095331-0007-11830-Active.11782550

Execution Version

=====================================================================

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

=====================================================================

THE LIMITED PARTNERSHIP INTERESTS (THE “INTERESTS”) HAVE NOT BEEN 

REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED 

(THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OF THE UNITED 

STATES OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON 

EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES 

ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT 

ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, 

ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) 

THE SECURITIES ACT, ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND ANY 

OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF 

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT. 

THEREFORE, PURCHASERS OF INTERESTS WILL BE REQUIRED TO BEAR THE RISK 

OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
i

095331-0007-11830-Active.11782550

TABLE OF CONTENTS

Page

ARTICLE I Definitions.............................................................................................................. 1

ARTICLE II General Provisions............................................................................................... 14

2.1. Formation .............................................................................................................. 14

2.2. Name ..................................................................................................................... 14

2.3. Purpose .................................................................................................................. 14

2.4. Principal Place of Business; Other Places of Business............................................ 14

2.5. Registered Office and Registered Agent ................................................................. 15

2.6. Term...................................................................................................................... 15

2.7. Fiscal Year............................................................................................................. 15

2.8. Withdrawal of Initial Limited Partner..................................................................... 15

2.9. Specific Authorization............................................................................................ 15

ARTICLE III Capital Contributions; Distributions.................................................................... 15

3.1. Capital Contributions ............................................................................................. 15

3.2. Termination of Investment Period .......................................................................... 19

3.3. Subsequent Closings .............................................................................................. 19

3.4. Distributions -- General Principles ......................................................................... 21

3.5. Amounts and Priority of Distributions; Contingent Interest Promissory Note ......... 23

3.6. Establishment of Escrow Account .......................................................................... 23

ARTICLE IV The General Partner ........................................................................................... 24

4.1. Investment Guidelines............................................................................................ 24

4.2. Powers of the General Partner ................................................................................ 25

4.3. General Partner as Limited Partner......................................................................... 28

4.4. Other Activities...................................................................................................... 28

4.5. ERISA Covenant.................................................................................................... 29

4.6. Fair Market Value .................................................................................................. 30

ARTICLE V The Limited Partners........................................................................................... 30

5.1. Management .......................................................................................................... 30

5.2. Liabilities of the Limited Partners .......................................................................... 31

5.3. UST’s Outside Activities........................................................................................ 31

5.4. Private Vehicles..................................................................................................... 32

ARTICLE VI Expenses and Fees.............................................................................................. 32

6.1. General Partner Expenses....................................................................................... 32

6.2. UST Management Fee............................................................................................ 33

6.3. Partnership Expenses.............................................................................................. 34

ARTICLE VII Transfers, Withdrawals and Default .................................................................. 35

7.1. Transfer and Withdrawal of the General Partner..................................................... 35
ii

095331-0007-11830-Active.11782550

7.2. Assignments by Private Vehicles and UST............................................................. 39

7.3. Defaulting Partners ................................................................................................ 40

7.4. Further Actions...................................................................................................... 42

7.5. Admissions and Withdrawals Generally ................................................................. 42

ARTICLE VIII Term and Dissolution of the Partnership .......................................................... 43

8.1. Term...................................................................................................................... 43

8.2. Winding-up............................................................................................................ 44

8.3. Final Distribution ................................................................................................... 44

8.4. Noteholder Clawback............................................................................................. 45

ARTICLE IX Capital Accounts and Allocations of Profits and Losses...................................... 45

9.1. Capital Accounts.................................................................................................... 45

9.2. Allocations of Profits and Losses ........................................................................... 46

9.3. Special Allocation Provisions................................................................................. 46

9.4. Tax Allocations...................................................................................................... 47

9.5. Other Allocation Provisions ................................................................................... 47

9.6. Tax Advances ........................................................................................................ 48

ARTICLE X Representations, Warranties and Covenants......................................................... 48

10.1. Representations, Warranties and Covenants of the General Partner ...................... 48

ARTICLE XI Miscellaneous .................................................................................................... 60

11.1. Amendments........................................................................................................ 60

11.2. Private Vehicle and Feeder Vehicle Documents and Side Letters; MFN ............... 60

11.3. Entire Agreement ................................................................................................. 61

11.4. Severability.......................................................................................................... 61

11.5. Notices................................................................................................................. 61

11.6. Governing Law and Jurisdiction........................................................................... 62

11.7. Waiver of Jury Trial ............................................................................................. 62

11.8. Service of Process................................................................................................ 62

11.9. Successors and Assigns........................................................................................ 62

11.10. Counterparts....................................................................................................... 63

11.11. Interpretation...................................................................................................... 63

11.12. Headings............................................................................................................ 63

11.13. Delivery of Certificate of Limited Partnership, etc.............................................. 63

11.14. Partnership Tax Treatment ................................................................................. 63

11.15. Other PPIF LPAs and PPIF Loan Documents..................................................... 63

11.16. Confidentiality ................................................................................................... 64

11.17. Waiver of Partition............................................................................................. 64

SCHEDULE A: Additional Terms

SCHEDULE B: Capital Commitments and Addresses

SCHEDULE C: Disclosure Items

SCHEDULE D: UST Legend
iii

095331-0007-11830-Active.11782550

ANNEX A: Contingent Interest Promissory Note

ANNEX B: Compliance Rules

ANNEX C: Quarterly Certificate
095331-0007-11830-Active.11782550

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT 

of the Partnership is made as of the Closing Date.

W I T N E S S E T H :

WHEREAS, the General Partner and the Initial Limited Partner have entered into 

the Original Agreement and, upon filing of the Certificate of Limited Partnership, formed a 

limited partnership under the laws of the State of Delaware; and

WHEREAS, the parties hereto desire to enter into this Agreement to permit the 

withdrawal of the Initial Limited Partner and the admission of Limited Partners (as defined 

herein) of the Partnership and to further make the modifications hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual promises and agreements 

herein made and intending to be legally bound hereby, the parties hereto agree to amend and 

restate the Original Agreement in its entirety to read as follows:

ARTICLE I

Definitions

As used herein, the following terms shall have the following meanings:

1940 Act: The United States Investment Company Act of 1940, as amended, as 

the same may be further amended from time to time.

Act: The Delaware Revised Uniform Limited Partnership Act, 6 Del. Code §17-

101 et seq., as the same may be amended from time to time.

Additional Amount: As defined in Section 3.3(b)(i).

Additional Debt: Indebtedness, other than Indebtedness pursuant to the Loan 

Agreement and TALF Debt.

Additional Representations: As defined on Schedule A.

Adjusted Capital Account: With respect to a Partner, such Partner’s Capital 

Account as of the end of each taxable year of the Partnership, as the same is specially 

computed to reflect the adjustments required or permitted to be taken into account in 

applying United States Treasury Regulations Section 1.704-1(b)(2)(ii)(d) (including 

adjustments for Partnership Minimum Gain and Partner Nonrecourse Debt Minimum 

Gain) and taking into account any amounts such Partner is obligated or deemed obligated 

to restore pursuant to any provision of this Agreement and the United States Treasury 

Regulations.
2

095331-0007-11830-Active.11782550

Adjusted Capital Account Deficit: For each Partner, the deficit balance, if any, in 

such Partner’s Adjusted Capital Account.

Adjusted Clawback Amount: With respect to any Partner, the lesser of (i) the 

Clawback Amount with respect to such Partner and (ii) the difference between (x) the 

aggregate distributions to the Noteholder of UST Warrant Proceeds with respect to such 

Partner and (y) the aggregate distributions to the Noteholder of Default Warrant Proceeds 

with respect to such Partner. 

Advisers Act: The United States Investment Advisers Act of 1940, as amended, 

as the same may be further amended from time to time.

Affiliate: As defined in Schedule A. 

Agreement: This Amended and Restated Limited Partnership Agreement, 

together with the Schedules and Annexes hereto, as the same may be amended, modified 

or supplemented from time to time.

Allocation Policy: As defined in the Compliance Rules.

Applicable Percentage: As defined in Schedule A.

Assignee: As defined in Section 7.2(a).

BHC Act: The United States Bank Holding Company Act of 1956, as amended, 

as the same may be further amended from time to time.

Business Day: A day which is not a Saturday, Sunday or other day on which 

commercial banks are authorized or required by law to be closed in Washington, D.C. or 

New York, New York.

Capital Account: As defined in Section 9.1(a).

Capital Commitment: As to any Partner, the amount set forth as such on 

Schedule B, as such amount may be adjusted from time to time pursuant to Sections 3.3 

or 7.3(e) or otherwise pursuant hereto.

Capital Contribution: As to any Partner at any time, (i) the aggregate amount of 

capital actually contributed to the Partnership by such Partner pursuant to Sections 3.1(a), 

3.3 or 7.3(c) on or prior to such time minus (ii) any amounts contributed for maintenance 

of a Working Capital Reserve returned to such Partner pursuant to Section 3.2(b)(i); 

provided that the Capital Contribution of each Partner with respect to an Investment shall 

be adjusted to reflect any return of Capital Contributions to such Partner with respect to 

such Investment pursuant to a Subsequent Closing. For the avoidance of doubt, no 

Deemed Contribution shall be treated as a Capital Contribution.

Carry Recipients: As defined in Schedule A.
3

095331-0007-11830-Active.11782550

Carrying Value: With respect to any Partnership asset, the asset’s adjusted basis 

for United States federal income tax purposes, except that the Carrying Values of all 

Partnership assets shall be adjusted to equal their respective Fair Market Values, in 

accordance with the rules set forth in United States Treasury Regulations Section 

1.704-1(b)(2)(iv)(f), except as otherwise provided herein, immediately prior to any of the 

following events: (a) the date of the acquisition of any additional Interest by any new or 

existing Partner in exchange for more than a de minimis Capital Contribution, (b) the 

date of the distribution of more than a de minimis amount of Partnership property (other 

than a pro rata distribution) to a Partner or (c) any other date specified by United States 

Treasury Regulations; provided that adjustments pursuant to clauses (a), (b) and (c) 

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 Carrying Value of any Partnership asset distributed to any Partner shall be 

adjusted immediately prior to such distribution to equal its Fair Market Value. In the 

case of any asset that has a Carrying Value that differs from its adjusted tax basis, the 

Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of 

the definition of “Profits and Losses” rather than the amount of depreciation determined 

for United States federal income tax purposes.

Cause: (i) A breach of the General Partner’s obligation to make Capital 

Contributions or to bear the General Partner Expenses in accordance with this Agreement 

that is not cured within five (5) calendar days, (ii) a breach of the first sentence of Section 

1.2(e) of the Compliance Rules by the General Partner or any Subadvisor, (iii) a finding 

by any court or governmental body of competent jurisdiction or an admission by any 

Relevant Person (x) of fraud, gross negligence, bad faith or willful misconduct by any 

Relevant Person, (y) of a material violation of applicable securities laws by any Relevant 

Person or (z) that the General Partner has otherwise committed a material breach of this 

Agreement, including a material breach of any representation or warranty contained 

herein, (iv) a finding by any court or governmental body of competent jurisdiction or an 

admission by any Subadvisor that such Subadvisor has committed a material breach of 

this Agreement, (v) a conviction of, or plea of guilty or nolo contendere by, any Relevant 

Person in respect of a felony, (vi) a finding by any court or governmental body of 

competent jurisdiction or an admission by any Secondary Person (x) of fraud, gross 

negligence, bad faith or willful misconduct by any Secondary Person in connection with 

the activities of the Partnership or (y) of a material violation of applicable securities laws 

by any Secondary Person in connection with the activities of the Partnership that, in 

either case, has a material adverse effect on the Partnership or (vii) a conviction of, or 

plea of guilty or nolo contendere by, any Secondary Person in respect of a felony in 

connection with the activities of the Partnership that has a material adverse effect on the 

Partnership; provided that the General Partner shall be deemed to have cured any event of 

Cause pursuant to clauses (vi) and (vii) if (x) it terminates or causes the termination of 

employment of the Secondary Person who engaged in the conduct constituting such 

Cause with the General Partner, the Subadvisor and their respective Affiliates or (y) 

terminates the services of the Subadvisor that employs such Secondary Person and, in 

either case, makes the Partnership whole for any loss which such conduct had caused the 

Partnership.
4

095331-0007-11830-Active.11782550

Certificate of Limited Partnership: As defined in Schedule A. 

Clawback Amount: As defined in Section 8.4.

Clawback Determination Date: The date of the Final Distribution.

Closing: The initial closing of Capital Commitments to the Partnership occurring 

on the Closing Date. 

Closing Date: As defined in Schedule A.

Code: The United States Internal Revenue Code of 1986, as amended (or any 

corresponding provision of succeeding law).

Collateral Administrator: As defined in the Loan Agreement.

Competing Fund: As defined in Section 4.4(a).

Compliance Audit Report: As defined in the Compliance Rules.

Compliance Officer: As defined in the Compliance Rules. 

Compliance Rules: Compliance Rules attached hereto as Annex B.

Conflicts Policy: As defined in the Compliance Rules.

Contingent Interest Promissory Note: The Contingent Interest Promissory Note 

dated the date hereof made by the Partnership in favor of the Noteholder, substantially in 

the form attached hereto as Annex A.

Control: The possession, directly or indirectly, of the power to direct or cause the 

direction of the management and policies of a Person, whether through the ownership of 

voting shares, by contract or otherwise. The terms “Controlling” and “Controlled” shall 

be interpreted accordingly.

Cumulative Net Distributions: As to any Partner (other than UST), the difference 

(whether positive or negative) between (i) cumulative distributions to such Partner of 

Investment Proceeds and (ii) such Partner’s Capital Contributions (which, for the 

avoidance of doubt, are net (without duplication) of any Capital Contributions for 

maintenance of a Working Capital Reserve returned pursuant to Section 3.2(b)(i)). 

CUSIP: Committee on Uniform Security Identification Procedures.

Custodial Account: As defined in the Loan Agreement.

Custodian: As defined in the Loan Agreement.

Dedicated Vehicle: As defined in Section 4.4(a).
5

095331-0007-11830-Active.11782550

Deemed Contribution: As to any Partner at any time, the aggregate amount of 

distributions otherwise distributable to such Partner that have been retained by the 

Partnership pursuant to Section 3.4(f).

Default Warrant Proceeds: Any UST Warrant Proceeds distributed to the 

Noteholder in respect of a Partner during any period that such Partner is a Defaulting 

Partner.

Defaulted Amount: As defined in Section 7.3(a).

Defaulting Partner: As defined in Section 7.3(a).

Derivative Transaction: Any swap transaction, option, warrant, forward purchase 

or sale transaction, futures transaction, cap transaction, floor transaction or collar 

transaction relating to one or more currencies, commodities, bonds, equity securities,

loans, interest rates, credit-related events or conditions or any indexes, or any other 

similar transaction or combination of any of these transactions, including collateralized 

mortgage obligations or other similar instruments or any debt or equity instruments 

evidencing or embedding any such types of transactions, and any related credit support, 

collateral or other similar arrangements related to such transactions. 

Disabling Event: Other than as permitted by Section 7.1(a) or pursuant to a 

removal and replacement of the General Partner as provided in Section 7.1(b), the sale, 

assignment, pledge, exchange or transfer of all or any portion of the General Partner’s 

Interest, or the withdrawal, bankruptcy, commencement of liquidation proceedings, 

insolvency or dissolution and commencement of winding up of the General Partner.

Discretionary Subadvisor: As defined in the Compliance Rules.

Dissolution Sale: All sales and liquidations by or on behalf of the Partnership of 

its assets in connection with or in contemplation of the winding-up of the Partnership.

Distribution Account: An account of the Partnership at the same financial 

institution as the Custodial Account administered by the Custodian. 

EAWA: Section 1611 of Division A, Title XVI of the American Recovery and 

Reinvestment Act of 2009 (P.L. 111-5), as the same may be amended from time to time.

EESA: The Emergency Economic Stabilization Act of 2008 (P.L. 110-343), as 

amended, as the same may be further amended from time to time.

Eligible Assets: Commercial mortgage-backed securities and Non-Agency 

Residential Mortgage-Backed Securities issued prior to January 1, 2009 that were 

originally rated AAA or an equivalent rating by two (2) or more nationally recognized 

statistical rating organizations without external credit enhancement and that are secured 

directly by the actual mortgage loans, leases or other assets and not other securities. At

least ninety percent (90%) of the assets underlying any Eligible Asset must be situated in 

the United States. For the avoidance of doubt, Eligible Assets do not include any 
6

095331-0007-11830-Active.11782550

securities backed by loans and other assets ten percent (10%) or more of which are not 

situated in the United States. 

ERISA: The United States Employee Retirement Income Security Act of 1974, 

as amended, as the same may be further amended from time to time.

Escrow Account: As defined in Section 3.6(a).

Event of Dissolution: As defined in Section 8.1(a).

Expiration Date: The date which is the three-year anniversary of the Closing 

Date, or, if such date is not a Business Day, the next succeeding Business Day.

Fair Market Value: The market value of the Investments, determined as provided 

in the definition of “Market Value” in the Loan Agreement.

FDIC: As defined in the Compliance Rules.

Fee Recipient: As defined in Schedule A.

Feeder Vehicle: An investment vehicle formed by the General Partner or any of 

its Affiliates to facilitate the participation of a Private Investor in a Private Vehicle.

Final Closing Date: The date which is the six-month anniversary of the Closing 

Date or, if such date is not a Business Day, the next succeeding Business Day; provided

that in the event of a UST Reallocation, the Final Closing Date shall be such later date as 

is agreed to in writing by UST.

Final Distribution: The final distribution described in Section 8.3.

Financial Institution: As the term “financial institution” is defined under EESA.

Fiscal Quarter: The calendar quarter or, in the case of the first Fiscal Quarter of 

the Partnership, the period commencing on the Closing Date and ending on the first 

calendar quarter end that is at least sixty (60) calendar days after the Closing Date, and, in 

the case of the last Fiscal Quarter of the Partnership, ending on the date on which the 

winding up of the Partnership is completed, as the case may be.

Fiscal Year: As defined in Section 2.7.

Form 450: As defined in the Compliance Rules.

Formation Date: As defined in Schedule A.

FRB: As defined in the Compliance Rules.

GAAP: Generally accepted accounting principles in the United States.

GAO: The U.S. Government Accountability Office.
7

095331-0007-11830-Active.11782550

General Partner: As defined in Schedule A, and any general partner substituted 

therefor and admitted as a general partner of the Partnership in accordance with this 

Agreement, each in such Person’s capacity as a general partner of the Partnership.

General Partner Capital Commitment: As defined in the Compliance Rules.

General Partner Expenses: As defined in Section 6.1.

General Partner Group: As defined in Schedule A.

Identified Owners: As defined in Schedule A.

Indebtedness: As defined in the Loan Agreement.

Initial Limited Partner: As defined in Schedule A.

Initial Round PPIF: A PPIF formed pursuant to the initial round of the PPIP, as 

described in the Joint Statement by Secretary of the Treasury Timothy F. Geithner, 

Chairman of the Board of Governors of the Federal Reserve System Ben S. Bernanke, 

and Chairman of the Federal Deposit Insurance Corporation Sheila Bair on the Legacy 

Asset Program, dated July 8, 2009 and available at http://www.ustreas.gov.

Interest: The entire partnership interest owned by a Partner in the Partnership at 

any particular time, including the right of such Partner to any and all benefits to which a 

Partner may be entitled as provided in this Agreement, together with the obligations of 

such Partner to comply with all the terms and provisions of this Agreement.

Interest Amount: As defined in the Loan Agreement.

Interest Reserve Account: As defined in the Loan Agreement.

Interim Final Rule: As defined in the Compliance Rules.

Investment Advisory Agreement: As defined in Schedule A. 

Investment Guidelines: The investment objectives and diversification and 

investment limitations set forth in Section 4.1(b).

Investment Period: The period from the Closing Date through the earlier of (a) 

the Expiration Date or (b) the date on which the Investment Period is terminated pursuant 

to Section 3.2.

Investment Proceeds: Proceeds from an Investment, including interest payments, 

principal repayments and proceeds of any kind from the disposition of Investments.

Investments: As defined in Section 4.1(a).

ISIN: An international securities identification number.
8

095331-0007-11830-Active.11782550

Key Person: As defined in Schedule A.

Key Person Event: As defined in Schedule A.

Leverage Ratio: With respect to the Partnership and its Subsidiaries, at any time,

the ratio of Total Indebtedness at such time to Net Asset Value at such time.

Limited Partners: The Persons (including UST, unless otherwise explicitly

excluded) listed from time to time on the books and records of the Partnership as limited 

partners of the Partnership that have been admitted as limited partners of the Partnership, 

including any Person who has been admitted to the Partnership as a substitute or 

additional Limited Partner, in each case for so long as they remain a Limited Partner, in 

accordance with this Agreement, each in such Person’s capacity as a limited partner of 

the Partnership. For purposes of the Act, the Limited Partners shall constitute a single 

class, series and group of limited partners.

Loan Agreement: The Loan Agreement by and among the Partnership, the Bank 

of New York Mellon and UST (in its capacity as Lender), dated as of the date hereof, as 

the same may be amended from time to time. For the avoidance of doubt, any defined 

term in the Loan Agreement used in this Agreement shall survive any termination of the 

Loan Agreement.

Loan Documents: As defined in the Loan Agreement.

Loans: As defined in the Loan Agreement.

Lock-Up Termination Date: As defined in Section 4.4(a).

Luxury Expense Policy: As defined in the Compliance Rules.

Majority (or other specified percentage) in Interest of the Private Investors: A 

“Majority in Interest of the Private Investors” means, at any time, the Private Investors 

holding a majority of the total voting interests in the Private Vehicles as determined on 

the basis of capital commitments. Any other specified percentage in Interest of the 

Private Investors means, at any time, the Private Investors holding the specified 

percentage of the total voting interests in the Private Vehicles, as determined on the basis 

of capital commitments. Notwithstanding the foregoing, the voting rights with respect to 

the Interests held directly or indirectly by any Private Vehicle or Feeder Vehicle the 

interests in which are registered under the Securities Act shall be exercised by such 

Private Vehicle’s or Feeder Vehicle’s board of directors (or similar governing body).

Making Home Affordable: As defined in the Compliance Rules. 

Monthly Report: As defined in the Compliance Rules.

Net Asset Value: As defined in the Loan Agreement.

No Fault Vote: As defined in Section 7.1(b)(i).
9

095331-0007-11830-Active.11782550

Non-Agency Residential Mortgage-Backed Securities: Residential mortgagebacked securities not issued or guaranteed by the Government National Mortgage 

Association, the Federal Home Loan Mortgage Corporation, the Federal National 

Mortgage Association, any successors to such organizations, or any other United States 

federal government-sponsored enterprise or a United States federal governmental agency. 

Non-Defaulting Partner: Any Partner other than a Defaulting Partner.

Non-Discretionary Subadvisor: Any Subadvisor other than a Discretionary 

Subadvisor. 

Nonrecourse Deductions: As defined in United States Treasury Regulations 

Section 1.704-2(b)(1) and 1.704-2(c).

Noteholder: As defined in the Contingent Interest Promissory Note.

NYSE: The New York Stock Exchange.

OFAC: As defined in Section 10.1(a)(xxii).

Offering Materials: As defined in Section 11.2(a).

Original Agreement: As defined in Schedule A.

Participants: As defined in Schedule A.

Partner Nonrecourse Debt Minimum Gain: An amount with respect to each 

partner nonrecourse debt (as defined in United States Treasury Regulations Section 

1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner 

nonrecourse debt were treated as a nonrecourse liability (as defined in United States 

Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with United States 

Treasury Regulations Section 1.704-2(i)(3).

Partner Nonrecourse Deductions: As defined in United States Treasury 

Regulations Section 1.704-2(i).

Partners: The General Partner and the Limited Partners (including UST, unless 

otherwise explicitly excluded).

Partnership: As defined in Schedule A.

Partnership Documents: As defined in the Compliance Rules.

Partnership Expenses: As defined in Section 6.3(a).

Partnership Indebtedness: All Indebtedness of the Partnership and its Subsidiaries 

as permitted pursuant to Section 4.2(c).
10

095331-0007-11830-Active.11782550

Partnership Minimum Gain: As defined in United States Treasury Regulations 

Sections 1.704-2(b)(2) and 1.704-2(d).

Payment Date: As defined in Section 3.1(b)(i).

Payment Notice: As defined in Section 3.1(b)(ii).

Percentage Interest: With respect to any Partner and any Investment, the ratio of 

such Partner’s Capital Contribution and Deemed Contribution with respect to that 

Investment to the total Capital Contributions and Deemed Contributions of all Partners 

with respect to that Investment; provided that the Capital Contributions or Deemed 

Contributions, as applicable, of each Partner with respect to an Investment shall be 

adjusted to reflect any return of Capital Contributions or reduction in Deemed 

Contributions, as applicable, with respect to such Investment pursuant to a Subsequent 

Closing.

Permitted Interest Rate Hedges: As defined in the Loan Agreement.

Person: Any individual, partnership, corporation, limited liability company, 

limited partnership, unincorporated organization or association, trust (including the 

trustees thereof, in their capacities as such) or other entity.

Policy Amendment: As defined in the Compliance Rules.

PPIF: A Legacy Securities Public-Private Investment Fund.

PPIF Applicant: As defined in Schedule A. 

PPIF Loan Documents: The loan agreement and other related documents with 

respect to the senior credit facilities to be provided by UST (in its capacity as Lender) to 

each PPIF.

PPIF LPAs: The limited partnership agreements of each PPIF.

PPIP: The Legacy Securities Public-Private Investment Program.

Pre-Removal Investments: As defined in Section 7.1(d)(iii).

Prime Rate: For any day, the rate of interest per annum published by the Wall 

Street Journal on such day as the “prime rate.”

Principal Amount: As defined in the Loan Agreement.

Private Investors: Direct investors in the Private Vehicles and the Feeder 

Vehicles (other than the General Partner and its Affiliates); provided that no Feeder 

Vehicle in its capacity as a direct investor in a Private Vehicle shall be deemed to be a 

Private Investor. 

