AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
RIDGELINE-CLARION CO-INVEST, L.P.
A Delaware Limited Partnership
Dated as of January 30, 2026
Execution Version
By and Among
Ridgeline-Clarion Co-Invest GP LLC, as General Partner
and
The Limited Partners Party Hereto
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
RIDGELINE-CLARION CO-INVEST, L.P.
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this "Agreement" or "LPA") of Ridgeline-Clarion Co-Invest, L.P., a Delaware limited partnership (the "Partnership" or "Co-Invest LP"), EIN 93-4817265, is entered into and made effective as of January 30, 2026 (the "Effective Date"), by and among Ridgeline-Clarion Co-Invest GP LLC, a Delaware limited liability company, EIN 93-4817302, as general partner of the Partnership (the "General Partner" or "GP"), and the persons listed on Schedule A hereto, each of which is admitted to the Partnership as a limited partner (each, a "Limited Partner" and collectively, the "Limited Partners").
RECITALS
WHEREAS, the Partnership was formed as a Delaware limited partnership by the filing of a Certificate of Limited Partnership with the Secretary of State of the State of Delaware in accordance with and pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq., as amended from time to time (the "Act");
WHEREAS, the General Partner is a Delaware limited liability company that is wholly owned by Ridgeline Equity Management LLC, a Delaware limited liability company ("Ridgeline Management"), headquartered at 399 Park Avenue, 28th Floor, New York, NY 10022;
WHEREAS, the Partnership has been formed for the purpose of co-investing alongside Ridgeline Equity Partners Fund IV, L.P., a Delaware limited partnership ("Fund IV"), in the equity of Clarion Holdings Acquisition Corp., a Delaware corporation ("AcquisitionCo"), EIN 93-4820119, which will acquire 100% of the equity interests of Clarion Hospitality Holdings, Inc., a Delaware corporation (the "Company" or "Clarion"), EIN 62-1784503;
WHEREAS, Fund IV has a total fund size of Three Billion Two Hundred Million Dollars ($3,200,000,000) and is committing One Hundred Seventy-Five Million Dollars ($175,000,000) of equity to the Acquisition (as defined below);
WHEREAS, the aggregate capital commitments to the Partnership are Seventy-Five Million Dollars ($75,000,000);
WHEREAS, the Partnership, together with Fund IV, will invest an aggregate of Two Hundred Fifty Million Dollars ($250,000,000) of equity in AcquisitionCo in connection with the Acquisition;
WHEREAS, the registered agent of the Partnership in the State of Delaware is Capitol Registered Agents, Inc., 850 New Burton Road, Suite 201, Dover, DE 19904;
WHEREAS, the parties hereto desire to amend and restate the original limited partnership agreement of the Partnership in its entirety as set forth herein; and
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, warranties, and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Acquisition" means the acquisition by AcquisitionCo of 100% of the issued and outstanding equity interests of Clarion Hospitality Holdings, Inc., a Delaware corporation, pursuant to the terms and conditions of that certain Stock Purchase Agreement, dated as of December 12, 2025, by and among AcquisitionCo, the sellers party thereto, and the other parties named therein.
"AcquisitionCo" means Clarion Holdings Acquisition Corp., a Delaware corporation, EIN 93-4820119, which is the entity formed for the purpose of consummating the Acquisition and holding the equity interests of Clarion following the Closing.
"AcquisitionCo Equity" means the equity interests in AcquisitionCo held by the Partnership from time to time, including all shares of capital stock, membership interests, or other equity securities of AcquisitionCo, and any securities convertible into or exercisable for such equity interests.
"Act" means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq., as amended, supplemented, or restated from time to time.
"Adjusted Capital Account" means, with respect to each Partner, the balance in such Partner's Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments: (a) credit to such Capital Account any amounts that such Partner is obligated to restore or is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), and (b) debit to such Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6). The foregoing definition is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
"Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by, or under common control with such specified Person. For purposes of this definition, "control" (including, with its correlative meanings, "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
"Aggregate Capital Commitments" means Seventy-Five Million Dollars ($75,000,000), being the aggregate amount of Capital Commitments of all Limited Partners as set forth on Schedule A.
"Agreement" means this Amended and Restated Limited Partnership Agreement of Ridgeline-Clarion Co-Invest, L.P., as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Business Day" means any day other than a Saturday, Sunday, or any day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close.
"Capital Account" means, with respect to each Partner, the capital account maintained for such Partner in accordance with Section 5.1 hereof and the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv).
"Capital Call Notice" has the meaning set forth in Section 4.2(a).
"Capital Commitment" means, with respect to each Limited Partner, the total amount of capital that such Limited Partner has committed to contribute to the Partnership, as set forth opposite such Limited Partner's name on Schedule A, as the same may be adjusted from time to time in accordance with this Agreement.
"Capital Contribution" means, with respect to each Partner, the aggregate amount of capital contributed (or deemed contributed) by such Partner to the Partnership in cash or, with the approval of the GP, in kind.
"Carried Interest" has the meaning set forth in Section 6.3.
"Carried Interest Percentage" means ten percent (10%).
"Cause" means, with respect to any Person, (a) such Person's commission of fraud, embezzlement, or willful misconduct in connection with the Partnership or the Investment, (b) gross negligence by such Person in the performance of its duties and obligations hereunder, (c) such Person's material breach of this Agreement that remains uncured for a period of thirty (30) days after receipt of written notice thereof from the GP (or, in the case of the GP, from a majority-in-interest of the Limited Partners), or (d) such Person's conviction of, or plea of guilty or nolo contendere to, a felony.
"Clawback Amount" has the meaning set forth in Section 6.5.
"Closing" means the closing of the Acquisition.
"Closing Date" means January 30, 2026.
