAWAL 
                  22

              


      

      


      
        	
                Section
                  9.1

              	
                Transfers
                  of Interests.

              	
                22

              
	
                Section
                  9.2

              	
                Unauthorized
                  Transfers

              	
                24

              
	
                Section
                  9.3

              	
                Rights
                  of Assignees

              	
                24

              
	
                Section
                  9.4

              	
                Withdrawal
                  of Partners

              	
                24

              
	
                Section
                  9.5

              	
                Certain
                  Transfers Prohibited

              	
                24

              
	
                Section
                  9.6

              	
                Purchase
                  of LPH’s Interests.

              	
                24

              


      

      


      
        	
                ARTICLE
                  X

              
	
                DISSOLUTION
                  AND WINDING UP 
                  27

              


      

      


      
        	
                Section
                  10.1

              	
                Dissolution
                  Events

              	
                27

              
	
                Section
                  10.2

              	
                Winding
                  Up

              	
                27

              
	
                Section
                  10.3

              	
                Final
                  Accountings

              	
                28

              
	
                Section
                  10.4

              	
                Capital
                  Account Deficit Balance Restoration
                  Obligation

              	
                28

              
	
                Section
                  10.5

              	
                Certificate
                  of Cancellation

              	
                28

              


      

      


      
        	
                ARTICLE
                  XI

              
	
                REPRESENTATIONS
                  AND WARRANTIES 
                  28

              


      

      


      
        	
                Section
                  11.1

              	
                General

              	
                28

              
	
                Section
                  11.2

              	
                Survival

              	
                29

              


      

      


      
        	
                ARTICLE
                  XII

              
	
                MISCELLANEOUS 
                  29

              


      

      


      
        	
                Section
                  12.1

              	
                Notices

              	
                29

              
	
                Section
                  12.2

              	
                Tax
                  Matters.

              	
                30

              
	
                Section
                  12.3

              	
                No
                  Third Party Beneficiaries

              	
                30

              
	
                Section
                  12.4

              	
                References
                  to this Agreement; Headings;
                  Scope

              	
                30

              
	
                Section
                  12.5

              	
                Construction

              	
                31

              
	
                Section
                  12.6

              	
                Validity
                  of Agreement; Severability

              	
                31

              
	
                Section
                  12.7

              	
                Further
                  Action

              	
                31

              
	
                Section
                  12.8

              	
                Governing
                  Law

              	
                31

              
	
                Section
                  12.9

              	
                Costs
                  of Litigation

              	
                31

              
	
                Section
                  12.10

              	
                Cumulative
                  Remedies

              	
                31

              
	
                Section
                  12.11

              	
                Specific
                  Performance.

              	
                32

              
	
                Section
                  12.12

              	
                Counterpart
                  Execution

              	
                32

              
	
                Section
                  12.13

              	
                Construction
                  Relative to Assignees

              	
                32

              
	
                Section
                  12.14

              	
                No
                  Implied Waiver

              	
                32

              
	
                Section
                  12.15

              	
                Jurisdiction

              	
                32

              
	
                Section
                  12.16

              	
                Amendments;
                  Copies of Agreement

              	
                33

              
	
                Section
                  12.17

              	
                Waiver
                  of Jury Trial

              	
                33

              
	
                Section
                  12.18

              	
                Power
                  of Attorney.

              	
                33

              
	
                Section
                  12.19

              	
                Publicity

              	
                34

              


      

       

       

      
        
          
          

        

        
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    AGREEMENT
      OF LIMITED PARTNERSHIP

    OF

    LPI
      HOLDINGS I LP

     

     

    THIS
      AGREEMENT OF LIMITED PARTNERSHIP of LPI HOLDINGS I LP (the “Partnership”),
      is
      dated as of December 31, 2005 (the “Effective
      Date”),
      and
      is entered into by and among LPI GP I LLC, a Delaware limited liability company
      (the “General
      Partner”),
      and
      the Persons specified on Schedule
      2
      hereto
      as limited partners (each, a “Limited
      Partner”
and
      collectively, the Limited
      Partners”).
      The
      General Partner and the Limited Partners are sometimes referred to herein
      collectively, on a several and not joint basis, as the “Partners”
and
      individually as a “Partner”.

     

    ARTICLE
      I

    DEFINITIONS

     

    Capitalized
      words and phrases used in this Agreement shall have the meanings set forth
      on
Schedule
      1 unless
      defined elsewhere herein.

     

    ARTICLE
      II

    GENERAL
      PROVISIONS

     

    Section
      2.1 Formation
      and Continuation.
      The
      Partners do hereby form a limited partnership pursuant to the Act. The Partners
      shall execute, and the General Partner shall file or cause to be filed, all
      such
      limited partnership certificates and assumed or fictitious name certificates
      as
      may be required by law or deemed advisable by the General Partner in connection
      with the formation and operation of the Partnership.

     

    Section
      2.2 Name.
      The
      name of the Partnership shall be, and the business of the Partnership shall
      be
      conducted under the name of, “LPI HOLDINGS I LP.”

     

    Section
      2.3 Registered
      Office and Principal Office of the Partnership. 

     

    (a) The
      initial location of the principal office of the Partnership shall be c/o the
      General Partner at its address set forth on Schedule
      2
      hereto.
      The General Partner may change the principal office or executive offices of
      the
      Partnership to another location within the United States after providing notice
      of any such change to the Limited Partners of the Partnership.

     

    (b) The
      registered office and registered agent of the Partnership in the State of
      Delaware shall be the initial registered office and initial registered agent
      as
      designated in the Certificate, or such other office or Person as the Partners
      may designate from time to time.

     

    
      
        
        

      

      
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    Section
      2.4 Purpose. 

     

    (a) The
      purpose of the Partnership (and its Subsidiaries, if any) is to, directly or
      indirectly, engage in the sourcing, acquisition, management, ownership, holding
      and disposition of (in whole or in part), or otherwise dealing in Eligible
      Investments, and to conduct such other lawful activities as may be necessary
      or
      incidental in furtherance of the foregoing purpose that are acceptable to the
      General Partner.

     

    (b) For
      the
      sake of clarification and subject to the provisions of Section 8.7,
      (i) the
      General Partner and any of its Affiliates shall not be prohibited from engaging
      in the business of the Partnership as provided in Section
      2.4(a),
      or
      acquiring any other asset for its own account by or through any Person other
      than the Partnership, (ii) the General Partner and any of its Affiliates may
      have other business interests or may engage in other business ventures,
      transactions or activities of any nature or description whatsoever, whether
      currently existing or hereafter created, (iii) neither the General Partner
      nor
      any of its Affiliates shall incur any liability to the Partnership or any
      Limited Partner as a result of its pursuit of, or engaging in, such other
      business interests or ventures, transactions or activities, (iv) neither the
      Partnership, the Limited Partners, the Manager nor any other Person shall have
      any right to participate in such other business interests or ventures,
      transactions or activities or to receive or share in any income or profits
      derived therefrom, (v) all Eligible Investments sourced, originated and
      purchased by the Manager may be purchased through the Partnership or any
      Investment Vehicle and (vi) subject
      to Section 11.1(b((i)(A)
      of the
      Investment Management Agreement. the General Partner shall not be under any
      obligation to approve the acquisition of any Investment by the Partnership
      or
      any Investment Vehicle, and the General Partner and its Affiliates shall not
      have any liability to any Limited Partner, the Manager or any other Person
      arising out of the General Partner’s election not to approve or pursue any such
      acquisition or any minimum number of Investments.

     

    Section
      2.5 Term.
      The
      Partnership shall continue in existence until the earlier of (i) the dissolution
      of the Partnership pursuant to Section
      10.1,
      and
      (ii) December 31, 2036; provided,
      however,
      that
      such date may be extended by the General Partner if necessary to permit the
      Realization of any Investment then held by the Partnership or any Investment
      Vehicle.

     

    Section
      2.6 Ownership.
      The Interest
      of each
      Partner in the Partnership shall be personal property for all purposes. All
      property and interests in property, real or personal, owned by the Partnership
      shall be deemed owned by the Partnership as an entity, and no Partner,
      individually, shall have any ownership of such property or interest except
      by
      having an ownership Interest in the Partnership as a Partner. Each of the
      Partners irrevocably waives, during the term of the Partnership and during
      any
      period of its liquidation following any dissolution, any right that it may
      have
      to maintain any action for partition with respect to any assets of the
      Partnership.

     

    Section
      2.7 Nature
      of Relationship.
      The
      relationship among the Partners shall be limited to the carrying on of the
      business of the Partnership in accordance with the terms of this Agreement.
      Such
      relationship shall be construed and deemed to be a limited partnership for
      the
      sole and limited purpose of carrying on such business. Except as otherwise
      provided for in this Agreement, nothing herein shall be construed to create
      any
      other relationship between the Partners or to authorize any Partner to act
      as an
      agent for any other Partner or the Partnership.

     

    
      
        
        

      

      
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    Section
      2.8 Certificates.
      All
      Interests issued hereunder shall be uncertificated; provided
      that the
      General Partner may approve a specific form of certificate and issue to the
      Partners certificates representing the Interests.

     

    Section
      2.9 Expenses.

     

    (a) If
      no
      Eligible Investments are acquired by the Partnership, each Partner shall be
      responsible for its own and its Affiliates’ costs and expenses in connection
      with the formation and organization of the Partnership (all such expenses,
      “Formation
      Expenses”);
      provided,
      however,
      that if
      and to the extent the Partnership acquires one or more Eligible Investments,
      each such Partner shall be reimbursed for its respective Formation Expenses
      to
      the extent provided in Section
      5.1;
      provided,
      further,
      that
      the foregoing notwithstanding, the Partnership shall be under no obligation
      to
      reimburse: (i) the General Partner and Mammoth for
      Formation Expenses incurred by them in an amount that exceeds [*
      * *]
in the aggregate; and (ii) LPH for Formation Expenses incurred by LPH
      in
      an amount that exceeds [* * *] in the aggregate.

     

    (b) A
      Partner
      may incur or pay on the Partnership’s behalf, subject to the General Partner’s
      prior written approval, third-party or other similar expenses in connection
      with
      due diligence, acquiring, closing, servicing, management and collection of
      Eligible Investments (all such expenses, including travel, legal, other
      professional fees, “Reimbursable
      Expenses”).
      The
      Partners shall be reimbursed for Reimbursable Expenses (provided that such
      expenses were incurred in accordance with the terms of this Agreement) upon
      receipt of proof of payment and any other supporting documentation regarding
      such expenses that the General Partner may reasonably request, to the extent
      provided in Section
      5.1.

     

    Section
      2.10 Alternative
      Investment Structure.

     

    (a) If
      the
      General Partner determines in good faith that for legal, tax, regulatory or
      other similar reasons it would be in the best interests of some or all the
      Partners to purchase or otherwise acquire an Eligible Investment through an
      alternative investment structure (such structure shall be referred to as an
      “Alternative
      Investment Vehicle”),
      the
      General Partner shall be permitted to structure the making of all or any portion
      of such Investment outside of the Partnership, by requiring any Partner or
      Partners to make such Investment through one or more entities other than the
      Partnership that will invest on a parallel basis with, or in lieu of, the
      Partnership, as the case may be. The Partners shall be required to make Capital
      Contributions directly to each such Alternative Investment Vehicle to the same
      extent, for the same purposes and on the same terms and conditions, as Partners
      are required to make Capital Contributions to the Partnership. Each Partner
      shall have the same economic interest, in all material respects, in Investments
      made through an Alternative Investment Vehicle pursuant to this Section
      2.10(a),
      as such
      Partner would have if such Investments had been made solely by the Partnership,
      and the other terms of such vehicle shall be substantially identical in all
      material respects to those of the Partnership, to the maximum extent applicable;
      provided
      that:

     

    (i) such
      Alternative Investment Vehicle (or the entity in which such Alternative
      Investment Vehicle invests) shall provide for the limited liability of the
      Limited Partners and, to the extent practicable, the General Partner, as a
      matter of the organizational documents of such Alternative Investment Vehicle
      (or the entity in which such Alternative Investment Vehicle invests) and as
      a
      matter of local law to the same extent in all material respects as is provided
      to the Partners under the Act and this Agreement or on more favorable terms
      to
      the extent practicable;

     

    
      
        
        

      

      
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    (ii) the
      Partners shall serve in a similar management role with respect to such
      Alternative Investment Vehicle;

     

    (iii) distributions
      of cash and other property and the allocations of income, gain, loss, deduction,
      expense and credit from such Alternative Investment Vehicle, and the
      determination of allocations and distributions pursuant to Articles
      IV
      and
V
      and of
      any clawback payment pursuant to Section
      5.4
      shall be
      determined as if each Investment made by such Alternative Investment Vehicle
      were an Investment made by the Partnership; and

     

    (iv) such
      Alternative Investment Vehicle shall, to the extent applicable, have terms
      similar in all substantive respects to those contained in this
      Agreement.

     

    (b) The
      General Partner shall have the discretion to apply and modify the provisions
      of
      this Agreement in order to effectuate the intent of such provisions as they
      may
      relate to, or be affected by, any Investment Vehicle, whether or not express
      reference to an Investment Vehicle is included in such provisions.

     

    ARTICLE
      III

    CAPITAL
      CONTRIBUTIONS AND INTERESTS

     

    Section
      3.1 Names,
      Addresses and Investment Allocation of Partners.
      The name
      and address of, the amount of Capital Contributions made by, and the Investment
      Allocation of, each Partner as of the Effective Date are as set forth on
Schedule
      2
      hereto.
      In the event of any change with respect to the information stated on
Schedule
      2
      hereto
      (as from time to time amended), the General Partner shall promptly cause (i)
      Schedule
      2
      to be
      amended to reflect such change, and (ii) a copy of the revised Schedule
      2
      to be
      provided to each of the Partners; provided,
      however,
      the
      failure of the General Partner to do the same shall not prevent the
      effectiveness of, or otherwise affect the underlying adjustments that would
      be
      reflected in, such an amendment; provided,
      further,
      that no
      such amendment or revision shall be made if the change so reflected would be
      prohibited by the terms of this Agreement. Revisions to Schedule
      2
      as
      contemplated by this Section
      3.1
      shall
      not constitute amendments to this Agreement for purposes of Section
      12.16.

     

    Section
      3.2 Initial
      Capital Contribution; Escrow Account.
      Within
      thirty (30) days after the Effective Date, each Partner shall deposit into
      the
      Escrow Account an amount equal to the initial Capital Contributions provided
      in
      the initial Schedule
      2
      hereto
      and shall be credited with the amount of cash and the aggregate Gross Asset
      Value of any property included in such Capital Contributions in the computation
      of such Partner’s Capital Account; provided,
      however,
      that in
      lieu of making its initial Capital Contribution in cash, LPH shall be permitted
      to contribute to the Partnership one or more Eligible Investments approved
      in
      writing by the General Partner having an aggregate Gross Asset Value equal
      to
      the amount set forth opposite LPH’s name on Schedule
      2
      hereto,
      which contribution, if applicable, shall be made pursuant to an agreement in
      form and substance reasonably satisfactory to the General Partner based upon
      the
      terms of the Master Purchase Agreement. Except as otherwise provided above,
      the
      initial Capital Contributions shall be disbursed as provided in the Escrow
      Agreement. Notwithstanding anything contained herein or in any other agreement
      or instrument to the contrary, at all times during the existence of the Escrow
      Account, the General Partner shall maintain sole discretion and control over
      the
      Escrow Account and the funds held therein and the General Partner may withdraw
      any unused funds held in the Escrow Account after ninety (90) days have passed
      from the date the Escrow Account was established. Any such withdrawal of unused
      funds from the Escrow Account shall be distributed to each Partner in accordance
      with such Partner’s respective contribution to such account.

     

    
      
        
        

      

      
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    Section
      3.3 Mandatory
      Capital Contributions.