Private Vehicle Documents: As defined in the Compliance Rules.
11

095331-0007-11830-Active.11782550

Private Vehicle Governing Documents: As defined in Section 11.2(a).

Private Vehicle Removal: As defined in Section 7.1(b)(i).

Private Vehicles: The Limited Partners (other than UST).

Pro Rata Share: As defined in Section 3.1(b)(iii).

Proceeding: Any legal action, suit or proceeding by or before any court, 

arbitrator, governmental body or other agency.

Profits and Losses: For each Fiscal Year or other period, the taxable income or 

loss of the Partnership determined in accordance with the accounting method used by the 

Partnership for United States federal income tax purposes with the following 

adjustments: (a) all items of income, gain, credit, loss or deduction allocated other than 

pursuant to Section 9.2 shall not be taken into account in computing such taxable income

or loss, (b) any income of the Partnership that is exempt from United States federal 

income taxation and not otherwise taken into account in computing Profits and Losses 

shall be added to such taxable income or loss, (c) if the Carrying Value of any asset 

differs from its adjusted tax basis for United States federal income tax purposes, any gain 

or loss resulting from a disposition of such asset shall be calculated with reference to 

such Carrying Value, (d) upon an adjustment to the Carrying Value of any asset (other 

than an adjustment in respect of depreciation), pursuant to the definition of Carrying 

Value, the amount of the adjustment shall be included as gain or loss in computing such 

taxable income or loss, (e) if the Carrying Value of any asset differs from its adjusted tax 

basis for United States federal income tax purposes the amount of depreciation, 

amortization or cost recovery deductions with respect to such asset for purposes of 

determining Profits and Losses shall be an amount which bears the same ratio to such 

Carrying Value as the United States federal income tax depreciation, amortization or 

other cost recovery deductions bears to such adjusted tax basis (provided that if the 

United States federal income tax depreciation, amortization or other cost recovery 

deduction is zero, the General Partner may use any reasonable method for purposes of 

determining depreciation, amortization or other cost recovery deductions in calculating 

Profits and Losses) and (f) except for items in (a) above, any expenditures of the 

Partnership not deductible in computing taxable income or loss, not properly capitalizable 

and not otherwise taken into account in computing Profits and Losses for such period or a 

future period pursuant to this definition shall be treated as deductible items.

Quarterly Certificate: The form of Quarterly Certificate set forth on Annex C.

Rebalancing Contribution: As defined in Section 3.3(b)(i).

REIT: A real estate investment trust under Section 856 of the Code.

Related RIA: As defined in Schedule A.

Relevant Person: As defined on Schedule A.
12

095331-0007-11830-Active.11782550

Removal Election: As defined in Section 7.1(b)(i).

Required Escrow Amount: With respect to any Partner and its sub-account in the 

Escrow Account, the amount by which the cumulative distributions of UST Warrant 

Proceeds with respect to such Partner exceeds the product of (i) the Warrant Percentage 

and (ii) (A) cumulative distributions of Investment Proceeds to such Partner plus (B) 

cumulative distributions of UST Warrant Proceeds with respect to such Partner minus (C) 

such Partner’s Capital Commitment; provided that in the event the sum of the amounts 

set forth in clause (ii) is less than or equal to zero, the Required Escrow Amount shall 

equal the UST Warrant Proceeds with respect to such Partner; and provided, further, that 

the Required Escrow Amount with respect to any Partner shall be reduced by any Default

Warrant Proceeds with respect to such Partner.

Rev. Proc. 2009-38: As defined in Section 7.2(a)(vi). 

SEC: The U.S. Securities and Exchange Commission.

Secondary Person: Any employee of the General Partner, the Subadvisors or their 

respective Affiliates, other than a Key Person, that is involved in the business and affairs 

of the Partnership. 

Securities Act: The United States Securities Act of 1933, as amended, as the 

same may be further amended from time to time.

Side Letters: As defined in Section 11.2(a).

SIGTARP: The Special Inspector General for the Troubled Asset Relief Program.

Similar Law: Any federal, state, local, non-U.S. or other law or regulation that 

could cause the underlying assets of the Partnership to be treated as assets of a Limited 

Partner by virtue of its Interest and thereby subject the Partnership and the General 

Partner (or other persons responsible for the investment and operation of the 

Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility 

or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the 

Code.

Subadvisors: As defined in Schedule A.

Subsequent Closing: As defined in Section 3.3(a).

Subsidiaries: As defined in the Loan Agreement.

TALF: As defined in Appendix A to the Loan Agreement.

TALF Debt: As defined in Appendix A to the Loan Agreement.

Tax Advances: As defined in Section 9.6.
13

095331-0007-11830-Active.11782550

Temporary Investment Income: Income from Temporary Investments.

Temporary Investments: (i) Cash, (ii) bank deposits, (iii) United States 

Department of the Treasury securities with maturities of not more than ninety (90) 

calendar days, (iv) money market mutual funds that (a) are registered with the SEC and 

regulated under Rule 2a-7 promulgated under the 1940 Act and (b) invest exclusively in 

direct obligations of the United States of America or obligations the prompt payment of 

the principal of and interest on which is unconditionally guaranteed by the United States 

of America and (v) any other investment approved by UST in writing as a Temporary 

Investment.

Third Party Debt: TALF Debt and Additional Debt.

Total Indebtedness: With respect to the Partnership and its Subsidiaries, on any 

date, the sum of (x) the Principal Amount and accrued and unpaid Interest Amount and 

(y) the outstanding principal amount of all Third Party Debt and any accrued and unpaid 

interest thereon and other amounts due and owing under the documentation governing 

such Third Party Debt.

Transfer: As defined in Section 7.1(a).

United States or U.S.: The United States of America, its territories and 

possessions, any State of the United States, and the District of Columbia.

United States Treasury Regulations: The United States federal income tax 

regulations promulgated under the Code, as may be amended from time to time. All 

references herein to specific sections of such regulations shall be deemed also to refer to 

any corresponding provisions of succeeding regulations.

UST: The United States Department of the Treasury. Except as otherwise 

specifically noted herein, all references to UST in this Agreement shall be in its capacity 

as a Limited Partner.

UST Interest Value: The product of (x) a fraction the numerator of which is 

UST’s Capital Commitment and the denominator of which is the aggregate Capital 

Commitments and (y) the positive difference, if any, between (i) the sum of the Fair 

Market Values of the Investments minus (ii) any Indebtedness of the Partnership and its 

Subsidiaries. 

UST Management Fee: As defined in Section 6.2(a)(i). 

UST Management Fee Payment Date: Each January 1, April 1, July 1 and 

October 1.

UST Reallocation: As defined in Section 3.1(g).

UST Warrant Proceeds: All amounts distributed to the Noteholder pursuant to 

Sections 3.5(a)(ii) and 8.3 (to the extent distributions thereunder are attributable to the 
14

095331-0007-11830-Active.11782550

Noteholder’s entitlement to receive distributions pursuant to Section 3.5(a)(ii)), including 

any such amounts deposited in the Escrow Account. 

Valuation Policy: As defined in the Compliance Rules. 

Warrant Percentage: As defined in Schedule A.

Watchlist: As defined in the Compliance Rules. 

Working Capital Reserve: As defined in Section 3.1(a)(iv).

Working Capital Reserve Account: An account of the Partnership at the same 

financial institution as the Custodial Account administered by the Custodian. 

ARTICLE II

General Provisions

2.1. Formation. The parties hereto continue a limited partnership formed on the 

Formation Date pursuant to the Act. The General Partner hereby continues as the general partner 

of the Partnership upon its execution of a counterpart of this Agreement. Each Person to be 

admitted as a limited partner of the Partnership on the date hereof shall be admitted as a Limited 

Partner at the time that this Agreement or a counterpart hereof is executed by or on behalf of 

such Person.

2.2. Name. The name of the Partnership shall be as set forth on Schedule A. 

The General Partner is authorized to make any variations in the Partnership’s name with the prior 

written consent of UST; provided that such name shall contain the words “Limited Partnership” 

or the letters “L.P.” or the equivalent translation thereof.

2.3. Purpose. The purpose of the Partnership is to (a) identify potential 

Investments and Temporary Investments and (b) make, acquire, hold, own and dispose of 

Investments and Temporary Investments in accordance with the Investment Guidelines. The 

Partnership shall not engage in any business or activity other than those specified herein and any 

other activity necessary or incidental to carrying out those specified herein. 

2.4. Principal Place of Business; Other Places of Business. The principal place 

of business of the Partnership will be located in the United States at such place or places within 

or outside the State of Delaware as the General Partner may from time to time designate. The 

principal place of business of the Partnership is set forth under “Principal Place of Business” on 

Schedule A, and the General Partner will promptly give written notice of any such change to the 

principal place of business to the Limited Partners. The Partnership may maintain offices and 

places of business at such other place or places within or outside the State of Delaware as the 

General Partner deems advisable; provided that the principal place of business of the Partnership 

shall not be outside the United States.
15

095331-0007-11830-Active.11782550

2.5. Registered Office and Registered Agent. The Partnership shall maintain a 

registered office as set forth under “Registered Office” on Schedule A. The General Partner may

at any time change the location of the Partnership’s registered office. The name and address of 

the Partnership’s registered agent is as set forth under “Registered Agent” on Schedule A. 

2.6. Term. The term of the Partnership commenced upon the filing of the 

Certificate of Limited Partnership, and shall continue until the Partnership is dissolved pursuant 

to Section 8.1. Notwithstanding the dissolution of the Partnership, the Partnership shall continue 

in existence as a separate legal entity until cancellation of the Certificate of Limited Partnership 

in accordance with the Act.

2.7. Fiscal Year. The fiscal year (“Fiscal Year”) of the Partnership shall be the 

calendar year or, in the case of the first and last fiscal years of the Partnership, the fraction 

thereof commencing on the Closing Date or ending on the date on which the winding up of the 

Partnership is completed, as the case may be. The taxable year of the Partnership shall be 

determined under Section 706 of the Code. 

2.8. Withdrawal of Initial Limited Partner. Upon the admission of one or more 

Limited Partners to the Partnership on the Closing Date, the Initial Limited Partner shall (a) 

receive a return of any capital contribution made by the Initial Limited Partner to the Partnership, 

(b) be deemed to have withdrawn as the Initial Limited Partner of the Partnership and (c) have no 

further right, interest or obligation of any kind whatsoever as a Partner in the Partnership.

2.9. Specific Authorization. The Partnership, and the General Partner on behalf 

of the Partnership, may enter into and perform each of the Loan Documents, the Contingent 

Interest Promissory Note, the Permitted Interest Rate Hedges, the Investment Advisory 

Agreement and any documents contemplated thereby or related thereto and any amendments 

thereto, without any further act, vote or approval of any Person, including any Partner, 

notwithstanding any other provision of this Agreement. The General Partner is hereby 

authorized to enter into the documents described in the preceding sentence on behalf of the 

Partnership, but such authorization shall not be deemed a restriction on the power of the General 

Partner to enter into other documents on behalf of the Partnership.

ARTICLE III

Capital Contributions; Distributions

3.1. Capital Contributions. (a) Each Partner agrees to make Capital 

Contributions in cash from time to time, payable in United States dollars, in installments as 

follows: 

(i) With respect to any Capital Contribution for the making of 

Investments: At any time and from time to time on or prior to the expiration or 

termination of the Investment Period, each Partner shall, on or before any 

Payment Date, make a Capital Contribution to the Partnership equal to its Pro 

Rata Share of the aggregate amount to be contributed by all Partners for the 

acquisition of one or more Investments; provided that the expiration or 
16

095331-0007-11830-Active.11782550

termination of the Investment Period shall not affect the obligation hereunder to 

make a Capital Contribution with respect to any proposed Investment with respect 

to which the Partnership (or the General Partner or one or more of its Affiliates, 

on behalf of the Partnership) has entered into a legally binding obligation to 

acquire such Investment prior to the expiration or termination of the Investment

Period so long as such Investment is consummated within sixty (60) calendar days 

of the expiration or termination of the Investment Period.

(ii) With respect to any Capital Contribution for the payment of 

Partnership Expenses: At any time and from time to time prior to the dissolution 

of the Partnership, each Partner shall, on or before any Payment Date, make a 

Capital Contribution to the Partnership equal to its Pro Rata Share of the 

aggregate amount to be contributed by all Partners on such date for the payment

of Partnership Expenses.

(iii) With respect to any Capital Contribution for the repayment of 

Partnership Indebtedness: At any time and from time to time on or prior to the 

expiration or termination of the Investment Period (and thereafter prior to the 

dissolution of the Partnership with the prior written consent of UST), each Partner 

shall, on or before any Payment Date, make a Capital Contribution to the 

Partnership equal to its Pro Rata Share of the aggregate amount to be contributed 

by all Partners on such date for repayment of Partnership Indebtedness.

(iv) With respect to any Capital Contributions for maintenance of a 

Working Capital Reserve: In order to minimize the number of drawdowns 

required during the term of the Partnership, at any time and from time to time on 

or prior to the expiration or termination of the Investment Period, the General 

Partner may call and maintain a working capital reserve on behalf of Partners (the 

“Working Capital Reserve”) which will be held in the Working Capital Reserve 

Account. Each Partner shall, on any Payment Date, make a Capital Contribution 

to the Partnership equal to its Pro Rata Share of the aggregate amount to be 

contributed by all Partners on such date for the Working Capital Reserve. 

(v) Notwithstanding anything to the contrary set forth herein, the Capital

Contribution to be made by any Partner towards any Investment, Partnership 

Expense or repayment of Partnership Indebtedness shall be reduced to the extent 

of such Partner’s share of the amounts in the Working Capital Reserve applied on 

behalf of such Partner against such Investment, Partnership Expense or repayment 

of Partnership Indebtedness. For purposes of this Agreement, Capital 

Contributions initially made for the Working Capital Reserve shall be treated as 

having been made for the Investment, Partnership Expense or repayment of 

Partnership Indebtedness to the extent (and only to the extent) which such 

amounts were applied for such purpose. For the avoidance of doubt, amounts in 

the Working Capital Reserve may only be applied to repay Partnership 

Indebtedness after the expiration or termination of the Investment Period with the 

prior written consent of UST. 
17

095331-0007-11830-Active.11782550

(vi) Notwithstanding anything to the contrary set forth herein, (A) no

Partner shall be required to make Capital Contributions (which, in the case of 

UST, for purposes of this Section 3.1(a)(vi), shall be determined without regard to 

the return of Capital Contributions pursuant to a Subsequent Closing or pursuant 

to Section 3.2(b)(i)) to the Partnership in an aggregate amount greater than its 

Capital Commitment without its consent and (B) except as otherwise agreed to in 

writing by UST, each drawdown from a Partner shall be for an amount equal to at 

least the lesser of (I) any undrawn portion of such Partner’s Capital Commitment 

and (II) two and one half percent (2.5%) of such Partner’s Capital Commitment. 

For the avoidance of doubt, this Section 3.1(a)(vi) shall not prohibit the retention 

and use by the Partnership of amounts otherwise distributable to the Partners as 

provided in Section 3.4(f).

(vii) Capital Contributions shall be made on or prior to 5:00 P.M. (New 

York time) on the applicable Payment Date.

(b) Related Definitions. (i) A “Payment Date” shall mean a date on 

which Partners are required to make Capital Contributions to the Partnership, which 

date:

(A) shall be specified in a Payment Notice delivered by the General Partner to 

each Partner from which a Capital Contribution is required on such date; and

(B) shall be at least ten (10) calendar days after the date of delivery of a Payment

Notice or if such tenth day is not a Business Day, the next Business Day following such 

tenth day.

(ii) A “Payment Notice” shall mean a written notice requiring Capital 

Contributions to the Partnership, which notice shall be delivered to each Partner 

and shall:

(A) specify the purpose for which the Capital Contributions are required to be 

made; 

(B) specify such Partner’s Pro Rata Share of the Capital Contributions required to 

be made by the Partners (specifying, as applicable, amounts to be funded from the 

Working Capital Reserve); and

(C) be numbered incrementally. 

(iii) A Partner’s “Pro Rata Share” of the aggregate Capital Contributions 

for Investments, payment of Partnership Expenses, repayment of Partnership 

Indebtedness or funding of the Working Capital Reserve shall mean the 

percentage that such Partner’s Capital Commitment as of such date represents of 

the aggregate Capital Commitments as of such date of all Partners.

(c) Notwithstanding anything in this Agreement to the contrary, UST 

shall not be required to make any Capital Contributions unless the Collateral 
18

095331-0007-11830-Active.11782550

Administrator shall have provided prior written notice to UST and the General 

Partner that the Partners other than UST have, in the aggregate, contributed an 

amount equal to the sum of their respective Pro Rata Shares of such Capital

Contribution; provided that, notwithstanding anything to the contrary set forth herein, 

if such notice is not provided to UST prior to 2:00pm New York time, UST shall not 

be required to make such Capital Contribution prior to the next Business Day.

(d) Capital Contributions shall be made by wire transfer of 

immediately available funds to the account set forth under “Wire Instructions” on 

Schedule A. Other than as set forth in this Agreement, no Partner shall be entitled to 

any interest or compensation by reason of its Capital Contributions or by reason of 

being a Partner. No Partner shall be required to lend any funds to the Partnership; 

provided that each Partner acknowledges that the Partnership and UST (in its capacity 

as lender) are parties to the Loan Documents.

(e) The General Partner shall cause the books and records of the 

Partnership to be amended from time to time to reflect (i) the addresses of Partners 

and any changes thereto, (ii) any transfer of Interests and (iii) any changes in Capital 

Commitments, all of which are to be accomplished in accordance with the provisions 

hereof.

(f) The Capital Commitments of the Private Vehicles will equal, in the 

aggregate, at least $500 million at the Closing; provided that in the event the General 

Partner or an Affiliate thereof sponsors a separate Initial Round PPIF, the Capital 

Commitments of the Private Vehicles will equal, in the aggregate, at least the amount 

set forth on Schedule A under the heading “Minimum Initial Commitment” at the 

Closing.

(g) Notwithstanding anything to the contrary set forth herein, the 

Capital Commitment of UST shall at all times equal the aggregate Capital 

Commitments of the Limited Partners other than UST; provided, that the Capital 

Commitment of UST may not exceed $1,111,111,111.00 without the consent of UST 

and the General Partner; and provided, further that in the event the General Partner or 

an Affiliate thereof sponsors a separate Initial Round PPIF, the Capital Commitment 

of UST may not, without the consent of UST and the General Partner, exceed the 

amount set forth on Schedule A under the heading “Maximum UST Commitment” 

(any increase pursuant to the foregoing provisos, a “UST Reallocation”). For the 

avoidance of doubt, at no time shall the aggregate capital commitments of UST and 

loan commitments of UST (in its capacity as lender) to all Initial Round PPIFs 

(including the Partnership) exceed $30 billion. 

(h) The provisions of this Section 3.1 are intended solely to benefit the 

Partnership and the Partners and, to the fullest extent permitted by applicable law, 

shall not be construed as conferring any benefit upon any creditor of the Partnership 

(and no such creditor shall be a third party beneficiary of this Agreement), and no 

Partner shall have any duty or obligation to any creditor of the Partnership to make 

any Capital Contributions or payments to the Partnership that are not required by the 
19

095331-0007-11830-Active.11782550

terms of this Agreement or to cause the General Partner to deliver to any Partner a 

Payment Notice.

3.2. Termination of Investment Period. (a) The Investment Period shall be 

terminated (i) if the General Partner is notified at any time on or after the one-year anniversary of 

the Closing Date of the written election of UST to terminate the Investment Period, (ii) if at any 

time on or after the eighteen (18) month anniversary of the Closing Date the General Partner 

delivers a sworn officer’s certificate to the Limited Partners that it has determined in good faith 

that (A) there have been permanent changes in the market for Eligible Assets and (B) such 

permanent changes are such that it is no longer in the best interests of the Partners for the 

Partnership to continue to acquire Eligible Assets or (iii) if UST becomes a Defaulting Partner, 

upon written notice from the General Partner to UST stating that it has elected to terminate the 

Investment Period. 

(b) Following the expiration or termination of the Investment Period, 

the General Partner shall promptly (i) refund to the Partners any amounts remaining 

in the Working Capital Reserve and (ii) distribute any amounts retained pursuant to 

Section 3.4(f), unless the amounts provided for in clauses (i) and (ii) are required (A) 

to create reasonable reserves for Partnership Expenses (provided that such reserves 

for Partnership Expenses shall not exceed 0.10% of aggregate Capital Commitments 

without the prior written consent of UST, which consent shall not unreasonably be 

withheld), (B) with the prior written consent of UST, to create reasonable reserves for 

repayment of Partnership Indebtedness, (C) to pay Partnership Expenses accrued and 

outstanding as of the date of such expiration or termination of the Investment Period 

or (D) to complete any proposed Investment with respect to which the Partnership (or 

the General Partner or one or more of its Affiliates, on behalf of the Partnership) has 

entered into a legally binding obligation to acquire such Investment prior to the 

expiration or termination of the Investment Period so long as such Investment is 

consummated within sixty (60) calendar days following the expiration or termination 

of the Investment Period; provided that the General Partner shall promptly refund any 

unused amounts retained pursuant to this clause (D) following the expiration of such 

sixty (60) calendar day period. 

3.3. Subsequent Closings. (a) Generally. Notwithstanding any contrary

provision in this Agreement but subject to Section 3.1(g), the General Partner may, in its sole

discretion, admit additional Limited Partners, or permit any existing Partner to increase its 

Capital Commitment at up to two (2) subsequent closings on or prior to the Final Closing Date 

(each, a “Subsequent Closing”). Notwithstanding any other provision in this Agreement, a 

Person shall be deemed admitted as an additional Limited Partner at a Subsequent Closing upon 

the execution of this Agreement or a counterpart hereof by or on behalf of such Person and 

acceptance of such subscription by the General Partner.

(b) Capital Contributions at Subsequent Closings. (i) Each Partner that is 

admitted or increases its Capital Commitment at a Subsequent Closing shall (A) make a Capital 

Contribution to the Partnership at such Subsequent Closing (or on such later date as specified by 

the General Partner) in an amount equal to the difference between (x) its Pro Rata Share 

(calculated after giving effect to such Partner’s admission or increased Capital Commitment) of 
20

095331-0007-11830-Active.11782550

(I) the aggregate amount of Capital Contributions previously made by Partners for the making of 

any Investment then still held by the Partnership, (II) the aggregate amount of Capital 

Contributions previously made by Partners for Partnership Expenses (other than Partnership 

Expenses related to an Investment that is no longer held by the Partnership) and (III) the 

aggregate amount of Capital Contributions previously made by Partners for Partnership 

Indebtedness (other than Partnership Indebtedness related to an Investment that is no longer held 

by the Partnership) and (y) any Capital Contributions previously made by such Partner in respect 

of such Investment, Partnership Expenses or Partnership Indebtedness (such amount, a 

“Rebalancing Contribution”), plus an additional amount (an “Additional Amount”) on each 

portion of each such Capital Contribution at the Prime Rate plus 2.0% from the date each such 

amount was funded to the date of such Subsequent Closing (or such later date as specified by the 

General Partner), prorated based upon the actual number of days elapsed (which Additional 

Amount shall not be treated as a Capital Contribution), less such amount as is necessary to take 

into account any prior distribution in respect of each such Investment, (B) be deemed to have 

made a Capital Contribution or Deemed Contribution, as applicable, with respect to each such 

Investment in an amount equal to the product of (x) a fraction the numerator of which is such 

Partner’s Capital Commitment after giving effect to such admission or increase and the 

denominator of which is the aggregate amount of all Partners’ Capital Commitments after giving 

effect to such admission or increase and (y) the amount of all Partners’ Capital Contributions 

and/or Deemed Contributions, as applicable, with respect to such Investment after giving effect 

to such admission or increase and (C) be deemed to have received distributions of Investment

Proceeds with respect to each such Investment in an amount equal to the product of (x) such 

Partner’s Percentage Interest in such Investment after giving effect to such admission or increase 

and (y) the amount of all prior distributions of Investment Proceeds with respect to such 

Investment. For all purposes of this Agreement, (A) the amount of Investment Proceeds deemed 

to have been received by each Partner from an Investment prior to a Subsequent Closing shall be 

deemed to be reduced by the product of (x) the aggregate amount of Investment Proceeds 

deemed to have been received by Partners pursuant to clause (C) of the preceding sentence (net

of any amounts received by such Partners prior to such Subsequent Closing) and (y) such 

Partner’s Percentage Interest in such Investment before giving effect to such Subsequent Closing 

and (B) the aggregate amount of Deemed Contributions deemed to have been made by each 

Partner for an Investment prior to a Subsequent Closing shall be deemed to be reduced by the 

product of (x) the aggregate amount of Deemed Contributions deemed to have been made by the 

Partners pursuant to clause (B) of the preceding sentence (net of any Deemed Contributions 

made by such Partners prior to such Subsequent Closing) and (y) such Partner’s Percentage 

Interest in such Investment prior to giving effect to such Subsequent Closing. The General 

Partner shall distribute Rebalancing Contributions and Additional Amounts among the Partners 

that were admitted at prior closings in proportion to the difference between the Capital 

Contributions which each such Partner has already made for such Investments, Partnership 

Expenses and repayments of such Partnership Indebtedness and such Partner’s Pro Rata Share of 

such amounts after giving effect to such admission or increase. For the avoidance of doubt, at no 

time shall the aggregate capital commitments of UST and loan commitments of UST (in its 

capacity as lender) to all Initial Round PPIFs (including the Partnership) exceed $30 billion. 