"Code" means the Internal Revenue Code of 1986, as amended from time to time.
"Company" or "Clarion" means Clarion Hospitality Holdings, Inc., a Delaware corporation, EIN 62-1784503, headquartered at 200 International Drive, Suite 1500, Nashville, TN 37214.
"Confidential Information" has the meaning set forth in Section 12.3(a).
"Covered Person" means the GP, its Affiliates, and their respective members, partners, managers, officers, directors, employees, agents, and representatives.
"Default" has the meaning set forth in Section 4.4(a).
"Defaulting Limited Partner" has the meaning set forth in Section 4.4(b).
"Distributable Cash" means, as of any date of determination, the cash held by the Partnership that the GP determines, in its reasonable discretion, is available for distribution to the Partners after taking into account (a) any reserves that the GP determines in good faith are necessary or appropriate for the payment of Partnership debts, expenses, and obligations (whether actual, contingent, or anticipated), and (b) the working capital needs of the Partnership.
"Distribution" means any distribution of cash or other property (valued at fair market value) by the Partnership to the Partners pursuant to Article VI hereof.
"Drag-Along Right" has the meaning set forth in Section 8.6.
"Drag-Along Sale" has the meaning set forth in Section 8.6.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.
"Excess Amount" has the meaning set forth in Section 6.5.
"Fiscal Year" means the calendar year (January 1 through December 31) or, in the case of the first Fiscal Year, the period commencing on the date of formation of the Partnership and ending on December 31 of the year of formation, and in the case of the last Fiscal Year, the period commencing on January 1 of the year of dissolution and ending on the date of the final liquidating distribution.
"Fund IV" means Ridgeline Equity Partners Fund IV, L.P., a Delaware limited partnership.
"Fund IV GP" means Ridgeline Equity Partners GP IV LLC, a Delaware limited liability company, the general partner of Fund IV.
"GAAP" means generally accepted accounting principles in the United States, as in effect from time to time.
"General Partner" or "GP" means Ridgeline-Clarion Co-Invest GP LLC, a Delaware limited liability company, EIN 93-4817302, or any successor general partner admitted in accordance with the terms of this Agreement.
"GP Clawback" has the meaning set forth in Section 6.5.
"GP Extension" has the meaning set forth in Section 11.1.
"Initial Capital Contribution" means, with respect to each Limited Partner, one hundred percent (100%) of such Limited Partner's Capital Commitment, which is due and payable at the Closing in accordance with Section 4.2(b).
"Investment" means the Partnership's investment in the AcquisitionCo Equity, including all proceeds, income, and other amounts received or receivable in respect thereof.
"Key Person Event" has the meaning set forth in Section 10.1(b).
"Key Persons" means Julian T. Whitmore and Connor M. Rafferty.
"Limited Partner" means each Person admitted to the Partnership as a limited partner in accordance with this Agreement and listed on Schedule A hereto, and any Person subsequently admitted as a limited partner in accordance with the terms hereof, for so long as such Person remains a limited partner of the Partnership.
"LPAC" or "Limited Partner Advisory Committee" has the meaning set forth in Section 9.1.
"Management Fee" means zero dollars ($0). No management fee shall be charged to the Partnership or any Limited Partner by the GP, Ridgeline Management, or any of their respective Affiliates.
"Net Profits" and "Net Losses" have the meanings set forth in Section 5.5.
"Organizational Expenses" means the expenses incurred in connection with the formation and organization of the Partnership, including legal fees for the preparation and negotiation of this Agreement, filing fees, accounting fees, and other expenses directly attributable to the organization of the Partnership.
"Organizational Expenses Cap" means One Hundred Fifty Thousand Dollars ($150,000).
"Partner" means the General Partner and each Limited Partner, collectively referred to as the "Partners."
"Partnership" means Ridgeline-Clarion Co-Invest, L.P., a Delaware limited partnership.
"Partnership Interest" means, with respect to any Partner, such Partner's entire interest in the Partnership, including such Partner's economic rights (including rights to allocations and distributions) and governance rights (including voting, consent, and information rights) as set forth in this Agreement and under the Act.
"Partnership Percentage" means, with respect to each Limited Partner, the percentage obtained by dividing such Limited Partner's Capital Commitment by the Aggregate Capital Commitments, as set forth on Schedule A, as adjusted from time to time in accordance with this Agreement.
"Pellegrino" means Pellegrino Capital Group LLC, a Delaware limited liability company (foreign-qualified in Florida), EIN 84-3291047.
"Permitted Transferee" means, with respect to any Limited Partner, (a) an Affiliate of such Limited Partner, (b) a successor entity resulting from the merger, consolidation, or reorganization of such Limited Partner, or (c) any other Person approved by the GP in its sole discretion.
"Person" means an individual, corporation, partnership, limited partnership, limited liability company, trust, estate, governmental authority, or any other entity.
"Preferred Return" means a return of eight percent (8%) per annum on unreturned Capital Contributions, compounded quarterly.
"Preferred Return Amount" has the meaning set forth in Section 6.2(b).
"Ridgeline Management" means Ridgeline Equity Management LLC, a Delaware limited liability company, headquartered at 399 Park Avenue, 28th Floor, New York, NY 10022.
"ROFR" or "Right of First Refusal" has the meaning set forth in Section 8.3.
"Securities Act" means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.
"Side Letter" means any letter agreement or supplemental agreement entered into between the GP and a Limited Partner that supplements or modifies the terms of this Agreement solely as to such Limited Partner.
"Tag-Along Right" has the meaning set forth in Section 8.5.
"Tag-Along Sale" has the meaning set forth in Section 8.5.
"Tax Distributions" has the meaning set forth in Section 6.8.
"Term" has the meaning set forth in Section 11.1.
"Transfer" has the meaning set forth in Section 8.1.