     

    (a) Except
      as
      otherwise provided in this Agreement, the General Partner shall from time to
      time request Capital Contributions (“Mandatory
      Capital Contributions”)
      (x) from Mammoth only for the Margin Amounts and (y) from the Partners
      pro rata in accordance with each Partner’s respective Investment Allocation, in
      the amounts and at the times required by the Partnership in order to pay all
      Partnership expenses (other than the Margin Amounts), including (i)
      organizational expenses of the Partnership and any Subsidiaries, (ii) operating
      expenses of the Partnership and any Subsidiaries, (iii) amounts required to
      be
      paid with respect to any indemnification obligations of the Partnership or
      its
      Subsidiaries pursuant to Section
      6.6
      and (iv)
      any other expenditure authorized by the Partners in accordance with the terms
      of
      this Agreement, including, without limitation, to fund an Investment and the
      making of premium payments in respect of any such Investment. To the extent
      the
      Partnership requires any amounts that would otherwise be funded through the
      making of a Mandatory Capital Contribution pursuant to this Section
      3.3,
      the
      Partnership shall, prior to requesting any amounts from the Partners as provided
      hereunder, obtain any such amounts from the funds deposited in the Escrow
      Account on behalf of each Partner as initial Capital Contributions pursuant
      to
Section
      3.2
      consistent with the Escrow Agreement until such time as there are no longer
      any
      amounts remaining in the Escrow Account attributable to such Partner in respect
      of the initial Capital Contributions.

     

    (b) In
      addition to, but without limiting the foregoing, simultaneously with the
      acquisition of an Investment, (i) LPH shall be required to deposit an
      amount equal to the product of: (x) twelve (12) months of premium payments
      in
      respect of the Investment; and (y) LPH’s Investment Allocation into a
      separate bank account (the “Premium
      Account”)
      and,
      in connection therewith, enter into an account control agreement with the
      Partnership in a form satisfactory to LPH and the Partnership giving the
      Partnership control over the disposition of cash from such account; provided,
      however,
      that
      every ninety (90) days following the Effective Date, LPH shall deposit into
      the
      Premium Account an amount such that the amount in the Premium Account
      immediately after such deposit equals the product of: (x) twelve (12) months
      of
      premium payments in respect of all Investments then owned by the Partnership;
      and (y) LPH’s Investment Allocation. Notwithstanding the foregoing
      sentence, neither the General Partner nor Mammoth shall be required to place
      its
      pro rata share of any premium payments into a separate account, and such premium
      payments will be funded as Mandatory Capital Contributions when due pursuant
      to
Section
      3.3(a).

     

    (c) If
      there
      is a Mandatory Capital Contribution due from the Partners in accordance with
      Section
      3.3(a),
      the
      General Partner shall give the Limited Partners at least three (3) Business
      Days’ prior written notice of: (i) the amount of the Mandatory Capital
      Contribution; (ii) the date on which such Mandatory Capital Contribution shall
      be made to the Partnership; and (iii) the purpose(s) for which the Mandatory
      Capital Contribution is being made. Mandatory Capital Contributions shall be
      made by wire transfer of immediately available funds to an account designated
      in
      such notice.

     

    
      
        
        

      

      
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    (d) Upon
      receipt of a Mandatory Capital Contribution by the Partnership, the General
      Partner shall indicate in a ledger in substantially the form attached as
Schedule
      3,
      the
      following information with respect to each Mandatory Capital Contribution:
      (i)
      the date of such Capital Contribution; (ii) the Investment, if any, in respect
      of which such Capital Contribution was made; (iii) the total amount of the
      Capital Contribution, (iv) the total amount of the Capital Contribution made
      by
      each Partner based on such Partner’s Investment Allocation; and (v) the total
      amounts to date under clauses (iii) and (iv) above.

     

    (e) In
      the
      event of any change with respect to the information stated on Schedule
      3
      hereto
      (as amended from time to time), the General Partner shall promptly cause
Schedule
      3
      to be
      amended to reflect such change and a copy of the revised Schedule
      3
      to be
      provided to each of the Partners; provided,
      however,
      the
      failure of the General Partner to cause Schedule
      3
      to be
      amended or cause a revised copy of Schedule
      3
      to be
      provided to the Partners shall not prevent the effectiveness of, or otherwise
      affect the underlying adjustments that would be reflected in, such an amendment;
      provided,
      further,
      that no
      such amendment or revision shall be made if the change so reflected would be
      prohibited by the terms of this Agreement. Revisions to Schedule
      3
      as
      contemplated by this Section
      3.3
      shall
      not constitute amendments to this Agreement for purposes of Section
      12.16.

     

    Section
      3.4 Failure
      to Fund Contributions.

     

    (a) In
      addition to any other remedies that may be available at law or in equity,
      including, without limitation, pursuant to this Agreement or the Investment
      Management Agreement, if a Partner (a “Non-Contributing
      Partner”)
      fails
      to fund any Mandatory Capital Contribution in accordance with, and within the
      time specified in, Section
      3.3,
      then
      any other Partner who has then funded the Mandatory Capital Contributions
      required to be funded by such Partner (a “Contributing
      Partner”),
      shall
      have the right, but not the obligation, to contribute to the Partnership an
      amount (the “Covering
      Contribution”)
      equal
      to such Contributing Partner’s pro rata share (as among all Contributing
      Partners) of the amount of the Mandatory Capital Contribution (or portion
      thereof) that the Non-Contributing Partner failed to make.

     

    (b) In
      the
      event one or more Contributing Partners make Covering Contributions, the
      Non-Contributing Partner shall be obligated to repay each Contributing Partner
      the amount of its Covering Contribution as soon as reasonably practicable
      following the making of such Covering Contribution, together with interest
      at
      the rate of [* * *] per annum (compounded annually) or, if less, the highest
      rate of interest allowed by applicable law, from the date such balance was
      due
      and payable through the date of payment in full (such amounts are not a penalty
      but an approximation of part of the damages that are likely to be suffered
      due
      to such failure to pay). The Non-Contributing Partner agrees to execute such
      documents and agreements as may be reasonably requested by the Contributing
      Partner(s) to evidence the right to such repayment. To the extent such amounts
      (including interest) have not otherwise been repaid by the Non-Contributing
      Partner, such amounts shall be deducted from any amounts otherwise distributable
      or payable to such Non-Contributing Partner or its Affiliates hereunder or
      under
      the Investment Management Agreement or Master Purchase Agreement (including
      under Section
      5.1
      or
10.2
      hereof)
      and shall be paid instead to the Contributing Partners, pro rata in accordance
      with their respective Covering Contributions and, to the extent so deducted,
      shall be deemed to have been distributed to such Non-Contributing Partner for
      all purposes of this Agreement, the Investment Management Agreement or Master
      Purchase Agreement, as applicable.

     

    
      
        
        

      

      
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    Section
      3.5 Interest
      on Capital Contributions and Return of Capital Contributions.
      Except
      as otherwise provided or contemplated herein or as may otherwise be unanimously
      approved by the Partners, no Partner shall (a) be paid interest on any Capital
      Contribution funded by such Partner, or (b) withdraw all or any part of such
      Partner’s Capital Contribution. In furtherance of the foregoing, no Partner
      shall be entitled to any Distribution under Section 17-604 of the Act or any
      other provision of the Act whether upon the dissociation of such Partner from
      the Partnership or otherwise.

     

    Section
      3.6 Withholding.
      If the
      Partnership is required to withhold and remit any federal, state, foreign or
      local income taxes with respect to any Partner, or make any tax payments on
      behalf of any Partner, such withholding or payment by the Partnership shall
      be
      treated as a Distribution to the Partner with respect to whom such withholding
      or payment is made and shall reduce the amount of Distributions to be paid
      directly to such Partner. If the General Partner determines that the Partnership
      lacks sufficient funds to make any such withholding or payment, the Partner
      with
      respect to whom such withholding or payment is to be made shall pay to the
      Partnership cash or immediately available funds in the amount needed by the
      Partnership to satisfy such withholding or payment liability within ten (10)
      Business Days after being so notified in writing by the Partnership. In the
      event that any Partner fails to timely make any such payment, such Partner
      shall
      be in default and shall indemnify and hold the Partnership and the other
      Partners harmless for any costs, penalties, payments or damages incurred by
      the
      Partnership or the other Partners as a result of such failure, and such Partner
      shall pay the Partnership interest in respect of any disbursements by the
      Partnership as a result of such Partner failing to timely make the payments
      required by this Section
      3.6
      at the
      rate of [* * *] per annum (compounded annually) or, if less, the highest rate
      of
      interest allowed by applicable law, from the date such disbursements were made
      through the date of payment in full (such amounts are not a penalty but an
      approximation of part of the damages that are likely to be suffered due to
      such
      failure to pay). The Partnership shall have the authority to apply any amounts
      otherwise distributable or payable to such defaulting Partner or its Affiliates
      hereunder or under the Investment Management Agreement or the Master Purchase
      Agreement towards the satisfaction of the liabilities to the Partnership
      incurred by such Partner under this Section
      3.6.
      Payments made by any Partner pursuant to this Section
      3.6
      shall
      not be considered Capital Contributions and shall not increase the Capital
      Account of the Partner making such payment.

     

    Section
      3.7 Additional
      Limited Partners.
      The
      General Partner may admit additional Limited Partners to the Partnership only
      with the consent of all Partners; provided that no such consent shall be
      required (x) for the admission of Affiliates of the General Partner and/or
      Mammoth as a Limited Partner if LPH’s economic interests are unaffected by such
      admission or (y) in connection with a Transfer of Interests as contemplated
      by
Section
      9.1.
      In the
      event that an additional Limited Partner is admitted to the Partnership, then
      (i) prior to admittance, the Partnership shall cause such Person to execute
      an
      instrument pursuant to which such Person agrees to be bound by the terms of
      this
      Agreement as a Limited Partner, (ii) the Partners agree to amend this Agreement
      to the extent reasonably necessary and appropriate to reflect the addition
      of
      such Person, and (iii) the Partnership and such Person shall take any necessary
      actions such that the issuance of additional Interests complies with the
      Securities Act and any applicable state securities laws.

     

    
      
        
        

      

      
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    ARTICLE
      IV

    CAPITAL
      ACCOUNTS; ALLOCATION OF PROFITS AND LOSSES

     

    Section
      4.1 Capital
      Accounts.

     

    (a) Capital
      Accounts.
      A
      Capital Account shall be established for each Partner. Each Partner’s Capital
      Account shall be credited with (i) the amount of cash contributed by such
      Partner to the Partnership; (ii) the amount of such Partner’s allocable share of
      Net Income (or items thereof), including tax-exempt income and gain and any
      item
      of income or gain that are specially allocated to such Partner pursuant to
      Section
      4.3
      hereof;
      (iii) the amount, if any, of any Partnership liabilities that are assumed by
      such Partner as provided in Regulations Section
      1.704-1(b)(2)(iv)(c)(1);
      and (iv) the Gross Asset Value of any property contributed to the Partnership
      by
      such Partner (net of liabilities secured by such contributed property that
      the
      Partnership is considered to assume or take subject to under Code Section 752).
      Each Partner’s Capital Account shall be charged with (i) the amount of cash
      distributed to such Partner by the Partnership, (ii) the amount of such
      Partner’s allocable share of Net Losses and any items of Partnership loss and
      deduction that are specially allocated to such Partner pursuant to Section
      4.4
      hereof,
      and (iii) the Gross Asset Value of any property distributed to such Partner
      by
      the Partnership (net of liabilities secured by such distributed property that
      such Partner is considered to assume or take subject to under Code Section
      752).

     

    (b) Capital
      Account Balance of the General Partner.
      The
      General Partner must maintain a Capital Account balance at least equal to its
      Investment Allocation of the total Capital Account balances for the Partnership.
      Whenever a Limited Partner makes a Capital Contribution, the General Partner
      will immediately contribute whatever amount, if any, necessary to meet the
      requirements of the preceding sentence.

     

    (c) Interest
      on Capital Accounts.
      Interest shall not be payable or paid to the Partners in respect of their
      Capital Account balances.

     

    Section
      4.2 General
      Rule.
      Except
      as provided in this Article
      IV
      or
      elsewhere in this Agreement, Net Income (and items thereof) and Net Losses
      (and
      items thereof) for any Fiscal Year (or other applicable period) shall be
      allocated among the Partners in a manner such that the Capital Account of each
      Partner, immediately after giving effect to such allocation, is, as nearly
      as
      possible, equal (proportionately) to the amount of the distributions that would
      be made to such Partner during such Fiscal Year (or other applicable period)
      pursuant to Article
      V,
      based
      on the assumptions that (i) the Partnership is dissolved and terminated, (ii)
      its affairs are wound up and each Partnership asset is sold for cash equal
      to
      its Gross Asset Value, (iii) all Partnership liabilities are satisfied (limited
      with respect to each nonrecourse liability to the Gross Asset Value of the
      asset(s) securing such liability), and (iv) the net assets of the Partnership
      are distributed in accordance with Article
      X
      to the
      Partners immediately after giving effect to such allocation (taking into account
      distributions made during such Fiscal Year or other applicable period). The
      General Partner may make such other assumptions (whether or not consistent
      with
      the above assumptions) as it deems necessary or appropriate in order to
      effectuate the intended economic arrangement of the Partners as reflected in
      this Agreement. No value shall be placed on the goodwill, if any, of the
      Partnership for this purpose.

     

    
      
        
        

      

      
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    Section
      4.3 Allocation
      of Net Income and Net Losses for Tax Purposes.
      For
      each Fiscal Year, the General Partner shall allocate items of Net Income and
      Net
      Losses for income tax purposes among the Partners in such manner as to reflect
      equitably amounts credited or debited to each Partner’s Capital Account for the
      current and prior Fiscal Year (or relevant portions thereof). Allocations under
      this Section
      4.3
      shall be
      made pursuant to the principles of Section 704(b) and 704(c) of the Internal
      Revenue Code of 1986, as amended (the “Code”),
      and
      Regulations promulgated thereunder, as applicable, or the successor provisions
      to such Section and Regulations.

     

    Section
      4.4 Special
      Allocations.

     

    (a) Section
      704(b) Allocation Limitations.
      Notwithstanding Section
      4.1,
      special
      allocations of Net Income or specific items of income or gain may be specially
      allocated for any Fiscal Year (or other period) as follows (the “Special
      Allocations”):

     

    (i) Minimum
      Gain Chargeback.
      The
      Partnership shall allocate items of income and gain among the Partners at such
      times and in such amounts as necessary to satisfy the minimum gain chargeback
      requirements of Regulations Sections 1.704-2(f) and 1.704-2(i)(4).

     

    (ii) Qualified
      Income Offset.
      The
      Partnership shall specially allocate items of income and gain when and to the
      extent required to satisfy the “qualified income offset” requirements within the
      meaning of Regulations Section 1.704-1(b)(2)(ii)(d).

     

    (iii) Gross
      Income Allocation.
      In the
      event any Partner has an Adjusted Capital Account Deficit, each such Partner
      shall be specially allocated items of income and gain in an amount and manner
      sufficient to eliminate such Partner’s Adjusted Capital Account Deficit as
      quickly as possible; provided
      that an
      allocation pursuant to this Section
      4.4(a)(iii)
      shall be
      made only if and to the extent that such Partner’s Capital Account would have an
      Adjusted Capital Account Deficit after all allocations provided for in this
      Section
      4.4
      have
      been made as if Section
      4.4(a)(ii)
      and this
Section
      4.4(a)(iii)
      were not
      in this Agreement.

     

    (b) Net
      Losses.
      The Net
      Losses allocated pursuant to Section
      4.3
      shall
      not exceed the maximum amount of losses that can be so allocated without causing
      any Partner to have an Adjusted Capital Account Deficit at the end of any
      taxable year. In the event that some but not all of the Partners would have
      Adjusted Capital Account Deficits as a consequence of an allocation of Net
      Losses pursuant to Section
      4.3,
      the
      limitation set forth in this Section
      4.4(b)
      shall be
      applied on a Partner-by-Partner basis so as to allocate the maximum permissible
      Net Losses to each Partner under Regulations Section
      1.704-1(b)(2)(ii)(d).

