FREESCALE HOLDINGS L.P. AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP

Exhibit 10.20

FREESCALE HOLDINGS L.P.

AMENDED AND RESTATED

AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP

Dated as of December 1, 2006

TABLE OF CONTENTS

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Exhibits

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INDEX OF DEFINED TERMS

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FREESCALE HOLDINGS L.P.

This AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP, dated as of December 1, 2006 (the " Agreement "), is being entered into by and among Freescale Holdings GP Ltd., a Cayman Islands exempted company limited by shares, as General Partner, and the Limited Partners listed on the signature pages hereto as "Limited Partners" or "Management Limited Partners" and such other Persons as shall hereinafter become Partners as hereinafter provided.

Preliminary Statement

(a) The General Partner, the Limited Partners and the Management Limited Partners desire to form a partnership to hold all of the issued and outstanding capital stock of Freescale Holdings (Bermuda) I, Ltd. (" Holdings "), which will hold all of the outstanding capital stock of Freescale Holdings (Bermuda) II, Ltd. (" Bermuda II "), which will hold all of the outstanding capital stock of Freescale Holdings (Bermuda) III, Ltd. (" Bermuda III "), which will hold all of the outstanding capital stock of Freescale Holdings (Bermuda) IV, Ltd. (" Bermuda IV "), which will hold all of the outstanding capital stock of Freescale Acquisition Holdings Corp. (" U.S. Holdco "), a Delaware corporation, which will hold all of the outstanding capital stock of Freescale Acquisition Corporation, a Delaware corporation (" Merger Sub "). Each of the Partnership, Holdings, Bermuda II, Bermuda III, Bermuda IV, U.S. Holdco and Merger Sub was formed for the purpose of engaging in a transaction in which Merger Sub will be merged with and into Freescale Semiconductor, Inc. (" Freescale ") with Freescale surviving (the " Merger ") pursuant to an Agreement and Plan of Merger, between Freescale, Freescale Holdings LLC and Merger Sub, dated as of September 15, 2006 (the " Merger Agreement ");

(b) Pursuant to the Assignment Agreement, dated November 13, 2006, between Freescale Holdings LLC and the Partnership, Freescale Holdings LLC assigned all of its rights and obligations under the Merger Agreement and the other documents entered into in connection with the Merger to the Partnership.

(c) The Limited Partners and Management Limited Partners that are becoming Limited Partners on the date of this Agreement are funding the Partnership with a combination of Capital Contributions, which Capital Contributions will be used to complete the Merger and related transactions;

(d) The contributions of the Management Limited Partners are further described in the applicable Management Equity Award Agreements (the " Management Equity Award Agreements ") between the Partnership and the applicable Management Limited Partner dated as of the date of this Agreement; and

(d) On November 20, 2006, the General Partner and those Limited Partners who were Limited Partners prior to the date of this Agreement (the " Initial Limited Partners ") amended and restated the agreement of exempted limited partnership dated as of November 6, 2006 (the " Initial Closing Date ") and the General Partner and the Initial Limited Partners desire to amend and restate the agreement of exempted limited partnership dated November 20, 2006 on the terms set forth herein.

Agreement

In consideration of the mutual promises and agreements made in this Agreement and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . Capitalized terms used in the Agreement (including Exhibits and Schedules hereto) but not defined in the body hereof shall have the meanings ascribed to them in Exhibit A.

Section 1.2 Construction . Unless the context requires otherwise: (a) pronouns in the masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, (b) the term "including" shall be construed to be expansive rather than limiting in nature and to mean "including, without limitation," (c) references to Articles and Sections refer to Articles and Sections of this Agreement, (d) the words "this Agreement," "herein," "hereof," "hereby," "hereunder" and words of similar import refer to this Agreement as a whole, including the Exhibits and Schedules attached hereto, and not to any particular subdivision unless expressly so limited, and (e) references to Exhibits and Schedules are to the items identified separately in writing by the parties hereto as the described Exhibits or Schedules attached to this Agreement, each of which is hereby incorporated herein and made a part hereof for all purposes as if set forth in full herein.

ARTICLE II

GENERAL PROVISIONS

Section 2.1 Formation . The Partnership has been registered as an exempted limited partnership pursuant to the provisions of the Partnership Act on November 9, 2006. The General Partner and each of the Limited Partners shall be deemed to have notice of, and be bound by, the terms and conditions set forth in this Agreement. Except as expressly provided herein and to the extent permitted by the Partnership Act, the rights and obligations of the General Partner and each of the Limited Partners and the administration and termination of the Partnership shall be governed by the Partnership Act. The General Partner or any Person

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designated by the General Partner is hereby designated as an authorized person to execute, deliver and file any amendments to the Section 9 Notice of Registration of the Partnership and/or restatements thereof and any other certificates, notices and any amendments and/or restatements thereof necessary for the Partnership to qualify to do business in a jurisdiction in which the Partnership may wish to conduct business.

Section 2.2 Name . The Partnership shall conduct its activities under the name of Freescale Holdings L.P. The General Partner shall have the power at any time to change the name of the Partnership; provided that the name shall always contain the words "Limited Partnership" or the letters "L.P." Prompt notice of any such change shall be given to each Partner and filed with the Registrar pursuant to the Partnership Act.

Section 2.3 Term . The term of the Partnership commenced on the date of filing of the requisite notice to form the Partnership in accordance with the Partnership Act and shall continue until dissolved, wound up and terminated in accordance with Article XIV.