"Transfer Notice" has the meaning set forth in Section 8.3.
"Treasury Regulations" means the federal income tax regulations, including temporary and final regulations, promulgated under the Code, as the same may be amended from time to time (including corresponding provisions of any successor regulations).
Section 1.2 — Rules of Construction
In this Agreement, unless the context otherwise requires:
(a) The term "including" means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.
(b) The headings and captions of the Articles, Sections, and subsections of this Agreement are inserted for convenience of reference only and shall not affect the interpretation or construction hereof.
(c) All references to "Articles," "Sections," "Schedules," and "Exhibits" are to Articles, Sections, Schedules, and Exhibits of and to this Agreement, unless otherwise specified.
(d) Words in the singular shall include the plural and vice versa, and words in one gender shall include all genders.
(e) The terms "herein," "hereof," "hereunder," "hereto," and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or other subdivision hereof.
(f) References to any statute or statutory provision include any statute or statutory provision that amends, extends, consolidates, or replaces the same, or that has been amended, extended, consolidated, or replaced by the same, and include any rules, regulations, orders, and other subordinate legislation made under the relevant statute or statutory provision.
(g) References to "days" shall mean calendar days unless the term "Business Days" is expressly used.
(h) All dollar amounts are stated in United States dollars.
(i) The words "shall" and "will" are used interchangeably and have the same meaning.
ARTICLE II — FORMATION AND ORGANIZATION
Section 2.1 — Formation
The Partnership was formed as a Delaware limited partnership under the Act by the filing of a Certificate of Limited Partnership with the Secretary of State of the State of Delaware. The General Partner shall take all actions reasonably necessary to maintain the Partnership's status as a limited partnership under the Act, including the filing of any amendments to the Certificate of Limited Partnership and such other certificates, notices, or documents as may be required by the Act or by applicable law in any jurisdiction in which the Partnership may conduct business or own property.
Section 2.2 — Name
The name of the Partnership is Ridgeline-Clarion Co-Invest, L.P. The business of the Partnership shall be conducted under such name or such other name or names as the General Partner may determine from time to time in its sole discretion. The General Partner shall promptly notify each Limited Partner of any change of the Partnership's name.
Section 2.3 — Registered Office and Registered Agent
The registered office of the Partnership in the State of Delaware is located at c/o Capitol Registered Agents, Inc., 850 New Burton Road, Suite 201, Dover, DE 19904. The registered agent of the Partnership for service of process at such address is Capitol Registered Agents, Inc. The General Partner may change the registered office or registered agent (or both) of the Partnership from time to time in accordance with the Act by filing the appropriate amendment to the Certificate of Limited Partnership with the Secretary of State of the State of Delaware.
Section 2.4 — Principal Office
The principal office of the Partnership shall be located at the offices of the General Partner at 399 Park Avenue, 28th Floor, New York, NY 10022, or at such other place or places as the General Partner may from time to time designate by notice to the Limited Partners. The books and records of the Partnership shall be maintained at the principal office of the Partnership, or at such other location as the General Partner may designate from time to time.
Section 2.5 — Purpose
The purpose of the Partnership is to co-invest alongside Fund IV in the equity of AcquisitionCo, which will acquire 100% of the issued and outstanding equity interests of Clarion Hospitality Holdings, Inc. The Partnership shall hold, manage, monitor, and ultimately dispose of such Investment, and shall engage in all activities incidental, necessary, or related thereto. The Partnership is formed solely for the purpose of making and holding the Investment, and shall not make any follow-on investments, acquire any additional portfolio companies, or accept any additional capital commitments from the Limited Partners beyond the Initial Capital Contributions. Except as expressly provided herein, the Partnership shall not engage in any business or activity other than in furtherance of the foregoing purpose.
Section 2.6 — Term
The term of the Partnership shall be as set forth in Article XI.
Section 2.7 — Fiscal Year
The Fiscal Year of the Partnership shall be the calendar year, commencing on January 1 and ending on December 31 of each year, or such other fiscal year as the General Partner may select in compliance with the Code and applicable Treasury Regulations.
Section 2.8 — Tax Classification
The Partnership intends to be treated as a partnership for United States federal, state, and local income tax purposes and shall not elect to be classified as a corporation or association taxable as a corporation for federal income tax purposes. The General Partner shall not take any action, and shall cause the Partnership not to take any action, that would cause the Partnership to be classified as other than a partnership for United States federal income tax purposes, including not electing to be treated as a corporation under Treasury Regulations Section 301.7701-3. Each Partner agrees that it will not take any position on any tax return or in any tax proceeding that is inconsistent with the treatment of the Partnership as a partnership for United States federal income tax purposes.
Section 2.9 — Title to Partnership Property
All property of the Partnership, whether real, personal, or mixed, and whether tangible or intangible, shall be owned by the Partnership as an entity and shall be held in the name of the Partnership or a nominee designated by the General Partner. No Partner shall have any individual ownership interest in any Partnership property by virtue of being a Partner, and each Partner's interest in the Partnership shall be personal property for all purposes. No Partner shall have the right to partition any property of the Partnership or to compel any sale or appraisal of Partnership assets.
ARTICLE III — PARTNERS; ADMISSIONS
Section 3.1 — General Partner
Ridgeline-Clarion Co-Invest GP LLC, a Delaware limited liability company, EIN 93-4817302, is hereby confirmed as the General Partner of the Partnership. The General Partner is wholly owned by Ridgeline Equity Management LLC. The General Partner shall have an interest in the Partnership as set forth in this Agreement, including the right to receive Carried Interest distributions pursuant to Article VI, but shall not be required to make any Capital Contribution to the Partnership. The General Partner's rights and obligations with respect to the management and operation of the Partnership are set forth in Article VII.