     

    (c) Nonrecourse
      Deductions.
      Nonrecourse Deductions for any Fiscal Year (or other applicable period) shall
      be
      specially allocated pro rata
      among
      the Partners in proportion to their respective Investment Allocations, except
      to
      the extent that applicable Regulations require that such deductions be allocated
      in some other manner. Any Partner Nonrecourse Deductions for any Fiscal Year
      (or
      other applicable period) shall be specially allocated to the Partner who bears
      the economic risk of loss with respect to the Partner Nonrecourse Debt to which
      such Partner Nonrecourse Deductions are attributable in accordance with
      Regulations Section 1.704-2(i)(1).

     

    
      
        
        

      

      
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    Section
      4.5 Curative
      Allocations.
      The
      Special Allocations set forth in Section
      4.4
      hereof
      are intended to comply with certain requirements of the Regulations.
      Notwithstanding any other provisions of this Article
      IV
      (other
      than the Special Allocations), the Special Allocations shall be taken into
      account in allocating Net Income and Net Losses among the Capital Accounts
      of
      Partners so that, to the extent possible, the net amount of such allocations
      of
      Net Income and Net Losses and the Special Allocations to each Partner’s Capital
      Account shall be equal to the net amount that would have been allocated to
      each
      such Partner’s Capital Account if the Special Allocations had not been
      made.

     

    ARTICLE
      V

    NONLIQUIDATING
      DISTRIBUTIONS

     

    Section
      5.1 Distributions
      of Available Cash.
      The
      General Partner shall cause the Partnership to Distribute any Available Cash
      to
      the Partners on a quarterly basis or at such earlier times and in such amounts
      as authorized by the General Partner. Subject to the remainder of this
Article
      V,
      all
      Available Cash will be distributed in the following order of
      priority:

     

    (b) First,
      to LPH,
      until the amount distributed to LPH equals the sum of any unreimbursed Formation
      Expenses (subject to the limitation in Section
      2.9(a))
      and
      Reimbursable Expenses incurred by LPH, consistent with this
      Agreement;

     

    (c) Second,
      to the
      General Partner and Mammoth, until the aggregate amounts distributed to the
      General Partner and Mammoth equal the sum of any unreimbursed Formation Expenses
      (subject to the limitation in Section 2.9(a)) and Reimbursable Expenses
      incurred by the General Partner and Mammoth, consistent with this Agreement
      (distributed on a pro rata basis based upon their respective share of aggregate
      amounts of unreimbursed Formation Expenses (subject to the limitation in
Section
      2.9(a)
      and
      Reimbursable Expenses);

     

    (d) Third,
      to the
      Partners, in an amount sufficient to provide the Partners (i) the Preferred
      Return (pro rata based on the then-outstanding amount of a Partner’s Preferred
      Return as among all Partners) and (ii) an amount equal to their then-unreturned
      Capital Contributions (pro rata based on the outstanding amount of each
      Partner’s then-unreturned Capital Contributions as among all Partners). For
      purposes of computing Preferred Return, Available Cash distributed in accordance
      with clause (ii) of this Section
      5.1(c)
      shall be
      applied towards returning the earliest Capital Contributions first. If there
      is
      insufficient Available Cash to pay all amounts otherwise payable under this
      clause (c), Available Cash shall be allocated first to pay amounts in respect
      of
      clause (i) in full and then to pay amounts in respect of clause (ii);
      and

     

    (e) Fourth,
      (i) on
      a pro rata basis, 80% to the Partners in accordance with their respective
      Investment Allocation and (ii) 20% to LPH (the “Performance
      Allocation”);
      provided,
      however,
      that
      the Performance Allocation (x) shall not be distributed to LPH until
      fulfillment of the Maximum Investment Amount, and (y) shall be distributed
      monthly thereafter; provided,
      further,
      that if
      any Performance Allocation accrues but is not otherwise payable to LPH due
      to
      the fact that the foregoing proviso restricts payment of the Performance
      Allocation, such amounts will be held by the Partnership and shall continue
      to
      accrue a Preferred Return until the foregoing proviso ceases to restrict such
      payment, after which any such amounts shall be remitted to LPH (subject to
      the
      other provisions of this Article
      V
      ).

     

    
      
        
        

      

      
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    Notwithstanding
      the foregoing, for the purpose of calculating the Preferred Return and any
      Performance Allocation under clauses (c) and (d) above, respectively, any funds
      held in the Escrow Account shall count towards Mammoth’s basis from the date
      such funds are deposited into escrow. The General Partner and Mammoth shall
      not
      take any action or adjust their conduct from past practice where such action
      or
      adjustment is intended and designed to prevent the fulfillment of the Maximum
      Investment Amount to circumvent LPH’s entitlement to receive payment of the
      Performance Allocation and has no other valid business purpose.

     

    Section
      5.2 Set-off
      Rights. 

     

    (a) Replacement
      Manager.
      In the
      event the Partnership is required to obtain a replacement manager as a result
      of
      the termination of the Manager under the Investment Management Agreement (other
      than as a result of a voluntarily termination by the Partnership under
Section
      11.1(a)(i)(A)
      thereof), the reasonable fees and expenses incurred by the Partnership in
      connection therewith (the “Replacement
      Costs”),
      using
      commercially reasonably efforts to obtain a replacement manager in an
      arms-length negotiation with a third-party manager, shall be charged against
      and
      deducted from any distributions to be made to LPH under paragraphs (a) through
      (d) of Section
      5.1
      or
Section
      10.2
      until
      such time as the entire amount of Replacement Costs have been recovered by
      the
      Partnership. 

     

    (b) Right
      of Setoff.
      In the
      event LPH, the Manager or any of their respective Affiliates owes any amounts
      to
      the Partnership, the General Partner, Mammoth or their respective Affiliates,
      whether pursuant to this Agreement, the Investment Management Agreement, the
      Master Purchase Agreement or the Letter Agreement (but, in relation to the
      Letter Agreement, only in respect of the Initial Portfolio), the Partnership
      may
      deduct such amounts from Distributions otherwise to be made to LPH under
      paragraphs (a) through (d) of this Section
      5.1
      or
Section
      10.2
      until
      such time as the entire amount has been recovered and the Partnership may remit
      such amounts directly to the Person to whom such amounts are owed.

     

    (c) Obligation
      to Make Payments.
      The
      foregoing notwithstanding, nothing in this Agreement, the Investment Management
      Agreement or the Master Purchase Agreement shall relieve or affect the
      obligation of LPH or the Manager, as the case may be, to make payments to the
      Partnership for amounts due under any such agreement. 

     

    Section
      5.3 Distributions
      Upon Rescission.
      Notwithstanding any provision of this Agreement to the contrary, in the event
      the Manager is required to repurchase an Investment as provided under the Master
      Purchase Agreement, any amounts received by the Partnership in respect of such
      repurchase shall be distributed to the Partners pro rata in proportion to the
      actual Capital Contributions made by the Partners (including in respect of
      Margin Amounts) in respect of the acquisition of such Investment, subject to
      the
      other provisions of this Article
      V,
      and
      such amounts shall not be distributed to the Partners in the manner provided
      in
Section
      5.1.

     

    
      
        
        

      

      
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    Section
      5.4 Clawback.
      In the
      event that any Partner shall have received an amount that is less than the
      aggregate of the amount it is entitled to receive pursuant to clauses (a)
      through (d) inclusive of Section
      5.1 or pursuant to Sections 5.2, 5.3
      or
10.2
      (the
“Partner
      Amount”)
      and
      LPH shall have been distributed any Performance Allocation, LPH shall be
      obligated to return to the Partnership for distribution to the Partners, all
      or
      a portion of its Performance Allocations until such time as the Partners shall
      have received an amount equal to the aggregate Partner Amounts; provided,
      that
      the obligation of LPH to return any amounts to the partnership for distribution
      to the Partners shall pertain only to mistakes or errors in determining amounts
      distributed pursuant to clauses (a) through (d) inclusive of Section
      5.1 or
      pursuant to Sections 5.2, 5.3 or 10.2 or
      items
      of an indemnity nature payable by LPH or the Manager.

     

    Section
      5.5 Distributions.
      Except
      as
      otherwise provided in this Agreement, each Partner must look solely to the
      Investments for the return of that Partner’s Capital Contribution, Formation
      Expenses and Reimbursable Expenses and shall have no right or power to demand
      or
      receive Investments or other assets of the Partnership other than cash. However,
      the General Partner may cause the Partnership to Distribute assets or property
      of the Partnership other than cash (including Investments), provided
      that
      such non-cash Distributions, for each asset (or group of assets that are
      entirely fungible), are made among the Partners on the basis of the net fair
      market value of the property Distributed.

     

    Section
      5.6 Liquidating
      Distributions.
      Upon
      the dissolution and winding up of the Partnership, the provisions of
Article
      X
      shall
      apply with respect to any Distributions to the Partners.

     

    Section
      5.7 Limitations
      on Distributions.
      Notwithstanding the foregoing provisions of this Article
      V,
      in no
      event will a Distribution be declared and paid if the declaration and/or payment
      of such Distribution would violate the Act or any other law.

     

    
      
        
        

      

      
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    ARTICLE
      VI

    MANAGEMENT

     

    Section
      6.1 Management
      and Control.

     

    (a) Except
      to
      the extent otherwise expressly provided in this Agreement, the Investment
      Management Agreement or required by the Act or other applicable law, the
      management, operations and control of the Partnership, its business and the
      Investments shall be vested solely in the General Partner. The acts of the
      General Partner in carrying on the business and activities of the Partnership
      (and the management, operation and control thereof) as authorized herein shall
      bind the Partnership. Unless authorized to do so by the General Partner, this
      Agreement or the Investment Management Agreement, neither the Limited Partner,
      nor the Manager shall have any power or authority to act for, or to assume
      any
      obligation or responsibility on behalf of, the Partnership or to otherwise
      bind
      the Partnership in any way. The day-to-day management of the Investments shall
      be vested in the Manager pursuant to the Investment Management Agreement, but
      subject to the limitations imposed therein and in this Agreement.

     

    (b) The
      General Partner shall perform its duties under Section
      6.1(a)
      in good
      faith and with that degree of care that an ordinarily prudent person in a like
      position would use under similar circumstances. In performing its duties, the
      General Partner shall be entitled to rely on information, opinions, reports
      or
      statements, including financial statements and other financial data, in each
      case, prepared or presented by: (i) the other Partners, (ii) the Manager, (iii)
      one or more officers, agents or employees of the Partnership or (iv) other
      Persons (including, without limitation, counsel, accountants and other
      professionals) as to matters that the General Partner believes to be within
      such
      Person’s professional or expert competence.

     

    (c) In
      addition to the limitations set forth in Section
      6.7,
      except
      as required by applicable law in respect of its capacity as a general partner
      of
      a limited partnership, in performing its duties under Section
      6.1(a),
      the
      General Partner shall not be liable to the Partnership, the other Partners
      or
      the Manager for any debts, obligations or liabilities of the Partnership, any
      other Partner or the Manager, whether arising in tort, contract or otherwise,
      solely by reason of managing, operating and controlling the Partnership under
      Section
      6.1(a)
      or
      acting (or omitting to act) in such capacities or participating in the conduct
      of the business of the Partnership; provided,
      however,
      that
      the foregoing shall not eliminate or limit the liability of the General Partner
      as finally determined by a court of competent jurisdiction (i) for acts or
      omissions not in good faith or that involve intentional misconduct or a knowing
      violation of law, or (ii) for any transaction from which the General Partner
      derived an improper personal benefit.

     

    (d) In
      furtherance of and without limiting the foregoing, to the extent permitted
      under
      applicable law, the Partners hereby waive any fiduciary duty of the General
      Partner not expressly set forth in this Agreement associated with self-dealing,
      corporate opportunities or otherwise, so long as the General Partner conducts
      itself in a manner consistent with this Agreement.

     

    
      
        
        

      

      
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    Section
      6.2 Authority
      of the General Partner.

     

    (a) General.
      The
      General Partner shall have authority to take all actions which may be necessary
      or appropriate for, or incidental to, the conduct of the Partnership’s business
      and the acquisition, financing, investment, maintenance, preservation, operation
      and/or disposition of the Investments, in accordance with the provisions of
      this
      Agreement, the Act and other applicable laws and regulations. Notwithstanding
      anything contained herein or in the Investment Management Agreement or the
      Master Purchase Agreement to the contrary, any decisions to be made by the
      Partnership in the Investment Management Agreement or the Master Purchase
      Agreement shall be made solely by the General Partner. The General Partner’s
      decision-making authority and control includes, without limitation, the
      following:

     

    (i) the
      making of any Investment, including the material terms thereof or otherwise
      engaging in any aspect of the Partnership’s business as described in
Section 2.4;

     

    (ii) modification
      of the terms of any Investment agreements or documents related to any such
      Investment;

     

    (iii) retention
      of (and any fee paid, or to be paid, in respect of) third party service
      providers;

     

    (iv) sale,
      disposition, Transfer, pledge or hypothecation of, or determination of
      resolution strategies relating to, all or any portion of any Investment, or
      entering into a binding commitment to do any of the foregoing;

     

    (v) formation
      of any Investment Vehicle;

     

    (vi) determination
      of the Gross Asset Value of any asset or liabilities of the
      Partnership;

     

    (vii) transactions,
      the purpose of which is to hedge against currency fluctuations or interest
      rate
      fluctuations associated with any Investment;

     

    (viii) establishment
      of Reserves;

     

    (ix) the
      bringing, compromising, settling and defending of actions at law or in
      equity;

     

    (x) except
      as
      expressly provided herein, the Partnership, any of its Subsidiaries or any
      Investment Vehicle (A) making or revoking any of the elections under the Code
      (or state, local or foreign tax law) that are made at the Partnership (or
      Subsidiary or Investment Vehicle) level, (B) requesting and obtaining
      interpretative or exceptive advice and orders from, or engaging in discussions
      with respect to any tax matter with, Federal, state and local or foreign taxing
      authorities or (C) taking any other action with respect to any tax
      matter;

     

    
      
        
        

      

      
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    (xi) making
      any Distributions of assets or property of the Partnership other than in
      cash;

     

    (xii) except
      as
      expressly provided herein, take any action that, in the reasonable judgment
      of
      the General Partner at the time such action is taken, will cause the dissolution
      of the Partnership;

     

    (xiii) distribute
      Available Cash pursuant to Section
      5.1;

     

    (xiv) select
      or
      replace the Partnership’s or any of its Subsidiaries’ auditors or change the
      Partnership’s or any of its Subsidiaries’ Fiscal Year;

     

    (xv) change
      the name of the Partnership, any Subsidiary or any Investment
      Vehicle;

     

    (xvi) exercise
      the Partnership’s rights or remedies under the Investment Management
      Agreement;

     

    (xvii) incur,
      guaranty, prepay, in whole or in part, refinance, renew, modify or extend any
      indebtedness for borrowed money (including, without limitation, capitalized
      lease obligations relating to the Partnership, any of its Subsidiaries, or
      any
      Investment Vehicle or the Investments), or release any liens or encumbrances
      on
      any property or asset;

     

    (xviii) disseminate
      any press releases or make any external communications naming the General
      Partner or its Affiliates; or

     

    (xix) agree
      to
      do, or enter into any agreement to do, any matters similar to those listed
      in
      clauses (i) through (xviii) of this Section
      6.1(a).

     

    Notwithstanding
      anything contained in this Section
      6.1(a)
      or
      elsewhere in this Agreement to the contrary, the approval by the General Partner
      of any action taken by the Partnership shall not limit or otherwise affect
      the
      obligations or liabilities of the Manager or any other Partner under this
      Agreement, nor shall such approval act as a waiver thereof.