(ii) Notwithstanding Section 3.3(b)(i) above, if in the sole and 

absolute determination of the General Partner, a Capital Contribution 

required to be made by any Partner as determined pursuant to Section 
21

095331-0007-11830-Active.11782550

3.3(b)(i) would provide such Partner with an inappropriate Percentage 

Interest in an Investment of the Partnership because of material changes in 

the value of such Investment, the General Partner may either (A) exclude 

such Partner from participation in such Investment (in which case such 

Partner shall not be required to make the Rebalancing Contribution 

described in Section 3.3(b)(i) in respect of such Investment) or (B) inform 

such Partner prior to the date of the Subsequent Closing in which it will 

participate of the payment that such Partner will instead be required to 

make at or in connection with such Subsequent Closing (or on such later 

date as specified by the General Partner). The portion of any payment 

required to be made pursuant to clause (B) of the preceding sentence in 

excess of the amount of the Capital Contribution a Partner would have 

been required to make pursuant to Section 3.3(b)(i) shall constitute an 

Additional Amount (which Additional Amount shall not be treated as a 

Capital Contribution or Deemed Contribution) and the remainder of such 

payment shall constitute a Capital Contribution.

(iii) In addition to the Capital Contributions and Additional 

Amounts to be contributed pursuant to clauses (i) and (ii) above, each 

Partner that is admitted or increases its Capital Commitment at a 

Subsequent Closing shall make a Capital Contribution to the Partnership 

to be deposited in the Working Capital Reserve in an amount necessary to 

cause (x) the ratio of the aggregate amount held on behalf of such Partner 

in the Working Capital Reserve relative to the aggregate amount held on 

behalf of all Partners in the Working Capital Reserve to equal (y) the ratio

of such Partner’s Capital Commitment to the aggregate Capital 

Commitments of all Partners.

3.4. Distributions -- General Principles. (a) Generally. Except as otherwise 

expressly provided herein, no Partner shall have the right to withdraw capital from the 

Partnership or to receive any distribution or return of its Capital Contributions or Deemed 

Contributions. Distributions of Partnership assets that are provided for herein shall be made only 

to Persons who, according to the books and records of the Partnership, were the Partners in the 

Partnership on the date, determined by the General Partner, as of which the Partners are entitled

to any such distributions. Notwithstanding anything to the contrary contained in this Agreement, 

the Partnership, and the General Partner on behalf of the Partnership, shall not be required to 

make a distribution to any Partner on account of its interest in the Partnership if such distribution 

would violate the Act, other applicable law, rule or regulation or any Loan Document.

(b) Distributions in Kind. Distributions may only be made in kind in 

connection with the dissolution and winding up of the Partnership. Distributions in 

cash and in kind shall be made in pro rata portions to each Partner.

(c) Timing and Manner of Distributions. Distributions of cash shall 

be made at the times provided below:
22

095331-0007-11830-Active.11782550

(i) Investment Proceeds available following the application of 

Section 3.5 shall, unless otherwise applied in accordance with Section 

3.4(f) or the other provisions of this Agreement, be distributed as soon as 

practicable after the date such Investment Proceeds are received by the 

Partnership, but in no event later than thirty (30) calendar days following 

the end of each Fiscal Quarter in which such Investment Proceeds are 

received by the Partnership; and

(ii) Temporary Investment Income shall, unless otherwise applied 

in accordance with Section 3.4(f) or the other provisions of this 

Agreement, be distributed at such times and intervals as the General 

Partner shall determine, but in no event later than thirty (30) calendar days 

following the end of the Fiscal Quarter in which such Temporary 

Investment Income is received by the Partnership.

Distributions of cash to UST shall be made in United States dollars by wire transfer of 

immediately available funds to the account set forth under “UST Wire Instructions” on Schedule 

A.

(d) For all purposes of this Agreement, whenever an Investment is 

made in the same security in which an Investment previously has been made, such 

subsequent Investment shall be treated as a separate Investment from the Investment 

previously made, and the Capital Contributions and Deemed Contributions for such 

security shall be divided between the prior Investment and subsequent Investments 

based upon the relative amounts invested by the Partnership in each such prior and 

subsequent Investment. Investment Proceeds subsequently received from or in

respect of such security shall be divided between the prior Investment and each 

subsequent Investment based upon the relative number of securities acquired by the 

Partnership in such prior and subsequent Investments; provided that the General 

Partner may divide such Investment Proceeds between the prior Investment and each 

subsequent Investment based upon the relative amounts invested by the Partnership in 

such prior and subsequent Investments to the extent the General Partner determines in 

good faith that such approach is more equitable.

(e) The amount of any taxes paid by or withheld from receipts of the 

Partnership from an Investment or a Temporary Investment (or any flow-through 

vehicle in which the Partnership invests) shall be allocated to the Partner to whom 

such taxes are attributable as reasonably determined by the General Partner, and shall 

be deemed to have been distributed to such Partner as Investment Proceeds or 

Temporary Investment Income for all purposes of this Agreement. 

(f) Investment Proceeds and Temporary Investment Income (other 

than Temporary Investment Income relating to UST Warrant Proceeds deposited into 

the Escrow Account) may be retained by the Partnership and used for any purpose 

otherwise permissible under this Agreement including, without limitation, to (i) create 

reasonable reserves for Partnership Expenses and the making of Investments 

(provided that such reserves for Partnership Expenses shall not exceed 0.10% of 
23

095331-0007-11830-Active.11782550

Capital Commitments without the prior written consent of UST, which consent shall 

not unreasonably be withheld), (ii) repay Partnership Indebtedness or create 

reasonable reserves for repayment of Partnership Indebtedness (provided that, except 

with respect to repayment of Partnership Indebtedness (and reserves therefor) 

pursuant to the Loan Documents, the prior written consent of UST shall be required 

for any repayment of Partnership Indebtedness or for the creation of reserves for the 

repayment of Partnership Indebtedness, in either case following the expiration or 

termination of the Investment Period) and (iii) make Investments (A) during the 

Investment Period or (B) after the expiration or termination of the Investment Period, 

to the extent that the Partnership (or the General Partner or one or more of its 

Affiliates, on behalf of the Partnership) has entered into a legally binding obligation 

to acquire such Investment prior to the expiration or termination of the Investment

Period so long as such Investment is consummated within sixty (60) calendar days of 

the expiration or termination of the Investment Period; provided that the Partnership 

may only withhold and apply amounts pursuant to this Section 3.4(f) to the extent 

such withholding is made on a pro rata basis from all Partners based on Capital 

Commitments. For the avoidance of doubt, any Investment Proceeds retained 

pursuant to this Section 3.4(f) shall not be subject to the provisions of Section 3.5(a).

3.5. Amounts and Priority of Distributions; Contingent Interest Promissory Note. 

(a) Distributions of Investment Proceeds. Each distribution of Investment Proceeds shall 

initially be made to the Partners in proportion to each of their respective Percentage Interests in 

such Investment. Notwithstanding the previous sentence, each Partner’s (other than UST’s) 

share of each distribution of Investment Proceeds shall be divided between such Partner on the 

one hand and the Noteholder on the other hand as follows:

(i) Return of Capital: First, 100% to such Partner until the 

cumulative distributions to such Partner of Investment Proceeds equal 

such Partner’s Capital Contributions;

(ii) UST Warrant Proceeds Split: Thereafter, the Applicable 

Percentage to such Partner and the Warrant Percentage to the Noteholder.

(b) Distributions of Temporary Investment Income: Each distribution 

of Temporary Investment Income shall be divided among all Partners pro rata in 

proportion to their respective interests in the applicable Temporary Investments, as 

reasonably determined by the General Partner.

(c) Each Partner acknowledges that the Partnership has issued the 

Contingent Interest Promissory Note that entitles the Noteholder to distributions of 

UST Warrant Proceeds, which distributions shall be treated as distributions in respect 

of an equity interest in the Partnership for U.S. federal income tax purposes, including 

for purposes of allocation of Profits and Losses pursuant to Section 9.2 and 

determination of Capital Account balances.

3.6. Establishment of Escrow Account. (a) The General Partner shall establish 

and maintain an escrow account (the “Escrow Account”) at the same financial institution as the 
24

095331-0007-11830-Active.11782550

Custodial Account administered by the Custodian, with a notional sub-account for each Partner 

(other than UST). Subject to Section 3.6(c) below, the General Partner shall deposit into the 

Escrow Account any UST Warrant Proceeds in order to assure the availability of funds for the 

potential obligation of the Noteholder to refund amounts pursuant to Section 8.4; provided that 

no Default Warrant Proceeds shall be deposited in the Escrow Account.

(b) Permitted Withdrawals from the Escrow Account. All funds 

deposited in the Escrow Account shall remain in the Escrow Account and may not be 

withdrawn except as provided in this Section 3.6; provided that any Temporary 

Investment Income relating to UST Warrant Proceeds deposited into the Escrow 

Account shall be distributed to the Noteholder in accordance with Section 3.4(c)(ii).

(c) Suspension of Escrow Obligation and Release of Escrow Account. 

The General Partner shall not place any UST Warrant Proceeds in respect of a Partner 

in such Partner’s sub-account in the Escrow Account to the extent that the amount in 

such sub-account is equal to or exceeds the Required Escrow Amount with respect to 

such Partner. If on any date the amount in a Partner’s sub-account in the Escrow 

Account exceeds the Required Escrow Amount with respect to such Partner, then the 

amount of such excess shall be released by the escrow agent to the Noteholder.

(d) Any amount remaining in any Partner’s notional sub-account in 

the Escrow Account after the payment to such Partner of all amounts under Section 

8.4 shall be immediately released to the Noteholder.

(e) The funds held in the Escrow Account shall be invested in 

Temporary Investments.

ARTICLE IV

The General Partner

4.1. Investment Guidelines. (a) The Partnership shall make investments in 

accordance with the Investment Guidelines set forth in Section 4.1(b) (the securities or 

instruments in which the Partnership has actually invested or the securities or instruments issued 

as a dividend thereon, in a reclassification with respect thereto or in an exchange therefor (other 

than Temporary Investments), are referred to herein as “Investments”). In addition, at such time 

as any funds of the Partnership are not invested in Investments, distributed to the Partners or 

applied towards the expenses of the Partnership, the Partnership shall maintain such funds in 

Temporary Investments.

(b) (i) The investment objective of the Partnership is to generate 

attractive returns for the Partners through long-term opportunistic investments in 

Eligible Assets.

(ii) Eligible Assets must be purchased solely from Financial 

Institutions from which the Secretary of the United States Department of
25

095331-0007-11830-Active.11782550

the Treasury may purchase assets pursuant to Sections 101(a)(1) and 112 

of EESA. 

(iii) The Partnership will not, without the prior written consent of 

UST:

(A) acquire directly or indirectly through a flow-through entity a residual interest

in a Real Estate Mortgage Investment Conduit; 

(B) invest in any securities or assets other than Eligible Assets, Temporary

Investments and Permitted Interest Rate Hedges;

(C) enter into any Derivative Transaction other than Permitted Interest Rate 

Hedges; 

(D) hedge any credit risks arising from Investments made by the Partnership; 

(E) directly or indirectly lend Eligible Assets or Temporary Investments or any 

economic interest therein for any purpose (including to facilitate delivery of a short sale); 

(F) violate the covenants set forth under “Diversification and Investment

Limitations” on Schedule A; or

(G) notwithstanding the withdrawal of a Private Investor from a Private Vehicle 

or a Feeder Vehicle or the default of a Private Investor to a Private Vehicle or Feeder 

Vehicle or the failure of any Partner to make, when due, any portion of a Capital 

Contribution required to be contributed by such Partner pursuant to this Agreement, make 

any Investment unless the Partners other than UST have, in the aggregate, contributed an 

amount equal to the sum of their respective Pro Rata Shares of the Capital Contributions 

required for such Investment. 

Subject to the proviso to Section 3.1(a)(i), the Partnership shall not make any Investments after 

the expiration or termination of the Investment Period. 

4.2. Powers of the General Partner. (a) The management, operation and policy 

of the Partnership shall be vested exclusively in the General Partner, which shall have the power 

by itself, and shall be authorized and empowered on behalf and in the name of the Partnership, to 

carry out any and all of the objects and purposes of the Partnership and to perform all acts and 

enter into and perform all contracts and other undertakings that it may deem necessary or 

advisable or incidental thereto, all in accordance with and subject to the other terms of this 

Agreement. Notwithstanding anything in this Agreement to the contrary, the General Partner 

may, with the prior written consent of UST, delegate any of its discretionary investment

authority and other rights, powers, functions and obligations hereunder to any Person, which may 

be a third party or an Affiliate of the General Partner; provided that any such delegation shall be 

revocable by the General Partner and the General Partner shall always remain liable to the 

Partnership and the Limited Partners for the General Partner’s obligations hereunder and for all 

actions and omissions of any such third parties or Affiliates to the same extent as the General 

Partner is liable for its own actions and omissions hereunder. 
26

095331-0007-11830-Active.11782550

(b) Without limiting the foregoing general powers and duties, the 

General Partner is hereby authorized and empowered on behalf and in the name of the 

Partnership, or on its own behalf and in its own name, or through agents as may be 

appropriate, subject to the limitations contained elsewhere in this Agreement, to:

(i) make all decisions concerning the investigation, evaluation,

selection, negotiation, structuring, commitment to, monitoring of and 

disposition of Investments and Temporary Investments (including the 

investment of amounts in the Working Capital Reserve in Temporary 

Investments);

(ii) direct the formulation of investment policies and strategies for 

the Partnership, and select and approve the investment of Partnership 

funds, all in accordance with the Investment Guidelines and any other 

limitations of this Agreement;

(iii) acquire, hold, manage, own, sell, transfer, convey, exchange 

or dispose of Investments and Temporary Investments, and exercise all 

rights, powers, privileges and other incidents of ownership or possession

with respect to Investments and Temporary Investments, including, 

without limitation, the exercise of any voting rights with respect to an 

Investment or a Temporary Investment, the approval of a restructuring of 

an Investment or a Temporary Investment, participation in arrangements 

with creditors, the institution and settlement or compromise of suits and 

administrative proceedings and other similar matters;

(iv) enter into Permitted Interest Rate Hedges;

(v) incur Indebtedness in accordance with Section 4.2(c) and 

comply with the terms and conditions of the Loan Documents;

(vi) open, maintain and close the Custodial Account, the Escrow 

Account, the Interest Reserve Account, the Working Capital Reserve 

Account and the Distribution Account; provided that amounts may only be 

placed in the Distribution Account to the extent permitted pursuant to 

Sections 2.07(a)(viii) and/or 2.07(a)(x) of the Loan Agreement; 

(vii) hire for reasonable fees and expenses consultants, brokers, 

appraisers, attorneys, accountants, administrators, advisors, and such other 

agents, service providers and contractors for the Partnership as it may 

deem necessary or advisable, and authorize any such agent to act for and 

on behalf of the Partnership (provided that the Partnership shall not hire 

any “employees” (as such term is defined in the Interim Final Rule) or 

otherwise employ any salaried personnel);

(viii) pay Partnership Expenses; 
27

095331-0007-11830-Active.11782550

(ix) subject to Section 6.3(a)(vii), cause the Partnership to 

purchase insurance to insure (A) the Partnership and (B) the members of 

the General Partner Group and their respective Affiliates in connection 

with the activities of the Partnership; 

(x) enter into, execute, maintain and/or terminate contracts, 

undertakings and any and all other instruments, agreements and 

documents in the name of the Partnership, and do or perform all such 

things as may be, in the General Partner’s good faith judgment, necessary 

or advisable in furtherance of the Partnership’s powers, objects or 

purposes or to the conduct of the Partnership’s activities, including 

entering into acquisition agreements to make or dispose of Investments or 

Temporary Investments which may include such representations, 

warranties and covenants as the General Partner in good faith deems 

necessary or advisable;

(xi) bring legal actions on behalf of, or defend legal actions 

against, the Partnership; 

(xii) act as the “tax matters partner” under the Code and in any 

similar capacity under state, local or non-United States law; and

(xiii) make, in its sole discretion, any and all elections for United 

States federal, state, local and non-United States tax matters, including any 

election to adjust the basis of Partnership property pursuant to Section 754 

of the Code or comparable provisions of United States federal, state, local 

or non-United States law.

(c) Borrowing and Guarantees. The General Partner shall have the 

right, at its option, to cause the Partnership and its Subsidiaries to incur Indebtedness 

under the Loan Agreement and as otherwise permitted by the Loan Documents; 

provided that the Partnership and its Subsidiaries will not, directly or indirectly, incur, 

create, issue, assume or guarantee any Additional Debt without the prior written 

consent of UST, which consent shall not be unreasonably withheld. At any time that 

there are no Loans outstanding, the Partnership and its Subsidiaries will not, directly 

or indirectly, incur, create, issue, assume or guarantee any Indebtedness unless on a 

pro forma basis the Leverage Ratio as of such date does not exceed (i) the maximum 

leverage allowed pursuant to TALF Debt, if the Partnership or any of its Subsidiaries 

have incurred TALF Debt that remains outstanding, or (ii) 5.0x, if TALF Debt is no 

longer available for the purchase or acquisition of Eligible Assets or the Partnership 

and its Subsidiaries have not incurred TALF Debt that remains outstanding. In 

connection with the Loan Documents and subject to Section 4.1(b)(iii), the 

Partnership shall be authorized to pledge, mortgage, assign, transfer and grant 

security interests in Investments and Subsidiaries and any other collateral identified in 

any of the Loan Documents; provided that the General Partner shall not have the right 

to (i) pledge the Capital Commitment of UST to any Person, including a lender or (ii) 

otherwise assign the right to call Capital Contributions from UST. 
28

095331-0007-11830-Active.11782550

4.3. General Partner as Limited Partner. The General Partner shall also be a 

Limited Partner to the extent that it purchases or becomes a transferee of all or any part of the 

Interest of a Limited Partner, and to such extent, in its capacity as such, shall be treated as a 

Limited Partner in all respects, except as provided in the definition of “Majority (or other 

specified percentage) in Interest of the Private Investors.” 

4.4. Other Activities. (a) Restrictions on Competing Funds. Without the 

prior written consent of UST, none of the General Partner or its Affiliates will, directly or 

indirectly, form, close on or accept commitments to another pooled investment fund for which 

any of them acts as the manager, advisor or primary source of investments and which has the 

primary investment objective of investing in Eligible Assets (other than (v) any Private Vehicle 

or Feeder Vehicle formed to invest substantially all of its investable assets directly or indirectly 

in the Partnership, (w) any Private Vehicle or Feeder Vehicle that is a private REIT formed to 

invest at least a portion of its investable assets directly or indirectly in the Partnership, (x) any 

vehicle the interests in which are registered under the Securities Act, (y) any vehicle that is a 

pooled investment fund formed to invest substantially all of its investable assets in Eligible 

Assets pursuant to any program sponsored by the United States federal government or its 

agencies or the Federal Reserve Bank of New York, including TALF or (z) solely in the event 

the Partnership is prohibited from investing in residential mortgage-backed securities or 

commercial mortgage-backed securities pursuant to the covenants set forth under 

“Diversification and Investment Limitations” on Schedule A, any pooled investment fund which 

has the primary investment objective of investing in residential mortgage-backed securities or 

commercial mortgage-backed securities, as applicable) (any such entity, other than the entities 

described in (v), (w), (x), (y) and (z), a “Competing Fund”) on or prior to the earliest of (i) the 

date on which the Partnership has invested 85% of its Capital Commitments, (ii) the one-year 

anniversary of the Closing Date or (iii) the termination of the Investment Period pursuant to 

Section 3.2(a) (such earliest date, the “Lock-Up Termination Date”); it being understood that the 

General Partner and its Affiliates may continue to manage any existing pooled investment fund 

or separate account or other similar vehicle with the primary investment objective of investing in 

Eligible Assets in existence as of the Closing Date and set forth under “Existing Competing 

Funds” on Schedule A (provided that no new commitments are accepted in violation of this 

Section 4.4(a)), and, subject to the last sentence of this Section 4.4(a), may establish or close on 

any separate account at any time prior to or following the Closing Date. The General Partner 

will promptly notify UST in the event the General Partner or any of its Affiliates forms, closes 

on or accepts commitments to a Competing Fund following the Lock-Up Termination Date and 

prior to the expiration or termination of the Investment Period. Notwithstanding the foregoing,

without the written consent of UST, none of the General Partner or its Affiliates will, directly or 

indirectly, form, close on or accept commitments to an investment vehicle or a separate account 

formed for the specific purpose of acquiring specific identified Eligible Assets or a specific 

identified portfolio of Eligible Assets prior to the expiration or termination of the Investment

Period (a “Dedicated Vehicle”); provided that the foregoing shall not apply to a Dedicated 

Vehicle to the extent that (i) (A) the Partnership is legally or contractually prohibited (including 

under the Investment Guidelines) from acquiring such Eligible Asset(s) or (B) the acquisition by 

the Partnership of such Eligible Asset(s) would unreasonably limit diversification in the good 

faith judgment of the General Partner and (ii) the General Partner provides information regarding 

the investments made by such Dedicated Vehicle in the Monthly Report; and provided, further, 

that any such Dedicated Vehicle shall bear its pro rata share (based on invested capital) of any 
29

095331-0007-11830-Active.11782550

expenses incurred in connection with the acquisition of any Eligible Assets alongside the 

Partnership.

(b) Restrictions on Hedging Products. Without the prior written 

consent of UST, none of the General Partner or any of its Affiliates will, directly or 

indirectly, form, close on or accept commitments to any investment vehicle which as 

part of its investment program purports to hedge credit risks arising from all or 

substantially all of the Partnership’s or any other PPIF’s portfolio of investments.

(c) Allocation of Business Time. The General Partner shall, and shall 

cause its Affiliates to, devote to the Partnership and its Investments such business 

time as shall be necessary to conduct the Partnership’s business and affairs in an 

appropriate manner, including, without limitation, seeking to maximize the returns 

with respect to the Partnership’s Investments throughout the term of the Partnership 

in accordance with Section 4.1(b)(i).

(d) Fiduciary Duty. The General Partner shall, and shall cause its 

Subadvisors and its Affiliates that are involved in the management and affairs of the 

Partnership to, act in accordance with the General Partner’s fiduciary duties to the 

Limited Partners, including a duty of loyalty, a duty of care and a duty of good faith

and fair dealing, and in the best interest of the Limited Partners, without regard to its 

interests and to no lesser extent than the interests of its other clients; provided that the 

foregoing shall not limit the General Partner’s or any of its Subadvisors’ or Affiliates’ 

ability to form investment vehicles and separate accounts as permitted by Section 

4.4(a), engage in other activities as permitted by Section 4.4(e), receive payments of 

the UST Management Fee in accordance with Section 6.2, apply remedies against a 

Defaulting Partner pursuant to Section 7.3 or dissolve the Partnership in accordance 

with Section 8.1(a)(iv). 

(e) Except as provided in Sections 4.4(a)-(d) above and in the 

Compliance Rules, this Agreement shall not be construed in any manner to preclude 

the General Partner, its Affiliates or any Subadvisor from engaging in any activity 

whatsoever permitted by applicable law.

4.5. ERISA Covenant. (a) The General Partner shall at all times conduct the 

affairs of the Partnership such that the Partnership’s assets would not constitute plan assets of 

any Partner for purposes of the fiduciary responsibility or prohibited transaction provisions of 

Title I of ERISA or Section 4975 of the Code.

(b) The General Partner hereby agrees that (i) on the Closing Date the 

General Partner shall deliver to UST an opinion of counsel (which opinion and 

counsel shall be reasonably satisfactory to UST) to the effect that as of the Closing 

Date, after giving effect to all Capital Commitments and Capital Contributions to the 

Partnership as of such date, the Partnership assets should not constitute “plan assets” 

of any “benefit plan investor” within the meaning of Section 3(42) of ERISA and the 

regulations promulgated thereunder and including a reasonable level of detail 

regarding the basis for the conclusion set forth therein, (ii) the General Partner shall 
30

095331-0007-11830-Active.11782550

deliver to UST annually, but in no event later than thirty (30) calendar days following 

the close of each Fiscal Year of the Partnership, an opinion of counsel (which opinion 

and counsel shall be reasonably satisfactory to UST) to the effect that the Partnership 

assets should not constitute “plan assets” of any “benefit plan investor” within the 

meaning of Section 3(42) of ERISA and the regulations promulgated thereunder and 

including a reasonable level of detail regarding the basis for the conclusion set forth 

therein, (iii) the General Partner shall monitor the “plan asset” status of the 

Partnership for purposes of Title I of ERISA and Section 4975 of the Code in 

accordance with Section 4.5(a) and (iv) the General Partner will promptly notify UST 

in the event the General Partner reasonably determines that the Partnership’s assets 

would reasonably be likely be deemed to be “plan asset” of any “benefit plan 

investor” (each within the meaning of Section 3(42) of ERISA and the regulations 

promulgated thereunder). 

4.6. Fair Market Value. Following the termination of the Loan Agreement, the 

Partnership shall engage a valuation agent to determine Fair Market Values of Investments as 

provided in the definition of “Market Value” in the Loan Agreement; provided that unless UST 

otherwise agrees in writing, such valuation agent shall be the “Valuation Agent” set forth in the 

Loan Agreement.