Section 2.4 Purpose; Powers . The purpose of the Partnership shall be to engage in any business or activity that is permitted by the Partnership Act and all other applicable Laws. Notwithstanding any of the foregoing, the Partnership shall not undertake business with the public in the Cayman Islands other than so far as may be necessary for the carrying on of the business of the Partnership exterior to the Cayman Islands.

Section 2.5 Place of Business . The Partnership shall maintain a registered office at c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands, unless a different registered office is designated by the General Partner. The principal office of the Partnership shall be at such place outside of the Cayman Islands as the General Partner may designate. The Partnership may have such other offices as the General Partner may designate.

Section 2.6 Foreign Qualification . Prior to the Partnership’s conducting business in any jurisdiction other than the Cayman Islands, the General Partner shall cause the Partnership to comply, to the extent procedures are available and those matters are reasonably within the control of the General Partner, with all requirements necessary to qualify the Partnership as a foreign company in that jurisdiction if such qualification is required. At the request of the General Partner, each Limited Partner shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue, and terminate the Partnership as a foreign company in all such jurisdictions in which the Partnership may conduct business, provided that no Limited Partner shall be required to file any general consent to service of process or to qualify as a foreign corporation, limited liability company, partnership or other entity in any jurisdiction in which it is not already so qualified.

Section 2.7 Title to Assets . Title to the Partnership’s assets, whether real, personal or mixed and whether tangible or intangible, shall be held by the General Partner on trust for the Partnership pursuant to the terms of this Agreement.

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Section 2.8 Fiscal Year . The Fiscal year of the Partnership shall be the calendar year.

Section 2.9 Withdrawal of Initial Limited Partner . Upon the admission of one or more Limited Partners to the Partnership, the Initial Limited Partner shall (a) receive a return of any capital contribution made by him to the Partnership, (b) withdraw 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.

ARTICLE III

ADMISSION OF PARTNERS

Section 3.1 Partnership Interests .

(a) Classes . The Interests in the Partnership shall be the " General Partner Interest " issued to the General Partner and two classes of limited partnership Interests issuable to, and owned by, the Limited Partners, referred to herein as the " Class A Interests " and the " Class B Interests ". The Class A Interests held by management and the Class B Interests shall be referred to herein as the " Management Interests ". Interests in the Partnership shall constitute "securities" governed by Article 8 of the applicable version of the Uniform Commercial Code, as amended from time to time after the date hereof.

(b) Interest Certificates . Ownership of Interests may be evidenced by certificates, but shall be exclusively determined by entry in the Register of Partners. Each Interest certificate and the Register of Partners shall bear a legend on the face thereof in the following form:

• "TRANSFER IS SUBJECT TO RESTRICTIVE LEGENDS ON BACK."

  and shall bear a legend on the reverse side thereof substantially in the following form:

  "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE " SECURITIES ACT "), AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE GENERAL PARTNER SHALL HAVE BEEN DELIVERED TO THE PARTNERSHIP TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT). THIS SECURITY IS SUBJECT TO CERTAIN

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• RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN (W) THE AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP OF FREESCALE HOLDINGS L.P. (THE "PARTNERSHIP AGREEMENT"), (X) THE INVESTORS AGREEMENT OF FREESCALE HOLDINGS L.P., (Y) THE SHAREHOLDERS’ AGREEMENT OF FREESCALE HOLDINGS GP, LTD. AND (Z) THE OTHER TRANSACTION DOCUMENTS DESCRIBED IN THE PARTNERSHIP AGREEMENT, IN EACH SUCH CASE, AS AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES."

(c) Conformed copies of this Agreement shall be kept with the records of the Partnership by the General Partner at its principal executive offices. In addition to the legend required by Section 3.1(b) above, each Partner agrees that the Register of Partners and each Interest certificate heretofore or hereafter issued by the Partnership shall also bear such other legends as may be required by Law or the General Partner. Any such legend shall be removed by the General Partner upon the request (which shall include customary representations and opinions of counsel if reasonably requested by the General Partner) of a Partner when such legend is no longer applicable.

(d) Schedule A . The General Partner shall update Schedule A as required by the Partnership Act and ensure that it accurately reflects the information to be provided for therein. Any amendment or revision to Schedule A made in accordance with this Agreement shall not be deemed an amendment to this Agreement. Any reference in this Agreement to Schedule A shall be deemed to be a reference to Schedule A as amended and in effect from time to time.

Section 3.2 Transfers of Partnership Interests . No Limited Partner, nor any spouse of a Limited Partner, Personal Representative of a Limited Partner or legal representative or agent of a Limited Partner, may Transfer all or any portion of such Limited Partner’s Interest, except in compliance with Article IV and the Investors Agreement. Each of the Limited Partners agrees that the restrictions contained in this Agreement and the Investors Agreement are fair and reasonable and in the best interest of the Partnership and the Partners.

Section 3.3 Admission of Additional Limited Partners . Any Person that acquires Interests pursuant to a Transfer of Interests to such Person by a Limited Partner in accordance with Article IV and the Investors Agreement and the other provisions of this Agreement or pursuant to an issuance to such Person by the Partnership in accordance with this Agreement, the Shareholders’ Agreement and the Investors Agreement shall automatically be admitted as a Limited Partner without further action by the Partnership or the General Partner upon signing an Addendum Agreement in the form attached hereto as Exhibit C (an " Addendum Agreement "). No other Person that acquires an Interest shall be admitted to the Partnership as an

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additional limited partner of the Partnership in connection with a Transfer or an issuance by the Partnership, without the consent of the General Partner.

Section 3.4 Information .