     

    (b) Right
      of the General Partner to Compel Sale of Investments or the Partnership;
      Mandatory Sale and Liquidation.
      Notwithstanding anything to the contrary in this Agreement, the Investment
      Management Agreement or the Master Purchase Agreement, the General Partner
      shall
      have full control over the sale, Transfer, liquidation or other disposition
      of
      Investments, including the right to compel the sale, Transfer, or liquidation
      of
      all, or a part of, the Investments and/or the sale of the Partnership at any
      time. If at any time the General Partner seeks to sell, Transfer, liquidate
      or
      dispose all or part of the Investments or to sell the Partnership pursuant
      to
      this Section
      6.2(b),
      the
      General Partner shall give written notice (the “Sale
      Notice”)
      thereof to the Limited Partners and the Manager at least fifteen (15) days
      prior
      to such sale. The Sale Notice shall identify the Investment(s) that the General
      Partner seeks to sell at such time (the “Subject
      Assets’’),
      or,
      in the case of a sale of the Partnership that the General Partner desires to
      sell the Partnership, and the proposed date of such sale. Thereafter, the
      Subject Assets or the Partnership, as the case may be, shall be sold on
      arm’s-length terms in accordance with processes and procedures established by
      the General Partner in its reasonable discretion and at the Partnership’s
      expense. The Partners and the Manager shall fully cooperate with, and be
      permitted to bid in, such sale. Each Subject Asset or the Partnership, as the
      case may be, shall be sold to the highest cash bidder in such sale
      process.

     

    
      
        
        

      

      
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    (c) Operation
      of the Partnership as a Separate Enterprise.
      The
      General Partner shall, consistent with the terms of this Agreement, cause the
      Partnership to conduct its business and operations separate from that of any
      other Person, including, without limitation, any of the Partners, the Manager
      or
      any of their respective Affiliates, including, (i) segregating Investments
      and
      not allowing funds or other Investments of the Partnership to be commingled
      with
      the funds or other assets of, owned by or registered in the name of, any other
      Person; (ii) maintaining books, bank accounts and financial records of the
      Partnership separate from those of any other Person; (iii) observing all
      Partnership procedures and formalities, including maintaining current records
      of
      Partnership affairs and minutes of Partnership meetings and written consents
      of
      the Partners; (iv) acting on behalf of the Partnership pursuant to, and in
      accordance with, this Agreement; (v) causing the Partnership to pay its
      liabilities from the assets of the Partnership; and (vi) causing the Partnership
      to conduct its dealings with third parties in its own name and in all respects
      hold itself out as a separate and independent legal entity.

     

    Section
      6.3 Maintenance
      of Entity Status.

     

    (a) Tax
      Classification.
      The
      Partners (including the Manager) shall cause the Partnership to comply with
      such
      conditions as may be required from time to time to have the Partnership treated
      as a partnership for federal, state and local income tax purposes and not as
      an
      association taxable as a corporation or a publicly traded partnership taxable
      as
      a corporation.

     

    (b) State
      Compliance.
      The
      Partners (including the Manager) shall: (i) take all action which shall be
      necessary or appropriate for the continuation of the Partnership’s valid
      existence as a limited partnership under the laws of the State of Delaware
      and
      any jurisdiction in which the Partnership does business, including, without
      limitation, the execution, delivery and filing of any necessary or advisable
      amendments or restatements to the Certificate and any other certificates,
      notices, statements or other instruments (and any amendments or statements
      thereof) necessary or advisable for the operation of the Partnership in all
      jurisdictions where the Partnership may elect to do business, and (ii) refrain
      from taking any action that would adversely affect the limited liability of
      the
      Limited Partners.

     

    Section
      6.4 Manager
      Certifications.
      Any
      Person dealing with the Partnership may rely (without duty of further inquiry)
      upon a certificate issued by the Partnership that is signed by the General
      Partner as to any of the following: (i) the identity of any Partner, the
      Manager, or any officer or other agent of the Partnership; (ii) the existence
      or
      nonexistence of any fact or facts which constitute(s) a condition precedent
      to
      acts by the General Partners or the Manager or which is in any other manner
      germane to the affairs of the Partnership; (iii) the Person or Persons
      authorized to execute and deliver any instrument or document of the Partnership;
      or (iv) any act or failure to act by the Partnership or any other matter
      whatsoever involving the Partnership.

     

    Section
      6.5 Officers.
      The
      Partnership may have such officers as may be appointed from time to time by
      the
      General Partner. Except to the extent set forth in an employment agreement,
      each
      officer shall serve until such time as he or she is removed by the General
      Partner (and if appointed by another officer, at the pleasure of the appointing
      officer). The same individual may hold any two (2) or more offices. The initial
      officers of the Partnership are listed on Schedule
      4
      hereto.
      The General Partner may designate signatories to execute documents for and
      on
      behalf of the Partnership. Each of the initial officers is authorized to execute
      for an on behalf of the Partnership this Agreement, the Investment Management
      Agreement, the Master Purchase Agreement, the Letter Agreement and each
      agreement or document related to any of the foregoing.

     

    
      
        
        

      

      
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    Section
      6.6 Exculpation
      and Indemnification.

     

    (a) Indemnification;
      Advancement of Expenses.
      Each
      Partner and officer of the Partnership, or any member, partner, manager,
      director or officer of its Subsidiaries serving in such capacity at the
      Partnership’s direction or request (any of the foregoing, an “Indemnitee”)
      shall,
      to the fullest extent permitted or required by the Act, as amended from time
      to
      time, or other applicable law, be exculpated from, and indemnified and defended
      by, the Partnership against any Indemnifiable Losses that in any way relates
      to
      or arises out of, or is alleged to relate to or arise out of, any action or
      inaction on the part of the Partnership or such Indemnitee acting on behalf
      of
      the Partnership, including, without limitation, any Indemnifiable Losses that
      the General Partner may suffer or incur under applicable law in respect of
      its
      capacity as a general partner of a limited partnership, except to the extent
      such Indemnifiable Losses, as finally determined by a court of competent
      jurisdiction, are attributable to (i) such Indemnitee’s acts or omissions not in
      good faith or that involve intentional misconduct or a knowing violation of
      law
      or (ii) such Indemnitee having derived an improper personal benefit from any
      transaction. The Partnership shall advance expenses incurred by such Indemnitee
      upon the receipt by the Partnership of the signed statement of such Indemnitee
      agreeing to reimburse the Partnership for such advance in the event it is
      ultimately determined that such Indemnitee is not entitled to be indemnified
      by
      the Partnership for such expenses.

     

    (b) Exculpation.
      Except
      with respect to the General Partner as required by applicable law, including,
      without limitation, any Indemnifiable Losses that the General Partner may suffer
      or incur under applicable law in respect of its capacity as a general partner
      of
      a limited partnership, no Indemnitee shall be liable to the Partnership or
      its
      Partners for monetary damages for an act or omission in such Person’s capacity
      as a Partner or as an officer or in the capacity as a member, partner, manager,
      director or officer of any Subsidiary, except to the extent such damages, as
      finally determined by a court of competent jurisdiction, are attributable to
      (i)
      such Indemnitee’s acts or omissions not in good faith or that involve
      intentional misconduct or a knowing violation of law or (ii) such Indemnitee
      having derived an improper personal benefit from any transaction. If the Act
      is
      amended to authorize further elimination of or limitations on the liability
      of
      Persons serving in the capacity as Indemnitees, then the liability of each
      such
      Indemnitee shall be eliminated or limited to the fullest extent permitted by
      the
      Act as so amended. Any repeal or modification of this Section
      6.6
      shall
      not adversely affect the right or protection of such Indemnitee existing at
      the
      time of such repeal or modification.

     

    (c) Not
      Exclusive.
      The
      indemnification and advancement of expenses provided by or granted pursuant
      to
      this Section
      6.6
      shall
      not be deemed exclusive of any other rights to which those seeking
      indemnification or advancement of expenses may be entitled under any agreement,
      approval of the Partners or otherwise.

     

    
      
        
        

      

      
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    (d) Insurance.
      The
      Partnership and its Subsidiaries may purchase and maintain insurance on behalf
      of any Person who is or was a Partner, officer, employee or agent of the
      Partnership, or is or was serving at the request of the Partnership as a member,
      partner, manager, director, officer, employee or agent of another Organization,
      against any liability asserted against him or her and incurred by him or her
      in
      any such capacity, or arising out of his or her status as such, whether or
      not
      he or she would be entitled to indemnity against such liability under the
      provisions of this Section
      6.6.

     

    (e) Beneficiaries.
      The
      indemnification and advancement of expenses provided by, or granted pursuant
      to,
      this Section
      6.6
      shall
      continue as to a Person who has ceased to be a Partner, officer, employee or
      agent and shall inure to the benefit of the heirs, executors and administrators
      of such a Person.

     

    (f) Limitations
      on Exculpation and Indemnification.
      For the
      avoidance of doubt, nothing in this Section
      6.6
      shall
      limit or affect a Person’s obligations under this Agreement, the Investment
      Management Agreement, the Master Purchase Agreement or the Letter Agreement
      to
      make any payment or otherwise abide by any such agreement.

     

    Section
      6.7 Limitations
      on Liability.
      Except
      with respect to the General Partner as required by applicable law, including,
      without limitation, any Indemnifiable Losses that the General Partner may suffer
      or incur under applicable law in respect of its capacity as a general partner
      of
      a limited partnership, neither the Partners, nor any officer or agent of the
      Partnership (including a Person serving in more than one such capacity), shall
      be liable for any debts, obligations or liabilities of the Partnership or any
      other Partner, whether arising in tort, contract or otherwise, solely by reason
      of being a Partner, officer or agent or acting (or omitting to act) in such
      capacities or participating (as an employee, consultant, contractor or
      otherwise) in the conduct of the business of the Partnership; provided,
      however,
      that
      the foregoing shall not eliminate or limit the liability of such Partner,
      officer or agent of the Partnership, as finally determined by a court of
      competent jurisdiction (1) for acts or omissions not in good faith or that
      involve intentional misconduct or a knowing violation of law, or (2) for any
      transaction from which such Partner, officer or agent of the Partnership derived
      an improper personal benefit. The failure of the Partnership to observe any
      formalities relating to the exercise of its powers or management of its business
      or affairs under this Agreement shall not be a ground for imposing personal
      liability on any Partner for the obligations and liabilities of the
      Partnership.

     

    ARTICLE
      VII

    LIMITED
      PARTNERS

     

    Only
      the
      General Partner and such officers, employees or other agents of the Partnership
      authorized by the General Partner (or as otherwise provided herein) shall have
      the authority to bind the Partnership or have any rights or powers to conduct
      the business or affairs of the Partnership except conferred on the Limited
      Partners by the Act or other applicable law or as otherwise set forth in the
      Investment Management Agreement. Any act of a Limited Partner in contravention
      of this Article
      VII
      shall be
      null and void and without force or effect.

     

    
      
        
        

      

      
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    ARTICLE
      VIII

    BOOKS
      AND RECORDS; CERTAIN COVENANTS

     

    Section
      8.1 Books
      and Records.
      The
      General Partner shall cause the Partnership to maintain at the Partnership’s
      principal place of business separate books of accounts which shall show a
      complete and accurate record of the assets, liabilities, transactions and
      financial condition of the Partnership and each of its Subsidiaries, including
      the costs and expenses incurred, all charges made, all credits made and
      received, and all income derived in connection with the conduct of, and
      transactions by, the Partnership and the operation of its business and affairs
      in accordance with (a) GAAP; (b) Federal income tax accounting rules as provided
      in this Agreement and (c) the reports prepared and provided by the General
      Partner. The accounting methods of the Partnership shall be consistently
      applied.

     

    Section
      8.2 Financial
      Statements and Other Reports.
      The
      General Partner shall use commercially reasonable efforts to distribute to
      the
      Partners the following reports at the indicated times:

     

    (a) Tax
      Information.
      As soon
      as practicable, but in any event within one hundred twenty (120) days after
      the
      end of each Fiscal Year of the Partnership, such information concerning the
      Partnership (including Schedule K-1 or successor schedule) as is necessary
      for a
      Partner to complete and file its Federal, state and local tax reporting
      requirements.

     

    (b) Financial
      Information.
      Within
      one hundred twenty (120) days after the end of each Fiscal Year of the
      Partnership, a written annual report containing the financial statements of
      the
      Partnership for such Fiscal Year audited by the Partnership’s accountants. To
      the extent that any information required to be included in a report or furnished
      to a Partner pursuant to this Section
      8.2
      is
      reasonably available only from the Manager and is not furnished by the Manager
      on a timely basis, the General Partner shall be authorized to omit such
      information from such report or to include in its stead such information as
      is
      available to the General Partner without unreasonable effort or
      expense.

     

    Section
      8.3 Copies
      of Amendments to Partners.
      The
      General Partner shall mail to the Partners copies of any amendment to this
      Agreement, including amendments to Schedule
      2
      or
3
      hereto,
      promptly upon the adoption of any such amendment.

     

    Section
      8.4 Partner
      Register.
      The
      Partnership shall maintain at its principal office a register listing the names,
      addresses and business telephones and facsimile numbers and e-mail addresses
      (to
      the extent of any e-mail addresses) of the Manager, all Partners and Assignees,
      the Interests owned by each Partner, Assignee or other Person, and a description
      of all Transfers made thereof, and any other relevant information pertaining
      to
      the equity ownership of the Partnership. Such register shall be in alphabetical
      order, readily readable and updated at least quarterly to reflect changes with
      respect to the information reported therein. Upon written request of a Partner,
      the General Partner shall cause to be delivered to such Partner a copy of the
      register as soon as practicable thereafter.

     

    
      
        
        

      

      
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    Section
      8.5 Right
      of Inspection.

     

    (a) Each
      Partner, or the authorized representative(s) thereof, shall have access to
      and
      may inspect, photocopy and conduct audits of all books, records, accounts and
      materials of the Partnership. The exercise of the rights contained in this
      Section
      8.5
      shall be
      made at such times that may be reasonably arranged. Each Partner shall bear
      the
      costs and expenses related to that Partner’s exercise of the rights provided
      under this Section
      8.5,
      except
      as otherwise permitted by the General Partner in its sole discretion. An audit
      may be conducted by any Person or Persons that Partner selects at such Partner’s
      cost.

     

    (b) Subject
      to such reasonable standards as may be established by the General Partner,
      each
      Limited Partner shall have the rights set forth in Section 17-305 of the
      Act.

     

    Section
      8.6 Audit
      Assistance.
      In the
      event that the income tax returns of any of the Partners as they relate to
      any
      Interest herein shall be audited, investigated, reviewed or questioned by the
      Internal Revenue Service, the Partnership shall promptly supply to such Partners
      all reasonably available books, records and financial information as may be
      necessary or required to substantiate the entries on such tax
      return.

     

    Section
      8.7 Confidentiality;
      Proprietary Rights; No Solicitation.

     

    (a) Each
      Partner and the Manager shall, and shall cause its Affiliates to, keep
      confidential any Confidential Information regarding the Partnership, any of
      the
      Partnership’s, its Subsidiaries’, its Partners, the Manager and any activity
      conducted or proposed to be conducted by the Partnership, its Subsidiaries,
      its
      Partners or the Manager, use such Confidential Information only in relation
      to
      the Partnership or any of its Subsidiaries as expressly permitted by this
      Agreement and shall not disclose such Confidential Information to any
      third-party without the prior written consent of the other Partners, the Manager
      (to the extent such Confidential Information relates solely to the Manager)
      or
      the Partnership, as applicable. Each Partner and the Manager shall maintain
      the
      Confidential Information of the other Partners or the Manager (to the extent
      such Confidential Information relates solely to the Manager) and the Partnership
      or any of its Subsidiaries in confidence using at least the same degree of
      care
      as it employs in maintaining in confidence its own proprietary and confidential
      information, but in no event less than a reasonable degree of care.