Section 3.2 — Limited Partners
The Limited Partners of the Partnership are the Persons listed on Schedule A attached hereto, together with their respective Capital Commitments and Partnership Percentages. Without limiting the generality of the foregoing:
(a) Pellegrino Capital Group LLC, a Delaware limited liability company (foreign-qualified in the State of Florida), EIN 84-3291047, is admitted as a Limited Partner with a Capital Commitment of Twenty-Five Million Dollars ($25,000,000), representing a Partnership Percentage of 33.33% of the Aggregate Capital Commitments.
(b) The remaining co-investors listed on Schedule A are admitted as Limited Partners with aggregate Capital Commitments of Fifty Million Dollars ($50,000,000), representing an aggregate Partnership Percentage of 66.67% of the Aggregate Capital Commitments, each with its respective individual Capital Commitment and Partnership Percentage as set forth on Schedule A.
Each Limited Partner's Partnership Interest, including its economic and governance rights, shall be determined by reference to its Partnership Percentage as set forth on Schedule A, subject to adjustment as provided herein.
Section 3.3 — Admission of Additional Limited Partners
(a) The General Partner may admit additional Limited Partners to the Partnership prior to the Closing Date, in the General Partner's sole discretion, subject to maintaining the Aggregate Capital Commitments at Seventy-Five Million Dollars ($75,000,000). Any such additional Limited Partner shall execute a joinder to this Agreement substantially in the form of Exhibit A and shall be bound by all terms and conditions hereof.
(b) After the Closing Date, additional Limited Partners may be admitted to the Partnership only in connection with a Transfer of a Partnership Interest that is permitted under and consummated in accordance with Article VIII. Any transferee admitted as a Limited Partner shall execute a joinder to this Agreement and shall succeed to all rights and obligations of the transferring Limited Partner with respect to the transferred Partnership Interest.
(c) The General Partner shall promptly update Schedule A to reflect the admission of any additional Limited Partner and shall provide a copy of the updated Schedule A to all Partners.
Section 3.4 — Representations and Warranties of Limited Partners
Each Limited Partner, severally and not jointly, hereby represents and warrants to the Partnership and the General Partner, as of the date of such Limited Partner's execution of this Agreement (or its joinder hereto) and as of the Closing Date, as follows:
(a) Organization and Good Standing. Such Limited Partner is duly organized, validly existing, and in good standing (or the equivalent thereof) under the laws of the jurisdiction of its organization, and is duly qualified or registered to do business in each jurisdiction where the nature of its activities or the character of its properties requires such qualification or registration.
(b) Authority. Such Limited Partner has full power and authority to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by such Limited Partner has been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of such Limited Partner.
(c) No Violations. The execution, delivery, and performance of this Agreement by such Limited Partner does not and will not (i) violate, conflict with, or result in a breach of any provision of such Limited Partner's organizational documents, (ii) violate any law, rule, regulation, order, judgment, or decree applicable to such Limited Partner, or (iii) conflict with, result in a breach of, or constitute a default under any material agreement or instrument to which such Limited Partner is a party or by which its properties are bound.
(d) Accredited Investor. Such Limited Partner is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended.
(e) Investment Intent. Such Limited Partner is acquiring its Partnership Interest for its own account, for investment purposes only, and not with a view to, or for offer or sale in connection with, any distribution thereof within the meaning of the Securities Act. Such Limited Partner acknowledges that the Partnership Interests have not been registered under the Securities Act or the securities laws of any state and cannot be transferred, sold, or otherwise disposed of except in compliance with such laws.
(f) ERISA. Such Limited Partner is not a "benefit plan investor" as defined in Section 3(42) of ERISA and the regulations promulgated thereunder, or if such Limited Partner is a benefit plan investor, the investment by such Limited Partner in the Partnership satisfies all applicable requirements of ERISA, including any applicable prohibited transaction exemptions, and will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.
(g) Bad Actor. Such Limited Partner is not a "bad actor" within the meaning of Rule 506(d) of Regulation D promulgated under the Securities Act.
(h) Anti-Money Laundering; OFAC; FATCA. Such Limited Partner is in compliance with all applicable anti-money laundering laws and regulations, including the Bank Secrecy Act, the USA PATRIOT Act, and the regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"). Such Limited Partner is not (i) a Person listed on the Specially Designated Nationals and blocked Persons List maintained by OFAC, (ii) a Person that is otherwise the target of U.S. sanctions laws, or (iii) a Person located, organized, or resident in a country or territory that is the subject of comprehensive U.S. sanctions. Such Limited Partner is in compliance with the Foreign Account Tax Compliance Act ("FATCA"), Sections 1471 through 1474 of the Code, and any applicable intergovernmental agreements thereunder.
(i) Sophistication. Such Limited Partner has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Partnership and making an informed investment decision with respect thereto. Such Limited Partner is able to bear the economic risk of its investment for an indefinite period and is able to afford a complete loss of its investment.
Section 3.5 — No Authority of Limited Partners
No Limited Partner shall have any authority to act for, bind, or otherwise obligate the Partnership or any other Partner in any manner whatsoever solely by virtue of being a Limited Partner. Limited Partners shall have only the rights, powers, and authority specifically granted to them pursuant to this Agreement or as required under the Act, and no Limited Partner shall take any action in its capacity as a Limited Partner that would jeopardize the status of the Partnership as a limited partnership under the Act. No Limited Partner shall participate in the management or control of the Partnership's business or transact any business on behalf of the Partnership. The exercise by a Limited Partner of any rights granted under this Agreement, including the right to vote on or consent to matters specified herein, shall not constitute participation in the management or control of the Partnership's business for purposes of the Act.