ARTICLE V

The Limited Partners

5.1. Management. Except as expressly provided in this Agreement, no Limited 

Partner shall have the right or power to participate in the management or affairs of the 

Partnership, nor shall any Limited Partner have the power to sign for or bind the Partnership or 

deal with third parties on behalf of the Partnership without the prior written consent of the 

General Partner. The exercise by any Limited Partner of any right conferred herein shall not be 

construed to constitute participation by such Limited Partner in the control of the business of the 

Partnership so as to make such Limited Partner liable for the debts and obligations of the 

Partnership for purposes of the Act. To the fullest extent permitted by law, no Limited Partner 

owes any duty (fiduciary or otherwise) to the Partnership or any other Partner as a result of (i) 

such Limited Partner’s status as a Limited Partner and (ii) in the case of UST, serving as a lender 

to the Partnership. Without limitation of the foregoing, whenever in this Agreement (i) the 

consent of UST is required for the taking of any action by the General Partner or the Partnership 

and (ii) the terms of this Agreement do not explicitly require that such consent not unreasonably 

be withheld, UST (A) shall, in determining whether to grant such consent, be entitled to consider

any interests and factors as it desires, including its own interests, (B) shall, to the fullest extent

permitted by law, have no duty or obligation to give any consideration to any interest of or factor 

affecting the Partnership or any other Person and (C) may grant or withhold such consent in its 

sole and absolute discretion. UST (in its capacity as either a Limited Partner or a lender) shall 

have no liability to the Partnership, the General Partner or any other Partner in connection with 

the grant or withholding of any consent by UST (in either such capacity hereunder or under any 

Loan Document).
31

095331-0007-11830-Active.11782550

5.2. Liabilities of the Limited Partners. (a) Except as provided by the Act or 

other applicable law and subject to the obligations to make Capital Contributions and to 

indemnify the Partnership and the General Partner as provided in Section 9.6 (in the case of 

Limited Partners other than UST) and as otherwise required by this Agreement or by applicable 

law, no Limited Partner shall have any personal liability whatsoever in its capacity as a Limited 

Partner, whether to any of the Partners, the Partnership or any creditor of the Partnership, for the 

debts, liabilities, contracts, or other obligations of the Partnership or for any losses of the 

Partnership. Without limitation of the foregoing, each Partner hereby agrees that, to the fullest 

extent permitted by law, UST’s execution of, and exercise of its rights under or in connection 

with, the Loan Documents (in each case in its capacity as lender) shall not, except as explicitly 

set forth in the Loan Documents, (i) create any liability to the Partnership or any Partner or (ii) 

create any duties or obligations owed by UST (in its capacity as a Limited Partner or a lender) to 

any of the Partners, the Partnership or any creditor of the Partnership. To the extent any Limited 

Partner is required by the Act or hereunder to return to the Partnership any distributions made to 

it and does so, such Limited Partner shall, to the maximum extent permitted by law, have a right 

of contribution from each other Partner similarly liable to return distributions made to it

hereunder under the Act to the extent that such Limited Partner has returned a greater percentage 

of the total distributions made to it and so required to be returned by it than the percentage of the 

total distributions made to such other Partner and so required to be returned by it.

(b) Except as required by the Act or other applicable law, no Limited 

Partner shall be required to repay to the Partnership, any Partner or any creditor of the 

Partnership all or any part of the distributions (including liquidating distributions)

made to such Limited Partner pursuant to Article III and Section 8.3 hereof.

5.3. UST’s Outside Activities. (a) UST shall be entitled to and may have 

interests and engage in activities in addition to those relating to the Partnership, including 

interests and activities in direct competition with the Partnership and the entities in which the 

Partnership invests and may engage in transactions with, and provide services or financing to, the 

Partnership or any such entity. For the avoidance of doubt, UST (in its capacity as a Limited 

Partner or a lender) may invest in and provide financing to other PPIFs or other investment 

vehicles that may invest in Eligible Assets. None of the Partnership, any other Partner or any 

other Person shall have any rights by virtue of this Agreement in any ventures of any Limited 

Partner.

(b) Each Partner acknowledges that UST reserves all immunities,

defenses, rights or actions arising out of either UST’s status as an instrumentality of a

sovereign state or entity or under the United States Constitution, and that no waiver of 

any such immunities, defenses, rights or actions shall be implied or otherwise deemed 

to exist by UST’s entry into this Agreement, by any express or implied provision 

hereof, or by any action or omission by UST or one of UST’s representatives or 

agents, whether taken pursuant to this Agreement or prior to or after UST’s admission 

to the Partnership. Each Partner also acknowledges that UST’s admission to the 

Partnership as a Limited Partner in no way limits any future exercise of authority by 

the government of the United States and UST assumes no liability, either express or 

implied, resulting from the future exercise of authority by the government of the 

United States.
32

095331-0007-11830-Active.11782550

5.4. Private Vehicles. (a) Each Private Vehicle shall be formed under the laws 

of a State of the United States.

(b) The aggregate direct and indirect Capital Commitments of any 

Private Investor (individually or together with its Affiliates) to the Partnership as a 

result of (i) any investment by such Private Investor or any of its Affiliates in a 

vehicle (including a Private Vehicle or Feeder Vehicle) which directly or indirectly 

invests in the Partnership or (ii) any other investment decision by such Private 

Investor or any of its Affiliates to directly or indirectly invest in the Partnership, may 

not, without the prior written consent of UST, in the aggregate exceed 9.9% of the 

aggregate Capital Commitments to the Partnership (other than as a result of the 

withdrawal of a Private Investor from a Private Vehicle or a Feeder Vehicle or the 

default of a Private Investor to a Private Vehicle or Feeder Vehicle).

(c) The General Partner shall ensure that (i) Private Investors may 

only withdraw from the Private Vehicles or Feeder Vehicles, as applicable, (A) if in 

the reasonable judgment of the General Partner, (I) a material adverse effect on any of 

the Partnership, the Private Vehicles, the Feeder Vehicles, the General Partner, the 

Subadvisors or any of their respective Affiliates is likely to result by virtue of that 

Private Investor’s interest in such Private Vehicle or Feeder Vehicle or (II) such 

redemption is necessary to ensure compliance with Section 4.5, (B) for ERISA or 

BHC Act reasons or (C) (I) if by its continuing participation as a Private Investor, 

there is a substantial likelihood that such Private Investor or its fiduciary is or would 

be violating a law, regulation or rule of whatever nature (as in effect on the date 

hereof or as may be in effect at any time in the future) applicable to, or any action 

taken by any governmental authority as to, such Private Investor, its fiduciary, the 

Private Vehicle or the Feeder Vehicle with respect to such Private Investor in a 

manner that materially and adversely affects such Private Investor or its fiduciary, (II) 

if such Private Investor were to cease being a Private Investor, such violation would 

not occur or would thereafter cease to exist and (III) there is no other action such 

Private Investor or its fiduciary can take to eliminate such violation including 

transferring its interest in the Private Vehicle or Feeder Vehicle to an Affiliate that is 

permitted to invest herein or therein, without incurring significant cost or adverse 

effect and (ii) upon any such withdrawal, a Private Investor may only receive a note 

payable with distributions to the Private Vehicles or Feeder Vehicles, as applicable; 

provided that Private Investors may withdraw from Feeder Vehicles the interests in 

which are registered under the Securities Act only if such withdrawal does not result 

in a withdrawal of all or any portion of such Feeder Vehicle’s interest in the 

applicable Private Vehicle.

ARTICLE VI

Expenses and Fees

6.1. General Partner Expenses. Neither the Partnership nor any Limited Partner 

shall bear or be charged with any of the following costs and expenses of the Partnership’s 

activities: (i) any costs and expenses of providing to the Partnership the office space, facilities,
33

095331-0007-11830-Active.11782550

supplies and necessary ongoing overhead support services for the Partnership’s operations 

(including systems and technology), (ii) the compensation of the personnel of the General 

Partner and its Affiliates, (iii) any fees, costs or expenses of (A) any third party engaged to 

monitor, or provide investment advice with respect to, the Partnership’s Investments and (B) any 

Person to which the General Partner delegates any of its rights, powers, functions or obligations 

pursuant to the final sentence of Section 4.2(a), (iv) all legal, accounting, filing or other expenses 

incurred by the General Partner and its Affiliates in connection with organizing and establishing 

the Partnership and (v) any expenses incurred in connection with the organization of the Private 

Vehicles and the Feeder Vehicles and the offering of interests therein (collectively, “General 

Partner Expenses”); provided that to the extent that any of the General Partner or its Affiliates 

pays any Partnership Expenses, the Partnership may reimburse such Person upon the direction of 

the General Partner; and provided, further, that the General Partner Expenses may be borne by 

the General Partner, its Affiliates (other than the Partnership) and any one or more of the Private 

Vehicles or Feeder Vehicles as may be determined by the General Partner.

6.2. UST Management Fee. (a) (i) The Partnership shall pay the fee described 

below (the “UST Management Fee”) to the Fee Recipient out of UST’s share of Investment

Proceeds or Temporary Investment Income available for distribution to UST (excluding, for the 

avoidance of doubt, amounts distributable as UST Warrant Proceeds). For the avoidance of 

doubt, the UST Management Fee may not be paid from drawdowns of UST’s Capital 

Commitment.

(ii) The UST Management Fee shall be paid quarterly in arrears on 

the Business Day on or immediately after each UST Management Fee 

Payment Date to the extent there are Investment Proceeds or Temporary 

Investment Income otherwise payable to UST. Prior to the expiration or 

termination of the Investment Period, the UST Management Fee shall be 

an amount equal to 0.20% per annum of UST’s Capital Commitment as of 

the last day of the period to which the UST Management Fee relates. 

Thereafter, the UST Management Fee shall be an amount equal to 0.20% 

per annum of the lesser of (A) UST’s Capital Commitment as of the last 

day of the period to which the UST Management Fee relates and (B) the 

UST Interest Value as of the last day of the period to which the UST 

Management Fee relates. 

(b) To the extent that on any UST Management Fee Payment Date 

there are not Investment Proceeds or Temporary Investment Income otherwise 

payable to UST sufficient to satisfy the UST Management Fee then due and payable, 

the unpaid portion of the UST Management Fee shall be paid out of UST’s share of 

future Investment Proceeds or Temporary Investment Income available for 

distribution to UST (excluding, for the avoidance of doubt, amounts distributable as 

UST Warrant Proceeds). No interest shall accrue with respect to any such unpaid 

portion of the UST Management Fee.

(c) The UST Management Fee shall begin to accrue with respect to 

any Capital Commitment made by UST on the date such Capital Commitment is 

made or increased, as applicable. The UST Management Fee payable with respect to 
34

095331-0007-11830-Active.11782550

the first and last Fiscal Quarters of the Partnership shall be pro-rated for the number 

of days in such periods. The UST Management Fee shall cease to accrue following a 

Removal Election.

6.3. Partnership Expenses. (a) Except as otherwise provided in this Agreement 

(including Section 6.1), the Partnership shall bear and be charged with the following costs and 

expenses of the Partnership’s operation that are reasonable and in furtherance of the business of 

the Partnership (the “Partnership Expenses”):

(i) fees, costs and expenses of the valuation agent and any 

administrators, custodians, attorneys, accountants and other professionals 

(including audit and certification fees);

(ii) all ongoing legal and compliance costs of the Partnership, 

including costs of reporting to regulatory authorities and to the Partners 

and the costs of preparing and distributing each Compliance Audit Report; 

(iii) all out-of-pocket fees, costs and expenses, if any, incurred in 

developing, negotiating, structuring, trading, settling, monitoring, holding 

and disposing of Investments and Temporary Investments (including 

Investments that are not ultimately consummated or closed unless (x) such 

fees, costs and expenses have been reimbursed by a third party or (y) the 

potential Investment is ultimately made by another investment vehicle or 

managed account managed or advised by the General Partner or any of its 

Affiliates), including without limitation any financing, legal, accounting,

advisory and consulting expenses in connection therewith (to the extent 

not subject to any reimbursement of such costs and expenses by third 

parties);

(iv) brokerage commissions, custodial expenses, other bank 

service fees, appraisal expenses and other investment costs, fees and 

expenses actually incurred in connection with actual Investments;

(v) interest expense, fees, costs and other expenses arising out of 

all Partnership Indebtedness (including as described in the Loan 

Agreement);

(vi) any fees, costs or expenses incurred by the General Partner in 

its capacity as “tax matters partner” (or similar function) as contemplated 

by Section 4.2(b)(xii);

(vii) the costs of prosecuting or defending any litigation (but not, 

for the avoidance of doubt, any losses incurred by the General Partner, its 

Affiliates or any of their respective officers, directors, employees, 

shareholders, members or partners), directors and officers liability or other 

insurance or extraordinary expense or liability relating to the affairs of the 

Partnership; provided that the Partnership shall not bear the cost of any 

incremental premium associated with the purchase of insurance designed 
35

095331-0007-11830-Active.11782550

to insure the General Partner or any other Person for any liability resulting 

from fraud, bad faith, willful misconduct, breach of fiduciary duty, gross 

negligence, a violation of applicable securities laws, conduct that is the 

subject of a criminal proceeding where the insured party had no 

reasonable basis to believe that such conduct was lawful or a willful and 

material breach of this Agreement by such insured party; 

(viii) expenses of liquidating the Partnership; and

(ix) any taxes (other than taxes described in Sections 3.4(e) and 

9.6), fees or other governmental charges levied against or payable by the 

Partnership.

(b) The General Partner shall cause the Partnership and any other 

investment vehicle or separate account for which the General Partner or any of its 

Affiliates acts as the manager, advisor or primary source of investments that invests 

in Eligible Assets in which the Partnership has also invested to share proportionately 

in expenses related to their respective investments in such Eligible Assets on the basis 

of capital invested in such Eligible Assets.

(c) The General Partner will provide to UST and SIGTARP an annual 

budget of Partnership Expenses for each Fiscal Year no later than thirty (30) calendar 

days prior to the beginning of such Fiscal Year; provided that the budget of 

Partnership Expenses for the first Fiscal Year of the Partnership shall be delivered no 

later than thirty (30) calendar days following the Closing Date; and provided, further, 

that for the avoidance of doubt, the Partnership shall bear all Partnership Expenses, 

even if the actual Partnership Expenses incurred in any Fiscal Year exceed the 

budgeted Partnership Expenses for such Fiscal Year.

ARTICLE VII

Transfers, Withdrawals and Default

7.1. Transfer and Withdrawal of the General Partner. (a) Voluntary Transfer.

Without the prior written consent of UST, the General Partner may not, directly or indirectly, 

sell, assign, pledge, exchange or otherwise transfer (each, a “Transfer”) all or any portion of its 

Interest as the general partner of the Partnership; provided that, for the avoidance of doubt, 

Transfers of interests in the General Partner shall be governed exclusively by the limitations set

forth under “Key Person Event” on Schedule A. In the event of an assignment or other transfer 

of the General Partner’s Interest as a general partner of the Partnership in accordance with this 

Section 7.1, upon execution of a counterpart to this Agreement, its assignee or transferee shall be 

substituted in its place and admitted as general partner of the Partnership effective immediately 

prior to such assignment or other transfer and is authorized to continue the Partnership without 

dissolution and immediately thereafter the General Partner shall withdraw as a general partner of 

the Partnership and cease to be a general partner of the Partnership.
36

095331-0007-11830-Active.11782550

(b) Removal of the General Partner. (i) UST (A) at any time; 

provided that the written consent (x) of a Majority in Interest of the Private Investors

is obtained or (y) set forth on Schedule A under “Removal of the General Partner” is 

obtained (any vote pursuant to this clause (A), a “No Fault Vote”) or (B) following (I) 

the occurrence of an event of Cause, (II) the occurrence of a Key Person Event 

(provided that the written consent of 331/3% in Interest of the Private Investors is 

obtained; and provided, further, that the General Partner has been given a thirty (30) 

calendar day grace period to cure such Key Person Event and has not cured such Key 

Person Event) or (III) the removal of the General Partner or an Affiliate thereof as the 

general partner (or similar managing fiduciary) or manager, as applicable, of any 

Private Vehicle or Feeder Vehicle (a “Private Vehicle Removal,” and, any removal

pursuant to the foregoing clause (A) or (B), a “Removal Election”) may require the 

removal, effective immediately upon notice to the General Partner of such removal, 

of the General Partner from the Partnership and the substitution of another Person as 

general partner of the Partnership in lieu thereof (which successor general partner 

shall be approved by UST and a Majority in Interest of the Private Investors); 

provided that any successor to the General Partner shall be substituted prior to, or at 

the same time as, the removal of the General Partner. The successor general partner 

of the Partnership shall be deemed admitted as the general partner of the Partnership 

upon its execution of a counterpart to this Agreement, effective immediately prior to 

the removal of the replaced General Partner or contemporaneously with the removal 

of the replaced General Partner and is authorized to continue the Partnership without 

dissolution. 

(ii) Prior to the removal of the General Partner, UST shall, to the 

extent practicable, consult with the investor advisory committees and/or 

boards of directors, if any, of the Private Vehicles to nominate a substitute 

general partner for written approval by UST and a Majority in Interest of 

the Private Investors.

(iii) From and after (A) a No Fault Vote, (B) the occurrence of any 

event of Cause, (C) the occurrence of any Key Person Event or (D) a 

Private Vehicle Removal, until the earlier to occur of (x) receipt of the 

prior written consent of UST or (y) the replacement of the General 

Partner, (I) the Partnership shall not directly or indirectly make any new 

Investments (other than Investments with respect to which the Partnership 

(or the General Partner or one or more of its Affiliates, on behalf of the 

Partnership)) has entered into a legally binding obligation to acquire such 

Investment prior to such occurrence or removal so long as such 

Investment is consummated within sixty (60) calendar days of such 

occurrence or removal), (II) the Partnership shall not directly or indirectly 

dispose of any Investments except to the extent the General Partner 

determines in good faith that a disposition is necessary to avoid a material 

loss to the Partnership and (III) neither the General Partner nor any of its 

Affiliates shall enter into any legally binding obligation on behalf of the 

Partnership to make an Investment.
37

095331-0007-11830-Active.11782550

(iv) The General Partner shall cooperate with UST to obtain the 

written consent of the Private Investors referred to in Section 7.1(b)(i), 

which cooperation, in the case of Private Investors in a Private Vehicle the 

interests in which are not registered under the Securities Act, shall be 

limited to providing UST with the names and contact information of the 

Private Investors.

(c) Disabling Event. The General Partner shall cease to be the general 

partner of the Partnership upon the occurrence of a Disabling Event, and thereafter, 

except as required by applicable law, the removed General Partner shall not have any 

of the powers, obligations or liabilities of a general partner of the Partnership under 

this Agreement or under applicable law. Subject to UST agreeing in writing to 

continue the business of the Partnership pursuant to Section 8.1(a)(ii), upon the 

occurrence of any Disabling Event the Partnership shall be dissolved and wound up in 

accordance with the provisions of Section 8.2. If the General Partner shall cease to be 

the general partner of the Partnership upon the occurrence of a Disabling Event and 

UST shall determine to continue the business of the Partnership pursuant to Section 

8.1(a)(ii), notice of that determination shall be given to the General Partner by UST.

(d) Upon the effective date of any removal or cessation of the General 

Partner pursuant to Sections 7.1(b) or 8.1(a)(ii), the successor general partner shall be 

admitted as the general partner of the Partnership in accordance with the terms of this 

Agreement and, upon such admission, the General Partner being removed or ceasing 

to be a general partner of the Partnership shall assign and transfer to the successor 

general partner all of the General Partner’s right, title and interest as general partner 

of the Partnership; provided that notwithstanding any provision in this Agreement and 

without any further action being required of any Person, upon such assignment and 

transfer:

(i) the removed General Partner’s interest in the Partnership shall 

be converted into a limited partnership interest in the Partnership and the 

removed General Partner shall become a Limited Partner of the 

Partnership;

(ii) the Capital Commitment of the removed General Partner shall 

be reduced to zero (0) dollars and the removed General Partner shall not 

be required to make any further capital contributions or otherwise fund 

any Investments; provided that for the avoidance of doubt, the removed 

General Partner shall continue to be required to make Capital 

Contributions for Partnership Expenses relating to Investments in which 

the removed General Partner has a Percentage Interest; 

(iii) the removed General Partner, as a Limited Partner, shall 

retain (x) its interest in any reserves (including the Working Capital 

Reserve) of the Partnership, (y) its interest in each Temporary Investment 

and (z) its Percentage Interest in each Investment that was consummated 

by the Partnership during the period when the removed General Partner or 
38

095331-0007-11830-Active.11782550

General Partner ceasing to be a general partner of the Partnership served 

as general partner of the Partnership and prior to the effective date of the 

removed General Partner’s removal or General Partner’s cessation 

pursuant to Sections 7.1(b) or 8.1(a)(ii), as applicable (the “Pre-Removal 

Investments”) and, subject to Section 3.4(f) (solely in respect of 

Partnership Expenses relating to Investments in which the removed 

General Partner has a Percentage Interest), shall be entitled to receive all 

distributions in respect of its Capital Contributions for (together with any 

Temporary Investment Income related thereto), and Percentage Interests 

in, such Pre-Removal Investments pursuant to the terms of this Agreement 

as in effect immediately prior to the delivery of notice of removal 

hereunder (provided that, in the case of any removal of the General 

Partner pursuant to Section 7.1(b) following an event of Cause, the 

Partnership may offset any damages, losses, costs and expenses of the 

Partnership arising out of or in connection with such event of Cause 

against any amounts otherwise distributable in respect of the General 

Partner Capital Commitment); and

(iv) the successor general partner shall assume all of the other 

contractual obligations of the General Partner to the Partnership and the 

Limited Partners (in their capacities as such) of the Partnership. 

(e) Any General Partner which shall be removed, cease to be the 

general partner of the Partnership upon the occurrence of a Disabling Event, or which 

shall sell, transfer or assign, in accordance with this Agreement, all of its interest as a 

general partner of the Partnership or otherwise cease to be a general partner, shall 

remain liable for obligations and liabilities incurred on account of its activities as 

General Partner prior to the time such removal, Disabling Event, sale, transfer, 

assignment or other event shall have become effective.

(f) Notwithstanding anything to the contrary set forth herein, any 

amendment on or after the effective date of the replacement of the General Partner to 

any provision of this Agreement that adversely impacts the replaced General 

Partner’s rights under this Agreement in a manner disproportionate to any adverse 

impact on the rights of the other Partners shall require the prior written consent of the 

removed General Partner.

(g) Until the General Partner is removed, the General Partner, on 

behalf of itself and its Affiliates, hereby consents to the use of the names and 

trademarks owned or controlled by the General Partner and its Affiliates in 

connection with the authorized business and activities of the Partnership. The 

Partners agree that any goodwill generated by the Partnership's use of the above 

names and trademarks shall inure solely to the benefit of the General Partner and its 

Affiliates, and the Partnership shall not claim any interest in such names, trademarks 

and goodwill.
39

095331-0007-11830-Active.11782550

(h) Notwithstanding anything to the contrary set forth herein, the 

removed General Partner shall have the right, without the consent of any Limited 

Partner or the successor general partner or any other Person, to require the name of 

the Partnership to be changed so that it does not include the name of the General 

Partner, its parent, any member of the General Partner Group or any variation on any 

such name, and the successor general partner shall make any filings and any 

necessary amendments to this Agreement and the Certificate of Limited Partnership 

related thereto as directed by the removed General Partner.

7.2. Assignments by Private Vehicles and UST. (a) (x) A Private Vehicle may

not, directly or indirectly, Transfer its Interest in whole or in part to any Person (an “Assignee”) 

without the prior written consent of the General Partner and UST, whose consent shall not 

unreasonably be withheld, and (y) UST may not, directly or indirectly, Transfer its Interest in 

whole or in part to an Assignee that is not an Affiliate of UST without the prior written consent

of the General Partner, which consent shall not unreasonably be withheld; provided that the 

consent of UST shall not be required for any (A) transfer of interests in a Private Vehicle or 

Feeder Vehicle, so long as the conditions of clauses (i) through (vii) below are satisfied or (B) 

any Transfer of interests in a Private Vehicle or Feeder Vehicle the interests in which are 

registered under the Securities Act; and provided, further, that no Transfer shall be made by a 

Limited Partner unless:

(i) such Transfer would not violate the Securities Act or any state 

securities or “Blue Sky” laws applicable to the Partnership or the Interest 

to be assigned or transferred;

(ii) such Transfer would not cause the Partnership to lose its status 

as a partnership for United States federal income tax purposes or cause the 

Partnership to become subject to the registration requirements of the 1940 

Act;

(iii) such Transfer would not cause the Partnership to be treated as 

a “publicly traded partnership” within the meaning of Section 7704 of the 

Code and the regulations promulgated thereunder or result in the 

Partnership being treated as a corporation for U.S. federal income tax 

purposes;

(iv) such Transfer would not cause (A) all or any portion of the 

assets of the Partnership to (I) constitute “plan assets” under ERISA or the 

Code (or any applicable Similar Law) of any Limited Partner or (II) be 

subject to the provisions of ERISA, Section 4975 of the Code or any 

applicable Similar Law or (B) the General Partner to become a fiduciary 

with respect to any Limited Partner pursuant to ERISA or any applicable 

Similar Law or otherwise;

(v) such Transfer would not otherwise cause the Partnership to 

violate any applicable law, including, without limitation, applicable 

securities laws;
40

095331-0007-11830-Active.11782550

(vi) to the extent the General Partner determines in its reasonable 

discretion that the Partnership or any portion thereof may be a "taxable 

mortgage pool" under Section 7701(i) if not for the application of IRS 

Revenue Procedure 2009-38 ("Rev. Proc. 2009-38") such Transfer would 

not cause the Partnership or any portion thereof not to be covered in 

Section 3.01 of Rev. Proc. 2009-38; and

(vii) to the extent the General Partner determines in its reasonable 

discretion that the Partnership or any portion thereof or any Private 

Vehicle or any portion thereof may be a "taxable mortgage pool" under 

Section 7701(i) if not for the application of Rev. Proc. 2009-38, such 

Transfer would not cause any Private Vehicle or any portion thereof not to 

be covered in Sections 3.02 or 3.03 of Rev. Proc. 2009-38. 

(b) UST shall not unreasonably withhold its consent to any Transfer 

by a Private Vehicle of all or a portion of its Interest to a Person if such Person is a 

creditworthy Affiliate of such Private Vehicle.

(c) No Assignee of an Interest in the Partnership may be admitted as a 

substitute Limited Partner in the Partnership without the prior written consent of the 

General Partner and UST, which consent shall not unreasonably be withheld. Subject 

to the consent of the General Partner and UST, an Assignee shall be admitted to the 

Partnership as a limited partner of the Partnership upon its execution of an instrument 

signifying its agreement to be bound by the terms and conditions of this Agreement, 

which instrument may be a counterpart signature page to this Agreement. An 

Assignee of an Interest that is not admitted as a substitute Limited Partner shall be 

entitled only to allocations and distributions with respect to that Interest and shall 

have no rights to vote such Interest, to participate in the management of the 

Partnership or to any information or accounting of the affairs of the Partnership and 

shall not have any of the other rights of a Partner pursuant to this Agreement.