(a) No Limited Partner shall be entitled to obtain any information relating to the Partnership except as expressly provided in this Agreement or in another written agreement between the Partnership and a Limited Partner giving such Limited Partner rights to receive information from the Partnership or to the extent required by the Partnership Act and applicable Law; and to the extent a Limited Partner is so entitled to such information, such Limited Partner shall be subject to the provisions of Section 3.4(b). The General Partner shall have access to all information regarding the Partnership subject to the provisions of Section 3.4(b).

(b) Each Partner agrees that all Confidential Information shall be kept confidential by such Partner and shall not be disclosed by such Partner in any manner whatsoever; provided, however , that (i) any of such Confidential Information may be disclosed by a Partner to its managers, officers, employees and authorized representatives (including attorneys, accountants, consultants, bankers and financial advisors of such Partner) and each Partner that is a partnership for United States of America (" United States " or " U.S .") or other tax purposes may disclose such Confidential Information to any former partners or members who retain an economic interest in such Partner, and to any current or prospective partner, limited partner, general partner, member or management company of such Partner (or any employee, attorney, accountant, consultant, banker or financial advisor or representative of any of the foregoing) (collectively, for purposes of this Section 3.4(b), " Representatives "), each of which Representatives shall be bound by the provisions of this Section 3.4(b) and shall, if requested by the Partnership, sign an undertaking agreeing to be bound by this Section 3.4(b) prior to receiving any Confidential Information, (ii) any disclosure of Confidential Information may be made by a Partner or its Representatives to the extent the Partnership consents in writing, and (iii) Confidential Information may be disclosed by any Partner or Representative in connection with the filing of any required tax return or to the extent that the Partner or its Representative has received advice from its counsel that it is legally compelled to do so, provided that in the latter case, prior to making such disclosure, the Partner or Representative, as the case may be, uses commercially reasonable efforts to preserve the confidentiality of the Confidential Information, including consulting with the General Partner regarding such disclosure and, if reasonably requested by the General Partner, assisting the Partnership, at the Partnership’s expense, in seeking a protective order to prevent the requested disclosure, and provided further that the Partner or Representative, as the case may be, discloses only that portion of the Confidential Information as is, based on the advice of its counsel, legally required.

Section 3.5 Cessation of Partnership Interest . A Partner shall automatically cease to be a Partner upon Transfer of all of such Partner’s Interests in accordance with this Agreement and the removal of such Partner’s name from the Register of Partners. Immediately upon any such Transfer, the General Partner shall cause such Partner’s name to be removed from the Register of Partners.

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Section 3.6 Spouses of Partners . Spouses of the Partners that are natural persons do not become Partners as a result of such marital relationship. Each spouse of a Partner shall be required to execute a Spousal Agreement in the form of Exhibit B to evidence its agreement and consent to be bound by the terms and conditions of this Agreement as to their interest, whether as community property or otherwise, if any, in the Interests owned by such Partner.

ARTICLE IV

RESTRICTIONS ON TRANSFERS OF INTERESTS

Section 4.1 Restrictions On Transfers .

(a) Anything in this Agreement to the contrary notwithstanding, no issuance or Transfer of Interests otherwise permitted or required by this Agreement shall be made unless such issuance or Transfer is in compliance with U.S. and other federal and state securities laws, including the Securities Act and the rules and regulations thereunder, and the Partnership Act.

(b) Anything in this Agreement to the contrary notwithstanding, unless otherwise agreed to in writing by the General Partner, no Transfer of Interests otherwise permitted or required by this Agreement shall be effective unless and until any transferee who is not already a party to this Agreement (and such transferee’s spouse, if applicable) shall execute and deliver to the Partnership an Addendum Agreement in which such transferee (and such transferee’s spouse, if applicable) agrees to be bound by this Agreement and to observe and comply with this Agreement and with all obligations and restrictions imposed on the Partners hereby and thereby. Any Person who is not already a party to this Agreement and acquires Interests in accordance with the provisions of this Agreement shall be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Addendum Agreement.

(c) Transfers of Interests may be made only in strict compliance with all applicable terms of this Agreement and the Investors Agreement, and any purported Transfer of Interests that does not so comply with all applicable provisions of this Agreement and the Investors Agreement shall be null and void and of no force or effect, and the Partnership shall not recognize or be bound by any such purported Transfer and shall not effect any such purported Transfer on the transfer books of the Partnership or Capital Accounts of the Partners. The parties hereto agree that the restrictions contained in this Article IV and the Investors Agreement are fair and reasonable and in the best interests of the Partnership and its Partners.

(d) All newly issued Interests shall only be issued to Persons who are or become party to this Agreement by execution of an Addendum Agreement.

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(e) Transfers made in accordance with this Agreement shall be effected by such documents and instruments as are necessary to comply with the Partnership Act and other applicable Cayman Islands Law, including the Addendum Agreement or such other form of instrument of Transfer approved by the General Partner.