ARTICLE IV — CAPITAL CONTRIBUTIONS; CAPITAL CALLS; DEFAULTS
Section 4.1 — Capital Commitments
Each Limited Partner shall make Capital Contributions to the Partnership up to, but not in excess of, the amount of its Capital Commitment as set forth on Schedule A, in accordance with and subject to the terms and conditions of this Article IV. The Aggregate Capital Commitments of all Limited Partners shall be Seventy-Five Million Dollars ($75,000,000). Without limiting the generality of the foregoing, the Capital Commitment of Pellegrino Capital Group LLC shall be Twenty-Five Million Dollars ($25,000,000), representing a Partnership Percentage of 33.33%.
Section 4.2 — Capital Calls
(a) Capital Call Notice. The General Partner shall issue a written notice to each Limited Partner (each, a "Capital Call Notice") specifying (i) the aggregate amount of the Capital Contribution being called, (ii) each Limited Partner's proportionate share of the Capital Contribution (based on its Partnership Percentage), (iii) the purpose of the capital call, (iv) the payment date (which shall not be less than ten (10) Business Days following the date of delivery of such Capital Call Notice), and (v) wire transfer instructions for payment. Capital Call Notices shall be delivered in accordance with Section 14.1 (Notices). A form of Capital Call Notice is attached hereto as Exhibit B.
(b) Initial Capital Call. One hundred percent (100%) of each Limited Partner's Capital Commitment shall be called at the Closing. The Initial Capital Contribution of each Limited Partner is due and payable on or before January 30, 2026 (the Closing Date). Without limitation, the Initial Capital Contribution of Pellegrino Capital Group LLC shall be Twenty-Five Million Dollars ($25,000,000), due on or before January 30, 2026. All Initial Capital Contributions shall be funded in immediately available United States dollars by wire transfer to the account designated by the General Partner in the applicable Capital Call Notice. Time shall be of the essence with respect to the payment of Initial Capital Contributions.
(c) Subsequent Capital Calls. The Partnership is a single-investment co-invest vehicle, and no follow-on investments or additional capital commitments are contemplated. Accordingly, Capital Contributions shall be limited to the Initial Capital Contribution, except that the General Partner may call additional Capital Contributions from the Limited Partners solely for the purpose of funding Partnership expenses (including Organizational Expenses, administrative expenses, and any other expenses properly chargeable to the Partnership under Section 7.5), provided that (i) any such additional Capital Contributions for Organizational Expenses shall not exceed the Organizational Expenses Cap, (ii) any such additional Capital Contributions shall be funded from available Partnership reserves prior to requiring additional contributions from Limited Partners, and (iii) any additional Capital Contributions required hereunder shall be called pro rata from all Limited Partners based on their respective Partnership Percentages.
Section 4.3 — Return of Capital Contributions
No Limited Partner shall have the right to demand or receive the return of any Capital Contribution or any part thereof at any time. Capital Contributions shall be returned to Limited Partners only through Distributions made in accordance with Article VI. No Limited Partner shall have priority over any other Limited Partner with respect to the return of Capital Contributions, except as expressly set forth in Article VI or in the case of a Defaulting Limited Partner as provided in Section 4.4.
Section 4.4 — Default
(a) Definition of Default. A "Default" shall occur if any Limited Partner fails to fund all or any portion of a Capital Contribution within five (5) Business Days following the payment date specified in the applicable Capital Call Notice (after giving effect to the minimum ten (10) Business Day notice period set forth in Section 4.2(a)).
(b) Remedies Upon Default. Upon the occurrence of a Default by any Limited Partner (such Limited Partner, a "Defaulting Limited Partner"), the General Partner shall have the right, in addition to any other rights and remedies available at law or in equity, to impose any or all of the following penalties and remedies:
(i) Forfeiture of Partnership Interest. Fifty percent (50%) of the Defaulting Limited Partner's Partnership Interest (including fifty percent (50%) of all Capital Contributions previously made by such Defaulting Limited Partner and all rights attributable thereto) shall be forfeited and shall be allocated among the non-defaulting Limited Partners pro rata based on their respective Partnership Percentages (calculated without regard to the Defaulting Limited Partner's Partnership Percentage).
(ii) Subordination of Remaining Interest. The remaining fifty percent (50%) of the Defaulting Limited Partner's Partnership Interest shall be subordinated to all other Partnership Interests for purposes of Distributions under Article VI. The Defaulting Limited Partner shall receive Distributions only after all non-defaulting Partners have received a return of their Capital Contributions and their respective Preferred Return Amounts in full.
(iii) Loss of Governance Rights. The Defaulting Limited Partner shall immediately forfeit any seat on the LPAC and all governance, consent, and voting rights under this Agreement.
(iv) Default Interest. Interest shall accrue on the unpaid Capital Contribution amount at the lesser of (A) eighteen percent (18%) per annum, compounded monthly, or (B) the maximum rate permitted by applicable law, from the date such Capital Contribution was due until paid in full.
(c) Cure Period. Notwithstanding the foregoing, a Defaulting Limited Partner may cure a Default by funding the full amount of its unpaid Capital Contribution, together with all accrued and unpaid interest thereon pursuant to Section 4.4(b)(iv), within ten (10) Business Days of receiving written notice from the General Partner of the occurrence of the Default (a "Default Notice"); provided, however, that the General Partner may waive such cure right in its sole discretion if the failure to fund has materially prejudiced the Partnership, including without limitation if the failure to fund has impaired the Partnership's ability to consummate the Acquisition or satisfy its obligations to AcquisitionCo. If a Default is cured within the applicable cure period, the remedies set forth in Section 4.4(b) shall not be imposed.