     

    (b) For
      the
      purpose of this Section
      8.7,
      the
      term “Confidential
      Information”
shall
      include all data, reports, interpretations, forecasts and records, financial
      or
      otherwise, including or reflecting information about or concerning the
      Partnership, its Subsidiaries, any Partner or any Affiliate of such Partner,
      the
      Manager, the business of the Partnership, its Subsidiaries, any Partner or
      any
      Affiliate of such Partner, or the Investments (including any material received
      regarding prospective Investments or Investments which may be used by the
      Partnership, the Manager or any of its Subsidiaries) which is not available
      to
      the general public (whether received before or after the Effective Date and
      whether transmitted orally or in writing), including this Agreement, the
      Investment Management Agreement, the Master Agreement, the Letter Agreement
      and
      all agreements and documents related hereto or thereto on the terms of any
      of
      the foregoing, and the identity of any Partner or its Affiliates, and including
      the systems, processes and procedures of the Manager in evaluating, acquiring,
      servicing and disposing Eligible Investments, and all improvements or
      modifications thereto (the “Manager
      Information”).
      The
      term “Confidential Information” does not include information that: (i) is or
      becomes generally available to the public other than as a result of a disclosure
      by any Partner or the Manager; (ii) was or becomes available to a Partner or
      the
      Manager on a non-confidential basis from a source other than the Partnership,
      the Manager or the other Partners; provided
      that
      such source is not bound by a confidentiality agreement with or other
      contractual, legal or fiduciary obligation of confidentiality to the Partnership
      or any other Person with respect to such information; (iii) is developed by
      the
      receiving Partner or the Manager independently of, or was known by the receiving
      Partner or the Manager prior to, any disclosure of such information made by
      the
      disclosing Partner or the Manager; (iv) is required to be disclosed by order
      of
      a court of competent jurisdiction, administrative agency or governmental body,
      or by any law, rule or regulation, or by subpoena, summons or any other
      administrative or legal process, or by applicable regulatory standards, after
      notice of such requirement has been given to the Partnership, the disclosing
      Partner, or the Manager, as applicable, and the Partnership, the disclosing
      Partner, or the Manager, as applicable, has had a reasonable opportunity to
      oppose such disclosure; or (v) is disclosed with the written consent of the
      disclosing Partner or the Manager (to the extent such Confidential Information
      relates solely to the Manager or is Manager Information).

     

    
      
        
        

      

      
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    (c) Notwithstanding
      Section
      8.7(b),
      the
      Partnership shall be permitted to disclose to any potential purchaser of one
      or
      more Investments or the Partnership, in connection with any due diligence
      investigation by such purchaser, the Manager Information; provided
      that
      such potential purchaser agrees to execute a non-disclosure agreement agreeing
      to keep such Manager Information confidential. 

     

    (d) Notwithstanding
      anything contained herein to the contrary, LPH and the Manager shall not, and
      shall cause its Affiliates not to, publicize or use the names set forth on
      Schedule
      5
      hereto,
      or any other similar names or derivatives thereof in connection with its
      advertisement, business or in any manner or take any action that may imply
      any
      relationship between the Manager and the General Partner, without the prior
      written consent of the General Partner.

     

    (e) Except
      as
      otherwise contemplated herein and to the extent otherwise necessary to operate
      the business of the Partnership under its name, the General Partner and Mammoth
      shall not, and shall cause their respective Affiliates not to, publicize or
      use
      the “Life Partners” name or take any action that may imply any relationship
      between the Manager and the General Partner, without the prior written consent
      of the Manager.

     

    (f) During
      the term of the Investment Management Agreement and for a period of one (1)
      year
      thereafter, no Partner or its Affiliates shall solicit or offer to employ any
      employee, manager, director or officer of the Manager; provided,
      however,
      that
      nothing in this Section
      8.7(f)
      shall
      restrict or limit any Partner or its Affiliates from: (i) soliciting or hiring
      any employee, manager, director or officer of the Manager whose employment
      or
      relationship with the Manager was terminated by the Manager; or (ii) engaging
      in
      general solicitations not specifically directed at any employee, manager,
      director or officer of the Manager.

     

    (g) The
      Partnership and each Partner acknowledge that LPH is a publicly traded company
      and that the financial information pertaining to the Partnership and LPH’s
      participation herein may constitute material non-public information. During
      the
      term of this Partnership and so long thereafter as any Partner is in possession
      of material, non-public information relating to LPH, neither the Partnership
      (nor such Partner or their Affiliate) shall engage in any transactions involving
      the securities of LPH.

     

    
      
        
        

      

      
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    ARTICLE
      IX

    TRANSFERS
      OF INTERESTS; WITHDRAWAL

     

    Section
      9.1 Transfers
      of Interests.

     

    (a) Restriction
      on Transfers.
      Except
      as otherwise provided in this Agreement, no Partner or Assignee shall Transfer
      all or any portion of that Partner’s or Assignee’s Interest, except upon the
      prior written authorization of all Partners. Such authorization may specify
      the
      rights and obligations the transferee shall have, including whether the
      transferee to whom an Interest has been Transferred is to be admitted as a
      Substituted Partner or have only the rights of an Assignee. If, however, the
      authorization does not specify otherwise, the transferee shall be admitted
      as a
      Substituted Partner. Notwithstanding any of the foregoing, the General Partner
      and/or Mammoth shall be entitled to Transfer all or any portion of its
      respective Interest at any time to any Person that is an Affiliate of the
      General Partner and/or Mammoth, and such transferee shall be admitted as a
      Substituted Partner, without the consent of any Partner, and the General Partner
      and/or Mammoth may grant an Assignee interest in all or a portion of the
      Interests held by such Partner to one or more Persons without the consent of
      any
      Partner so long as such Person is not a direct competitor of LPH.
      Notwithstanding any restriction on Transfers set forth in this Agreement, LPH
      may grant an Assignee Interest in a portion of the Interest held by LPH to
      one
      or more Persons; provided,
      however,
      that
      (i) the first [* * *] of Mandatory Capital Contributions required to be funded
      by LPH under this Agreement shall be funded exclusively by LPH’s capital and
      prior to such time as such Mandatory Capital Contributions have been so funded,
      LPH shall not have the right to grant an Assignee Interest without the prior
      written consent of the General Partner, (ii) the General Partner shall have
      the
      right to consent to such Assignee, which consent shall not be unreasonably
      withheld (it being understood that such consent may be conditioned upon, among
      other things, satisfactory background checks on the proposed Assignee and its
      principals, and (iii) LPH shall at all times be the principal contact as to
      the
      Partnership and the other Partners in respect of LPH’s Interest, whether or not
      LPH grants an Assignee Interest pursuant to this sentence. If a Partner desires
      to so Transfer all or any portion of such Partner’s Interest as permitted in
      this Section
      9.1(a),
      each
      Partner and the Partnership shall provide any and all requested consents,
      information and other relevant materials and otherwise cooperate with the
      exercise of such right. 

     

    (b) Right
      of First Offer; Encumbrances on Interests. 

     

    (i) Notwithstanding
      anything contained herein to the contrary, in the event LPH or any of its
      Affiliates desires to obtain financing with respect to any payment obligations
      that LPH or its Affiliates has under this Agreement, the Investment Management
      Agreement, the Master Purchase Agreement or the Letter Agreement, as the case
      may be, LPH shall, and shall cause its Affiliates to, offer Mammoth and/or
      one
      or more of its Affiliates, in writing, the right to provide such financing
      prior
      to obtaining any such financing from any other Person, on terms reasonably
      acceptable to the parties. Mammoth shall have ten (10) Business Days following
      receipt of written notice from LPH or its Affiliates to provide LPH or its
      Affiliates with written notice indicating whether Mammoth and/or one or more
      of
      its Affiliates or designees will (i) exercise its right to offer to provide
      such
      financing on terms more particularly set forth in such written notice by Mammoth
      to LPH or its Affiliates or (ii) elect in writing not to provide the financing
      on any terms. In the event Mammoth: (A) fails to provide an acceptance notice
      on
      or prior to the expiration of such 10-Business Day period; or (B) on or prior
      to
      the expiration of such 10-Business Day period, provides notice of its election
      not to provide such financing; or (C) the terms of Mammoth’s notice are not
      acceptable to LPH, then, in the case of each of (A), (B) or (C), LPH or its
      Affiliates shall have the option, but not the obligation, to obtain such
      financing from another Person on terms that are not more favorable to the
      financing source than those offered by Mammoth or its Affiliate or designee,
      as
      applicable; provided
      that
      such Person is not a direct competitor of Mammoth or any of its Affiliates;
      and
provided,
      further,
      that
      LPH or its Affiliates shall inform Mammoth of the name of such Person and
      Mammoth shall have the right to consent to such Person acting as a financing
      source, which consent shall not be unreasonably withheld. In the event Mammoth
      provides an acceptance notice to LPH or its Affiliates on a timely basis
      exercising its right to provide such financing, Mammoth and/or one or more
      of
      its Affiliates or designees providing such financing, and, if the terms of
      Mammoth’s notice are acceptable to LPH, LPH or its Affiliates, as applicable,
      shall enter into such customary agreements, documents, certificates or
      instruments necessary and appropriate to provide such financing, containing
      customary representations, warranties, covenants and indemnities for
      transactions of such kind, and in each case subject to the reasonable approval
      of Mammoth and/or its Affiliates providing such financing.

     

    
      
        
        

      

      
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    (ii) In
      connection with any financing consummated in accordance with this Section
      9.1(b), LPH may pledge its Interest in the Partnership as collateral for such
      financing; provided, however, that such pledge (x) shall only be as an Assignee
      in respect of LPH’s Interest and (y) shall be subordinate and subject to
      Mammoth’s rights under Section 9.6 to acquire LPH’s Interest free and clear of
      all liens, claims and encumbrances, with the payment of the proceeds of sale
      pursuant to Section 9.6 payable to such pledgee (it being acknowledged that
      if
      such sale proceeds are less than the amount then due to the pledgee, the
      pledgee’s security interest and lien on the collateral shall nonetheless be
      released and removed and if such sale proceeds exceed the amount then due to
      the
      pledgee, the pledge shall remit the excess to LPH). General Partner agrees
      to
      execute such agreements as may be reasonably requested by the lender(s) of
      any
      such financing in order to provide for the creation and perfection of such
      pledge.

     

    (c) `Rights
      and Obligations of Transferor and Substituted Partner.
      A
      Substituted Partner shall have all the rights and powers, and shall be subject
      to all the restrictions and liabilities, of the Partner from whom the
      Transferred Interest was acquired relative to such Transferred Interest. The
      admission of a Substituted Partner, without more, shall not release the
      transferor Partner from any liability with respect to the Transferred Interest
      (or otherwise) that may have existed prior to the substitution of
      interest.

     

    
      
        
        

      

      
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    Section
      9.2 Unauthorized
      Transfers.
      Any
      purported Transfer of any Partner’s or Assignee’s Interest which does not comply
      with the conditions set forth in this Agreement (an “Unauthorized
      Transfer”)
      shall
      be null and void and of no force or effect whatsoever; provided,
      however,
      that if
      the Partnership is required under the Act or other applicable law (including
      under any Bankruptcy Law, law of successions or by reason of a separation
      agreement or divorce, equitable or community or marital property distribution,
      judicial decree or other court order relating to the division or partition
      of
      property between spouses), as reasonably determined by the General Partner
      or by
      a court of competent jurisdiction to recognize an Unauthorized Transfer (or
      if
      all of the Partners elect to recognize such Unauthorized Transfer for the
      limited purposes provided in this Section
      9.2),
      the
      Person to whom such Interest is Transferred shall have only the rights of an
      Assignee with respect to the Transferred Interest. Any Distributions with
      respect to such Transferred Interest may be applied (without limiting any other
      legal or equitable rights of the Partnership) towards the satisfaction of any
      debts, obligations or liabilities for damages that the transferor or transferee
      of such Interest may have to the Partnership.

     

    Section
      9.3 Rights
      of Assignees.
      An
      Assignee is not a Partner and shall be entitled only to allocations pursuant
      to
Article
      IV,
      and
      Distributions in accordance with this Agreement with respect to the Interest
      in
      the Partnership that has been Transferred to such Assignee. An Assignee shall
      (i) have no right to vote or otherwise participate in Partnership matters,
      (ii)
      take no part in the management of the Partnership’s business and affairs or
      transact any business on behalf of the Partnership, (iii) have no right to
      any
      notices provided hereunder, (iv) have no power to sign on behalf of, or to
      bind,
      the Partnership, (v) have no right to any information or accounting of the
      affairs of the Partnership, (vi) not be entitled to inspect the books or records
      of the Partnership, and (vii) not have any other rights of a Partner under
      the
      Act or this Agreement other than those described in the first sentence of this
      Section
      9.3.

     

    Section
      9.4 Withdrawal
      of Partners.
      Except
      as provided herein, a Partner shall have no right to dissociate or withdraw
      as a
      Partner from the Partnership.

     

    Section
      9.5 Certain
      Transfers Prohibited.
      Notwithstanding anything to the contrary in this Agreement, the General Partner
      shall not authorize any Partner or Assignee to Transfer all or any portion
      of
      that Partner’s or Assignee’s Interest, if the General Partner reasonably
      determines that such Transfer could cause the Partnership to be treated as
      a
“publicly traded partnership” that would be subject to tax as a corporation for
      U.S. Federal income tax purposes. Any purported Transfer that is not authorized
      because of such a determination by the General Partner shall be void in
      accordance with Section
      9.2
      hereof.

     

    Section
      9.6 Purchase
      of LPH’s Interests. 

     

    (a) Purchase
      at Book Adjusted Value.
      In the
      event the Manager is terminated as the Manager under Article XI of the
      Investment Management Agreement or any other investment management agreement
      entered into between a New Partnership and the Manager (as contemplated by
      the
      Letter Agreement), as a result of a Cause Event (as defined therein) (a
“Book
      Value Trigger Event”),
      upon
      receipt of a Call Notice from Mammoth or its Affiliates, as the case may be
      (each, a “Purchasing
      Party”),
      LPH
      shall be irrevocably required to sell, transfer and assign all of its Interests
      to the Purchasing Party or Purchasing Parties, as the case may be, at a price
      equal to (A) the lesser of (x) LPH’s then current [* * *]; and (y) the [* *
      *] less (B) an amount
      equal to the product of: (i) the sum of (x) the[* * *] and
      (y)
      the [* * *] and
      (ii)
[* * *].

     

    
      
        
        

      

      
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    (b) Purchase
      at Adjusted Fair Market Value.
      In the
      event the Manager: (x) shall cease acting as Manager under Article XI of the
      Investment Management Agreement or any other investment management agreement
      entered into between a New Partnership and the Manager (as contemplated by
      the
      Letter Agreement), as a result of an Event of Default (as defined therein),
      other than as a result of a Cause Event; or (y) such Investment Management
      Agreement or other investment management agreement entered into between a New
      Partnership and the Manager (as contemplated by the Letter Agreement) shall
      otherwise be terminated other than as a result of a Cause Event (either event,
      a
“Fair
      Value Trigger Event”),
      upon
      receipt of a Call Notice from the Purchasing Party or Purchasing Parties, as
      the
      case may be, LPH shall be irrevocably required to sell, assign and transfer
      all
      of its Interests to the Purchasing Party or Purchasing Parties, as the case
      may
      be, at a price equal to (A) the [* * *], less (B) an amount equal to the product
      of: (i)
      the
      sum of (x) the[* * *] and
      (y)
      the [* * *] and
      (ii)
      [* * *]. For the avoidance of doubt, in the event of a purchase of LPH's
      interest pursuant to this Section 9.6(b), the
      price
      payable to LPH shall include the value of the Performance Allocation, if any,
      due to LPH, in a manner consistent with the definition of “Fair Market Value.”
All reasonable costs and expenses associated with the determination of the
      Fair
      Market Value shall be borne solely by the Partnership, except as provided in
      Section
      9.6(d).
      