(d) To the fullest extent permitted by law, any attempted Transfer or 

substitution not made in accordance with this Section 7.2 shall be null and void ab 

initio.

7.3. Defaulting Partners. 

(a) In the event any Partner fails to make, when due, any portion of a 

Capital Contribution required to be contributed by such Partner pursuant to this 

Agreement or any other payment required to be made by it hereunder, then the 

Partnership shall promptly provide written notice to such Partner, UST and SIGTARP 

of such failure. If such Partner fails to make such Capital Contribution or other 

payment within five (5) Business Days after receipt of such notice then such Partner 

shall be deemed a “Defaulting Partner” (the amount in respect of which a Defaulting 

Partner has defaulted being a “Defaulted Amount”) and the General Partner shall 

immediately notify UST and SIGTARP of such failure.
41

095331-0007-11830-Active.11782550

(b) The Defaulted Amount may be deducted from any distribution of 

Temporary Investment Income, Investment Proceeds and liquidating distributions that 

such Defaulting Partner would otherwise receive. 

(c) In the event that any Partner defaults in making a Capital 

Contribution to the Partnership, the General Partner may require all of the NonDefaulting Partners (other than UST) to increase their Capital Contributions by an 

aggregate amount equal to the Defaulted Amount. For the avoidance of doubt, UST 

shall not be required to increase its Capital Contributions in respect of any Defaulted 

Amount. 

(d) Each Partner acknowledges by its execution hereof that it has been 

admitted to the Partnership in reliance upon its agreements under this Section 7.3 (as 

well as the other provisions of this Agreement), that the General Partner and the 

Partnership may have no adequate remedy at law for a breach hereof and that 

damages resulting from a breach hereof may be impossible to ascertain at the time 

hereof or of such breach. It is specifically agreed that any amount due to be paid, 

forfeited or otherwise deducted from any amount otherwise due to be paid to any 

Partner, or any abrogation of rights in respect of allocations, distributions or 

withdrawals, due to be made pursuant to the provisions of this Article VII constitutes 

a specified penalty or consequence permitted by Section 17-306 of the Act. 

Notwithstanding the foregoing, to the fullest extent not prohibited by law, each of the 

General Partner and the Partnership hereby waives any action, remedy and/or 

recovery against UST for any failure to fund any Capital Contribution or any other 

payment required to be made by UST hereunder other than the remedies set forth in 

Section 7.3(b). 

(e) In the event any Partner (other than UST) becomes a Defaulting 

Partner, the General Partner shall have the right in its sole discretion to take any one, 

a combination or all of the following actions: (i) cause such Defaulting Partner to 

forfeit to the other Partners as recompense for damages suffered, and, in addition to 

any deductions from distributions pursuant to Section 7.3(b), the Partnership may 

withhold (for the account of such Partners), all or any portion of distributions of 

Investment Proceeds or Temporary Investment Income that such Partner would 

otherwise receive, except to the extent of Investment Proceeds or Temporary 

Investment Income constituting a return of Capital Contributions made by such 

Defaulting Partner less any expenses, deductions or losses allocated to such 

Defaulting Partner, (ii) assess a fifty percent (50%) reduction, or such other greater or 

lesser reduction as permitted by applicable law, to the Capital Account of such 

Defaulting Partner, (iii) reduce or cancel the available Capital Commitment of the 

Defaulting Partner on such terms as the General Partner determines in its discretion 

(which may include leaving such Defaulting Partner obligated to make Capital 

Contributions with respect to Partnership Expenses); provided that the Capital

Commitment of UST shall be reduced to the extent necessary to comply with Section 

3.1(g) and (iv) institute proceedings against the Defaulting Partner to recover any 

unrecouped Defaulted Amount. Any amounts withheld from the Defaulting Partner 

by the Partnership pursuant to clause (i) above shall be allocated and distributed to the 
42

095331-0007-11830-Active.11782550

other Partners (other than UST) (A) in proportion to their respective Percentage 

Interests attributable to the Investment or Temporary Investment giving rise to such 

distribution, or (B) if such distribution is not attributable to an Investment or 

Temporary Investment, in proportion to their respective proportionate interests in the 

Partnership property or funds that produced such proceeds, as reasonably determined 

by the General Partner, or (C) in the case of a distribution upon dissolution, in 

proportion to the final distributions to them pursuant to Section 8.3. Any reductions 

in the Capital Accounts pursuant to clause (ii) above shall be allocated among the 

non-defaulting Partners (other than UST) that made Capital Contributions in respect 

of such Investment or Temporary Investment in proportion to such Capital 

Contribution. The Capital Accounts of the Partners shall be adjusted pursuant to 

Article IX to take account of changes to the Partners' Capital Accounts pursuant to 

this Section 7.3(e).

(f) The General Partner shall have the right in its sole discretion to 

prohibit a Defaulting Partner from making any further Capital Contributions 

(including any Capital Contributions to be applied toward the Investment or 

Temporary Investment, if any, with respect to which such Defaulting Partner initially 

defaulted) to the Partnership with respect to any Investment or Temporary 

Investment. Each such Defaulting Partner shall remain fully liable to the Partnership 

for its obligations hereunder, to the extent provided by law and subject to the 

limitations of this Agreement, as if such default had not occurred and shall be 

responsible for all expenses related to its default.

(g) The General Partner shall have full power, in its sole discretion,

without prejudice to any other rights or remedies the General Partner or the 

Partnership may have to require a Defaulting Partner (other than UST) to sell to the 

other Partners (other than Defaulting Partners) who wish to purchase, on a pro rata

basis based on their respective Capital Commitments, such Defaulting Partner's 

Interest at a purchase price equal to the lesser of (x) the original cost of such 

Defaulting Partner's Interest and (y) such price as the General Partner determines in 

its discretion is fair and reasonable under the circumstances. For the avoidance of 

doubt, any sales and purchases of Interests pursuant to this Section 7.3(g) shall be 

subject to the transfer restrictions of Section 7.2, including, without limitation, the 

requirement of prior written consent from UST.

(h) The remedies set forth in this Section 7.3 shall not be exclusive of 

any other remedy which the Partnership or the Partners may have at law or in equity 

or under this Agreement against a Defaulting Partner (other than UST).

7.4. Further Actions. The General Partner shall, without the consent of any 

Limited Partner, cause this Agreement to be amended to reflect as appropriate the occurrence of 

any of the transactions referred to in this Article VII as promptly as is practicable after such 

occurrence.

7.5. Admissions and Withdrawals Generally. Except as expressly provided in 

this Agreement, no Partner shall have the right to withdraw from the Partnership or to withdraw 
43

095331-0007-11830-Active.11782550

any part of its Capital Account and no additional Partner may be admitted to the Partnership. 

The names and addresses of all Persons admitted as Partners and their status as General Partner 

or a Limited Partner shall be maintained in the records of the Partnership. 

ARTICLE VIII

Term and Dissolution of the Partnership

8.1. Term. (a) The term of the Partnership commenced on the date of filing of 

record of the Certificate of Limited Partnership in the office of the Secretary of State of the State 

of Delaware pursuant to the Act and shall continue until the Partnership is dissolved, which 

dissolution shall occur upon the first of any of the following events (each an “Event of 

Dissolution”):

(i) The close of business on the eight-year anniversary of the 

Closing Date; provided that, unless the Partnership is sooner dissolved, the 

General Partner in its discretion may with the prior written consent of UST 

extend the term of the Partnership for consecutive periods of up to oneyear each up to a maximum of two (2) years;

(ii) The occurrence of a Disabling Event with respect to the 

General Partner or any other event that causes the General Partner to cease 

to be general partner of the Partnership under the Act; provided that the 

Partnership shall not be dissolved if (x) at the time of the occurrence of 

such event there is at least one remaining general partner of the 

Partnership who is hereby authorized to and does carry on the business of 

the Partnership or (y) within ninety (90) calendar days after such event, 

UST agrees in writing to continue the business of the Partnership and to 

the admission, effective as of the date of such event, of a successor general 

partner which is hereby authorized to continue the Partnership without 

dissolution and shall be deemed to have agreed to convert the interest of 

the disabled General Partner in the manner specified in Section 7.1(d);

(iii) After the expiration or termination of the Investment Period, 

upon the sale, disposition or liquidation of all of the Investments and 

Temporary Investments;

(iv) The determination of the General Partner in good faith that 

such earlier dissolution and termination is necessary or advisable because 

there has been a change in any applicable law, regulation, rule or 

governmental order (including the promulgation or modification of 

judicial, legal or regulatory interpretation of any law, regulation or 

governmental order) that would materially adversely impact (A) the 

General Partner or its Affiliates (other than, for the avoidance of doubt, 

changes in law related to “carried interest,” which adversely affect the 

U.S. federal, state or local tax treatment of distributions of “carried 

interest” or other incentive compensation to the General Partner and its 
44

095331-0007-11830-Active.11782550

Affiliates or their direct or indirect owners from the Private Vehicles) or 

(B) at least a Majority in Interest of the Private Investors or their 

Affiliates, as a result of their management of, or participation in, the 

Partnership, as applicable; 

(v) The entry of a decree of judicial dissolution of the Partnership 

under Section 17-802 of the Act; or

(vi) At any time that there are no limited partners of the 

Partnership, unless the business of the Partnership is continued in 

accordance with the Act.

(b) For the avoidance of doubt, subject to the provisions of Section 

3.1(a), the obligation of Partners to make Capital Contributions (i) for Investments 

with respect to which the Partnership (or the General Partner or one or more of its 

Affiliates on behalf of the Partnership) has entered into a legally binding obligation to 

invest prior to an Event of Dissolution and (ii) for the Partnership’s obligations under 

any Partnership Indebtedness outstanding prior to an Event of Dissolution, shall 

survive such Event of Dissolution.

8.2. Winding-up. Upon the occurrence of an Event of Dissolution, the 

Partnership shall be wound up and liquidated. The General Partner or, if there is no general 

partner or the dissolution results from the occurrence of a Disabling Event, a liquidator appointed 

by UST, shall proceed with the Dissolution Sale and the Final Distribution. In the event that a 

liquidator other than the General Partner is appointed pursuant to the preceding sentence, the 

Partnership shall no longer pay the UST Management Fee to the General Partner pursuant to 

Section 6.2. In the Dissolution Sale, the General Partner or such liquidator shall use its 

reasonable best efforts to reduce to cash and cash equivalent items such assets of the Partnership 

as the General Partner or such liquidator shall deem it advisable to sell, subject to obtaining fair

value for such assets and any tax, legal, contractual, market or other considerations, over such 

time as is reasonably necessary to settle gradually and close the Partnership’s business under the 

circumstances then applicable to the Partnership.

8.3. Final Distribution. During and after the Dissolution Sale, the proceeds 

thereof and the other assets of the Partnership shall be distributed in one or more installments in 

the following order of priority:

(a) To satisfy all creditors of the Partnership (including the payment 

of expenses of the winding-up, liquidation and dissolution of the Partnership), 

including Partners who are creditors of the Partnership, to the extent otherwise 

permitted by law, either by the payment thereof or the making of reasonable provision 

therefor (including the establishment of reserves, in amounts established by the 

General Partner or such liquidator); and

(b) The remaining proceeds, if any, plus any remaining assets of the 

Partnership, shall be applied and distributed to the Partners in accordance with the 

positive balances of the Partners’ Capital Accounts, as determined after taking into 
45

095331-0007-11830-Active.11782550

account all adjustments to Capital Accounts for the Partnership taxable year during 

which the liquidation occurs, by the end of such taxable year or, if later, within ninety 

(90) calendar days after the date of such liquidation; provided that liquidating 

distributions shall be made in the same manner and amounts as distributions under 

Section 3.5 if such distributions would result in the Partners receiving a different 

amount than would have been received pursuant to a liquidating distribution based on 

Capital Account balances. For purposes of the application of this Section 8.3 and 

determining Capital Accounts on liquidation, all unrealized gains, losses, accrued 

income, deductions and credits of the Partnership shall be treated as realized and 

recognized immediately before the date of distribution.

8.4. Noteholder Clawback. If as of the Clawback Determination Date, 

distributions of UST Warrant Proceeds to the Noteholder have been made with respect to any 

Partner and the aggregate distributions of UST Warrant Proceeds with respect to such Partner 

exceed the product of (i) the Warrant Percentage and (ii) the sum of (A) the Cumulative Net 

Distributions with respect to such Partner and (B) the aggregate distributions of UST Warrant

Proceeds to the Noteholder with respect to such Partner (such excess, the “Clawback Amount”), 

determined after giving effect to all transactions through the Clawback Determination Date, then 

the Noteholder shall be obligated to return the Adjusted Clawback Amount promptly to the 

Partnership first, out of payments from such Partner’s sub-account in the Escrow Account under 

Section 3.6, second, out of any unused amount in any other Partner’s sub-account in the Escrow 

Account (calculated, for the avoidance of doubt, after applying the provisions of this Section 8.4 

to such other Partner) and thereafter, to the extent there is any remaining balance payable to such 

Partner, out of payments made directly to the Partnership by the Noteholder. The payment of 

such amount to the Partnership shall constitute full satisfaction by the Noteholder of its 

obligation under this Section 8.4 in respect of such Partner. Subject to the Act and Section 

7.3(e), the Partnership shall distribute any amount so returned to such Limited Partner.

ARTICLE IX

Capital Accounts and Allocations of Profits and Losses

9.1. Capital Accounts. (a) A separate capital account (the “Capital Account”) 

shall be established and maintained for each Partner. The Capital Account of each Partner shall 

be credited with such Partner’s Capital Contributions (for the avoidance of doubt, net of 

liabilities assumed by the Partnership and the liabilities to which such property is subject), all 

Profits allocated to such Partner pursuant to Section 9.2 and any items of income, gain or credit 

which are specially allocated pursuant to Section 9.3 or otherwise pursuant to this Agreement; 

and shall be debited with all Losses allocated to such Partner pursuant to Section 9.2, any items 

of loss, deduction or credit of the Partnership specially allocated to such Partner pursuant to 

Section 9.3 or otherwise pursuant to this Agreement, and all cash and the Carrying Value of any 

property (net of liabilities assumed by such Partner and the liabilities to which such property is 

subject) distributed by the Partnership to such Partner. To the extent not provided for in the 

preceding sentence, the Capital Accounts of the Partners shall be adjusted and maintained in 

accordance with the rules of United States Treasury Regulations Section 1.704-1(b)(2)(iv), as the 

same may be amended or revised; provided that such adjustment and maintenance does not have 
46

095331-0007-11830-Active.11782550

a material adverse effect on the economic interests of the Partners. Any references in any section 

of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital 

Account as the same may be credited or debited from time to time as set forth above. In the 

event of any transfer of any Interest in the Partnership in accordance with the terms of this 

Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it 

relates to the transferred Interest.

(b) Except as provided in Section 8.4, no Partner shall be required to 

pay to the Partnership or to any other Person the amount of any negative balance 

which may exist from time to time in such Partner’s Capital Account, including at the 

time of liquidation of the Partnership.

9.2. Allocations of Profits and Losses. Except as otherwise provided in this 

Agreement, Profits, Losses and, to the extent necessary, individual items of income, gain, loss, 

deduction and credit of the Partnership shall be allocated among the Capital Accounts of the 

Partners in a manner that as closely as possible gives economic effect to the provisions of 

Articles III and VIII and the other relevant provisions of this Agreement.

9.3. Special Allocation Provisions. Notwithstanding any other provision in this 

Article IX:

(a) Minimum Gain Chargeback. If there is a net decrease in 

Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined 

in accordance with the principles of United States Treasury Regulations Sections 

1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners shall be 

specially allocated items of Partnership income and gain for such year (and, if 

necessary, subsequent years) in an amount equal to their respective shares of such net 

decrease during such year, determined pursuant to United States Treasury 

Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall 

be determined in accordance with United States Treasury Regulations Section 1.704-

2(f). This Section 9.3(a) is intended to comply with the minimum gain chargeback 

requirements in such United States Treasury Regulations Sections and shall be 

interpreted consistently therewith; including that no chargeback shall be required to 

the extent of the exceptions provided in United States Treasury Regulations Sections 

1.704-2(f) and 1.704-2(i)(4).

(b) Qualified Income Offset. In the event any Partner unexpectedly 

receives any adjustments, allocations, or distributions described in United States 

Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership 

income and gain shall be specially allocated to such Limited Partner in an amount and 

manner sufficient to eliminate the Adjusted Capital Account Deficit of the Partner as 

quickly as possible; provided that an allocation pursuant to this Section 9.3(b) shall be 

made only to the extent that a Partner would have a deficit balance in its Adjusted 

Capital Account in excess of such sum after all other allocations provided for in this 

Article IX have been tentatively made as if this Section 9.3(b) were not in this 

Agreement. This Section 9.3(b) is intended to qualify with the “qualified income

offset” requirement of the United States Treasury Regulations.
47

095331-0007-11830-Active.11782550

(c) Gross Income Allocation. In the event any Limited Partner has a 

deficit Capital Account at the end of any taxable year of the Partnership which is in 

excess of the sum of (i) the amount such Partner is obligated to restore, if any, 

pursuant to any provision of this Agreement, and (ii) the amount such Partner is 

deemed to be obligated to restore pursuant to the penultimate sentences of United 

States Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such 

Limited Partner shall be specially allocated items of Partnership income and gain in 

the amount of such excess as quickly as possible; provided that an allocation pursuant

to this Section 9.3(c) shall be made only if and to the extent that a Limited Partner 

would have a deficit Capital Account in excess of such sum after all other allocations 

provided for in this Article IX have been tentatively made as if Section 9.3(b) and this 

Section 9.3(c) were not in this Agreement.

(d) Nonrecourse Deductions. Nonrecourse Deductions shall be 

allocated to the Partners in accordance with their respective Capital Contributions.

(e) Partner Nonrecourse Deductions. Partner Nonrecourse 

Deductions for any taxable period shall be allocated to the Partner who bears the 

economic risk of loss with respect to the liability to which such Partner Nonrecourse 

Deductions are attributable in accordance with United States Treasury Regulations 

Section 1.704-2(j).

(f) Special Allocation. Any special allocation of income or gain 

pursuant to Section 9.3(b) or (c) hereof shall be taken into account in computing 

subsequent allocations pursuant to Section 9.2 and this Section 9.3(f), so that the net 

amount of any items so allocated and all other items allocated to each Partner shall, to 

the extent possible, be equal to the net amount that would have been allocated to each 

Partner if such allocations pursuant to Section 9.3(b) or (c) had not occurred.

(g) UST Management Fee Expense. UST Management Fee expense 

shall be allocated solely to UST.

9.4. Tax Allocations. For income tax purposes only, each item of income, gain, 

loss, deduction and credit of the Partnership shall be allocated among the Partners in the same 

manner as the corresponding items of Profits and Losses and specially allocated items are 

allocated for Capital Account purposes; provided that in the case of any Partnership asset the 

Carrying Value of which differs from its adjusted tax basis for United States federal income tax 

purposes, income, gain, loss, deduction and credit with respect to such asset shall be allocated 

solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the 

Code (in any manner determined by the General Partner) so as to take account of the difference 

between Carrying Value and adjusted basis of such asset. Notwithstanding the foregoing, the 

General Partner may make such allocations as it deems reasonably necessary to give economic 

effect to the provisions of this Agreement, taking into account such facts and circumstances as it

deems reasonably necessary for this purpose.

9.5. Other Allocation Provisions. The foregoing provisions and the other 

provisions of this Agreement relating to the maintenance of Capital Accounts are intended to 
48

095331-0007-11830-Active.11782550

comply with United States Treasury Regulations promulgated under Section 704 of the Code and 

shall be interpreted and applied in a manner consistent with such regulations. All matters 

concerning the computation of Capital Accounts, the allocation of Profit (and items thereof) and 

Loss (and items thereof), the allocation of items of Partnership income, gain, loss, deduction and 

credit for tax purposes, the making of any elections and the adoption of any accounting 

procedures not expressly provided for by the terms of this Agreement shall be determined by the 

General Partner in its reasonable discretion.

9.6. Tax Advances. To the extent the General Partner reasonably determines 

that the Partnership (or any entity in which the Partnership holds an interest) is required by law 

to withhold or to make tax payments on behalf of or with respect to any Partner (other than UST) 

(e.g., backup withholding taxes) (“Tax Advances”), the General Partner may withhold or escrow 

such amounts and make such tax payments as so required. All Tax Advances made on behalf of 

a Partner (other than UST) shall, at the option of the General Partner, (i) be promptly paid to the 

Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by 

reducing the amount of the current or next succeeding distribution or distributions which would 

otherwise have been made to such Partner or, if such distributions are not sufficient for that 

purpose, by so reducing the proceeds of liquidation of the Partnership otherwise payable to such 

Partner. Whenever the General Partner selects option (ii) pursuant to the preceding sentence for 

repayment of a Tax Advance by a Partner (other than UST), for all other purposes of this 

Agreement such Partner shall be treated as having received all distributions (whether before or 

upon liquidation of the Partnership) unreduced by the amount of such Tax Advance. To the 

fullest extent permitted by law, each Partner (other than UST) hereby agrees to indemnify and 

hold harmless the Partnership and the other Partners from and against any liability (including, 

without limitation, any liability for taxes, penalties, additions to tax or interest) with respect to 

income attributable to or distributions or other payments to such Partner. In the event the 

Partnership is liquidated and a liability is asserted by a governmental authority against the 

General Partner or any member or officer of the General Partner for Tax Advances made or 

required to be made, the General Partner shall have the right to be reimbursed from the Limited 

Partner (other than UST) on whose behalf such Tax Advance was made or required to be made. 

ARTICLE X

Representations, Warranties and Covenants

10.1. Representations, Warranties and Covenants of the General Partner. (a) 

The General Partner hereby represents, warrants and covenants to the other Partners that: 

(i) The Partnership is a limited partnership duly formed, validly 

existing and in good standing under the Act, and has the partnership power 

and authority to own its properties and carry on its business as described 

in this Agreement. The General Partner is duly formed, validly existing 

and in good standing under the laws of the jurisdiction of its formation or 

incorporation, as applicable, and has the power and authority to execute 

and deliver this Agreement and to perform its obligations hereunder. 
49

095331-0007-11830-Active.11782550

(ii) Each of the Partnership and the General Partner is duly 

qualified under the laws of each jurisdiction where its ownership, lease or 

operation of property or the conduct of its business requires such 

qualification, except where the failure to be so qualified could not have a 

material adverse effect on its business, operations, financial condition,

properties or assets taken as a whole or its ability to perform its 

obligations under this Agreement.

(iii) This Agreement has been duly executed and delivered by the 

General Partner and, assuming the due authorization, execution and 

delivery of this Agreement by one or more Limited Partners, is a valid and 

legally binding obligation of the General Partner, enforceable against it in 

accordance with its terms. The representations set forth in this paragraph 

are subject to the effects of bankruptcy, insolvency, fraudulent

conveyance, reorganization, moratorium and other similar laws relating to 

or affecting creditors’ rights generally, general equitable principles 

(whether considered in a proceeding in equity or at law) and an implied 

covenant of good faith and fair dealing.

(iv) It is not required in connection with the offer, issuance, sale 

or delivery to the Limited Partners of the Interests to register the Interests 

under the Securities Act, or to qualify, or register the Interests under any 

applicable state securities laws other than through ordinary course “blue 

sky” filings. 

(v) The Partnership is not required to register as an “investment

company” under the 1940 Act. 

(vi) For United States federal income tax purposes, subject to a 

change in applicable law, the Partnership will be treated as a partnership 

and not as an association taxable as a corporation within the meaning of 

the Code. 

(vii) The Interests acquired by the Limited Partners pursuant to 

this Agreement represent duly and validly issued Interests in the 

Partnership, and each limited partner is a Limited Partner under this 

Agreement and the Act. 

(viii) The execution and delivery by the General Partner of this 

Agreement and the performance by the General Partner of its obligations 

hereunder have been duly authorized by all necessary action of the 

General Partner and do not contravene (A) the constituent and governing 

documents and agreements of the General Partner or (B) any law, rule or 

regulation applicable to the General Partner or the Partnership. 

(ix) The execution and delivery of this Agreement by the General 

Partner and the performance by the General Partner of its duties and 
50

095331-0007-11830-Active.11782550

obligations hereunder do not result in a breach of any of the terms, 

conditions or provisions of, or constitute a default under, any indenture, 

mortgage, deed of trust, credit agreement, note or other evidence of 

indebtedness, or any lease or other agreement or understanding, or any 

license, permit, franchise or certificate, to which the General Partner or 

any of its Affiliates is a party or by which it or any Affiliate is bound or to 

which its or any Affiliate’s properties are subject, or require any 

authorization or approval under or pursuant to any of the foregoing which 

has not been obtained, or violate any statute, regulation, law, order, writ, 

injunction, judgment or decree to which the General Partner or its 

Affiliates is subject, except where such breach, default, lack of 

authorization or approval or violation could not have a material adverse 

effect on its business, operations, financial condition, properties or assets 

taken as a whole or its ability to perform its obligations under this 

Agreement.

(x) Except as set forth in detail on Schedule C, no consent, 

approval or authorization of, or filing, registration or qualification with,

any court, governmental authority or any other Person on the part of the 

General Partner or any of its Affiliates is required for the execution and 

delivery of this Agreement by the General Partner, the performance of the 

General Partner’s obligations and duties hereunder, or, other than ordinary 

course filings required under federal, state or non-U.S. securities laws, the 

issuance of Interests in the Partnership as contemplated hereby.

(xi) Except as set forth in detail on Schedule C, none of the 

General Partner or any of its Affiliates is in default (nor has any event 

occurred which with notice, lapse of time, or both, would constitute a 

default) in the performance of any obligation, agreement, indenture, 

mortgage, deed of trust, credit agreement, note or other evidence of 

indebtedness or any lease or other agreement or understanding, or any 

license, permit, franchise or certificate, to which the General Partner or its 

Affiliates is a party or by which any is bound or to which the properties of 

any of them are subject (A) that could materially impair the General 

Partner’s ability to carry out its obligations under this Agreement or (B) 

where the United States is the lender or counterparty.