(d) GP Right to Fund. If a Default is not cured within the applicable cure period, the General Partner may, but shall not be obligated to, take one or more of the following actions: (i) fund the unpaid Capital Contribution from Partnership reserves, if any, (ii) admit a replacement Limited Partner to fund the unpaid Capital Contribution on terms determined by the General Partner, or (iii) permit the non-defaulting Limited Partners to fund the unpaid Capital Contribution on a pro rata basis (based on their respective Partnership Percentages, calculated without regard to the Defaulting Limited Partner). The General Partner shall have sole discretion in determining which remedies to pursue and in what order.
Section 4.5 — No Interest on Capital Contributions
Except as expressly provided in Section 4.4(b)(iv) with respect to defaulted Capital Contributions, no Partner shall be entitled to receive any interest on its Capital Contributions. The Preferred Return provided in Article VI is not interest on Capital Contributions but rather a priority return on invested capital.
ARTICLE V — ALLOCATIONS; CAPITAL ACCOUNTS
Section 5.1 — Capital Accounts
A Capital Account shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). Each Partner's Capital Account shall be:
(a) Credited with (i) the amount of such Partner's Capital Contributions, (ii) the amount of Net Profits allocated to such Partner, and (iii) the fair market value of any property contributed by such Partner to the Partnership (net of liabilities secured by such contributed property that the Partnership is considered to assume or take subject to under Section 752 of the Code).
(b) Debited with (i) the amount of all Distributions to such Partner (or the fair market value of any property distributed in kind to such Partner, net of liabilities secured by such property that such Partner is considered to assume or take subject to under Section 752 of the Code), and (ii) the amount of Net Losses allocated to such Partner.
The foregoing provisions and the other provisions of this Agreement relating to Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent therewith. In the event the General Partner determines that it is prudent to modify the manner in which the Capital Accounts are maintained in order to comply with such Treasury Regulations, the General Partner may make such modification without the consent of the Limited Partners, provided that such modification is not likely to have a material adverse effect on the amounts distributable to any Partner.
Section 5.2 — Allocation of Net Profits
Net Profits for each Fiscal Year (and, if necessary, each interim period) shall be allocated among the Partners in the following order of priority:
(a) Loss Chargeback. First, to the Partners in proportion to, and to the extent of, prior allocations of Net Losses to such Partners that have not previously been offset by allocations of Net Profits pursuant to this Section 5.2(a), with the most recent allocations of Net Losses being offset first.
(b) Preferred Return Allocation. Second, to each Limited Partner, pro rata in proportion to their respective Partnership Percentages, until each Limited Partner's Capital Account equals the sum of (i) such Limited Partner's unreturned Capital Contributions and (ii) such Limited Partner's Preferred Return Amount.
(c) Residual Profit Allocation. Third, ninety percent (90%) to the Limited Partners (pro rata in proportion to their respective Partnership Percentages) and ten percent (10%) to the General Partner (representing the General Partner's share of Net Profits corresponding to the Carried Interest).
Section 5.3 — Allocation of Net Losses
Net Losses for each Fiscal Year (and, if necessary, each interim period) shall be allocated among the Partners in the reverse order of the allocation of Net Profits under Section 5.2; provided, however, that no allocation of Net Losses shall cause any Limited Partner's Capital Account to have a deficit balance (i.e., a balance less than zero). Any Net Losses that cannot be allocated to a Limited Partner by reason of the foregoing limitation shall be allocated to the General Partner or to other Partners in accordance with the Treasury Regulations, subject to the special allocation provisions of Section 5.4.
Section 5.4 — Special Allocations
Notwithstanding the provisions of Sections 5.2 and 5.3, the following special allocations shall be made in the following order of priority:
(a) Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6) that cause or increase a deficit balance in such Partner's Adjusted Capital Account, items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, such deficit balance as quickly as possible.
(b) Minimum Gain Chargeback. Notwithstanding any other provision of this Article V, if there is a net decrease in Partnership minimum gain (as defined in Treasury Regulations Section 1.704-2(d)) during any Fiscal Year, each Partner shall be specially allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Partner's share of the net decrease in Partnership minimum gain, determined in accordance with Treasury Regulations Sections 1.704-2(f) and 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f)(6). This Section 5.4(b) is intended to comply with the minimum gain chargeback requirement of Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.
(c) Partner Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Article V (other than Section 5.4(b)), if there is a net decrease in partner nonrecourse debt minimum gain (as defined in Treasury Regulations Section 1.704-2(i)(3)) during any Fiscal Year, each Partner who has a share of such partner nonrecourse debt minimum gain shall be specially allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Partner's share of the net decrease in such minimum gain, determined in accordance with Treasury Regulations Section 1.704-2(i)(4).
(d) Gross Income Allocation. In the event any Partner has a deficit Capital Account at the end of any Fiscal Year that is in excess of the sum of (i) the amount such Partner is obligated to restore and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 5.4(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.4(d) were not in this Agreement.
(e) Section 704(c) Allocations. In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the Partnership shall, solely for federal income tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial book value. The General Partner shall have the authority to select any reasonable method of allocation permitted by Treasury Regulations Section 1.704-3, including the traditional method, the traditional method with curative allocations, or the remedial method.
(f) Curative and Remedial Allocations. The General Partner is authorized to make such curative and remedial allocations as may be necessary to comply with Section 704(b) of the Code and the Treasury Regulations promulgated thereunder, including any regulatory safe harbor provisions.
Section 5.5 — Determination of Net Profits and Net Losses
"Net Profits" and "Net Losses" for each Fiscal Year (or other applicable period) shall mean the taxable income or loss of the Partnership for such period, as determined for federal income tax purposes under the accounting method used by the Partnership, with the following adjustments:
(a) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Net Profits or Net Losses shall be added to such taxable income or loss.
(b) Any expenditures of the Partnership described in Section 705(a)(2)(B) of the Code (or treated as expenditures described in such section pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing Net Profits or Net Losses shall be subtracted from such taxable income or loss.
