(c) If the Interest as a Limited Partner beneficially owned by a BHC Partner exceeds the maximum percentage of the equity of the Partnership permitted by the BHC Act or IB Act or the regulations thereunder as a result of the complete or partial withdrawal of another Limited Partner or any other adjustment of the Interests of the Limited Partners pursuant to this Agreement and such BHC Partner determines, in its reasonable judgment, that the retention of such BHC Partner's entire Interest would violate the BHC Act or IB Act, the General Partner and such BHC Partner shall use their best efforts to cause such BHC Partner's Interest to be sold or to reduce such Interest by the amount of such excess. In the event such BHC Partner's Interest is not sold or so reduced within 90 days of such determination, the BHC Partner shall have the right to withdraw all or a portion of its Interest from the Partnership to the extent necessary to avoid a violation of the BHC Act or IB Act. The amount to be paid to such BHC Partner upon its withdrawal from the Partnership shall be equal to the fair market value of its Interest (or portion thereof withdrawn) as determined mutually in good faith by such BHC Partner and the General Partner; provided that, if the BHC Partner and the General Partner fail to agree on the fair market value of such Interest (or such portion) the valuation shall be established by a mutually acceptable, independent appraiser. The General Partner shall pay such amount to such BHC Partner as soon as practical after the fair market value of such Interest (or such portion) is determined and the consideration paid to such BHC Partner shall be in cash or in kind as mutually agreed by such BHC Partner and the General Partner.
SECTION 12.
ADMISSION OF
ADDITIONAL LIMITED PARTNERS;
ASSIGNMENTS OR
TRANSFERS OF INTEREST; LIMITED
WITHDRAWAL RIGHTS
12.1 Admission of
Additional Limited Partners. No additional Limited Partners will be admitted after
the Final Closing Date, except as provided in Sections 7.2(f) and 12.2.