(xii) Except as set forth in detail on Schedule C, none of the 

General Partner or any of its Affiliates or any Key Person has been 

convicted of a violation of or found by any governmental authority to be 

in violation of or in non-compliance with any statute, regulation, law,

order, writ, injunction, judgment or decree to which the General Partner or 

its Affiliates or any Key Person is subject nor is the General Partner or any 

of its Affiliates or any Key Person in violation of any statute, regulation,

law, order, writ, injunction, judgment or decree to which any of them is 

subject, which violation or non-compliance could materially adversely 

affect the business or financial condition of the General Partner or any of 
51

095331-0007-11830-Active.11782550

its Affiliates or impair the General Partner’s ability to carry out its 

obligations under this Agreement.

(xiii) Except as set forth in detail on Schedule C, there is no legal 

action, suit, arbitration or administrative or governmental investigation, 

inquiry or proceeding (whether federal, state, local or non-U.S.) pending 

or, to the General Partner’s knowledge, threatened against the General 

Partner, any of its Affiliates or any of their respective properties, assets or 

businesses or any Key Person that may reasonably be expected to have a 

material adverse effect on the General Partner or any of its Affiliates. 

(xiv) Except as set forth in detail on Schedule C, during the 

preceding ten (10) years, none of the General Partner, its Affiliates or any 

Relevant Person has (A) been the subject of any actual action, suit, 

arbitration, legal, administrative or other governmental investigation,

inquiry or proceeding (whether federal, state or foreign) that claims or 

alleges on the part of such Person or entity, fraud, misrepresentation, 

willful misconduct, breach of fiduciary duty or violation of any federal or 

state securities law, rule or regulation or any federal or state law, rule or 

regulation enacted for the protection of banks, thrift institutions, insurance 

companies or other financial institutions or (B) settled any actual or 

threatened action, suit, arbitration, legal, administrative or other 

governmental investigation, inquiry or proceeding (whether federal, state, 

local or foreign) of the type described in the immediately preceding clause 

(A).

(xv) Except as set forth in detail on Schedule C, there have been 

no material consents, filings, notices or correspondence with or to federal, 

state, local, foreign or multi-national governmental or self-regulatory 

agencies for the past three (3) years relating to any action or proceeding, 

allegation or claim that the General Partner, any of its Affiliates or any of 

the Key Persons has violated in any material respect any law, regulation,

statute or other requirement of any such agency.

(xvi) Except as set forth in detail on Schedule C, none of the 

General Partner, any of its Affiliates or any of the Key Persons is subject 

to any court judgment or other cease-and-desist or other order issued by, 

or been a party to any written agreement, consent agreement or 

memorandum of understanding with, any self-regulatory organization or 

government entity, that would reasonably be expected to adversely affect 

or otherwise restrict the General Partner’s ability to carry out its 

obligations under this Agreement.

(xvii) Except as set forth in detail on Schedule C, none of the 

General Partner, any of its Affiliates, any Key Person or, to the General 

Partner’s knowledge, any of its Identified Owners has, other than, with 

respect to clause (B), in connection with the fund manager pre-
52

095331-0007-11830-Active.11782550

qualification process conducted by UST, (A) made any payment (other 

than legally permissible political contributions) to any official of the 

United States, including, without limitation, any employee of UST, (B) 

lobbied, or otherwise attempted to directly influence the decisions of, any 

official of the United States, including, without limitation, any employee 

of UST or (C) had ex parte communication with, or made political 

contributions to, any official of the United States, including, without 

limitation, any employee of UST, in each case in order to cause such 

official or employee to advocate on behalf of or otherwise facilitate the 

selection of the General Partner or its Affiliates as a sponsor of a PPIF.

(xviii) Except as set forth in detail on Schedule C, none of the 

General Partner, any of its Affiliates, any Key Person or, to the General 

Partner’s knowledge, any of its Identified Owners has paid or agreed to 

pay any brokerage fees, finder’s fees or other similar fees or commissions 

to any Person in connection with UST’s purchase of Interests in the 

Partnership or otherwise in connection with the PPIP.

(xix) Except as set forth in detail on Schedule C, no Person is 

entitled, or, to the General Partner’s knowledge, intends to claim that it is 

entitled, to receive any brokerage fees, finder’s fees or other similar fees 

or commissions in connection with UST’s purchase of Interests in the 

Partnership or otherwise in connection with the PPIP based on any action 

taken by or on behalf of the General Partner, its Affiliates, any Key Person 

or any of their respective representatives.

(xx) Except as set forth in detail on Schedule C, during the 

preceding ten (10) years, there have been no state securities commission,

SEC, NYSE or other stock exchange actions or proceedings against or 

involving the General Partner, any of its Affiliates or any of the Key 

Persons or any material exemptive orders or no-action letters issued by the 

SEC, the NYSE or other stock exchange or similar types of relief obtained 

from other governmental or self-regulatory organizations.

(xxi) Except as set forth in detail on Schedule C, there is no 

material current, pending or, to the General Partner’s knowledge, 

threatened litigation against the General Partner, any of its Affiliates or 

any Key Person; provided that this representation shall not apply to any 

civil litigation principally related to a Key Person’s personal life other 

than any litigation involving moral turpitude, dishonesty, breach of trust or 

fiduciary duty or any other litigation that would reasonably be expected to 

interfere with a Key Person’s ability to perform its obligations in 

connection with the activities of the Partnership.

(xxii) None of the General Partner, its Affiliates, the Key Persons 

or, to the best of the General Partner’s knowledge, any of the Identified 

Owners has (A) made any payments to any Person in violation of the U.S. 
53

095331-0007-11830-Active.11782550

Foreign Corrupt Practices Act (as amended from time to time), (B) been 

party to any transaction with any Person who (I) appears on the Specially 

Designated Nationals and Blocked Persons List of the Office of Foreign 

Assets Control of the United States Department of the Treasury 

(“OFAC”), (II) is a Person with which a transaction is prohibited by the 

USA PATRIOT Act, the Trading with the Enemy Act or the foreign asset 

control regulations of the United States Department of the Treasury, in 

each case as amended from time to time, (III) is a Person known by the 

General Partner or any of its Affiliates (after reasonable inquiry) to be 

controlled by any Person described in the foregoing items (I) or (II) (with 

ownership of 10% or more of outstanding voting securities being 

presumptively a control position) or (IV) is a Person having its principal 

place of business, or the majority of its business operations (measured by 

revenues), located in any country covered in the foregoing item (II). 

(xxiii) Except as set forth in detail on Schedule C, the Related RIA 

has registered as an investment advisor under the Advisers Act and will 

maintain such registration as an investment advisor during the term of the 

Partnership. 

(xxiv) None of the General Partner, its Affiliates, any of the Key 

Persons, any of the Identified Owners or any of the directors, officers or 

employees of the General Partner or of any beneficial owner of a majority 

of the equity interests in any Private Vehicle, or to the best of the General 

Partner’s knowledge, any other of its beneficial owners or any of their 

directors, officers or employees appear on the Specially Designated 

Nationals and Blocked Persons List of OFAC, nor are they otherwise a 

party with which UST is prohibited to deal under the laws of the United 

States. 

(xxv) The Partnership does not have any “employees” (as such 

term is defined in the Interim Final Rule).

(xxvi) (A) The monies used to fund the investment in the 

Partnership by the General Partner and its Affiliates (including the Private 

Vehicles) are not derived from, invested for the benefit of, or related in 

any way to, the governments of, or Persons within, any country (I) under a 

U.S. embargo enforced by OFAC, (II) that has been designated as a “noncooperative country or territory” by the Financial Action Task Force on 

Money Laundering or (III) that has been designated by the U.S. Secretary 

of the Treasury as a “primary money laundering concern.”

(B) Except as set forth in detail on Schedule C, the General Partner has (I) 

conducted thorough due diligence with respect to all of its beneficial owners, its 

directors, officers and employees, the directors, officers and employees of any beneficial 

owner of a majority of the equity interests in the General Partner, the beneficial owners of 

the Private Vehicles (other than the beneficial owners of Private Vehicles or Feeder 
54

095331-0007-11830-Active.11782550

Vehicles the interests in which are registered under the Securities Act), each Private 

Vehicle’s directors, officers and employees and the directors, officers and employees of 

any beneficial owner of a majority of the equity interests in any Private Vehicle (other 

than the beneficial owners of Private Vehicles or Feeder Vehicles the interests in which 

are registered under the Securities Act), (II) established the identities of all such Persons 

and the source of each of the beneficial owner’s funds and (III) retained evidence of any 

such identities, any such source of funds and any such due diligence. 

(C) The General Partner does not know or have any reason to suspect that (I) the 

monies used to fund the General Partner’s and its Affiliates’ (including the Private 

Vehicles’) purchase of Interests in the Partnership have been or will be derived from or 

related to any illegal activities, including but not limited to, money laundering activities 

and (II) the proceeds to the General Partner and its Affiliates (including the Private 

Vehicles) from their investment in the Partnership will be used to finance any illegal 

activities.

(xxvii) Except as set forth in detail on Schedule C, each of the 

General Partner and its Affiliates (A) has duly filed with the appropriate 

federal, state, local and foreign taxing authorities all material income tax 

returns required to be filed by, or with respect to, it and such returns are 

true, correct and complete in all material respects and (B) has paid in full, 

or has made adequate provision in its financial statements for, all material 

taxes of such entity shown to be due on such returns. None of the General 

Partner or any of its Affiliates has received any written notice of 

deficiency or assessment from any federal, state, local or foreign taxing 

authority with respect to material liabilities for taxes of such entity which 

has not been fully paid or finally settled, except any taxes the amount or 

validity of which are currently being contested in good faith, and has any 

knowledge of any intention by such taxing authority to issue such a notice 

to any such entity. For the purposes of this paragraph, the terms “tax” and 

“taxes” shall include all federal, state, local and foreign taxes, 

assessments, duties, tariffs, registration fees, and other governmental 

charges including without limitation all income, franchise, property, 

production, sales, use, payroll, license, windfall profits, severance, 

withholding, excise, gross receipts and other taxes, as well as any interest, 

additions or penalties relating thereto and any interest in respect of such 

additions or penalties and any other debt obligation owed to the United 

States and “returns” shall include all information returns or reports.

(xxviii) Except as set forth in detail on Schedule C, the General 

Partner is not aware of any factor or information that could reasonably be 

expected to (A) materially and adversely affect the General Partner’s 

ability to carry out its obligations under this Agreement or (B) adversely 

affect the reputational interest of UST. 

(xxix) The definition of “Identified Owners” on Schedule A sets 

forth (i) the PPIF Applicant, (ii) each Person that holds 5% or more of the 
55

095331-0007-11830-Active.11782550

outstanding equity interests in the General Partner or the PPIF Applicant 

and (iii) in the event any Person described in clause (ii) has been formed 

for the purpose of indirectly investing in the General Partner or the PPIF 

Applicant (for purposes of the term “Identified Owners”, any Person (A) 

with 40% or more of its assets directly or indirectly invested in the 

General Partner or the PPIF Applicant or (B) whose owners are able to 

decide individually whether to indirectly participate, or the extent of their 

indirect participation, in the General Partner or the PPIF Applicant, shall 

be considered to be formed for the purpose of indirectly investing in the 

General Partner or the PPIF Applicant), any Person that holds 5% or more 

of the outstanding equity interests in such Person described in clause (i); 

provided that in the event any Person described in clause (iii) has been 

formed for the purpose of indirectly investing in the Partnership, an 

“Identified Owner” shall also include any Person that holds 5% or more of 

the outstanding equity interests in such Person; and provided, further, that 

the foregoing test shall be applied until no such Person has been formed 

for the purpose of indirectly investing in the General Partner or the PPIF 

Applicant. The definition of “Identified Owners” may also include other 

Persons listed on Schedule A.

(xxx) The definition of “Carry Recipients” on Schedule A sets 

forth (i) each Person that is entitled to a direct interest in one or more 

entities that are entitled to receive any carried interest or other profits 

interest or incentive compensation from a Private Vehicle or Feeder 

Vehicle representing, in the aggregate, 5% or more of such carried interest 

or other profits interest or incentive compensation and (ii) in the event any 

Person described in clause (i) has been formed for the purpose of holding 

an interest in one or more Carry Recipients (for purposes of the term 

“Carry Recipient”, any Person (A) with 40% or more of its assets directly 

or indirectly invested in the Carry Recipient or (B) whose owners are able 

to decide individually whether to indirectly participate, or the extent of 

their indirect participation, in the Carry Recipient, shall be considered to 

be formed for the purpose of indirectly investing in the Carry Recipient), 

each Person that is entitled to a direct interest in such Person representing,

in the aggregate with such Person’s direct interest in any other Carry 

Recipient, 5% or more of such carried interest or other profits interest or 

incentive compensation; provided that in the event any Person described in 

clause (ii) has been formed for the purpose of indirectly holding an interest 

in one or more Carry Recipients, “Carry Recipient” shall also include any 

Person that has been formed for the purpose of indirectly holding an 

interest in such Person representing, in the aggregate with such Person’s 

direct interest in any other Carry Recipient, 5% or more of such carried 

interest or other profits interest or incentive compensation; and provided, 

further, that the foregoing test shall be applied until no such Person has 

been formed for the purpose of indirectly holding an interest in one or 

more Carry Recipients representing, in the aggregate with such Person’s 
56

095331-0007-11830-Active.11782550

direct interest in any other Carry Recipient, 5% or more of such carried 

interest or other profits interest or incentive compensation.

(xxxi) The definition of “General Partner Group” on Schedule A

sets forth the name of the General Partner, each Subadvisor and any of 

their respective Affiliates that manage Eligible Assets or otherwise act as 

the controlling person or source of investment opportunities for any 

investment vehicle or account that invests in Eligible Assets.

(xxxii) The definition of “Subadvisors” on Schedule A sets forth 

the name of each third party (A) with a direct or indirect ownership 

interest in the General Partner or any Carry Recipient that will be involved 

in the management of the Partnership’s Investments and will be entitled to 

receive confidential information regarding the Partnership’s proposed or 

actual Investments and/or (B) that manages Eligible Assets of the 

Partnership on a discretionary basis. 

(xxxiii) None of the General Partner, any of its Affiliates or any of 

their respective directors, officers, employees, agents or representatives 

has discussed the terms of this Agreement with the manager or general 

partner of any other PPIF, their respective Affiliates or any of their 

respective directors, officers, employees, agents or representatives 

(excluding third party service providers who may, through the normal 

course of their business, represent or advise managers or general partners 

of other PPIFs), except to the extent such terms have been publicly 

disclosed by UST, SIGTARP or the GAO; provided that the foregoing 

shall not apply to discussions between operations and other back office 

professionals of the General Partner or its Affiliates with their respective 

counterparts at the manager or general partner of any other PPIF or their 

respective Affiliates; provided, further, that such discussions relate solely 

to operational issues and do not relate in any way to, among other things, 

the substantive terms and conditions of this Agreement or any of the Loan 

Documents or comments to or discussions with UST in respect of this 

Agreement or any of the Loan Documents, Investments or Eligible Assets.

(b) Each Limited Partner (other than UST) hereby represents, 

warrants and covenants to the other Partners that:

(i) This Agreement has been duly executed and delivered by such 

Limited Partner and is a valid and legally binding agreement of such 

Limited Partner, enforceable against it in accordance with its terms. The 

representations set forth in this paragraph are subject to the effects of 

bankruptcy, insolvency, fraudulent conveyance, reorganization, 

moratorium and other similar laws relating to or affecting creditors’ rights 

generally, general equitable principles (whether considered in a 

proceeding in equity or at law) and an implied covenant of good faith and 

fair dealing.
57

095331-0007-11830-Active.11782550

(ii) The execution and delivery of this Agreement by such Limited 

Partner and the performance by such Limited Partner of its duties and 

obligations hereunder do not result in a breach of any of the terms, 

conditions or provisions of, or constitute a default under, any indenture, 

mortgage, deed of trust, credit agreement, note or other evidence of 

indebtedness, or any lease or other agreement or understanding, or any 

license, permit, franchise or certificate, to which such Limited Partner or 

any Affiliate thereof is a party or by which it or any Affiliate thereof is 

bound or to which its or any of its Affiliate’s properties are subject, or 

require any authorization or approval under or pursuant to any of the 

foregoing which has not been obtained, or violate any statute, regulation, 

law, order, writ, injunction, judgment or decree to which such Limited 

Partner or its Affiliates is subject, except where such breach, default, lack 

of authorization or approval or violation could not have a material adverse 

effect on its business, operations, financial condition, properties or assets 

taken as a whole or its ability to perform its obligations under this 

Agreement.

(iii) Except as set forth on Schedule C, no consent, approval or 

authorization of, or filing, registration or qualification with, any court, 

governmental authority or any other Person on the part of such Limited 

Partner or any of its Affiliates is required for the execution and delivery of 

this Agreement by such Limited Partner and the performance of such 

Limited Partner’s obligations and duties hereunder.

(iv) None of such Limited Partner nor its Affiliates is in default

(nor has any event occurred which with notice, lapse of time, or both, 

would constitute a default) in the performance of any obligation,

agreement, indenture, mortgage, deed of trust, credit agreement, note or 

other evidence of indebtedness or any lease or other agreement or 

understanding, or any license, permit, franchise or certificate, to which 

such Limited Partner or its Affiliates is a party or by which any is bound 

or the properties of any of them are subject (A) that could materially 

impair such Limited Partner’s ability to carry out its obligations under this 

Agreement or (B) where the United States is the lender or counterparty.

(v) Except as set forth in detail on Schedule C, none of such 

Limited Partner or any of its Affiliates has been convicted of a violation of 

or found by any governmental authority to be in violation of or in noncompliance with any statute, regulation, law, order, writ, injunction, 

judgment or decree to which such Limited Partner or any of its Affiliates 

is subject nor is such Limited Partner or any of its Affiliates in violation of 

any statute, regulation, law, order, writ, injunction, judgment or decree to 

which any of them is subject, which violation or non-compliance could 

materially adversely affect the business or financial condition of such 

Limited Partner or any of its Affiliates or impair such Limited Partner’s 

ability to carry out its obligations under this Agreement. There is no legal 
58

095331-0007-11830-Active.11782550

action, suit, arbitration or administrative or governmental investigation, 

inquiry or proceeding (whether federal, state, local or non-U.S.) pending 

or, to such Limited Partner’s knowledge, threatened against such Limited 

Partner, any of its Affiliates or any of their respective properties, assets or 

businesses that may reasonably be expected to have a material adverse 

effect on such Limited Partner or any of its Affiliates.

(vi) Such Limited Partner is acquiring its Interest in the 

Partnership for such Limited Partner’s own account for investment

purposes only and not with a view to resale or distribution. 

(vii) Such Limited Partner understands that the Interests in the 

Partnership have not been registered under the Securities Act, the 

securities laws of any state or the securities laws of any other jurisdiction, 

nor is such registration contemplated. 

(viii) Such Limited Partner understands and agrees further that, 

except as specifically set forth in this Agreement, its Interest must be held 

indefinitely unless such Interest is subsequently registered under the 

Securities Act, the securities laws of any state and the securities laws of 

any other applicable jurisdiction or an exemption from registration under 

the Securities Act and these laws covering the sale of such interests is 

available; that even if such an exemption is available, the assignability and 

transferability of its Interests will be governed by this Agreement, which 

imposes substantial restrictions on transfer; that legends stating that its 

Interests have not been registered under the Securities Act and these laws 

and setting out or referring to the restrictions on the transferability and 

resale of the Interests will be placed on all documents evidencing such 

Interests.

(ix) Such Limited Partner has such knowledge and experience in 

financial and business matters as to be capable of evaluating the merits 

and risks of an investment in Interests, is able to bear the risk of loss of an 

investment in such Interests and understands the risks of, and other 

considerations relating to, a purchase of Interests. 

(x) Such Limited Partner is an “accredited investor” within the 

meaning of Rule 501 under the Securities Act.

(xi) Such Limited Partner is a “qualified purchaser” within the 

meaning of Section 2(a)(51)(A) of the 1940 Act.

(xii) Such Limited Partner is not prohibited by any applicable law 

from holding Interests or any investment interest in the Investments.

(xiii) Such Limited Partner makes the representations set forth 

under “Additional Representations” on Schedule A. 
59

095331-0007-11830-Active.11782550

(xiv) Neither such Limited Partner, any of its beneficial owners, 

any of such Limited Partner’s directors, officers or employees nor any of 

the directors, officers or employees of any beneficial owner of a majority 

of the equity interests in such Limited Partner, if any, appear on the 

Specially Designated Nationals and Blocked Persons List of OFAC, nor 

are they otherwise a party with which UST is prohibited to deal under the 

laws of the United States; provided that, in the case of a Limited Partner 

the interests in which are registered under the Securities Act, the foregoing 

representations with respect to such Limited Partner’s beneficial owners 

shall be to such Limited Partner’s knowledge.

(xv) The monies used to fund such Limited Partner's investment in 

the Partnership is not derived from, invested for the benefit of, or related 

in any way to, the governments of, or Persons within, any country (i) 

under a U.S. embargo enforced by OFAC, (ii) that has been designated as 

a “non-cooperative country or territory” by the Financial Action Task 

Force on Money Laundering or (iii) that has been designated by the U.S. 

Secretary of the Treasury as a “primary money laundering concern”; 

provided that, in the case of a Limited Partner the interests in which are 

registered under the Securities Act, the foregoing representations with 

respect to such Limited Partner’s beneficial owners shall be to such 

Limited Partner’s knowledge.

(xvi) Such Limited Partner has (A) conducted thorough due 

diligence with respect to all of its beneficial owners (other than beneficial 

owners of Private Vehicles the interests in which are registered under the 

Securities Act), its directors, officers and employees and the directors, 

officers and employees of any beneficial owner of a majority of the equity 

interests in such Limited Partner, if any, (B) established the identities of 

all such Persons and the source of each of the beneficial owner’s funds 

(other than the source of funds of any beneficial owner of a Private 

Vehicle the interests in which are registered under the Securities Act) and 

(C) retained evidence of any such identities, any such source of funds and 

any such due diligence.

(xvii) Such Limited Partner does not know or have any reason to 

suspect that (A) the monies used to fund such Limited Partner's purchase 

of Interests in the Partnership have been or will be derived from or related 

to any illegal activities, including but not limited to, money laundering 

activities and (B) the proceeds from such Limited Partner’s investment in 

the Partnership will be used to finance any illegal activities; provided that, 

in the case of a Limited Partner the interests in which are registered under 

the Securities Act, the foregoing representations with respect to such 

Limited Partner’s beneficial owners shall be to such Limited Partner’s 

knowledge.
60

095331-0007-11830-Active.11782550

(xviii) To the extent that any of the representations and warranties 

contained in this paragraph (b) relate to any Private Investors (other than 

Private Investors in any Private Vehicle or Feeder Vehicle the interests in 

which are registered under the Securities Act), such Limited Partner or its 

Affiliates has obtained appropriate representations and warranties from 

such Private Investors so as to provide a basis for such representations and 

warranties.

(c) Each Partner agrees that the representations and warranties 

contained in paragraphs (a) and (b) above, as applicable, shall be true and correct as 

of (i) each Subsequent Closing at which such Partner is admitted or increases its 

Capital Commitment and (ii) any date that such Partner makes a Capital Contribution 

to the Partnership, and such Partner hereby agrees that such admission or increase in 

Capital Commitment or Capital Contribution, as applicable, shall serve as 

confirmation thereof. Each Partner agrees to notify UST immediately if it has 

knowledge that any representation or warranty contained in paragraphs (a) and (b) 

above, as applicable, becomes untrue at any time.

(d) The term “knowledge,” as used in this Section 10.1 and in the 

Compliance Rules, shall mean the actual or constructive knowledge of the Relevant 

Persons. 

ARTICLE XI

Miscellaneous

11.1. Amendments. This Agreement may only be amended or supplemented by 

the written consent of each of the General Partner and UST; provided that the General Partner 

may, without the consent of UST or any other Limited Partner, amend Schedule B in connection 

with Subsequent Closings of the Partnership.

11.2. Private Vehicle and Feeder Vehicle Documents and Side Letters; MFN. 

(a) The offering materials (“Offering Materials”) and governing documents (“Private 

Vehicle Governing Documents”) of the Private Vehicles and the Feeder Vehicles, together with 

any side letters entered into by the General Partner or any of its Affiliates with any Private 

Vehicle, Feeder Vehicle or Private Investors (“Side Letters”) will be subject to the review and 

approval of UST (it being understood that such documents have been prepared by parties other 

than UST and notwithstanding any such review and approval, UST takes no responsibility 

therefor); provided that any amendment or supplement to the Private Vehicle Governing 

Documents or any Side Letter shall only require the consent of UST to the extent that such 

amendment or supplement would adversely affect UST, the Partnership or the Partnership’s 

investment activities (for the avoidance of doubt, each Private Vehicle Governing Document and 

Side Letter, and any amendment or supplement thereto, shall promptly be furnished to UST 

without regard to whether UST’s consent is required). Any Offering Materials used to market a 

direct or indirect interest in a Private Vehicle, a Feeder Vehicle or the Partnership shall include 

in a prominent place a legend in substantially the same form as the legend on Schedule D. Any 

consent or approval required from UST pursuant to this Section 11.2(a) shall, subject to 
61

095331-0007-11830-Active.11782550

applicable law, regulation or governmental order, not be unreasonably withheld. The General 

Partner shall promptly provide copies of any proposed amendment or supplement to the Private 

Vehicle Governing Documents or any Side Letter to UST as well as the execution version, if 

applicable, of such amendment or supplement.