     

    (c) Call
      Notice.
      At any
      time following a Book Value Trigger Event or Fair Value Trigger Event,
the
      Purchasing Party or Purchasing Parties, as the case may be,
      may
      provide LPH with written notice (a “Call
      Notice”),
      which
      Call Notice shall specify: (i) whether the purchase right hereunder is based
      on
      a Book Value Trigger Event or Fair Value Trigger Event; (ii) if a Book Value
      Trigger Event, the amount of LPH’s then-current Capital Account balance and the
      Book Value attributable to LPH’s Interests, (iii) if a Fair Value Trigger Event,
      the Fair Market Value of LPH’s Interests, as determined by the Purchasing Party
      or Purchasing Parties, as the case may be, and (iv) the amount of the deduction
      pursuant to Section
      9.6(a)(B)
      or
Section
      9.6(b)(B)
      ass
      determined by the Purchasing Party or Purchasing Parties, as the case may be.
      Notwithstanding anything contained herein or in the Investment Management
      Agreement to the contrary, upon the occurrence of an Event of Default resulting
      from a Bankruptcy of LPH or the Manager, as set forth in Section 11.2(a) of
      Investment Management Agreement or any other investment management agreement
      as
      contemplated under the Letter Agreement, the Purchasing Party shall be deemed
      to
      have automatically delivered a Call Notice to LPH upon the occurrence of such
      Event of Default with the detail of such Call Notice to follow as soon as
      reasonably practicable thereafter.

     

    
      
        
        

      

      
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    (d) Dispute
      Resolution.
      In the
      event LPH, in good faith, disagrees with the Fair Market Value attributed by
      the
      Purchasing Party or Purchasing Parties, as the case may be, to LPH’s Interests,
      LPH shall provide such Person with written notice (a “Dispute
      Notice”)
      within
      10 days following receipt of the Call Notice, which Dispute Notice shall state,
      in reasonably sufficient detail, the grounds for such dispute and a reasonable
      calculation of LPH’s determination of the Fair Market Value, including any
      relevant information used by LPH in making such determination. During the 10-day
      period following receipt of the Dispute Notice (the “Resolution
      Period”),
      the
      Purchasing Party or Purchasing Parties, as the case may be, and LPH shall use
      their good faith efforts to resolve such dispute and mutually agree upon a
      Fair
      Market Value. In the event that the Purchasing Party or Purchasing Parties,
      as
      the case may be, and LPH are unable to resolve such dispute within the
      Resolution Period, the Purchasing Party or Purchasing Parties, as the case
      may
      be, and LPH, will submit such dispute for resolution to a mutually agreed upon
      third party knowledgeable and experienced in providing valuations of the type
      required by this Section
      9.6(d)
      of
      recognized standing in the industry (the “Interest
      Valuer”);
      provided,
      however,
      that if
      the Purchasing Party or Purchasing Parties, as the case may be, and LPH cannot
      mutually agree upon an Interest Valuer within the 10-day period following the
      expiration of the Resolution Period, the Purchasing Party or Purchasing Parties,
      as the case may be, on the one hand, and LPH, on the other hand, shall each
      select a third party knowledgeable and experienced in providing valuations
      of
      the type required by this Section
      9.6(d)
      of
      recognized standing in the industry, and each such Person shall mutually select
      the Interest Valuer, which selection shall be binding on each Purchasing Party
      and LPH. The Interest Valuer shall promptly (but in any event within 30 days
      following its appointment) determine the Fair Market Value, which determination
      shall be delivered in writing to each Purchasing Party and LPH and shall be
      conclusive and binding on each Purchasing Party and LPH. The fees and
      disbursements of the Interest Valuer shall be borne equally by the Purchasing
      Parties, on the one hand, and LPH, on the other hand. Notwithstanding any
      provision of this Agreement to the contrary, Fair Market Value shall be
      determined as of the date of the Call Notice and during the pendency of the
      determination of Fair Market Value, LPH shall not have any rights in respect
      of
      the subject Interests, including, without limitation, the right to receive
      Distributions, other than to receive the sales proceeds for such Interests
      upon
      the closing of the purchase contemplated by this Section
      9.6.
      

     

    (e) Closing.
      The
      closing of any purchase of the Interests of LPH by the Purchasing Party or
      Purchasing Parties, as contemplated by this Section
      9.6,
      shall
      occur promptly, but in no event later than thirty (30) days following delivery
      of the Call Notice, subject to any extensions to obtain required governmental
      approval, if applicable, or to await the dispute resolution of the Fair Market
      Value by the Interest Valuer as provided in Section
      9.6(d),
      if
      applicable. The Purchasing Party or Purchasing Parties, on the one hand, and
      LPH, on the other hand, shall enter into customary agreements with customary
      representations, warranties, covenants and indemnities for transactions of
      this
      kind (other than with respect to the Partnership and its business), and take
      all
      appropriate actions, to effect the purchase of the Interests. The Purchasing
      Party or Purchasing Parties shall acquire good title to the Interests of LPH
      pursuant to this Section
      9.6
      free and
      clear of any and all liens, claims or encumbrances.

     

    (f) Effect
      of Repurchase.
      Upon
      delivery of a Call Notice, LPH shall cease to (i) be a Partner of the
      Partnership and (ii) have any rights or entitlements under this Agreement,
      other
      than the right to receive proceeds from the sale of the Interests under this
      Section
      9.6.

     

    
      
        
        

      

      
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    ARTICLE
      X

    DISSOLUTION
      AND WINDING UP

     

    Section
      10.1 Dissolution
      Events.
      The
      Partnership shall dissolve and shall commence winding up and liquidation upon
      the first to occur of: (i) the approval of the General Partner; (ii) the entry
      of a decree of judicial dissolution of the Partnership pursuant to Section
      17-802 of the Act; or (iii) the expiration of the term established under
Section
      2.5
      (each, a
“Dissolution
      Event”).
      The
      dissolution of the Partnership pursuant to this Section
      10.1
      shall be
      effective on the date such Dissolution Event occurs, but the Partnership shall
      not terminate until the Partnership’s business and affairs have been wound up as
      provided herein. Except as provided in this Section
      10.1,
      the
      Partnership shall not dissolve due to the death, retirement, resignation,
      expulsion, Bankruptcy or dissolution of a Partner or under any other
      circumstances subject to mandatory provisions of the Act.

     

    Section
      10.2 Winding
      Up.
      Upon
      the occurrence of a Dissolution Event, the Partnership shall continue solely
      for
      the purposes of winding up its affairs in an orderly manner, liquidating its
      assets and satisfying the claims of its creditors and Partners, and the Partners
      shall not take any action that is inconsistent with, or not necessary to or
      appropriate for, the winding up of the Partnership’s business and affairs. To
      the extent not inconsistent with the foregoing, all covenants and obligations
      in
      this Agreement shall continue in full force and effect until such time as the
      Partnership’s business and affairs have been wound up pursuant to this
Section
      10.2
      and the
      Partnership is terminated in accordance with the Act. The General Partner (or
      if
      appointed by the General Partner, a liquidator, as the case may be) shall be
      responsible for overseeing the winding up and dissolution of the Partnership,
      shall take full account of the Partnership’s liabilities and Investments, shall
      cause the Investments to be liquidated as promptly as is consistent with
      obtaining the fair value thereof, and shall cause the proceeds therefrom, to
      the
      extent sufficient therefor, to be applied and Distributed in the following
      order
      and priority:

     

    (i) Creditors.
      First,
      to the payment (or reasonable provision therefor) of all of the Partnership’s
      debts and liabilities to creditors of the Partnership (including the Partners
      who are creditors, if any) in the order of priority provided by law, whether
      by
      payment or the making of reasonable provision for payment thereof, which may
      include the setting up of such reserves as the General Partner (or liquidator,
      as the case may be) with the approval of the Partners may deem necessary for
      any
      obligations or contingent liabilities of the Partnership, and the General
      Partner (or liquidator) may hold such reserves for such period that they shall
      reasonably deem advisable for the payment of such obligations and liabilities
      as
      they become due and at the expiration of such period, the balance of such
      reserves, if any, shall be Distributed as provided in this Section
      10.2;
      and

     

    
      
        
        

      

      
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    (ii) Liquidating
      Distributions.
      The
      balance, if any, to the Partners in accordance with Section
      5.1 subject to the other provisions of Article V.

     

    The
      costs
      and expenses relating to the winding up of the Partnership shall be borne by
      the
      Partnership.

     

    Section
      10.3 Final
      Accountings.
      Upon
      both the dissolution and termination of the Partnership, a proper accounting
      shall be made by the Partnership from the date of the last previous accounting
      to the date of the dissolution or termination, as the case may
      be.

     

    Section
      10.4 Capital
      Account Deficit Balance Restoration Obligation.
      In no
      event shall any Partner be liable with respect to, or be required to contribute
      capital to restore, a negative or deficit balance in such Partner’s Capital
      Account upon the dissolution or liquidation or at any other time of either
      the
      Partnership or such Partner’s Interest except to the extent such Partner
      expressly agrees thereto in writing with the Partnership.

     

    Section
      10.5 Certificate
      of Cancellation.
      On
      completion of the Distribution pursuant to Section
      10.2,
      the
      Partnership is terminated, and the General Partner (or liquidator, as the case
      may be) shall file a certificate of cancellation with the Secretary of State
      of
      the State of Delaware and cancel any other filings and take such other actions
      as may be necessary to terminate the Partnership.

     

    ARTICLE
      XI

    REPRESENTATIONS
      AND WARRANTIES

     

    Section
      11.1 General.
      Each
      Partner, for the benefit of the other Partners and the Partnership, hereby
      makes
      each of the following representations and warranties applicable to such Partner,
      on and as of the date hereof.

     

    (a) Binding
      Obligation.
      This
      Agreement constitutes the legal, valid and binding obligation of such Partner,
      enforceable against such Partner in accordance with its terms.

     

    (b) No
      Conflict with Restrictions; No Default.
      The
      execution, delivery and performance of this Agreement by such Partner does
      not
      (and will not) conflict with, violate or result in a breach of (i) any law,
      regulation, order, writ, injunction, decree, determination or award of any
      court, any other Governmental Authority or any arbitrator, now applicable to
      such Partner or any of its Affiliates or (ii) any of the terms of any agreement
      or instrument to which such Partner or any of its Affiliates is a party or
      is
      bound.

     

    (c) Litigation.
      There
      are no actions, suits, proceedings or investigations pending or, to the
      knowledge of such Partner, threatened against or affecting such Partner or
      any
      of its Affiliates (or any of their properties, assets or businesses) in any
      court or before or by any Governmental Authority, or any arbitrator which could,
      if adversely determined, reasonably be expected to materially affect such
      Partner’s ability to perform its obligations under this Agreement or its
      financial condition. Neither such Partner nor any of his or its Affiliates
      has
      received any notice of any default, and neither such Partner nor any of his
      or
      its Affiliates is in default, under any applicable order, writ, injunction,
      decree, permit, determination or award of any court, any other Governmental
      Authority or any arbitrator which could reasonably be expected to materially
      affect such Partner’s ability to perform its obligations under this Agreement or
      its financial condition.

     

    
      
        
        

      

      
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    (d) Investigation
      and Suitability.
      Such
      Partner (i) is financially able to bear all the risks of owning the Interests
      such Partner is acquiring for an indefinite period of time; (ii) has such
      knowledge and experience in financial and business matters to be able to
      evaluate the merits and risks of the acquisition of the Interests and of making
      an informed investment decision with respect thereto; (iii) has been provided,
      or has had access to, all information such Partner has requested of the
      Partnership in connection with the acquisition of the Interests; (iv) has been
      afforded the opportunity to ask questions of, and receive answers from, the
      Partnership concerning the terms and conditions of this Agreement and the
      purchase of the Interests; (v) has been given the opportunity to obtain any
      additional information necessary to verify the accuracy of the information
      furnished by, or on behalf of, the Partnership; (vi) is acquiring the Interests
      based upon such Partner’s own investigation of such relevant information
      (including the foregoing) that it deems to be necessary or desirable and, in
      connection therewith, has received the full cooperation of, and assistance
      from,
      the Partnership; and (vii) has consulted, to the extent that such Partner has
      deemed necessary, with its tax, legal, accounting and financial advisors
      concerning its acquisition of its Interests. The exercise by such Partner of
      its
      rights and the performance of its obligations under this Agreement is based
      upon
      such Partner’s own investigation, analysis and expertise.

     

    (e) Purchase
      for Own Account.
      Such
      Partner’s acquisition of said Interests is being made for that Partner’s own
      account for investment, and not with a view to the sale or distribution thereof.
      Such Partner acknowledges that the Interests that they represent, have not
      been
      registered under the Securities Act, or any foreign, state or other federal
      securities laws, and, in addition to the other restrictions contained herein,
      any Transfer or offer to Transfer thereof may require appropriate registration
      or the availability of an exemption from such registration under said laws
      and
      the regulations issued thereunder and, therefore, is aware that the financial
      risks of such investment must be borne for an indefinite period of
      time.

     

    Section
      11.2 Survival.
      The
      foregoing representations and warranties by each Partner set forth in
Section
      11.1
      shall
      survive the execution of this Agreement and shall not be released or waived
      as a
      result of any subsequent admission of a Substituted Partner or Transfer of
      any
      Interest.

     

    ARTICLE
      XII

    MISCELLANEOUS

     

    Section
      12.1 Notices.
      Any
      notice, payment, demand or communication (collectively, a “Notice”)
      required or permitted to be given by this Agreement or applicable law shall
      be
      in writing and sent by first class mail, overnight courier, hand delivery or
      telephone conversation or e-mail; except, unless waived by the recipient, if
      such Notice is made by telephone conversation or e-mail, such telephone
      conversation or e-mail shall be followed within forty-eight (48) hours thereof
      by written notice sent by first class mail, overnight courier or hand delivery.
      Charges for any Notice hereunder shall be prepaid and addressed as follows,
      or
      to such other address as such Person may from time to time specify by notice
      to
      the Partners or the Partnership, as the case may be:

     

    
      
        
        

      

      
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    (a) if
      to the
      Partnership, to the Partnership at the address of its principal place of
      business set forth in Section
      2.3(a);
      and

     

    (b) if
      to a
      Partner, to the address set forth in Schedule
      2
      hereto
      unless the General Partner or an appropriate officer has been notified in the
      manner provided in this Section
      12.1
      by a
      Partner of a change in such Partner’s address for receiving notices hereunder,
      then to the address most recently designated by such Partner in the manner
      provided in this Section
      12.1(b).

     

    Unless
      otherwise indicated herein, any Notice shall be deemed to be delivered, given
      and received for all purposes as of the date delivered, or if sent by first
      class mail, five (5) days after the date on which the same was deposited in
      a
      receptacle, regularly maintained by the United States Postal Service for the
      deposit of mail, whichever occurs first.

     

    Section
      12.2 Tax
      Matters.

     

    (a) Tax
      Matters Partner.
      Pursuant to Section 6231(a)(7) of the Code, the General Partner is hereby
      designated the Tax Matters Partner of the Partnership (the “Tax
      Matters Partner”).
      Each
      of the Partners hereby consents to such designation and agrees to take any
      such
      further action as may be required by Regulations or otherwise to effectuate
      such
      designation. The Tax Matters Partner is authorized to represent the Partnership
      (at the Partnership’s expense) in connection with all examinations of the
      Partnership’s affairs by any tax authorities, including resulting judicial and
      administrative proceedings, and to expend Partnership funds for professional
      services and costs associated therewith. The decisions of the Tax Matters
      Partner shall be final and binding as to all Partners except to the extent
      that
      any Partner files a statement not to be bound by a settlement pursuant to Code
      Section 6224(c)(3).

     

    (b) Elections.
      The
      General Partner shall make all elections and other determinations for federal,
      state, local and foreign tax purposes, on behalf of the
      Partnership.

     

    Section
      12.3 No
      Third Party Beneficiaries.
      This
      Agreement is made solely and specifically among and for the benefit of the
      Partners and their successors and permitted assigns, and no other Person, unless
      express provision is made herein to the contrary, shall have any rights,
      interests or claims hereunder or be entitled to any benefits under or on account
      of this Agreement as a third-party beneficiary or otherwise. This Agreement
      shall be binding upon, and shall inure to the benefit of, the parties to this
      Agreement and their respective heirs, personal representatives, executors,
      successors and permitted assigns.