Section 4.2 Public Offering . Subject to Section 7.2.1(f) of the Shareholders’ Agreement and Section 2.1 of the Investors Agreement, the General Partner may, in advance of, and in order to facilitate, a public offering of securities of the Partnership, or for other reasons which the General Partner deems to be in the best interests of the Partnership, take such action to cause the Partnership to incorporate its business, or any portion thereof, or to provide for a share capital, convert in accordance with Cayman Islands Law to a company limited by shares or other capital structure as the General Partner may determine, form a subsidiary holding company and distribute its shares to the Partners, consolidate or merge with one or more of its direct or indirect subsidiaries, move the Partnership or any successor to another jurisdiction to facilitate any of the foregoing, or take such other steps as it deems necessary to create a suitable vehicle for an offering, in each such case in accordance with the Partnership Act and applicable Law (a " Conversion "); provided, that, the terms and conditions of any such Conversion will maintain the relative economic terms of and differences between the Class A Interests and the Class B Interests, and provided further that the General Partner shall use commercially reasonable methods to cause the Conversion to be achieved on a tax-efficient basis to the Limited Partners. The manner of effecting the Conversion of the Partnership shall be determined by the General Partner, consistent with Section 7.2.1(f) of the Shareholders’ Agreement and Section 2.1 of the Investors Agreement. The General Partner may also designate one or more of the direct or indirect subsidiaries of the Partnership as the vehicle(s) for such public offering consistent with Section 7.2.1(f) of the Shareholders Agreement and Section 2.1 of the Investors Agreement.

Section 4.3 Specific Performance . Each of the parties to this Agreement acknowledges that it shall be impossible to measure in money the damage to the Partnership or the Partners(s), if any of them or any transferee or any legal representative of any party hereto fails to comply with any of the restrictions or obligations imposed by this Article IV, that every such restriction and obligation is material, and that in the event of any such failure, neither the Partnership nor the Partner(s) shall have an adequate remedy at law or in damages. Therefore, each party hereto consents to the issuance of an injunction or the enforcement of other equitable remedies against it at the suit of an aggrieved party without the posting of any bond or other equity security, to compel specific performance of all of the terms of this Article IV and to prevent any Transfer of Interests in contravention of any terms of this Article IV, and waives any defenses thereto, including, without limitation, the defenses of: (i) failure of consideration; (ii) breach of any other provision of this Agreement; and (iii) availability of relief in damages. The provisions of this Section 4.3 shall terminate with respect to any Principal Investor Group upon a Qualified Public Offering.

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ARTICLE V

CAPITAL CONTRIBUTIONS

Section 5.1 Initial Capital Contributions; Capital Contributions on the Date Hereof .

(a) As of the Initial Closing Date, subject to the terms and conditions set forth in this Agreement, the Partnership issued and sold to each Initial Limited Partner, and each Initial Limited Partner purchased for cash, the number of Class A Interests set forth opposite each such Person’s name on the Register of Partners as of the Initial Closing Date for the respective Capital Contribution set forth thereon opposite each such Person’s name.

(b) As of the Initial Closing Date, subject to the terms and conditions set forth in this Agreement, the Partnership issued to the General Partner the General Partner Interest in exchange for $1,000 contributed by the General Partner to the Partnership.

(c) As of the date hereof, subject to the terms and conditions set forth in this Agreement, the Partnership shall issue to each Class A Limited Partner, and each Class A Limited Partner shall acquire for cash or Freescale shares, the number of Class A Interests set forth opposite each such Person’s name on Schedule A hereto for the respective contribution amount set forth opposite each such Person’s name on Schedule A.

(d) As of the date hereof, subject to the terms and conditions set forth in this Agreement and any applicable Management Equity Award Agreement, the Partnership shall issue to each Class B Limited Partner, and each Class B Limited Partner shall receive, the number of Class B Interests set forth opposite each such Person’s name on the signature pages hereto.

Section 5.2 Additional Contributions . No Partner shall be required to make any additional Capital Contribution without the consent of such Partner.

Section 5.3 Return of Contributions . Except as otherwise provided in Article VII, (a) a Partner is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions, (b) an unrepaid Capital Contribution is not a liability of the Partnership or of any Partner, and (c) a Partner is not required to contribute or to lend any cash or property to the Partnership to enable the Partnership to return any Partner’s Capital Contributions.

Section 5.4 Capital Account . A separate capital account (a " 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, if any, all items of income and gain allocated to such Partner pursuant to Section 8.1 and any items of income or gain which are specially allocated pursuant to Section 8.2; and shall be debited with all items of loss and

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deduction allocated to such Partner pursuant to Section 8.1, any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 8.2, and all cash and the Book 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 Treasury Regulations Section 1.704-1(b)(2)(iv), as the same may be amended or revised. 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

Section 5.5 Issuance of Interests . Subject to the terms of this Agreement, the Shareholders’ Agreement and the Investors Agreement, the General Partner may issue Interests hereunder on such terms as it sees fit and any such issuance and the consequent admission of any new Limited Partners shall not require the consent of any Limited Partner.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Section 6.1 Partners’ Representations and Warranties . Each Partner represents and warrants to the Partnership and the other Partners that, as of the date hereof:

(a) such Partner has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery, and performance by such Partner of this Agreement have been duly authorized by all necessary action;

(b) this Agreement has been duly and validly executed and delivered by such Partner and constitutes the binding obligation of such Partner enforceable against such Partner in accordance with its terms, subject to Creditors’ Rights;

(c) the execution, delivery, and performance by such Partner of this Agreement will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of Law to which such Partner is subject, (ii) violate any order, judgment, or decree applicable to such Partner, or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which such Partner is a party or any term or condition of its certificate of incorporation or by-laws, certificate of limited partnership or partnership agreement, or certificate of formation or limited liability company agreement, as applicable, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Partner’s ability to satisfy its obligations hereunder;

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(d) no consent, approval, permit, license, order or authorization of, filing with, or notice or other action to, with or by any Governmental Authority or any other Person, is necessary, on the part of such Partner to perform its obligations hereunder or to authorize the execution, delivery and performance by such Partner of its obligations hereunder, except where such consent, approval, permit, license, order, authorization, filing or notice would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Partner’s ability to satisfy its obligations hereunder or under any agreement or other instrument to which such Partner is a party; and

(e) such Partner is acquiring the Interests for investment and not with a view toward any resale or distribution thereof except in compliance with the Securities Act; such Partner is not a member of the public in the Cayman Islands; such Partner acknowledges that the Interests have not been registered pursuant to the Securities Act and may not be transferred in the absence of such registration or an exemption therefrom under the Securities Act; and such Partner has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the risks of its investment in the Interests and is capable of bearing the economic risks of the transactions contemplated by this Agreement, the Investors Agreement, the applicable Management Equity Award Agreements and the other agreements contemplated by this Agreement (the " Transaction Documents ").