(c) In the event the book value of any Partnership asset is adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(e) or (f), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Profits or Net Losses.
(d) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the book value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its book value.
(e) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account depreciation or amortization as determined for book purposes in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g).
The General Partner shall determine Net Profits and Net Losses in its reasonable discretion, applied consistently from Fiscal Year to Fiscal Year.
Section 5.6 — Tax Allocations
(a) General Rule. Tax items of income, gain, loss, deduction, and credit shall generally be allocated among the Partners in a manner consistent with the allocations of the corresponding items of book income, gain, loss, and deduction under this Article V, except as otherwise required by Section 704(c) of the Code and the Treasury Regulations thereunder.
(b) Partnership Representative. The General Partner shall serve as the "tax matters partner" of the Partnership within the meaning of Section 6231 of the Code (as in effect prior to amendment by the Bipartisan Budget Act of 2015) and as the "partnership representative" of the Partnership within the meaning of Section 6223 of the Code (as in effect following such amendment), for all taxable years of the Partnership. The General Partner shall have the authority and obligation to take all actions necessary or appropriate in such capacity, including the authority to make elections, extend statutes of limitation, bind the Partnership and the Partners in tax proceedings, and settle tax audits and controversies. The General Partner shall make reasonable efforts to minimize any adverse tax impact on the Limited Partners arising from its actions as Partnership Representative, and shall consult with the LPAC prior to making any material decisions in connection with any tax audit or proceeding.
(c) Tax Elections. The General Partner shall have the authority to make, or refrain from making, all tax elections on behalf of the Partnership, including elections under Sections 754, 761, and 1061 of the Code and any corresponding state or local tax provisions. The General Partner shall, if requested by a transferee of a Partnership Interest in connection with a permitted Transfer, consider in good faith whether to file an election under Section 754 of the Code.
ARTICLE VI — DISTRIBUTIONS
Section 6.1 — Timing of Distributions
Distributions shall be made at such times and in such amounts as the General Partner determines in its sole discretion, following the receipt by the Partnership of proceeds from the disposition (in whole or in part) of the Investment or from dividends, interest, or other sources of income attributable to the Investment. All Distributions shall be made in cash, denominated in United States dollars, to bank accounts designated by the Partners in writing. The General Partner shall use commercially reasonable efforts to distribute available Distributable Cash within thirty (30) days following receipt by the Partnership of such cash, subject to the establishment and maintenance of reasonable reserves for known and anticipated expenses, liabilities, and obligations of the Partnership as determined by the General Partner in its reasonable discretion.
Section 6.2 — Distribution Waterfall
Distributions of Distributable Cash shall be made in the following order of priority:
(a) Return of Capital. First, one hundred percent (100%) to the Limited Partners, pro rata in proportion to their respective Capital Contributions, until each Limited Partner has received cumulative Distributions under this clause (a) equal to the aggregate amount of such Limited Partner's Capital Contributions (i.e., until each Limited Partner has received a full return of its contributed capital).
(b) Preferred Return. Second, one hundred percent (100%) to the Limited Partners, pro rata in proportion to their respective Capital Contributions, until each Limited Partner has received cumulative Distributions under this clause (b) equal to a preferred return of eight percent (8%) per annum on unreturned Capital Contributions, compounded quarterly, calculated from the date of each Capital Contribution through the date of each Distribution (the "Preferred Return Amount"). For purposes of calculating unreturned Capital Contributions, a Limited Partner's Capital Contributions shall be reduced by Distributions received by such Limited Partner under clause (a) above. The compounding of the Preferred Return shall occur on the last day of each calendar quarter (March 31, June 30, September 30, and December 31) (or, in the case of the first and last quarters, on the applicable portion thereof).
(c) GP Catch-Up. Third, one hundred percent (100%) to the General Partner, until the General Partner has received cumulative Distributions under this clause (c) equal to an amount that is 10/90ths (ten-ninetieths) of the aggregate amounts distributed to the Limited Partners under clause (b) above.
(d) Residual Split. Fourth, ninety percent (90%) to the Limited Partners (pro rata in proportion to their respective Partnership Percentages) and ten percent (10%) to the General Partner.
The General Partner's share of Distributions under clauses (c) and (d) constitutes the "Carried Interest" of the General Partner, with the Carried Interest Percentage being ten percent (10%) of net profits in excess of the Preferred Return Amount. For the avoidance of doubt, the Distribution waterfall set forth in this Section 6.2 shall be applied on a cumulative, aggregate basis across all Distributions made over the life of the Partnership.
Section 6.3 — Carried Interest
The Carried Interest Percentage shall be ten percent (10%) of net profits in excess of the Preferred Return Amount, as reflected in the Distribution waterfall set forth in Section 6.2. For the avoidance of doubt, the Carried Interest is payable solely from Partnership Distributions and not from Management Fees, there being no Management Fees payable hereunder. The Carried Interest is subject to the GP Clawback obligation set forth in Section 6.5. The General Partner acknowledges that Section 1061 of the Internal Revenue Code applies to the Carried Interest and that the three-year holding period requirement of Section 1061 shall apply to any applicable partnership interests held by the General Partner or its individual members.
Section 6.4 — Management Fee
No management fee shall be charged to the Partnership or to any Limited Partner. The Management Fee is zero dollars ($0). For the avoidance of doubt, no management fee, monitoring fee, transaction fee, advisory fee, or similar fee shall be payable by the Partnership to the General Partner, Ridgeline Management, or any of their respective Affiliates.
Section 6.5 — GP Clawback
Upon the final liquidation and winding up of the Partnership, the General Partner shall return to the Partnership one hundred percent (100%) of any "Excess Amount" received as Carried Interest Distributions (the "GP Clawback"), such that, after giving effect to all Distributions made over the life of the Partnership (including any amounts returned pursuant to this Section 6.5), the General Partner shall not have received aggregate Carried Interest Distributions in excess of the Carried Interest Percentage of the Partnership's cumulative net profits.