     

    Section
      12.4 References
      to this Agreement; Headings; Scope. Unless
      otherwise indicated, “Articles,” “Sections,” “Subsections,” and “Clauses” mean
      and refer to designated Articles, Sections, Subsections, and Clauses of this
      Agreement. Words such as “herein,” “hereby,” “hereinafter,” “hereof,” “hereto,”
and “hereunder” refer to this Agreement as a whole, unless the context indicates
      otherwise. All headings in this Agreement are for convenience of reference
      only
      and are not intended to define or limit the scope or intent of this Agreement.
      This Agreement, together with the Investment Management Agreement, the Master
      Purchase Agreement and the Letter Agreement and the agreements and documents
      related hereto or thereto, constitutes the entire understanding of the Partners
      with respect to the subject matter hereof and thereof and supersedes all prior
      understandings and agreements in regard hereto or thereto, including the Letter
      Agreement dated November 11, 2005 among certain Partners or their
      Affiliates.

     

    
      
        
        

      

      
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    Section
      12.5 Construction.
      Common
      nouns and pronouns and any variations thereof shall be deemed to refer to
      masculine, feminine, or neuter, singular or plural, as the identity of the
      Person, Persons or other reference in the context requires. Every covenant,
      term
      and provision of this Agreement shall be construed simply according to its
      fair
      meaning and not strictly for or against any Partner. Any reference to the Act,
      Code or other statutes, laws, or regulations (including the Regulations), forms
      or schedules shall include the amendments, modifications, or replacements
      thereof. Whenever used herein, “or” shall include both the conjunctive and
      disjunctive, “any” shall mean “one or more,” and “including” shall mean
“including without limitation.”

     

    Section
      12.6 Validity
      of Agreement; Severability.
      Every
      provision of this Agreement is intended to be severable. If any provision hereof
      is illegal, invalid or unenforceable for any reason whatsoever, such provision
      will be fully severable; this Agreement shall be construed and enforced as
      if
      such illegal, invalid or unenforceable provision were not a part of this
      Agreement; and the remaining provisions of this Agreement will remain in full
      force and effect and will not be affected by the illegal, invalid or
      unenforceable provision or by its severance from this Agreement. Further, in
      lieu of such illegal, invalid, or unenforceable provision, there will be
      automatically included, as part of this Agreement, a provision as similar in
      terms to such illegal, invalid or unenforceable provision as may be possible
      and
      be legal, valid and enforceable. In the event the Act or other controlling
      law
      is subsequently amended or interpreted in such a way to make any provision
      of
      this Agreement that was formerly invalid valid, such provision shall be
      considered to be valid from the date provided in such interpretation or
      amendment or in the event the interpretation or amendment does not otherwise
      provide, from the effective date of such interpretation or
      amendment.

     

    Section
      12.7 Further
      Action.
      Each
      Partner, upon the request of any other Partner, agrees to perform all further
      acts and execute, acknowledge, or deliver any instruments or documents and
      to
      perform such additional acts as may be reasonably necessary, appropriate or
      desirable to carry out the provisions of this Agreement.

     

    Section
      12.8 Governing
      Law.
      The
      laws of the State of Delaware, without reference to conflict of laws principles,
      shall govern the validity, construction and interpretation of this
      Agreement.

     

    Section
      12.9 Costs
      of Litigation.
      In any
      legal or mediation proceedings, or other actions between the Partners to enforce
      any of the terms or conditions of this Agreement or of any other contract
      relating to the Partnership, or any action in any other way pertaining to
      Partnership affairs or this Agreement, the prevailing party, in addition to
      any
      other damages or compensation received, shall be entitled to recover that
      party’s litigation or mediation costs, including reasonable attorney’s fees,
      expenses and costs of any appeals.

     

    Section
      12.10 Cumulative
      Remedies.
      Each
      right, power, and remedy of a Partner or the Partnership, provided herein or
      which exists at law or in equity shall be cumulative and in addition to every
      other right, power, or remedy such Partner or the Partnership may
      have.

     

    
      
        
        

      

      
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    Section
      12.11 Specific
      Performance. 

     

    (a) Each
      Partner agrees that the Partnership and the other Partners would be irreparably
      damaged if any of the provisions of this Agreement are not performed in
      accordance with their specific terms and that monetary damages would not provide
      an adequate remedy in such event. Accordingly, it is agreed that, in addition
      to
      any other remedy to which the Partnership and each Partner may be entitled,
      at
      law or in equity, they shall be entitled to injunctive relief to prevent or
      remedy breaches of the provisions of this Agreement and specifically to enforce
      the terms and provisions hereof in any action instituted in any court of
      competent jurisdiction.

     

    (b) Nothing
      in this Agreement shall be deemed to limit the right of any Partner to obtain
      from a court provisional or ancillary remedies, including temporary restraining
      orders, preliminary injunctive relief, or the appointment of a receiver. The
      institution or maintenance of an action for provisional or ancillary remedies
      shall not constitute a waiver of the right of any Partner.

     

    Section
      12.12 Counterpart
      Execution.
      This
      Agreement may be executed in any number of counterparts with the same effect
      as
      if the parties hereto had signed the same document.

     

    Section
      12.13 Construction
      Relative to Assignees.
      To the
      limited extent of the rights provided in Section
      9.3
      for
      Assignees, reference herein to Partners shall be extended to include Assignees.
      For example, for purpose of allocations under Article
      IV,
      the
      references to Interests shall include all Interests Transferred to Assignees
      so
      that an Assignee’s Investment Allocation for such purposes shall be that
      fraction, expressed as a percentage, having as its numerator the Interests
      Transferred to such Assignee and having as its denominator the total outstanding
      Interests. Nothing in this Section
      12.13
      shall be
      construed to enlarge the rights of Assignees provided in Section
      9.3.

     

    Section
      12.14 No
      Implied Waiver.
      The
      Partners and the Partnership shall have the right at all times to enforce the
      provisions of this Agreement in strict accordance with the terms hereof, and
      no
      waiver of any provision of this Agreement shall constitute a waiver of any
      other
      provision, nor shall any waiver constitute a continuing waiver unless otherwise
      provided in writing.

     

    Section
      12.15 Jurisdiction.
      Each
      party to this Agreement hereby irrevocably agrees that any suit, action or
      proceeding arising out of or relating to this Agreement or any agreements or
      transactions contemplated hereby may be brought in the courts of the State
      of
      New York or of the United States of America for the Southern District of New
      York and hereby expressly submits to the personal jurisdiction and venue of
      such
      courts for the purposes thereof and expressly waives any claim of improper
      venue
      and any claim that such courts are an inconvenient forum. Each party hereby
      irrevocably consents to the service of process of any of the aforementioned
      courts in any such suit, action or proceeding by the mailing of copies thereof
      by registered or certified mail, postage prepaid, to the address provided to
      the
      Partnership in accordance with Section
      12.1,
      such
      service to become effective ten (10) days after such mailing.

     

    Section
      12.16 Amendments;
      Copies of Agreement.
      Except
      as otherwise set forth in this Agreement, no amendment shall be made to this
      Agreement without the prior written consent of all Partners. The General Partner
      shall within five (5) days after receipt of a written request of any Partner
      for
      a copy of this Agreement, distribute to the requesting Partner a copy thereof
      and of the Certificate, as same may be amended as of such time.

     

    
      
        
        

      

      
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    Section
      12.17 Waiver
      of Jury Trial.
      EACH
      PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION,
      SUIT OR PROCEEDING, WHETHER AT LAW OR EQUITY, BROUGHT BY ANY OF THEM IN
      CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
      HEREBY.

     

    Section
      12.18 Power
      of Attorney.

     

    (a) Appointment.
      Each
      Limited Partner hereby constitutes and appoints the General Partner, and any
      successor in interest of the General Partner, its true and lawful
      attorney-in-fact, with full power of substitution, for it and in its name,
      place
      and stead, from time to time:

     

    (i) To
      make,
      execute, swear to, record and file the Certificate and any amendments thereto,
      as required under the Act, and to do such other acts as are required to
      constitute and continue the Partnership as a limited partnership under the
      laws
      of the State of Delaware;

     

    (ii) To
      make,
      enter, execute, deliver and file any and all agreements, instruments,
      certificates or other documents amending this Agreement and the Certificate,
      as
      presently constituted or hereafter amended, that may be necessary or appropriate
      to reflect:

     

    
      	 	
              (A)

            	
              a
                change in the name or location of the principal place of business
                of the
                Partnership or a change of name or address of any
                Partner;

            


    

     

    
      	 	
              (B)

            	
              the
                Transfer by a Partner of its interest in the Partnership or any part
                thereof;

            


    

     

    
      	 	
              (C)

            	
              the
                addition or substitution of a Partner as approved pursuant to the
                terms of
                this Agreement;

            


    

     

    
      	 	
              (D)

            	
              a
                distribution in reduction of the Capital Contribution of a
                Partner;

            


    

     

    
      	 	
              (E)

            	
              a
                change in the capital of the
                Partnership;

            


    

     

    
      	 	
              (F)

            	
              any
                continuation, dissolution or termination of the Partnership in accordance
                with the terms of this Agreement;
                and

            


    

     

    
      	 	
              (G)

            	
              any
                other amendment authorized pursuant to Section
                12.16
                hereof;

            


    

     

    (iii) To
      make,
      enter, execute, deliver and file any and all agreements, instruments,
      certificates or other documents to effect the purposes of the Partnership as
      set
      forth in this Agreement and to the extent authorized by the terms of this
      Agreement;

     

    (iv) To
      sign,
      execute, acknowledge, swear to, verify, deliver, file, record and publish any
      and all of the foregoing; and

     

    
      
        
        

      

      
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    (v) To
      take
      any further action, including furnishing verified copies of this Agreement
      and/or excerpts therefrom, which said attorney-in-fact shall consider necessary
      or convenient in connection with any of the foregoing, hereby giving said
      attorney-in-fact full power and authority to do and perform each and every
      act
      and thing whatsoever requisite and necessary to be done in and about the
      foregoing as fully as such Limited Partner might or could do if personally
      present, and hereby ratifying and confirming all that said attorney-in-fact
      shall lawfully do or cause to be done by virtue hereof, so long as said acts
      are
      in accordance with the terms of this Agreement.

     

    (b) The
      foregoing grant of authority set forth in subparagraph (a) of this Section 12.18:

     

    (i) Is
      a
      special power of attorney coupled with an interest, is irrevocable and shall
      survive the death, incompetence, bankruptcy, dissolution or liquidation of
      any
      Limited Partner;

     

    (ii) May
      be
      exercised by the General Partner for each Limited Partner by the signature
      of
      the General Partner or by listing all of the Limited Partners executing any
      agreement, instrument, certificate or other document with the single signature
      of the General Partner as attorney-in-fact for all of them; and

     

    (iii) Shall
      survive the Transfer by any Limited Partner of all or any part of its interest
      in the Partnership, except that where the transferee or assignee thereof is
      admitted as a Substituted Limited Partner as to all of such interest, this
      power
      of attorney shall survive the delivery of such Transfer for the sole purpose
      of
      enabling such attorney-in-fact to make, enter, execute, deliver and file any
      such agreement, instrument, certificate or other document necessary to effect
      such substitution.

     

    Section
      12.19 Publicity.
      The
      parties agree that no public release or announcement concerning this Agreement,
      the Investment Management Agreement or the transactions contemplated hereby
      or
      thereby shall be made without advance review and approval by each party hereto,
      except as otherwise required by applicable law (including without limitation,
      applicable securities laws). In the event LPH is required to disclose this
      Agreement, the Investment Management Agreement or any other information
      concerning the transactions contemplated hereby or thereby as a matter of law,
      LPH shall use commercially reasonable efforts to cause such information to
      receive “Confidential Treatment” upon filing as permitted under the Freedom of
      Information Act.

     

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    IN
      WITNESS WHEREOF, the parties hereto have entered into this Agreement and
      hereunto set their hands and seals as of the date first above
      written.

     

     

    THE
      PARTNERSHIP:

     

     

    LPI
      HOLDINGS I LP

     

    By:
      ________________________________

    Name:
      ______________________________

    Title:

     

    GENERAL
      PARTNER:

     

    LPI
      GP I
      LLC

     

    By:
      ________________________________

    Name:
      ______________________________

    Title:

     

    LIMITED
      PARTNERS:

     

    MAMMOTH
      LIFE LLC

     

    By:
      ________________________________

    Name:
      ______________________________

    Title:

     

    LIFE
      PARTNERS HOLDINGS, INC.

     

    By: 
      /s/
      Brian D. Pardo

    Name:
      Brian
      D. Pardo

    Title:
      Chairman and CEO

     

    
      
        
        

      

      
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    EXHIBIT
      A

     

    CERTIFICATE
      OF LIMITED PARTNERSHIP

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
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    SCHEDULE
      1

     

     

    DEFINITIONS

     

     

    “Acquisition
      Vehicle”
means
      an Organization that has been formed by the Partnership to acquire one or more
      Investments on behalf of the Partnership, or as nominee of the
      Partnership.

     

    “Act”
means
      the Delaware Revised Uniform Limited Partnership Act (Del. Code Ann. tit. 6,
§
17-101 et seq.),
      as
      adopted by the State of Delaware and as amended from time to time.

     

    “Adjusted
      Capital Account Deficit”
means
      the deficit balance, if any, in a Partner’s Capital Account as of the end of a
      Fiscal Year (or other applicable period), after giving effect to the following
      adjustments, which adjustments shall be made only to the extent that such
      Partner’s Capital Account balance is, in fact, affected by the provisions of the
      Regulations to which reference is made in this definition of Adjusted Capital
      Account Deficit:

     

    (a) Credit
      to
      such Capital Account any amounts (i) described in section 1.704-1(b)(2)(ii)(c)
      of the Regulations which such Partner is unconditionally obligated to contribute
      to the Partnership pursuant to this Agreement or applicable law or (ii) which
      such Partner is deemed obligated to restore pursuant to the penultimate
      sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5);
      and

     

    (b) Debit
      to
      such Capital Account the items described in Sections 1.704-l(b)(2)(ii)(d)(4),
      1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of the
      Regulations.

     

    “Affiliate”
of
      a
      specified Person means any other Person who (a) directly or indirectly controls,
      is controlled by, or is under common control with, such specified Person; (b)
      owns or controls either ten percent (10%) or more of the outstanding voting
      stock or other voting equity or beneficial interests of such specified Person
      or
      ten percent (10%) or more of the value of the total outstanding stock or other
      equity securities of such specified Person determined on a fully diluted basis;
      (c) is an officer, director, general partner, trustee, manager or agent of
      such
      specified Person; or (d) is an officer, director, general partner, trustee,
      manager, or agent of and owns or controls ten percent (10%) or more of the
      outstanding voting interests of such other Person described in clause (a),
      (b)
      or (c) of this sentence. For purposes of the preceding sentence, “control” of a
      Person means possession, directly or indirectly (through one or more
      intermediaries), of the power to direct or cause the direction of management
      and
      policies of such Person through ownership of voting securities (or other
      ownership interests), contract, voting trust or otherwise. For purposes of
      this
      Agreement, Mammoth and the General Partner shall each be considered an Affiliate
      of the other.

     

    “Agreement”
means
      this Agreement of Limited Partnership of LPI HOLDINGS I LP, including all
      schedules hereto, as the same may be amended, supplemented, modified or restated
      from time to time.

     

    “Alternative
      Investment Vehicle”
is
      defined in Section 2.10(a).

     

    “Assignee”
means
      a
      Person (other than a Partner) to whom all or part of a Partner’s Interest has
      been Transferred, but who has not been admitted as a Substituted Partner. Any
      Person who owns only Assignee Interests shall be deemed to be an Assignee and
      not a Partner of the Partnership.

     

    
      
        
        

      

      
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    “Assignee
      Interests”
means
      those Interests that confer only the economic rights of an Assignee and not
      any
      of the other rights of a Partner.