Section 6.2 Management Limited Partners’ Additional Representations and Warranties . Each Management Limited Partner further represents and warrants to the Partnership and other Partners that, as of the date hereof:

(a) the Management Limited Partner’s financial situation is such that such Management Limited Partner can afford to bear the economic risk of holding the Interests for an indefinite period of time, has adequate means for providing for the Management Limited Partner’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Limited Partner’s investment in the Interests;

(b) the Management Limited Partner’s knowledge and experience in financial and business matters are such that the Management Limited Partner is capable of evaluating the merits and risks of the investment in the Interests;

(c) the Management Limited Partner understands that the Interests are a speculative investment which involves a high degree of risk of loss of such Management Limited Partner’s investment therein, there are substantial restrictions on the transferability of the Interests and, on the date on which such Management Limited Partner acquires such Interests and for an indefinite period following such date, there will be no public market for the Interests and, accordingly, it may not be possible for the Management Limited Partner to liquidate the Management Limited Partner’s investment including in case of emergency, if at all;

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(d) the terms of the Investors Agreement provide that if the Employment of a Management Limited Partner ceases, such Management Limited Partner’s Interests may be forfeited or the Partnership and the Principal Investor Groups may have the right to repurchase the Interests at a price equal to the lower of Cost or Fair Market Value thereof;

(e) the Management Limited Partner understands and has taken cognizance of all the risk factors related to the acquisition of the Interests and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Limited Partner or the Management Limited Partner’s representatives concerning the Interests, the Partnership, the Partnership’s Affiliates or their respective prospects or other matters;

(f) the Management Limited Partner has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Partnership and its representatives concerning the Partnership and its subsidiaries, the Transactions, this Agreement, the Partnership’s organizational documents and the terms and conditions of the purchase of the Interests and to obtain any additional information which the Management Limited Partner deems necessary;

(g) all information which the Management Limited Partner has provided to the Partnership and the Partnership’s representatives concerning the Management Limited Partner and the Management Limited Partner’s financial position is complete and correct as of the date of this Agreement; and

(h) the Management Limited Partner has reviewed the default, forfeiture and mandatory repurchase provisions of this Agreement, the Investors Agreement and each Management Equity Award Agreement entered into by it and acknowledges that (i) such Management Limited Partner’s acceptance of such provisions is a precondition to admission as a Management Limited Partner and (ii) such provisions are reasonable.

ARTICLE VII

DISTRIBUTIONS

Section 7.1 Distributions . Subject in each case to restrictions imposed by Law, distributions to the Partners with respect to the Interests shall be made by the Partnership as follows:

(a) During the term of the Partnership (including upon the dissolution and winding up of the Partnership), cash or other property available for distribution may be distributed from time to time as the General Partner may determine, but any such distribution shall be made in the following order of priority:

• (i) First , to the General Partner until the General Partner has received $1,000 pursuant to all distributions under this Section 7.1;

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• (ii) Second , pro rata to each holder of Class A Interests based on its Percentage Interest of Class A Interests until such Class A Limited Partner has received an aggregate amount under this Section 7.1(a)(ii) equal to its Capital Contributions; and

  (iii) Third , so long as each Class A Limited Partner has received an aggregate amount under Section 7.1(a)(ii) equal to its Capital Contributions, pro rata to each holder of Class A Interests and Vested Class B Interests based on its Percentage Interest of Class A Interests and Vested Class B Interests, treated as a single class.

(b) Notwithstanding anything to the contrary, Management Limited Partners shall be entitled to receive priority catch up payments in respect of Class B Interests that have become Vested Class B Interests and which did not participate in earlier distributions. Accordingly, at the time of any distribution, a Catch Up Payment (as defined below) shall be paid to each of the Management Limited Partners holding Newly Classified Vested Interests (as defined below) as a priority distribution before payment of any amounts are distributed to the other Limited Partners pursuant to Section 7.1(a)(iii); provided that once the applicable Catch Up Payment is paid in full to an individual in respect of the applicable Newly Classified Vested Interests such individual shall no longer have a right to receive any Catch Up Payment under this Agreement in respect of the applicable Newly Classified Vested Interests. For purposes of this Agreement, (i) " Catch Up Payment " means, with respect to the individuals holding Newly Classified Vested Interests, the aggregate incremental amount (in excess of actual receipts) that such Management Limited Partner would have received pursuant to Section 7.1(a)(iii) pursuant to any and all prior distributions to the Management Limited Partners if such Management Limited Partner’s Newly Classified Vested Interests had been considered Vested Class B Interests at the time of any such distribution and (ii) " Newly Classified Vested Interests " shall mean Class B Interests (a) which became Vested Class B Interests since the time of any prior distribution and (b) for which the applicable Catch Up Payment has not yet been made.