(b) UST shall have the right to elect the benefit of any provision of

any Private Vehicle Governing Documents and any Side Letters that have the effect 

of benefiting any Private Vehicle, Feeder Vehicle or Private Investor (other than the 

General Partner and its Affiliates and their respective officers, directors or 

employees) in a manner more favorable than the rights and benefits established in 

favor of UST by this Agreement, other than any rights or benefits established in favor 

of any Private Investor by reason of the fact that such investor is subject to any laws, 

rules or regulations to which UST is not also subject. 

11.3. Entire Agreement. This Agreement and the other agreements referred to 

herein constitute the entire agreement among the Partners with respect to the subject matter 

hereof and supersede any prior agreement or understanding among or between them with respect 

to such subject matter. Notwithstanding any provision in this Agreement (including Section 

11.1), the parties hereto acknowledge that, subject to Section 11.2, the General Partner (on its 

own behalf or on behalf of the Partnership) and its Affiliates may enter into Side Letters with any 

Private Vehicle, Feeder Vehicle or Private Investor without the approval of any Limited Partner 

(other than UST) or any other Person which have the effect of establishing rights under, or 

altering or supplementing the terms of, this Agreement. The parties hereto agree that any terms 

contained in a Side Letter to or with a Private Vehicle, Feeder Vehicle or Private Investor shall 

govern with respect to such Private Vehicle, Feeder Vehicle or Private Investor notwithstanding 

the provisions of this Agreement. 

11.4. Severability. Each provision of this Agreement shall be considered 

severable and if for any reason any provision which is not essential to the effectuation of the 

basic purposes of this Agreement is determined by a court of competent jurisdiction to be invalid 

or unenforceable and contrary to the Act or existing or future applicable law, such invalidity 

shall not impair the operation of or affect those provisions of this Agreement which are valid. In 

that case, this Agreement shall be construed so as to limit any term or provision so as to make it 

enforceable or valid within the requirements of any applicable law, and in the event such term or 

provision cannot be so limited, this Agreement shall be construed to omit such invalid or 

unenforceable provisions.

11.5. Notices. (a) All notices, reports, requests, demands and other 

communications hereunder shall be in writing and shall be deemed to have been duly delivered if 

(i) sent by certified or registered mail, return receipt requested, (ii) sent by overnight mail or 

courier, (iii) posted on the Partnership’s intranet website in accordance with Section 11.5(b) or 

(iv) delivered by hand, if to any Limited Partner, at such Limited Partner’s address, as set forth 

on Schedule B, and if to the Partnership or to the General Partner, to the General Partner's 

address, as set forth on Schedule B, or to such other Person or address as any Partner shall have 

last designated by notice to the Partnership, and in the case of a change in address by the General 

Partner, by notice to the Limited Partners; provided that UST may only receive notices, reports, 

requests, demands and other communications hereunder pursuant to clauses (i) through (iii). 
62

Any notice, report, request, demand and other communication will be deemed received (i) if sent 

by certified or registered mail, return receipt requested, when actually received, (ii) if sent by 

overnight mail or courier, when actually received, (iii) if posted on the Partnership’s intranet 

website in accordance with Section 11.5(b), on the day an e-mail is sent to the Limited Partner 

instructing it that a notice has been posted; provided that if such e-mail is sent after 5:00 pm 

Eastern Standard Time or on a day that is not a Business Day, such notice shall be deemed 

received on the next succeeding Business Day and (iv) if delivered by hand, when actually 

received. On or prior to the date of each Limited Partner’s admission to the Partnership, the 

General Partner shall furnish each Limited Partner with the address of the Partnership’s intranet

website and a password permitting access by such Limited Partner thereto. 

(b) The General Partner may, in its discretion, provide any notice, 

report, request, demand, consent or other communication to a Limited Partner by 

posting such notice on the Partnership’s intranet website and sending an e-mail to 

such Limited Partner notifying it of such posting. 

11.6. Governing Law and Jurisdiction. This Agreement shall be governed by 

and construed in accordance with the laws of the State of Delaware (subject to applicable federal 

law). In particular, the Partnership is formed pursuant to the Act, and the rights and liabilities of 

the Partners shall be as provided therein, except as herein otherwise expressly provided. The 

Partners hereby submit to the nonexclusive jurisdiction of either the federal courts of the State of 

Delaware or the U.S. Court of Federal Claims in any action suit or proceeding based on or 

arising under this Agreement. To the fullest extent permitted by law, the Limited Partners 

hereby waive as a defense that any such action, suit or proceeding brought in such courts has 

been brought in an inconvenient forum or that the venue thereof may not be appropriate and, 

furthermore, agree that venue in the State of Delaware for any such action, suit or proceeding is 

appropriate. 

11.7. Waiver of Jury Trial. Each of the Partners hereby irrevocably waives, 

to the fullest extent permitted by requirements of law, any and all right to trial by jury in 

any legal proceeding arising out of or relating to this Agreement or the transactions 

contemplated hereby.

11.8. Service of Process. The Partners agree that (a) service of process to any 

Partners (other than UST) in any action or proceeding pursuant to this Agreement may be 

effected by mailing a copy thereof by registered of certified mail (or any substantially similar 

form of mail), postage prepaid, to its address as set forth on Schedule B or at such other address 

of which the other Partners have been notified and (b) service of process to UST in any action or 

proceeding pursuant to this Agreement may be effected only in the manner proscribed for 

serving process on an agency of the U.S. Federal Government under the Federal Rules of Civil 

Procedure.

11.9. Successors and Assigns. None of the provisions of this Agreement shall be 

for the benefit of or enforceable by the creditors of the Partnership or other third parties and this 

Agreement shall be binding upon and inure to the benefit of the Partners and their legal 

representatives, heirs, successors and permitted assigns.
63

095331-0007-11830-Active.11782550

11.10. Counterparts. This Agreement may be executed in one or more 

counterparts, all of which shall constitute one and the same instrument.

11.11. Interpretation. Wherever from the context it appears appropriate, each 

term stated in either the singular or the plural shall include the singular and the plural, and 

pronouns stated in either the masculine or the neuter gender shall include the masculine, the 

feminine and the neuter. References herein to any Section, Schedule or Annex shall be to a 

Section, a Schedule or Annex, as the case may be, hereof unless otherwise specifically provided. 

Any reference to an agreement or document shall be deemed to include all exhibits, annexes, 

appendices and schedules thereto. The use herein of the word “include” or “including”, when 

following any general statement, term or matter shall not be construed to limit such statement, 

term or matter to the specific items or matters set forth immediately following such word or to 

similar items or matters, whether or not non-limiting language (such as “without limitation” or 

“but not limited to” or words of similar import) is used with reference thereto, but rather shall be 

deemed to refer to all other items or matters that fall within the broadest possible scope of such 

general statement, term or matter. The words “hereof”, herein” and “hereunder”, and words of 

similar import, when used in this Agreement shall refer to this Agreement as a whole and not to 

any particular provision of this Agreement. In the computation of a period of time from a

specified date to a later date, the word “from” means “from and including” and the words “to” 

and “until” each mean “to but excluding”. In addition, (a) references herein to agreements shall 

be deemed to include all subsequent amendments, restatements, novations, modifications,

supplements, changes, replacements and waivers to such instruments, but only to the extent that 

such amendments, restatements, novations, modifications, supplements, replacements, changes 

and waivers are permitted or not prohibited by the terms of this Agreement or the affected 

agreement, (b) references herein to Persons (other than Partners and Private Investors) include 

their respective successors and permitted assigns and (c) references to days shall refer to calendar 

days, unless Business Days are specified; references to weeks, months or years shall be to 

calendar weeks, months or years, respectively. 

11.12. Headings. The section headings in this Agreement are for convenience of 

reference only, and shall not be deemed to alter or affect the meaning or interpretation of any 

provisions hereof.

11.13. Delivery of Certificate of Limited Partnership, etc. The General Partner 

shall as promptly as is reasonably practicable provide a copy of the Certificate of Limited 

Partnership, this Agreement and any amendment to this Agreement to UST.

11.14. Partnership Tax Treatment. The Partners intend for the Partnership to be 

treated as a partnership for United States federal income tax purposes and no election to the 

contrary shall be made. In the event any Private Vehicle is registered under the 1940 Act, the 

Partnership shall not make an election pursuant to Section 1278(b) of the Code.

11.15. Other PPIF LPAs and PPIF Loan Documents. The terms and conditions 

of the PPIF LPAs and the PPIF Loan Documents will be substantially similar in all material 

respects, except with respect to the terms and conditions set forth on Schedule A and the 

information set forth on Schedule C; provided that the foregoing shall not apply to (i) any terms 

or conditions of the PPIF LPAs or PPIF Loan Documents in respect of a PPIF that is not an 
64

095331-0007-11830-Active.11782550

Initial Round PPIF, (ii) any terms or conditions of the PPIF LPAs or PPIF Loan Documents in 

respect of a PPIF if (x) the interests in any Private Vehicle that is a Limited Partner (each as 

defined in the applicable PPIF LPA) of such PPIF are registered under the Securities Act, (y) the 

interests in any partner, member or shareholder of the General Partner (as defined in the 

applicable PPIF LPA) of such PPIF are registered under the Securities Act or (z) any Private 

Vehicle that is a Limited Partner (each as defined in the applicable PPIF LPA) of such PPIF is 

registered under the 1940 Act, (iii) any conforming terms or conditions of the PPIF LPAs or 

PPIF Loan Documents in respect of a PPIF sponsored by a sponsor of a PPIF referred to in the 

foregoing clause (ii) or (iv) any terms or conditions of any PPIF LPAs that are based on the 

particular circumstances of the sponsor of such PPIF. 

11.16. Confidentiality. UST intends, subject to applicable law, regulation and 

governmental order, to hold confidential all confidential information provided to it by or on 

behalf of any member of the General Partner Group. 

11.17. Waiver of Partition. Except as may be otherwise required by law, each 

Partner hereby irrevocably waives any and all rights that it may have to maintain an action for 

partition or similar action of any of the Partnership’s property.

[Remainder of page intentionally left blank]





SCHEDULE D

095331-0007-11830-Active.11782550

UST LEGEND

The United States Department of the Treasury (“UST”) has not participated in the preparation of 

this [Offering Material] or made any representation regarding, and expressly disclaims any 

liability or responsibility to any investor in the [Private Vehicle] for, the accuracy, completeness 

or correctness of any of the materials contained herein. Without limitation of the foregoing, UST 

does not approve or disapprove of any tax disclosure or advice set forth herein.
ANNEX A

INVESCO LEGACY SECURITIES MASTER FUND, L.P.

CONTINGENT INTEREST PROMISSORY NOTE

THIS CONTINGENT INTEREST PROMISSORY NOTE HAS NOT BEEN 

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 

“SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OF THE UNITED 

STATES OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON 

EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE 

SECURITIES ACT AND SUCH LAWS. THIS CONTINGENT INTEREST 

PROMISSORY NOTE MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY 

NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR 

TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE 

SECURITIES ACT, ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND ANY 

OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS CONTINGENT 

INTEREST NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE 

TRANSFERRED EXCEPT IN COMPLIANCE WITH SUCH LAWS.

INVESCO LEGACY SECURITIES MASTER FUND, L.P., a Delaware limited 

partnership (the “Partnership”), for value received, hereby promises to pay to the UNITED 

STATES DEPARTMENT OF THE TREASURY or registered assigns (the “Noteholder”) the 

UST Warrant Proceeds (as defined in the Partnership Agreement referred to below), in the 

amount and at the times provided in the Partnership Agreement.

Capitalized terms used but not defined herein have the meanings set forth in the 

Amended and Restated Limited Partnership Agreement of the Partnership, dated as of September 

30, 2009 (as the same may be amended, modified or supplemented from time to time, the 

“Partnership Agreement”).

Reference is hereby made to the further provisions of this Contingent Interest 

Promissory Note set forth on the reverse hereof, which further provisions shall for all purposes 

have the same effect as if set forth at this place.

THIS CONTINGENT INTEREST PROMISSORY NOTE SHALL BE 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW 

OF THE UNITED STATES IF AND TO THE EXTENT SUCH LAW IS APPLICABLE, 

AND OTHERWISE IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW 

YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED 

ENTIRELY WITHIN SUCH STATE.

THIS CONTINGENT INTEREST PROMISSORY NOTE SHALL BE 

TREATED AS AN EQUITY INTEREST IN THE PARTNERSHIP FOR U.S. FEDERAL 

INCOME TAX PURPOSES AND NO NOTEHOLDER SHALL FILE ANY U.S. 

FEDERAL INCOME TAX RETURNS IN A MANNER INCONSISTENT WITH SUCH 

TREATMENT. 
[Invesco Legacy Securities Master Fund, L.P., 

Contingent Interest Promissory Note Signature Page]

IN WITNESS WHEREOF, the Partnership has caused this instrument to be 

signed, manually or in facsimile, by its duly authorized officer, as of the date set forth below.

Date: ___________, 2009

INVESCO LEGACY SECURITIES

MASTER FUND, L.P.

By: 

Its: 

By: 

Its: 

Signed: ________________________

Name: _________________________
[REVERSE OF CONTINGENT INTEREST PROMISSORY NOTE]

This Contingent Interest Promissory Note is the duly authorized Contingent 

Interest Promissory Note referred to in the Partnership Agreement. To the extent that any 

provision of this Contingent Interest Promissory Note contradicts or is inconsistent with the 

provisions of the Partnership Agreement, the provisions of the Partnership Agreement shall 

control and supersede such contradictory or inconsistent provision herein. This Contingent 

Interest Promissory Note is subject to all terms of the Partnership Agreement. Except as 

otherwise set forth in this Contingent Interest Promissory Note and subject to the conditions set 

forth in the last proviso to Section 7.2(a) of the Partnership Agreement, mutatis mutandis, the 

Noteholder may Transfer all or any portion of its interest in this Contingent Interest Promissory 

Note. 

The UST Warrant Proceeds payable pursuant to this Contingent Interest 

Promissory Note are intended to satisfy Section 113(d) of EESA.

The UST Warrant Proceeds payable pursuant to this Contingent Interest 

Promissory Note are payable in such coin or currency of the United States of America as at the 

time of payment is legal tender for payment of public and private debts. All payments made by 

the Partnership with respect to this Contingent Interest Promissory Note shall be applied in 

accordance with the Partnership Agreement.

No reference herein to the Partnership Agreement and no provision of this 

Contingent Interest Promissory Note or of the Partnership Agreement shall alter or impair the 

obligation of the Partnership, which is absolute and unconditional, to pay the UST Warrant 

Proceeds pursuant to this Contingent Interest Promissory Note at the times and place, and in the 

coin or currency herein prescribed.
ANNEX B

COMPLIANCE RULES 

ARTICLE I

1.1. Compliance with Law; Fiduciary Duty. (a) Each of the General Partner, 

the Partnership, the Private Vehicles and the Subadvisors (with respect to each such Subadvisor’s 

activities in connection with the Partnership) shall comply in all respects with (to the extent such 

law, guidance or regulation is applicable pursuant to its terms to any of the foregoing) (i) Section 

111 of EESA, as implemented by any guidance or regulation issued from time to time by 

Treasury thereunder, including 31 CFR Part 30 (the “Interim Final Rule”), (ii) EAWA, as 

implemented by any guidance or regulation issued from time to time by Treasury thereunder, and 

(iii) all other applicable laws and regulations. 

(b) In accordance with the Interim Final Rule, and subject to the 

requirements of Section 1.1(a), (i) the Partnership shall have an excessive or luxury 

expenditures policy (a “Luxury Expense Policy”) covering Partnership Expenses, (ii) to the 

extent that a Private Vehicle holds 50% or more of the Interests in the Partnership (as 

determined on the basis of Capital Commitments), such Private Vehicle shall have a Luxury 

Expense Policy covering its expenses and (iii) to the extent that the General Partner holds 

50% or more of the Interests in the Partnership (as determined on the basis of Capital 

Commitments), the General Partner shall have a Luxury Expense Policy covering General 

Partner Expenses. For purposes of this Section 1.1(b), the term “TARP Recipient” shall 

mean the Partnership and any entity covered by clause (ii) or (iii) of the previous sentence. 

No later than ninety (90) calendar days after the Closing Date, the General Partner shall (i) 

cause each TARP Recipient to adopt a Luxury Expense Policy, (ii) provide each such 

Luxury Expense Policy to UST and (iii) post the text of each such Luxury Expense Policy 

on the Internet website of (A) one or more members of the General Partner Group or (B) the 

corporate parent of the General Partner. The General Partner shall cause each TARP 

Recipient to maintain a Luxury Expense Policy during the term of the Partnership. If, after 

adopting a Luxury Expense Policy, a TARP Recipient makes any material amendments to 

such Luxury Expense Policy, within ninety (90) calendar days of the adoption of such 

amended Luxury Expense Policy, the General Partner shall (i) provide such amended 

Luxury Expense Policy to UST and (ii) post the text of such amended Luxury Expense 

Policy on the Internet website of the corporate parent of the General Partner or the member 

of the General Partner Group, as applicable, if such Person maintains an Internet website. 

(c) Each of the General Partner and the Subadvisors, with respect to the 

General Partner’s and each Subadvisor’s respective activities in connection with the 

Partnership, shall comply in all respects with the Advisers Act, including, but not limited to, 

its antifraud provisions and its rules regarding record keeping, contracts, advertising, 

custody of client funds and assets, disclosure and transparency. For the avoidance of doubt, 

unless the Advisers Act or rules promulgated thereunder require such registration, this 

Section 1.1(c) shall not require the General Partner or any Subadvisor to register as an 

investment advisor under the Advisers Act; provided that the Related RIA maintains its 

registration with the SEC as an investment adviser under the Advisers Act during the term 

of the Partnership.
095331-0007-11830-Active.11782550

(d) Each of the General Partner and each Subadvisor that manages Eligible 

Assets of the Partnership on a discretionary basis (each such Subadvisor, a “Discretionary 

Subadvisor”), hereby agrees, based on its analysis and judgment and subject to the overall 

objective of maximizing the value of the Partnership’s investments and its fiduciary duties, 

(i) to consent, on behalf of the Partnership, to reasonable requests from servicers or trustees 

for approval to participate in UST’s Making Home Affordable Program (“Making Home

Affordable”), or for approval to implement other reasonable loss mitigation measures 

(including, but not limited to, term extensions, rate reductions, principal write downs or 

removal of caps on the percentage of loans that may be modified within the securitization 

structure) and (ii) where the Partnership acquires 100% of the residential mortgage-backed 

securities that are backed by a particular pool of residential mortgage loans, to instruct the 

servicer or trustee of such securities, if such servicer or trustee is participating in Making 

Home Affordable, to include such pool of residential mortgage loans in Making Home

Affordable. The General Partner or Discretionary Subadvisor, as applicable, shall only be 

required to so consent or instruct (as applicable) if it receives reasonably requested 

information from the servicer or the trustee (as applicable) and access to appropriate 

individuals at the servicer or the trustee (as applicable) which, in the aggregate are 

sufficient, in the reasonable judgment of the General Partner or Discretionary Subadvisor, 

as applicable, to enable the General Partner or Discretionary Subadvisor, as applicable, to 

form an independent conclusion that the consent or instruction (as applicable) is consistent 

with the General Partner’s or Discretionary Subadvisor’s duties to the Partnership. For the 

avoidance of doubt, the Partnership shall be eligible to receive its share of any standard 

investor subsidies payable to it under Making Home Affordable and UST’s Home 

Affordable Modification Program.

(e) The General Partner hereby acknowledges that it has fiduciary duties to 

the Limited Partners as described in Section 4.4(d) of this Agreement. 

(f) The General Partner shall, and shall cause its Affiliates to, maintain 

compensation systems with respect to the Partnership and the Private Vehicles that align the 

economic interests of the Key Persons with those of the Limited Partners. 

1.2. Policies; Conflicts of Interest; Compliance Officers; Compliance Audit. 

(a) Each of the General Partner, the Subadvisors and their respective Affiliates that are 

members of the General Partner Group has adopted, and each of the General Partner and the 

Subadvisors shall, and shall cause their Affiliates that are members of the General Partner Group 

to, comply with an allocation policy with respect to the acquisition and disposition of Eligible 

Assets. Each of the General Partner (on behalf of itself and any Non-Discretionary Subadvisor) 

and the Discretionary Subadvisor shall provide UST with such allocation policy (each, an 

“Allocation Policy”) reasonably satisfactory to UST. Each Allocation Policy shall comply with 

the Advisers Act in all material respects. 

(b) To the extent that the General Partner or Subadvisors are required to 

determine the Fair Market Value of the Partnership’s Investments, each of the General 

Partner and the Subadvisors, shall apply the definition of “Market Value” in the Loan 

Agreement in good faith and in a fair and equitable manner consistent with the General 

Partner’s fiduciary duties to the Partnership (the “Valuation Policy”). 
095331-0007-11830-Active.11782550

(c) Each of the General Partner (on behalf of itself and each NonDiscretionary Subadvisor with respect to such Non-Discretionary Subadvisor’s activities in 

connection with the Partnership) and each Discretionary Subadvisor, with respect to such 

Discretionary Subadvisor’s activities in connection with the Partnership, has adopted and 

shall comply with a conflicts policy reasonably satisfactory to UST (each, a “Conflicts 

Policy”). Each Conflicts Policy shall include, without limitations, a requirement that the 

General Partner and the Discretionary Subadvisors identify and disclose to UST and 

SIGTARP all actual and potential conflicts of interest with respect to the Partnership, 

including a detailed listing of the ways in which the financial interests of such Person and 

its Affiliates (and the Non-Discretionary Subadvisors and their Affiliates, in the case of 

disclosure by the General Partner) and their existing clients and employees are likely to 

affect the Partnership as soon as reasonably possible after the discovery of any such actual 

or potential conflict, but in no event later than five (5) Business Days after such discovery. 

For purposes of these Compliance Rules, a “conflict of interest” shall mean any situation in 

which such Person has (i) an interest or relationship that could cause a reasonable person 

with knowledge of the relevant facts to question such Person’s objectivity or judgment to 

perform its obligations under this Agreement or its ability to represent the interests of the 

Limited Partners, including UST or (ii) any personal, business or financial interest of an 

individual, his or her spouse, minor child or other family member with whom such 

individual has a close personal relationship that could materially adversely affect the 

individual’s ability to perform such Person’s obligations under this Agreement, his or her 

objectivity or judgment in such performance or his or her ability to represent the interests of 

the Limited Partners, including UST.

(d) Each of the General Partner (on behalf of itself and each NonDiscretionary Subadvisor with respect to such Non-Discretionary Subadvisor’s activities in 

connection with the Partnership) and each Discretionary Subadvisor, with respect to such 

Discretionary Subadvisor’s trading activities in connection with the Partnership, has 

adopted and shall comply with a trade execution policy reasonably satisfactory to (each, a 

“Best Price and/or Best Execution Policy”). 

(e) Prior to the adoption of any amendment or supplement to an Allocation 

Policy, Conflicts Policy or Best Price and/or Best Execution Policy (each a “Policy 

Amendment”) that would be reasonably likely to materially adversely affect UST, the 

Partnership or the Partnership’s investment activities, the General Partner or Discretionary 

Subadvisor, as applicable, shall obtain the written consent of UST. The General Partner or 

the Discretionary Subadvisor, as applicable, shall deliver a copy of any Policy Amendment 

to UST within five (5) Business Days after the adoption thereof, which copy, in the case of 

any Policy Amendment in respect of which the UST’s consent was not sought or obtained, 

shall be accompanied by an officer’s certificate stating that such Policy Amendment would 

not be reasonably likely to materially adversely affect UST, the Partnership or the 

Partnership’s investment activities. 

(f) Each of the General Partner and the Discretionary Subadvisors has 

designated a compliance officer (a “Compliance Officer”) that (i) does not report to the Key 

Persons with respect to the management of the Partnership, (ii) is responsible for 

administering the Allocation Policy, the Conflicts Policy, the Best Price and/or Best 
095331-0007-11830-Active.11782550

Execution Policy and the other terms of the Partnership Agreement as they relate to the 

Compliance Rules and (iii) has authority to direct compliance with the Partnership’s 

requirements under these Compliance Rules (including with respect to the NonDiscretionary Subadvisors, in the case of the Compliance Officer designated by the General 

Partner). 

(g) (i) Each of the General Partner and the Discretionary Subadvisors shall 

procure a report based on an annual review of the internal controls related to processes core 

to the trading process of the Partnership (the “Compliance Audit Report”). With respect to 

processes core to the trading process not outsourced to a third party, the Compliance Audit

Report shall include, without limitation, an independent accountant’s report from an 

internationally recognized accounting firm reasonably acceptable to UST produced under 

United States Attestation Standards (AT101), or their substantive equivalent, which reports 

the results of its test of those internal controls core to the trading process of the Partnership. 

With respect to processes core to the trading process outsourced to a third party, the third 

party shall provide the General Partner or Discretionary Subadvisor, as applicable, a Type II 

SAS 70 report, or its substantive equivalent, conducted by an internationally recognized 

accounting firm reasonably acceptable to UST. The Compliance Audit Report shall include 

either (A) the Type II SAS 70 report, or (B) the General Partner or Discretionary 

Subadvisor’s summary of the Type II SAS 70 report, including disclosure of any instances 

in which the accounting firm which performs the Type II SAS 70 Report has qualified such 

report. The General Partner and Discretionary Subadvisor shall use commercially 

reasonable efforts to provide the Compliance Audit Report to UST and SIGTARP within 

one hundred twenty (120) calendar days of the end of each Fiscal Year of the Partnership; 

provided that the first such Compliance Audit Report shall be furnished within one hundred 

twenty (120) calendar days after December 31, 2010 and shall cover the period beginning 

on the Closing Date and ending December 31, 2010. 

(ii) If applicable and on a continuing basis, each of the General 

Partner and the Subadvisors shall cause the applicable Compliance Officer 

to disclose any material weaknesses identified to the General Partner and 

the Subadvisors by its auditor(s) with respect to either the General Partner, 

the Subadvisors or any third party referenced in (g)(i) above, insofar as it

applies to the Partnership, to UST and SIGTARP as soon as reasonably 

practicable.