     

    “Available
      Cash”
means,
      except as otherwise provided in Article
      V,
      all
      cash funds of the Partnership (other than in respect of Capital Contributions
      or
      amounts borrowed by the Partnership) from interest, asset sales, settlement
      proceeds, fees or other sources at any particular time available for
      Distribution after the General Partner makes reasonable provision for (a)
      payment of all operating expenses of the Partnership as of such time, (b)
      payment of all outstanding and unpaid current obligations of the Partnership
      as
      of such time, including principal and interest payments in respect of the
      Partnership’s and its Subsidiaries’ indebtedness for borrowed money, and (c)
      Reserves. The General Partner shall make all determinations regarding the amount
      of Available Cash (and its components) in its sole discretion.

     

    “Bankruptcy”
means,
      with respect to any Person, a “Voluntary Bankruptcy” or an “Involuntary
      Bankruptcy.” A “Voluntary
      Bankruptcy”
means,
      with respect to any Person, the (a) institution (or consenting to the
      institution) of proceedings or filing an answer or other pleading to be
      adjudicated a bankrupt or insolvent or seeking for such Person any liquidation,
      winding up, dissolution, reorganization, rearrangement, adjustment, protection,
      composition or other similar relief of such Person or such Person’s debts under
      any Bankruptcy Law; or (b) seeking, consenting to, or acquiescing in any entry
      of an order for relief or the appointment of a receiver, trustee, liquidator
      or
      other similar official for such Person or all or any substantial part of such
      Person’s property under any Bankruptcy Law. An “Involuntary
      Bankruptcy”
means,
      with respect to any Person, without the consent of such Person, (a) the entering
      of an order for relief or approving a petition or other pleading for relief
      or
      reorganization or any other petition or other pleading seeking any liquidation,
      winding up, dissolution, reorganization, rearrangement, adjustment, composition
      or other similar relief against such Person under any Bankruptcy Law; (b) the
      filing of any such petition or other pleading against such Person which petition
      is not discharged or dismissed within sixty (60) days of such filing; or (c)
      without the consent or acquiescence of such Person, the entering of an order
      appointing a receiver, trustee, liquidator or other similar official for such
      Person or of all or any substantial part of such Person’s property, which order
      is not dismissed within sixty (60) days of the date it is entered.

     

    “Bankruptcy
      Law”
means
      any law relating to bankruptcy, insolvency, reorganization, liquidation or
      other
      relief of debtors, including Title 11 of the United States Code, as
      amended.

     

    “Book
      Value”
means,
      with respect to the valuation of an Interest, the amount which equals the net
      book value of such Interest (including premium payments and escrow payments)
      as
      reflected on the Partnership’s consolidated balance sheet for the Partnership’s
      most recent completed fiscal quarter as determined by reference to the
      particular rights and privileges associated with such Interest, including rights
      to receive Distributions pursuant to Section
      5.1,
      but
      excluding the value, if any, of the Performance Allocation.

     

    “Book
      Value Trigger Event”
is
      defined in Section
      9.6(a).

     

    “Business
      Day”
means
      any day other than a Saturday, Sunday or any other day on which national banking
      associations in the State of New York or Texas generally are closed for the
      conduct of commercial banking business.

     

    “Call
      Notice”
is
      defined in Section
      9.6(c).

     

    
      
        
        

      

      
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          1 -
          2

        
          

        

      

      
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    “Capital
      Account”
means,
      with respect to each Partner, the capital account of such Partner, maintained
      in
      accordance with the relevant provisions of Subchapter K of Chapter 1 of Subtitle
      A of the Code and the Regulations promulgated thereunder.

     

    “Capital
      Contribution”
means,
      with respect to each Interest, the amount of Capital Contributions made to
      the
      Partnership by a Partner in respect of such Interest, the aggregate initial
      amount of which is set forth on Schedule
      2
      hereto
      and, where the content requires, capital contributed to any Investment
      Vehicle.

     

    “Certificate”
means
      the Certificate of Limited Partnership attached hereto as Exhibit
      A,
      as the
      same may be amended from time to time in accordance with the terms of this
      Agreement and filed with the Delaware Secretary of State in the manner required
      by the Act.

     

    “Code”
is
      defined in Section
      4.3.

     

    “Confidential
      Information”
is
      defined in Section
      8.7(b).

     

    “Contributing
      Partner”
is
      defined in Section
      3.4(a).

     

    “Covering
      Contribution”
is
      defined in Section
      3.4(a).

     

    “Dispute
      Notice”
is
      defined in Section
      9.6(d).

     

    “Dissolution
      Event”
is
      defined in Section
      10.1.

     

    “Distribute”
means
      to make one or more Distributions.

     

    “Distribution”
or
      “Distributions”
means
      with respect to a Partner, the amount of money and the net fair market value
      (as
      determined by the General Partner) of the property other than money distributed
      to a Partner by the Partnership on account of that Partner’s Interest as
      provided in Article
      V
      or
Section
      10.2.

     

    “Effective
      Date”
is
      defined in the introductory paragraph hereof.

     

    “Eligible
      Investment”
means
      each life settlement contract approved for purchase by the General Partner
      on
      behalf of the Partnership in the manner set forth in the Investment Management
      Agreement and sourced, originated and acquired by the Manager pursuant to the
      terms of the Investment Management Agreement and the Master Purchase
      Agreement.

     

    “Escrow
      Account”
means
      the separate trust account to be established and maintained in accordance with
      the terms of the Escrow Agreement.

     

    “Escrow
      Agreement”
means
      that certain Escrow Agreement to be entered by and among the Partners, the
      Partnership and the Escrow Agent, to be defined therein, as contemplated by
      the
      Letter Agreement.

     

    “Fair
      Market Value”
means,
      with respect to the valuation of an Interest, the net realized cash amount
      that
      would be available for Distribution in respect of such Interest if the
      Partnership and all of its Investments were liquidated in their entirety in
      the
      manner set forth in Article
      X
      hereof.

     

    “Fair
      Value Trigger Event”
is
      defined in Section
      9.6(b).
      

     

    “Fiscal
      Year”
means
      the annual accounting period of the Partnership, which shall commence on January
      1 of each year (or such later date as the Partnership shall commence its
      existence) and end on the last day of December.

     

    
      
        
        

      

      
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          1 -
          3

        
          

        

      

      
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    “Formation
      Expenses”
is
      defined in Section
      2.9(a).

     

    “GAAP”
means
      United States generally accepted accounting principles.

     

    “General
      Partner”
is
      defined in the introductory paragraph hereof.

     

    “General
      Partner Interest”
means
      the Interests owned by the General Partner.

     

    “Governmental
      Authority”
means
      any United States or non-United States governmental or regulatory entity,
      agency, authority, commission, department, board, bureau, political subdivision,
      court, tribunal, official arbitrator or arbitral body, or any other entity
      entrusted by the aforesaid entities or authorized by Law to exercise
      administrative power.

     

    “Gross
      Asset Value”
means,
      with respect to any Partnership asset, the asset’s adjusted basis for U.S.
      Federal income tax purposes, except that Gross Asset Values of all Partnership
      assets shall be adjusted to equal their respective fair market values (as
      determined by the General Partner), in accordance with the rules set forth
      in
      Treasury Regulations Section 1.704-1(b)(2)(iv)(f), except as otherwise provided
      herein, immediately prior to: (a) the date of the acquisition of any additional
      Interest by any new or existing Partner for more than a de minimus Capital
      Contribution; or (b) the date of the distribution of more than a de minimus
      amount of Partnership property (other than a pro rata distribution) to a
      Partner, provided
      that
      adjustments pursuant to clauses (a) and (b) above shall be made only if the
      General Partner reasonably determines that such adjustments are necessary or
      appropriate to reflect the relative economic interests of the Partners. The
      Gross Asset Value of any Partnership asset shall be adjusted to equal its fair
      market value upon a write-down in the value of the asset, as determined by
      the
      General Partner. The Gross Asset Value of any Partnership asset distributed
      to
      any Partner shall be adjusted immediately prior to such distribution to equal
      its fair market value as determined by the General Partner. The initial Gross
      Asset Value of any asset contributed by a Partner to the Partnership shall
      be
      the fair market value of such asset, as determined by the General Partner.
      The
      Gross Asset Values of the assets of the Partnership’s assets shall be increased
      or decreased to reflect any adjustments to the adjusted basis of such assets
      pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent
      that such adjustments are taken into account in determining Capital Accounts
      pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

     

    “Indemnifiable
      Losses”
means
      any and all claims, liabilities, losses, damages, penalties, actions, judgments,
      fines, forfeitures, amounts paid in settlement, costs or expenses of any kind
      or
      nature whatsoever, including all reasonable attorneys’ fees, costs, fees and
      expenses of defense, appeal and settlement of any proceedings instituted against
      any Indemnitee or other applicable Person, and all costs of investigation in
      connection therewith.

     

    “Indemnitee”
is
      defined in Section
      6.6(a).

     

    “Interest”
of
      any
      Partner at any time means the entire ownership interest of such Partner in
      the
      Partnership at such time, represented as either a General Partner Interest
      or a
      Limited Partner Interest, including all benefits to which the owner of such
      Interest is entitled under this Agreement or applicable law, including, without
      limitation, the right to receive Distributions under Section
      5.1 or 10.2,
      together with all obligations of such Partner under this Agreement and
      applicable law.

     

    “Interest
      Valuer”
is
      defined in Section
      9.6(d).

     

    
      
        
        

      

      
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    “Internal
      Rate of Return”
means
      the annual rate, compounded monthly, at which the net present value on the
      date
      of calculation, of all distributions, from all sources (including, without
      limitation, all distributions pursuant to Sections
      5.1(a),
      (b)
      and
(c),
      by the
      Partnership to a Partner (discounted at such annual rate from the dates such
      distributions are made by the Partnership to such Partner), is equal to the
      net
      present value, as of the date of this Agreement, of the Capital Contributions,
      Formation Expenses and Reimbursable Expenses made by or on behalf of such
      Partner to the Partnership (discounted at such annual rate from the dates such
      Capital Contributions were made by such Partner).

     

    “Investment”
means
      each Eligible Investment acquired by the Partnership (or by any Investment
      Vehicle).

     

    “Investment
      Allocation”
means
      the percentage allocation of the Partners set forth on Schedule
      2
      hereto.

     

    “Investment
      Management Agreement”
means
      that certain Investment Management Agreement, dated as of the Effective Date,
      by
      and between the Manager and the Partnership, as the same may be amended,
      supplemented, or otherwise modified from time to time.

     

    “Investment
      Vehicle”
means
      any Acquisition Vehicle or Alternative Investment Vehicle.

     

    “Laws”
means
      any foreign, Federal, state or local laws, statutes, ordinances, rules,
      regulations, orders, writs, judgments or decrees.

     

    “Letter
      Agreement”
means
      that certain Letter Agreement dated as of the Effective Date.

     

    “Limited
      Partner Interest”
means
      the Interests owned by a Limited Partner.

     

    “LPH”
means
      Life Partners Holdings, Inc., a Texas corporation.

     

    “Mammoth”
means
      Mammoth Life LLC, a Delaware limited liability company.

     

    “Manager”
means
      Life Partners, Inc. a subsidiary of LPH, in its capacity as Manager under the
      Investment Management Agreement, or, to the extent applicable, such other
      Organization as may appointed from time to time by the General Partner as
      Manager.

     

    “Mandatory
      Capital Contribution”
is
      defined in Section
      3.3.

     

    “Margin
      Amount”
has
      the
      meaning set forth in the Master Purchase Agreement.

     

    “Master
      Purchase Agreement”
is
      defined in the Investment Management Agreement. 

     

    “Maximum
      Investment Amount”
has
      the
      meaning set forth in the Letter Agreement.

     

    “Net
      Income”
and
      “Net
      Losses”
as
      appropriate, means, for any Fiscal Year, the taxable income or tax loss of
      the
      Partnership for such period or other applicable period for Federal income tax
      purposes taking into account any separately stated items, increased by the
      amount of any tax-exempt income of the Partnership during such period and
      decreased by the amount of any Code Section 705(a)(2)(B) expenditures (within
      the meaning of Regulations Section 1.704-1(b)(2)(iv)(i)) of the Partnership;
      provided,
      however,
      that
      Net Income or Net Losses of the Partnership shall be computed without regard
      to
      the amount of any items of income that are specially allocated pursuant to
      Section
      4.4.

     

    “New
      Partnership”
is
      defined in the Letter Agreement.

     

    “Non-Contributing
      Partner”
is
      defined in Section
      3.4.

     

    
      
        
        

      

      
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    “Nonrecourse
      Deductions”
means
      Net Losses, deductions or Code Section 705(a)(2)(B) expenditures attributable
      to
      Partnership nonrecourse liabilities as defined in Regulations Section
      1.704-2(b)(1).

     

    “Notice”
is
      defined in Section
      12.1.

     

    “Organization”
means
      any corporation, partnership, joint venture or enterprise, limited liability
      company, unincorporated association, trust, estate, governmental entity or
      other
      entity or organization, and shall include the successor (by merger or otherwise)
      of any entity or organization.

     

    “Partner
      Amount”
is
      defined in Section
      5.4.

     

    “Partners”
or
      “Partner”
is
      defined in the introductory paragraph hereof.

     

    “Partnership”
is
      defined in the introductory paragraph hereof.

     

    “Performance
      Allocation”
is
      defined in Section
      5.1(d).

     

    “Person”
means
      any natural person or any Organization.

     

    “Preferred
      Return”
means,
      as of any date, an Internal Rate of Return of [* * *] per
      annum
      (compounded monthly) on such Partner’s outstanding Reimbursable Expenses,
      Formation Expenses and unreturned Capital Contributions, calculated from the
      date such amounts were contributed to the Partnership or otherwise paid on
      the
      Partnership’s behalf to the date as of which such calculation is being made;
provided
      that the
      Preferred Return on any Capital Contributions, Formation Expenses or
      Reimbursable Expenses shall cease to accrue with respect to such Capital
      Contributions, Formation Expenses or Reimbursable Expenses once they have been
      repaid.

     

    “Purchasing
      Party”
is
      defined in Section
      9.6(c).

     

    “Realization”
means,
      with respect to each Investment, the earlier of (a) the payment of death
      benefits to the Partnership attributable to such Investment, and (b) the sale,
      exchange, liquidation, abandonment or other disposition or complete realization
      of such Investment.

     

    “Regulations”
means
      the final and temporary regulations of the U.S. Department of the Treasury
      promulgated under the Code.

     

    “Reimbursable
      Expenses”
is
      defined in Section
      2.9(b).

     

    “Reserves”
means
      the sum of funds or amounts reasonably required to be set aside or otherwise
      allocated for working capital to pay taxes, insurance, costs associated with
      the
      Partnership’s business or operations, any future, anticipated or contingent
      losses on one or more particular Investments to the extent reasonably identified
      by the General Partner, debt service and future, anticipated or contingent
      obligations and expenses incident to the Partnership’s operations or ownership
      of its Investments that are not otherwise required to be paid by the Partners
      pursuant to the terms of this Agreement.

     

    “Resolution
      Period”
is
      defined in Section
      9.6(d).

     

    “Sale
      Notice”
is
      defined in Section
      6.2(b).

     

    
      
        
        

      

      
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    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

     

    “Special
      Allocations”
is
      defined in Section
      4.4(a).

     

    “Subject
      Assets”
is
      defined in Section
      6.2(b).

     

    “Subsidiary”
means
      any Organization in which the Partnership or a Subsidiary thereof owns or
      controls, directly or indirectly, either fifty percent (50%) or more of the
      outstanding equity or beneficial interests or other equity securities determined
      on a fully diluted basis.

     

    “Substituted
      Partner”
means
      any Person who is admitted as a Partner of the Partnership in the manner
      provided in Section
      9.1(a).

     

    “Tax
      Matters Partner”
is
      defined in Section
      12.2(a).

     

    “Transfer”
means
      (a) as a noun, any conveyance or other transfer, sale, alienation, lease,
      mortgage, pledge, encumbrance, lien, hypothecation or other disposition (whether
      voluntary or involuntary), and (b) as a verb, the act of making any voluntary
      or
      involuntary Transfer.

     

    “Unauthorized
      Transfer”
is
      defined in Section
      9.2.

     

    
      
        
        

      

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