(c) All distributions made under this Section 7.1 shall be made to the Partners of record on the record date established by the General Partner or, in the absence of any such record date, to the Partners owning the applicable Interests on the date of the distribution.

(d) Holders of Unvested Class B Interests shall not receive any distributions under this Section 7.1.

Section 7.2 Tax Distributions . If the General Partner reasonably determines that the taxable income of the Partnership for a taxable year will give rise to taxable income for the Partners (after giving effect to any net cumulative taxable losses from prior taxable years

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(" Net Taxable Income ")), the General Partner shall cause the Partnership to distribute, from cash available for distribution (if any) amounts for purposes of allowing the Partners to fund their respective (actual or assumed) income tax liabilities (the " Tax Distributions "). The Tax Distributions with respect to any taxable year shall be computed based upon the General Partner’s estimate of the Net Taxable Income, multiplied by the Applicable Tax Percentage (the " Tax Amount ") and shall be paid only to the extent previous distributions pursuant to Section 7.1 with respect to such taxable year are insufficient to cover the Tax Amount for such taxable year. Tax Distributions shall be distributed to the Partners on a pro rata basis in accordance with their respective participations in such Net Taxable Income, and shall be treated in all respects as advances of subsequent distributions pursuant to Section 7.1. Notwithstanding anything to the contrary in this Section 7.2, holders of Unvested Class B Interests shall not receive any Tax Distributions with respect to Unvested Class B Interests.

Section 7.3 Section 83(b) Election . Within 30 days after acquiring any Interests (other than Class A Interests), each Management Limited Partner shall make an election with the Internal Revenue Service (" IRS ") under Section 83(b) of the Code (or any similar provision under other tax Laws applicable to the Management Limited Partner) and the regulations promulgated thereunder (an " 83(b) Election ") in the form of Exhibit D attached hereto. Each Management Limited Partner shall submit such 83(b) Election to the IRS within 30 calendar days after acquiring the Interests and shall promptly send a copy to the Partnership.

Section 7.4 Payments . Unless otherwise approved by the General Partner, all Capital Contributions and other amounts transferred to the Partnership by a Limited Partner and all distributions made to each Limited Partner pursuant to this Agreement shall be paid from and to, as applicable, a bank account in the name of the Limited Partner held with a United States bank, or a banking institution organized within a jurisdiction, territory or region approved by the Financial Action Task Force and a Schedule 3 jurisdiction under the Cayman Islands Money Laundering Regulations (2006 Revision).

ARTICLE VIII

ALLOCATIONS

Section 8.1 Allocations of Profits and Losses . Except as otherwise provided in this Agreement, Profits and Losses and to the extent necessary, individual items of income, gain or loss or deduction of the Partnership shall be allocated in a manner such that the Capital Account of each Partner after giving effect to the Special Allocations set forth in Section 8.2 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Section 7.1 if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Book Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Book Value of the assets securing such liability) and the net assets of the Partnership were distributed in accordance with Section 7.1 to the Partners immediately after making such allocation, minus (ii) such Partner’s share of Partner Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets.

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Section 8.2 Special Allocations . Notwithstanding any other provision in this Article VIII:

(a) Minimum Gain Chargeback . If there is a net decrease in Partner Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of 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 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 Treasury Regulations Section 1.704-2(f). This Section 8.2(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).

(b) Qualified Income Offset . If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided, that an allocation pursuant to this Section 8.2(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article VIII have been tentatively made as if this Section 8.2(b) were not in this Agreement. This Section 8.2(b) is intended to comply with the "qualified income offset" requirement of the Code and shall be interpreted consistently therewith.

(c) Gross Income Allocation . If any Partner has a deficit Capital Account at the end of any taxable year 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 Treasury Regulations Section 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, that an allocation pursuant to this Section 8.2(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article VIII have been tentatively made as if Section 8.2(b) and this Section 8.2(c) were not in this Agreement.

(d) Nonrecourse Deductions . Nonrecourse Deductions shall be allocated to the Partners ratably in accordance with such Partners’ Interests.

(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

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to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).

(f) Creditable Foreign Taxes . Creditable Foreign Taxes for any taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the partners’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Foreign Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 8.2(f) are intended to comply with the provisions of Temporary Treasury Regulations Section 1.704-1T(b)(4)(xi), and shall be interpreted consistently therewith.

(g) Ameliorative Allocations . Any special allocations of income or gain pursuant to Sections 8.2(b) or 8.2(c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 8.1 and this Section 8.2(g), 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 Sections 8.2(b) or 8.2(c) had not occurred.

(h) Special Allocations to Holders of Unvested Class B Interests . Except as otherwise provided in this Section 8.2, Profits and Losses and to the extent necessary, individual items of income, gain, loss or deduction of the Partnership shall be specially allocated to holders of Unvested Class B Interests that do not hold any Vested Class B Interest to the same extent such items would have been allocated to such holders if Section 7.1(a)(ii) was amended to replace "Vested Class B Interests" with "Class B Interests" whenever it appears therein and each holder of Unvested Class B Interests had a Percentage Interest equal to the product of (i) 10% and (ii) such holder’s Percentage Interest.