The "Excess Amount" is the amount by which cumulative Distributions received by the General Partner as Carried Interest exceed the amount to which the General Partner would have been entitled had the Distribution waterfall in Section 6.2 been applied on an aggregate, cumulative basis to all Distributions made over the life of the Partnership (i.e., as if all Distributions were made in a single liquidating distribution). The "Clawback Amount" is the amount that the General Partner is required to return to the Partnership pursuant to this Section 6.5.
The GP Clawback obligation shall survive the dissolution and termination of the Partnership. The General Partner shall, within ninety (90) days of the final liquidating distribution, calculate the Clawback Amount (if any) and pay such Clawback Amount to the Partnership for distribution to the Limited Partners in accordance with Section 6.2. The General Partner shall provide to each Limited Partner, concurrently with the payment of any Clawback Amount, a detailed calculation showing the determination of such Clawback Amount.
Section 6.6 — Withholding
The General Partner is authorized to withhold from any Distribution to any Partner any amounts that the Partnership is required to withhold under applicable federal, state, local, or foreign tax laws or regulations. Any amounts so withheld shall be treated as having been distributed to the applicable Partner for all purposes of this Agreement, including for purposes of the Distribution waterfall in Section 6.2, and shall reduce the amount otherwise distributable to such Partner. The General Partner shall provide prompt written notice to any affected Partner of any amounts withheld and the reasons therefor.
Section 6.7 — Distributions In-Kind
Distributions in kind (i.e., distributions of property other than cash) shall not be made except with the prior written approval of a majority of the LPAC. Any in-kind distributions approved by the LPAC shall be valued at fair market value as determined by the General Partner in good faith, subject to review and approval by the LPAC. For purposes of the Distribution waterfall in Section 6.2, in-kind distributions shall be treated as cash distributions in the amount of their fair market value.
Section 6.8 — Tax Distributions
The General Partner shall use commercially reasonable efforts to distribute, prior to March 15 of each year, to each Partner an amount (a "Tax Distribution") sufficient to enable such Partner to pay its estimated federal and applicable state income tax liability arising from allocations of Partnership income for the prior Fiscal Year. The amount of each Partner's Tax Distribution shall be determined based on the highest combined marginal federal and applicable state income tax rate for individuals or entities (as applicable to such Partner) multiplied by such Partner's allocable share of the Partnership's taxable income for such Fiscal Year. Tax Distributions shall be treated as advances against, and shall reduce, subsequent Distributions to such Partner under Section 6.2. To the extent that a Tax Distribution exceeds the total Distributions to which such Partner would otherwise be entitled under Section 6.2, such excess shall be treated as a loan to such Partner, repayable from future Distributions.
ARTICLE VII — MANAGEMENT; POWERS AND DUTIES OF THE GENERAL PARTNER
Section 7.1 — Management Authority
The General Partner shall have full, exclusive, and complete authority, power, and discretion to manage, control, administer, and operate the business and affairs of the Partnership, subject only to the terms and conditions of this Agreement and the Act. The General Partner shall manage the Partnership in a manner consistent with the investment strategy of Fund IV as it relates to the Investment and shall exercise such authority in good faith and in a manner it reasonably believes to be in the best interests of the Partnership. No Limited Partner shall have any authority to act for or bind the Partnership, except as expressly provided in this Agreement.
Section 7.2 — Specific Powers of the GP
Without limiting the generality of Section 7.1, the General Partner shall have the power and authority, on behalf of and in the name of the Partnership, to, among other things:
(a) Make, hold, monitor, and dispose of the Investment, including the exercise of all rights of the Partnership as a holder of AcquisitionCo Equity, such as voting rights, consent rights, and information rights;
(b) Execute, deliver, and perform all contracts, agreements, instruments, and documents on behalf of the Partnership, including the execution of closing documents in connection with the Acquisition;
(c) Borrow money and incur indebtedness on behalf of the Partnership, grant security interests in Partnership assets, and guarantee obligations of AcquisitionCo or its subsidiaries, subject to the limitations set forth in Section 7.3;
(d) Open, maintain, and close bank accounts and other financial accounts in the name of the Partnership, and draw checks, drafts, and other orders for the payment of money;
(e) Engage and compensate attorneys, accountants, auditors, consultants, administrators, custodians, and other professionals and service providers as the General Partner deems necessary or appropriate;
(f) Make all tax elections and filings on behalf of the Partnership, including the filing of all federal, state, and local tax returns and information returns;
(g) Admit or remove Partners in accordance with the provisions of this Agreement;
(h) Enter into Side Letters with individual Limited Partners, subject to Section 14.13;
(i) Take all actions reasonably necessary or appropriate to wind up, dissolve, and terminate the Partnership in accordance with Article XI;
(j) Exercise all rights of the Partnership as a holder of AcquisitionCo Equity, including all voting, consent, conversion, and exchange rights, and all rights to receive dividends, distributions, and other payments;
(k) Make distributions to the Partners in accordance with Article VI;
(l) Institute, defend, settle, or compromise any litigation, arbitration, or other proceeding on behalf of the Partnership; and
(m) Take any and all other actions as the General Partner deems necessary, advisable, or incidental to carry out the purposes of the Partnership.
Section 7.3 — Actions Requiring LPAC Approval
Notwithstanding the broad authority granted to the General Partner under Sections 7.1 and 7.2, the following actions shall require the prior written approval of a majority of the members of the LPAC (i.e., at least two (2) of three (3) LPAC members):
(a) Any borrowing by the Partnership in an aggregate principal