1.3. General Partner Commitment; Investment by Employees of the General 

Partner and the Subadvisors. The General Partner shall cause the sum of (i) the Capital 

Commitment of the General Partner and (ii) the indirect Capital Commitments of the General 

Partner and its Affiliates (excluding, for the avoidance of doubt, the indirect Capital 

Commitment of any Private Investor but including the direct and indirect Capital Commitments 

of any employees of the General Partner or its Affiliates) through any Private Vehicles formed to 

invest substantially all of their assets in the Partnership (the “General Partner Capital 

Commitment”) to equal at least $20 million on the Closing Date and throughout the term of the 

Partnership; provided that in the event the General Partner or an Affiliate thereof sponsors a 

separate Initial Round PPIF, the General Partner Capital Commitment shall equal at least the 

amount set forth on Schedule A under the heading “Minimum GP Commitment” on the Closing 
095331-0007-11830-Active.11782550

Date and throughout the term of the Partnership. Without the prior written consent of UST, the 

sum of the General Partner Capital Commitment and the Capital Commitments of any Affiliates 

of the General Partner (excluding, for the avoidance of doubt, the indirect Capital Commitments 

of any Private Investor) may not exceed 9.9% of aggregate Capital Commitments of the Private 

Vehicles and the General Partner (other than as a result of the withdrawal of a Private Investor 

from a Private Vehicle or a Feeder Vehicle or the default of a Private Investor in a Private 

Vehicle or Feeder Vehicle). Each of the General Partner and the Subadvisors shall, subject to 

applicable suitability requirements, permit Persons involved in managing the Partnership to 

invest in the Partnership to the same or greater extent that such Person is permitted to invest in 

investment vehicles other than the Partnership the interests in which are not registered under the 

Securities Act that invest in Eligible Assets. 

1.4. Books and Records. (a) Each of the General Partner and the Subadvisors 

shall keep or cause to be kept complete, accurate and appropriate books and records. Such books 

and records, together with all documents and records (including electronic messages) relating to 

the Partnership (collectively, the “Partnership Documents”), shall be retained by the General 

Partner or the Subadvisor, as applicable, until the three-year anniversary of the termination and 

dissolution of the Partnership. Such Partnership Documents shall be maintained on a basis 

which allows the proper preparation of the Partnership’s financial statements and tax returns. 

Each of the General Partner and the Subadvisors shall provide UST and SIGTARP and their 

respective advisors and representatives access to in electronic form, and copies upon request of, 

the Partnership Documents. For all purposes of these Compliance Rules, (i) in all instances 

where access to UST, SIGTARP, GAO and their respective advisors and representatives is 

required by these Compliance Rules, such access shall be during normal business hours and upon 

prior written request; provided that the foregoing limitation shall not apply to the extent such 

access is provided in an electronic form via a secured website, which website shall be accessible 

to UST at all times (provided that access may be reasonably limited for periodic maintenance or 

pending resolution of technological difficulties), and (ii) “electronic form” shall mean in a form 

that can be stored electronically and accessed directly by a computer.

(b) The General Partner shall keep or cause to be kept complete, accurate 

and appropriate books and records of the Private Vehicles and Feeder Vehicles. Such books 

and records, together with all documents and records (including electronic messages) 

relating to the Private Vehicles and the Feeder Vehicles (collectively, the “Private Vehicle 

Documents”), shall be retained by the General Partner until the three-year anniversary of the 

termination and dissolution of the Partnership. The General Partner shall provide UST and 

its advisors and representatives reasonable access to in electronic form, and copies upon 

request of, the Private Vehicle Documents, including, for the avoidance of doubt, any 

information in the possession of the General Partner and its Affiliates regarding (i) the 

beneficial owners of interests in the Private Vehicles and the Feeder Vehicles and (ii) 

notices of events of default, material litigation and other material events relating to the 

Private Vehicles and the Feeder Vehicles.

(c) Each of the General Partner and the Subadvisors shall, and shall cause 

each of their respective Affiliates that are members of the General Partner Group to, with 

respect to such Affiliates’ activities in connection with the Partnership and/or the 

acquisition or disposition of Eligible Assets, keep or cause to be kept complete, accurate 
095331-0007-11830-Active.11782550

and appropriate books and records of the members of the General Partner Group. Such 

books and records, together with all documents and records (including electronic messages) 

relating to each member of the General Partner Group with respect to each such member’s 

and its Affiliates’ activities in connection with the Partnership and/or the acquisition or 

disposition of Eligible Assets (collectively, the “General Partner Group Documents”), shall 

be retained by such member until the three-year anniversary of the termination and 

dissolution of the Partnership. The General Partner shall provide UST and its advisors and 

representatives reasonable access to in electronic form, and copies upon request of, the 

General Partner Group Documents; provided that the General Partner and the Subadvisors 

will not be required to identify by name the investors in any investment vehicles (other than 

the Partnership, the Private Vehicles and any Feeder Vehicles) or the clients of any separate 

accounts for which any member of the General Partner Group acts as the manager or 

primary source of investments.

(d) The Partnership Documents, Private Vehicle Documents and General 

Partner Group Documents shall be maintained at the principal office of any member of the 

General Partner Group, any member of the General Partner Group’s off-site document and 

record storage facilities or at the back office service providers of any member of the 

General Partner Group, as applicable; provided that if the Partnership Documents, Private 

Vehicle Documents or the General Partner Group Documents are maintained at any member 

of the General Partner Group’s off-site document and record storage facilities, such 

documents, upon the request of UST (and solely in the case of the Partnership Documents, 

upon the request of SIGTARP), shall be recalled and relocated to the offices of such 

member within two (2) Business Days of such request. 

(e) The General Partner shall procure that the GAO (i) shall have access to 

and copies upon request of any information, data, schedules, books, accounts, financial 

records, reports, files, electronic communications, or other papers, things, or property 

belonging to or in use by the Partnership, the Private Vehicles, the Feeder Vehicles and the 

General Partner Group and to the officers, employees, directors, independent public 

accountants, financial advisors and any and all other agents and representatives thereof, at 

such time as the GAO may request and (ii) may make and retain copies of such books, 

accounts, and other records as the GAO determines appropriate in its sole and absolute 

discretion. The foregoing provisions of this Section 1.4(e) shall not extend the GAO’s 

access beyond that which is required by applicable law, rule or regulation. 

1.5. Financial Statements; Reports. (a) Financial Statements. (i) Within sixty 

(60) calendar days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year 

of the Partnership, the General Partner shall deliver to UST and SIGTARP: 

(A) the following unaudited financial statements for the Partnership, each 

prepared in accordance with GAAP:

(I) a balance sheet as of the end of such period,

(II) a statement of income or loss and a statement of Partners’ 

capital for such period, and
095331-0007-11830-Active.11782550

(B) a schedule of changes in Capital Account balances by Partner.

(ii) Within one hundred twenty (120) calendar days after the end 

of each Fiscal Year of the Partnership, the General Partner shall send to 

UST and SIGTARP the financial statements set forth in Section 

1.5(a)(i)(A) above, including a statement of cash flows, each prepared on 

an accrual basis and in accordance with GAAP, accompanied by (A) an 

opinion thereon of an internationally recognized accounting firm 

reasonably acceptable to UST, which opinion shall verify the General 

Partner’s returns calculations and methodology and state that such 

financial statements fairly present the financial condition and results of 

operations of the Partnership at the end of, and for, such Fiscal Year in 

accordance with GAAP and which opinion shall not contain any 

qualifications arising out of the scope of the audit and (B) a certificate of 

the General Partner certifying that such financial statements fairly present 

the financial condition and results of operations of the Partnership at the 

end of, and for, such Fiscal Year in accordance with GAAP.

(b) Reports. (i) Within fifteen (15) calendar days after the end of each 

month, or if such fifteenth day is not a Business Day, no later than the next Business Day 

following such fifteenth day, the General Partner shall deliver to UST and SIGTARP a 

monthly report (the “Monthly Report”), including: 

(A) a description of the Partnership’s holdings (including CUSIP number or 

ISIN, date of purchase, security description, par value, cost, Fair Market Value and 

accrued income); 

(B) details of securities transactions of the Partnership (including purchases and 

sales with information sufficient to identify securities traded throughout the period);

(C) details of capital activity of the Partnership (including contributions and 

withdrawals of securities and cash);

(D) a summary of the change in the Fair Market Value of the Partnership’s 

Investments; 

(E) performance data of the Partnership (including 1-month, 3-month, year-todate, latest 12-months, and since inception (on both a cumulative and annualized basis)); 

(F) management discussion and analysis of the Partnership’s investment 

activities; 

(G) an analysis of current market conditions; and

(H) solely in the case of instances in which an investment vehicle (other than the 

Partnership) or separate account which the General Partner or any member of the General 

Partner Group acts as the manager or primary source of investments purchases Eligible 

Assets, information documenting (w) either (i) the offer to the Partnership of any Eligible 
095331-0007-11830-Active.11782550

Asset acquired by such investment vehicle or separate account or (ii) the rationale for 

why such offer was not made to the Partnership (which rationale may include that the 

Partnership is prohibited from investing in such Eligible Assets as set forth under 

“Diversification and Investment Limitations” on Schedule A), (x) the allocation of 

investment and disposition opportunities with respect to Eligible Assets among the 

Partnership and such other investment vehicles and separate accounts for which the 

General Partner or any member of the General Partner Group acts as the manager or 

primary source of investments, (y) purchases and sales of Eligible Assets by such 

investment vehicles and separate accounts (in each case including CUSIP number or 

ISIN, date of purchase and/or sale, security description, par value, acquisition or sale 

price, Fair Market Value and accrued income, as applicable) and (z) purchases and sales 

by such investment vehicles and separate accounts of any derivative instrument the value 

of which is connected to any Eligible Asset held by the Partnership (the disclosure items 

required by the foregoing clauses (w), (x), (y) and (z) being collectively referred to as the 

"Watchlist"); provided that the General Partner will not be required to identify by name 

the investors in such investment vehicles or the clients with respect to such separate 

accounts.

(ii) The Monthly Report delivered after the end of each Fiscal 

Quarter shall also include: 

(A) disclosure of the ten (10) largest positions (as measured by Fair Market 

Value) of the Partnership, which shall be publicly disclosed by UST at such time as UST 

determines in its sole discretion that such disclosure will not harm the ongoing business 

operations of the Partnership; 

(B) disclosure of each Private Investor that, individually or together with its 

Affiliates, holds at least a 10% interest in the Partnership; 

(C) disclosure of any amount retained pursuant to Section 3.4(f) of this 

Agreement and the purpose for which such amount has been retained; and 

(D) disclosure of all instances in which the Partnership acquires Eligible Assets 

(including for this purpose loans or other assets underlying Eligible Assets) which are 

serviced by the General Partner, the Subadvisors or any of their respective Affiliates. 

(iii) In addition to the Monthly Report, the General Partner will 

upon reasonable notice: 

(A) furnish such additional periodic or other reports to UST or SIGTARP with

respect to information which UST or SIGTARP, as applicable, is entitled to receive 

pursuant to this Agreement or the Loan Agreement as may be requested by UST or 

SIGTARP; provided that if such requested report (I) is not (x) of a type customarily 

provided by investment fund managers or (y) required by law and (II) will require the 

General Partner to incur a substantial expense to prepare, UST shall bear the reasonable 

expenses of the preparation of such requested report;
095331-0007-11830-Active.11782550

(B) provide UST, SIGTARP and their respective advisors and representatives 

access to any additional information requested regarding the subject matter of such 

Monthly Reports; and

(iv) The General Partner will update the Watchlist on as close to a 

real-time basis as is reasonably feasible and provide UST, SIGTARP and 

their respective advisors and representatives continual and on-going access 

to the updated Watchlist by secure website. 

(c) The General Partner will cause the Key Persons and other relevant 

investment professionals to be available upon reasonable notice and during regular business 

hours to discuss the Partnership and its activities with UST and/or SIGTARP and their 

respective advisors and representatives at the request of UST and SIGTARP.

1.6. Notice. (a) Legal Proceedings. Each of the General Partner and the 

Subadvisors, as applicable, shall promptly notify UST and SIGTARP of (a) the commencement 

of any lawsuit or legal proceeding of which it has knowledge in which any Relevant Person or 

Secondary Person, in connection with such Secondary Person’s activities related to the 

Partnership, is a named party and which, if adversely determined, would be reasonably likely to 

materially adversely affect the General Partner’s ability to perform its obligations under this 

Agreement, (b) the outcome, when resolved, of any such lawsuit or legal proceeding, and (c) 

any occurrence affecting the business of any Relevant Person or Secondary Person (in 

connection with such Secondary Person’s activities related to the Partnership), as applicable, of 

which it has knowledge that is likely to have a material adverse effect on the Partnership. 

(b) Regulatory Investigations. Each of the General Partner and the 

Subadvisors, as applicable, shall promptly notify UST and SIGTARP of (a) the 

commencement of any formal investigation (other than routine or sweep investigations) of 

which the General Partner or such Subadvisor becomes aware by the SEC or any other 

regulatory or administrative body with authority over any Relevant Person or Secondary 

Person, in connection with such Secondary Person’s activities related to the Partnership, 

that involves an allegation of a material violation of law by such Relevant Person or 

Secondary Person, as applicable, and (b) the outcome, when resolved, of any such 

investigation. 

(c) Bankruptcy. The General Partner shall promptly notify UST and 

SIGTARP if to its knowledge any Key Person files for bankruptcy protection, or if to its 

knowledge any petition has been filed or proceeding has been instituted against any Key 

Person under any bankruptcy or insolvency law. 

(d) Non-Payment of Partnership Indebtedness. The General Partner shall 

promptly notify UST and SIGTARP of the non-payment by the Partnership or any 

subsidiary thereof of any amount due in respect of Partnership Indebtedness.

(e) Change of Public Accountants. In the event the General Partner 

proposes to change the Partnership’s accounting firm, the General Partner shall promptly 

notify UST and SIGTARP of such proposed change (including a general description of the 
095331-0007-11830-Active.11782550

reasons therefor) and include in such notice the name of the new accounting firm, which 

firm shall be an internationally recognized accounting firm reasonably acceptable to UST.

(f) Cause or Key Person Event. Each of the General Partner and the 

Subadvisors, as applicable, shall promptly notify UST and SIGTARP of the occurrence of 

any event of Cause of which it has knowledge and the General Partner shall promptly notify 

UST and SIGTARP of the occurrence of any Key Person Event of which it has knowledge. 

(g) Disabling Event. The General Partner shall promptly notify UST and 

SIGTARP of the occurrence of any Disabling Event of which it has knowledge.

(h) Amendments to the Private Vehicle(s). The General Partner will notify 

UST of any proposed amendment or supplement to the Private Vehicle Documents or any 

Side Letter at least ten (10) Business Days prior to such amendment or supplement

becoming effective, which notice will be accompanied by an officer’s certificate stating 

whether such amendment adversely affects UST, the Partnership or the Partnership’s 

investment activities. 

(i) Waste, Fraud and Abuse. The General Partner shall (i) promptly notify 

UST and SIGTARP of any instance or suspected instance of waste, fraud or abuse relating 

to the Partnership or the General Partner and (ii) provide the members of the General 

Partner Group and their respective employees with SIGTARP’s hotline information,

available at www.sigtarp.gov.

(j) Services to FRB or FDIC. In the event the General Partner, the 

Subadvisors and/or any of their respective Affiliates seek to provide new, amended or 

renewed investment acquisition, disposition, valuation or management services to the 

Federal Reserve Board of Governors or any Federal Reserve Bank (together, the “FRB”) or 

the Federal Deposit Insurance Corporation (the “FDIC”), in connection with a recoveryrelated program pursuant to an agreement with the FRB or the FDIC, the General Partner 

shall provide prior written notice to UST. If the agreement with the FRB or the FDIC 

creates a material conflict of interest which impairs the ability of the General Partner or the 

Subadvisor to objectively represent UST’s interests as an investor in the Partnership, as 

determined by UST in its sole discretion, UST may prohibit the General Partner or the 

Subadvisor from performing such work, and/or require the General Partner and/or the 

Subadvisors to take immediate corrective action to avoid or mitigate such conflict.

1.7. Quarterly Certificate. Within fifteen (15) calendar days after the end of 

each Fiscal Quarter of the Partnership, each of the General Partner and the Subadvisors shall 

deliver to UST a certificate in the form set forth on Annex C (the “Quarterly Certificate”). 

1.8. Other Activities. (a) Restrictions on Principal Transactions. Without the 

prior written consent of UST, the Partnership shall not directly acquire Investments from, nor sell 

Investments to (including, for the avoidance of doubt, any such case in a cross trade), (i) the 

General Partner, (ii) any Subadvisor, (iii) any Carry Recipient, (iv) any Identified Owner, (v) any 

affiliate of any Person set forth in clauses (i) through (iv) (which, for this purpose, shall also

include any entity in which such Person, the Key Persons and their respective Affiliates hold at 
095331-0007-11830-Active.11782550

least 5% of any class of equity or debt securities), (vi) any other PPIF or (vii) any Private 

Investor that, together with its Affiliates, indirectly represents 9.9% or more of the aggregate 

Capital Commitments of the Private Vehicles or any Affiliate thereof. The Partnership may not 

interpose any intermediary entities in a transaction or series of transactions for the purpose of 

circumventing the restriction set forth in this Section 1.8(a). 

(b) Restrictions on Transactions with Affiliates. Apart from transactions 

contemplated by this Agreement or any Loan Document, the Partnership shall not engage in 

any transaction or otherwise enter into any contractual or similar arrangement with (i) the 

General Partner, (ii) any Subadvisor, (iii) any Carry Recipient, (iv) any Identified Owner or 

(v) any Affiliate of any Person set forth in clauses (i) through (iv) without the prior written 

consent of UST. 

(c) Restrictions on Fee Relationships with Partnership Service Providers. If 

(i) the General Partner, (ii) any Subadvisor, (iii) any Carry Recipient, (iv) any Identified 

Owner or (v) any Affiliate of any Person set forth in clauses (i) through (iv) proposes to 

enter into any new, amended or renewed contractual or other relationship with any entity 

providing a service to the Partnership in exchange for fees or other remuneration payable by 

the Partnership, the General Partner shall cause such Person to represent to the Partnership 

that such fees or other remuneration paid by the Partnership to any such servicer are on an 

arm’s length basis and on terms which are no less favorable to the Partnership than would 

be obtained in a transaction with an unaffiliated party. 

(d) Restrictions on Trade Execution by Broker-Dealer Affiliates. None of (i) 

the General Partner, (ii) any Subadvisor, (iii) any Carry Recipient, (iv) any Identified Owner

or (v) any Affiliate of any Person set forth in clauses (i) through (iv) may execute trades for 

the Partnership or any other PPIF. Each of the General Partner and the Subadvisors shall 

cause the applicable Compliance Officer to ensure that sufficient operational and/or 

technological controls that prohibit such transactions are implemented, monitored and 

tested. Transactions executed by the Partnership shall not be eligible for inclusion in any 

revenue-sharing agreements with broker-dealers. None of (i) the General Partner, (ii) any 

Subadvisor, (iii) any Carry Recipient, (iv) any Identified Owner or (v) any Affiliate of any 

Person set forth in clauses (i) through (iv) may enter into any arrangements with placement 

agents, underwriters or similar agents whereby those parties offer consideration to those 

who decide which placement agents, underwriters or similar agents are permitted to transact 

with the Partnership in order to influence the decisions of such decision makers. 

(e) Certain Transactions. Except in the case of trading, ministerial or other 

similar errors which are cured by the General Partner by making the Partnership whole for 

any loss which such error has caused within seven (7) Business Days from the date on 

which the General Partner first has knowledge of such error, the Partnership shall not, 

without the prior written consent of UST: 

(i) purchase Eligible Assets with the intention to sell such Eligible 

Assets within one week of purchase; or 

(ii) sell Eligible Assets within twenty-four (24) hours of purchase.
095331-0007-11830-Active.11782550

(f) Use of Name. None of the General Partner, the Subadvisors or their 

respective Affiliates shall engage in marketing that refers to the General Partner’s or such 

Subadvisor’s participation in PPIP, other than (i) with respect to marketing Interests in the 

Partnership or interests in the Private Vehicles and/or Feeder Vehicles, (ii) with respect to 

marketing interests in any other investment program sponsored by the General Partner, the 

Subadvisors or their respective Affiliates but solely by making any factual references 

regarding their participation in the PPIP as may be reasonably necessary to comply with 

legal disclosure and other similar regulatory requirements, (iii) with respect to any offering 

document relating to the offer and sale of securities issued by the General Partner, the 

Subadvisors or their respective Affiliates to the extent required by applicable law and (iv) in 

any other manner approved by UST in its sole discretion. 

1.9. Code of Ethics and Personal Trading Policy. (a) Each of the General 

Partner and the Subadvisors shall subject all individuals providing material non-administrative 

services in connection with the Partnership and its investment activities to a code of ethics and 

personal trading policy which will include rules regarding the handling of material non-public 

information and outside business affiliations and giving and accepting gifts and entertainment 

approved by UST (each, a “Code of Ethics and Personal Trading Policy”). 

(b) Each of the General Partner and the Subadvisors shall cause all 

individuals personally and substantially involved in making investment or divestment

decisions for the Partnership, as defined by 5 C.F.R. 2635.402(b)(4), and those which 

become so personally and substantially involved during the term of the Partnership, to 

disclose to the applicable Compliance Officer for review on an annual basis information 

equivalent to that required of certain new or existing employees by the United States Office 

of Government Ethics Form 450 (“Form 450”), available at 

http://www.usoge.gov/forms/form_450.aspx. It is understood this information will not be 

submitted to UST, though it shall be made available to UST and its representatives and

advisors upon request at the offices of the General Partner or the Subadvisors, as applicable. 

(c) Each of the General Partner and the Subadvisors shall cause the 

applicable Compliance Officer to review the information it obtains pursuant to Section 

1.9(b), review such information for instances of personal conflicts of interest, and cause any 

individuals with conflicts of interest to take appropriate action to eliminate or mitigate such 

conflicts, either by divestiture of the asset, recusal of the individual from providing 

investment management services for the Partnership, or through other mitigation controls. 

(d) Each of the General Partner and the Subadvisors shall cause the 

applicable Compliance Officer to take reasonable steps to ensure that individuals providing 

material non-administrative services in connection with the Partnership and its investment

activities do not invest in any other PPIF or in any investment vehicle formed for the 

purpose of investing all of its assets in any other PPIF. Each of the General Partner and the 

Subadvisors shall cause the applicable Compliance Officer to take reasonable steps to 

monitor such trading, including by enforcement of the General Partner’s or Subadvisor’s 

Code of Ethics. Each of the General Partner and the Subadvisors shall cause the applicable 

Compliance Officer to employ testing to determine compliance with the General Partner’s 

Personal Trading Policy at least quarterly. Without limitation, each of the General Partner 
095331-0007-11830-Active.11782550

and the Subadvisors shall cause the applicable Compliance Officer to identify any noncompliant transactions or actual or potential conflicts of interest and report such to UST and 

SIGTARP as soon as reasonably possible.

1.10. Disclosure of Non-Compliance with Compliance Rules. Each of the 

General Partner and the Subadvisors shall cause the applicable Compliance Officer to identify 

material non-compliance with the Compliance Rules and disclose such to UST and SIGTARP as 

soon as reasonably possible.

1.11. Review of Compliance with Compliance Rules. Each of UST and 

SIGTARP, either on its own or through an agent, may conduct both annual and ad hoc reviews 

of compliance with the Compliance Rules. Each of the General Partner, the Subadvisors and 

their respective Affiliates shall cooperate fully with UST, SIGTARP, or any of their designated 

representatives and provide them with any and all such information (in whatever form) requested 

in order to perform such a review.

1.12. Amendments to Compliance Rules. Each of the General Partner and the 

Subadvisors agrees to negotiate in good faith any amendment to the Compliance Rules proposed 

by UST.
ANNEX C

095331-0007-11830-Active.11782550

QUARTERLY CERTIFICATE

[General Partner’s] [Subadvisor’s] Certificate

[Date]

The United States Department of the Treasury

[Address]

Ladies and Gentlemen:

[The undersigned, [General Partner], the general partner (the “General Partner”) 

of [Partnership] (the “Partnership”), does hereby certify to the United States Department of the 

Treasury that:] [The undersigned, [Subadvisor], a subadvisor to [Partnership] (the 

“Partnership”), does hereby certify to the United States Department of the Treasury that:]

1. [Except as set forth in detail on Exhibit A, a] [A]ll representations and warranties 

contained in the Amended and Restated Limited Partnership Agreement of the 

Partnership, dated as of [•], 2009 (the “Partnership Agreement”), are true, correct and 

complete as of the date hereof;1

2. [Except as set forth in detail on Exhibit A, t] [T]he [General Partner] [Subadvisor] has 

materially complied with the Compliance Rules set forth as Annex B to the Partnership 

Agreement. 

3. Pursuant to Annex B of the Partnership Agreement, the General Partner has conducted 

due diligence and determined that all fees or other remuneration, if any, paid by the 

Partnership to servicers who have entered into a new, amended or renewed contractual or 

other relationship with any member of the General Partner Group have been on an arm’s 

length basis and on terms which are no less favorable to the Partnership than would be 

obtained in a transaction with an unaffiliated party.2

4. Distributions from the Partnership have been made in accordance with the Partnership 

Agreement.3

5. All individuals personally and substantially involved in making investment or divestment

decisions for the Partnership, as defined by 5 C.F.R. 2635.402(b)(4), and those which 

become so personally and substantially involved during the term of the Partnership have 

disclosed to the applicable Compliance Officer for review on an annual basis information 

1 General Partner only.

2 General Partner only.

3 General Partner only.
095331-0007-11830-Active.11782550

equivalent to that required of certain new or existing employees by Form 450. The 

Compliance Officer has performed or overseen the performance obligations with respect 

to processing Form 450s described in Section 1.9(b) of the Compliance Rules. 

[Remainder of page intentionally left blank]