Section 8.3 Income Tax Allocations . For income tax purposes, each item of income, gain, loss and deduction 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 asset the Book Value of which differs from its adjusted tax basis for U.S. federal income tax purposes, income, gain, loss and deduction 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 Book Value and adjusted basis of such asset; provided further that (i) in the case of any disposition of assets by the Partnership in exchange for cash, the General Partner shall use its commercially reasonable efforts to structure such disposition so that the amount of income or gain allocated to the Contributing Partners in accordance with the principles of Section 704(c) of the Code shall be no more than the amount of income or gain that would have been allocated to such Contributing Partners in accordance with the principles of Section 704(c) of the Code if the fair market value of Contributed Shares disposed of by the Partnership with respect to any Contributing Partner was equal to the product of (A) the fair market value of all assets held by the Partnership immediately prior to such disposition and (B) the percent of sale proceeds that would be

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distributed to such Contributing Partner under Section 7.1 upon a distribution of all the sale proceeds immediately following such disposition and (ii) in the case of any other disposition of assets by the Partnership, the General Partner shall use its commercially reasonable efforts to structure such disposition so that no income or gain shall be allocated to the Contributing Partners in accordance with the principles of Section 704(c) of the Code. For purposes of the immediately preceding sentence, if the Partnership would be required by the underwriters in an initial public offering of its subsidiary to contribute the Contributed Shares to such subsidiary in a transaction that would result in allocation of income or gain to Contributing Partners in accordance with the principles of Section 704(c) of the Code, "commercially reasonable efforts" shall include the Partnership asking the underwriters to permit a secondary public offering of such subsidiary’s shares in an amount which shall provide enough funds to the Contributing Partners to finance their tax liability as a result of such allocation of income or gain.

ARTICLE IX

MANAGEMENT OF THE PARTNERSHIP

Section 9.1 Management .

(a) Except as otherwise expressly provided herein, the General Partner shall have the exclusive right to manage the business of the Partnership pursuant to the terms of this Agreement, the Shareholders’ Agreement and the Investors Agreement, and shall have all powers and rights necessary or advisable to effectuate and carry out the purposes and business of the Partnership and, in general, all powers permitted to be exercised by a general partner under the Partnership Act (without any vote or consent of any Limited Partner, except as expressly provided herein).

(b) Except as expressly authorized by the General Partner, no other Partner shall have the power to act for, transact business on behalf of or bind the Partnership or take part in the management of the business of the Partnership.

(c) Subject to the restrictions in the Shareholders’ Agreement and the Partnership Act, the General Partner shall not be obligated to abstain from acting on any matter (or act in any particular manner) because of any interest (or conflict of interest) of such General Partner (or any Affiliate thereof) in such matter.

(d) Freescale Holdings GP Ltd. shall serve as the General Partner unless and until a successor or substitute General Partner is appointed by the General Partner.

(e) Subject to the direction of the General Partner, the day-to-day administration of the business of the Partnership may be carried out by employees and agents of the General Partner who may be designated as officers, with titles including but not limited to

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"chairman," "vice chairman," "managing director," "principal," "president," "vice president," "treasurer," "assistant treasurer," "secretary," "assistant secretary," "general manager," "director" and "chief financial officer," as and to the extent authorized by the General Partner. The officers of the General Partner shall have such titles and powers and perform such duties as shall be determined from time to time by the General Partner. Any number of offices may be held by the same Person.

(f) Each Partner agrees that, except as otherwise expressly provided herein and to the fullest extent permitted by applicable law, any action of or relating to the Partnership by the General Partner as provided herein shall bind each Partner.

Section 9.2 Reliance by Third Parties . Notwithstanding any other provision of this Agreement to the contrary, any Person dealing with the Partnership shall be entitled to rely exclusively on the representations of the General Partner as to its power and authority to enter into arrangements and shall be entitled to deal with the General Partner as if it were the sole party in interest therein, both legally and beneficially. In no event shall any Person dealing with the General Partner or the General Partner’s representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with, or be obligated to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner’s representative; and every Contract or other document executed by the General Partner or the General Partner’s representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and/or delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner’s representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Section 9.3 Compensation and Reimbursement of General Partner .

(a) Except as provided in this Section 9.3 or otherwise in this Agreement, the General Partner shall not be compensated for its services as general partner of the Partnership.

(b) The General Partner shall be reimbursed for all expenses, disbursements and advances incurred or made on behalf of the Partnership, and other expenses necessary or appropriate to the conduct of the Partnership’s business and allocable to the Partnership.

Section 9.4 Certain Duties and Obligations of the Partners; Exculpation; Indemnity .

(a) No Partner shall take, or cause to be taken, any action that would result in any other Partner having any personal liability for the obligations of the Partnership.

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(b) To the fullest extent permitted by applicable law, no Partner or any Affiliate of any Partner or their respective members, officers, directors, employees, agents, stockholders or partners nor any Person who serves at the specific request of the General Partner on behalf of the Partnership as a partner, member, officer, director, employee or agent of any other entity (each, an " Indemnitee ") will be liable to the Partnership or to any Partner for any act performed or omission made by such Person in connection with this Agreement or the matters contemplated herein, unless such act or omission resulted from Gross Negligence, fraud, a willful breach of this Agreement or a willful illegal act. To the extent that an Indemnitee has, at law or in equity, duties and liabilities relating to the Partnership, any Limited Partner or any other Person bound by the terms of this Agreement, such Indemnitee, acting in accordance with this Agreement shall not, to the maximum extent permitted under applicable law, be liable to the Partnership or to any such Limited Partner or other Person for its good faith reliance on the provisions of this Agreement. To the extent that, at law or in equity, the General Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the General Partner acting under the Agreement shall not be liable to the Partnership or to any such other Partner for its good faith reliance on the provisions of this Agreement. To the extent permitted by Law, the provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of the General Partner otherwise existing at law or in equity, are agreed by the Partners to be modified to the extent of such other duties and liabilities of the General Partner.

(c) To the maximum extent permitted under applicable Law, whenever an Indemnitee is permitted or required to make a decision or take an action or omit to do any of the foregoing: (i) in its "sole discretion" or "discretion" or under a similar grant of authority or latitude or without an express standard of behavior (including, without limitation, standards such as "reasonable" or "good faith"), such Indemnitee shall be entitled to consider only such interests and factors, including its own, as it desires, and shall have no duty or obligation to consider any other interests or factors whatsoever, or (ii) with an express standard of behavior (including, without limitation, standards such as "reasonable" or "good faith"), then the Indemnitee shall comply with such express standard but, to the maximum extent permitted under applicable law, shall not be subject to any other or additional standard imposed by this Agreement or applicable law.

(d) Each Indemnitee may consult with legal counsel, financial advisors and accountants selected by it and any act or omission suffered or taken by it on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, financial advisors or accountants will be full justification for any such act or omission, and each such Indemnitee will be fully protected in so acting or omitting to act, provided that such counsel, financial advisors or accountants were selected with reasonable care.

(e) The Partnership shall, to the fullest extent permitted by law, indemnify and hold harmless any Indemnitee (and their respective heirs and legal and personal representatives) who was or is a party, or is threatened to be made a party, to any threatened,

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pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the Partnership), by reason of any actions or omissions or alleged acts or omissions arising out of such Person’s activities either on behalf of the Partnership or in furtherance of the interests of the Partnership or arising out of or in connection with the Partnership, against all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by any Indemnitee and arise out of or in connection with such action, suit or proceeding; provided, further, that such indemnification shall be out of Partnership assets only, and that no Limited Partner shall be required to return any previously received distribution to fund such indemnification in any circumstances; provided, that such Person was not guilty of Gross Negligence, fraud, a willful breach of this Agreement or a willful illegal act; provided further, that any Person entitled to indemnification from the Partnership hereunder shall first seek recovery under any other indemnity or any insurance policies by which such Person is indemnified or covered, as the case may be, but only to the extent that the indemnitor with respect to such indemnity or the insurer with respect to such insurance policy provides (or acknowledges its obligation to provide) such indemnity or coverage on a timely basis, as the case may be, and, if such Person is other than the General Partner, such Person shall obtain the written consent of the General Partner prior to entering into any compromise or settlement which would result in an obligation of the Partnership to indemnify such Person. The General Partner shall have the Partnership purchase, at the Partnership’s expense, insurance to insure the Partnership and the Partners against liability in connection with the activities of the Partnership.

(f) The right to indemnification conferred in this Section 9.4 shall include the right to be paid or reimbursed by the Partnership the expenses incurred by a Person of the type entitled to be indemnified under Section 9.4(c) who was, is or is threatened to be made a named defendant or respondent in a proceeding in advance of the final disposition of the proceeding and without any determination as to the Person’s ultimate entitlement to indemnification. Such expenses shall, at the request of the Person entitled to be indemnified under Section 9.4(c), be advanced by the Partnership on behalf of such Person in advance of the final disposition of a proceeding so long as such Person shall have provided the Partnership with a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Section 9.4 or otherwise.

(g) The right of any Indemnitee to the indemnification provided herein is cumulative of, and in addition to, any and all rights to which such Indemnitee may otherwise be entitled by contract or as a matter of law or equity, and extend to such Indemnitee’s successors, assigns and legal representatives.

Section 9.5 No Recourse Agreement . Neither the Partnership nor any of its Subsidiaries shall enter into any agreement which shall provide for recourse to any Limited Partner. No recourse to (a) any assets or properties of any members, partners or shareholders of

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any Limited Partner (or any person that controls such member, partner or shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act ")), (b) any Affiliate of any Limited Partner or (c) any incorporators, officers, directors, partners, members or employees of any Limited Partner shall be had and no judgment relating to the obligations of any Limited Partner under this Agreement or the Transaction Documents (except to the extent any such Person expressly is individually liable thereunder) or for any payment obligations under this Agreement or the Transaction Documents (except to the extent any such Person expressly is individually liable thereunder), or any part thereof, or for any claim based thereon or otherwise in respect thereof or related thereto, shall be obtainable by the Partnership or any Partner against any direct or indirect member, partner, shareholder, incorporator, employee or Affiliate, past, present or future, of any Limited Partner.

ARTICLE X

RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 10.1 Limitation of Liability . No Limited Partner, in such capacity, shall have any liability under this Agreement, or for the debts, liabilities or obligations of the Partnership, except as provided in the Partnership Act.

Section 10.2 Management of the Business . No Limited Partner (other than the General Partner or its directors, managers, partners, officers, employees or agents in their capacity as such, if such Person shall also be a Limited Partner) shall take part in the operation, management or control of the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. The transaction of any business by a General Partner or any director, manager, partner, officer, employee or agent of a General Partner in its capacity as such shall not affect, impair or eliminate the limitations on the liability of any Limited Partner under this Agreement.

ARTICLE XI

TAXES

Section 11.1 Tax Matters Partner . The General Partner shall be the initial "tax matters partner" within the meaning of Section 6231(a)(7) of the Code (the "Tax Matters Partner "). The Tax Matters Partner shall determine in its reasonable discretion the appropriate treatment of each item of income, gain, loss, deduction and credit of the Partnership and the accounting methods and conventions under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of any such item or any other method or procedure related to the preparation of such tax returns. The Tax Matters Partner shall have all of the rights, duties, powers and obligat