LLC Redemption Agreement Contract

Exhibit 10.1

Execution Version

REDEMPTION AGREEMENT

October 6, 2009

TABLE OF CONTENTS

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Exhibits and Schedules

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REDEMPTION AGREEMENT

THIS REDEMPTION AGREEMENT (this “ Agreement ”), dated the 6 ^th day of October, 2009, is entered into by and among Boston Private Financial Holdings, Inc., a Massachusetts corporation (“ BPFH ”), BPFH Manager, L.L.C., a Delaware limited liability company (“ BPFH LLC ”), Westfield Capital Management Company, L.P., a Delaware limited partnership (“ Westfield LP ”), and WMS General Partner LLC, a Delaware limited liability company (“ WMS LLC ”). The foregoing parties to this Agreement are each a “ Party ” and collectively, the “ Parties .”

INTRODUCTION

1. Contemporaneous with signing this Agreement, WMS LLC, BPFH LLC and WMS Management LLC is entering into that certain Second Amended and Restated Limited Partnership Agreement of Westfield LP, dated the date hereof (the “ Current Partnership Agreement ”), which amends and restates that certain Amended and Restated Limited Partnership Agreement of Westfield LP, dated as of June 30, 2008 (the “ 2008 Partnership Agreement ”).

2. Contemporaneous with signing this Agreement, William A. Muggia and Matthew W. Strobeck are lending to Westfield LP $3.0 million and $1.0 million, respectively, in accordance with the form of promissory note attached hereto as Exhibit E .

3. BPFH is the sole member, and owns beneficially and of record all of the outstanding limited liability company interests (the “ BPFH LLC Interests ”), of BPFH LLC.

4. BPFH LLC is a general partner, and owns beneficially and of record the BPFH General Partner Interest (as such term is defined in the Current Partnership Agreement) of Westfield LP (the “ BPFH GP Interest ”).

5. WMS LLC is a general partner, and owns beneficially and of record its General Partner Interest (as such term is defined in the Current Partnership Agreement) of Westfield LP.

6. BPFH LLC, WMS LLC and Westfield LP desire that Westfield LP redeem the entire BPFH GP Interest from BPFH LLC in exchange for payments pursuant to Section 736 of the Internal Revenue Code of 1986, as amended (the “ Code ”), as described in this Agreement and on the terms and conditions set forth in this Agreement (the “ Redemption ”) and that WMS LLC become the sole general partner of Westfield LP.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

TRANSACTIONS; CLOSING

1.1 Redemption . Upon and subject to the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the “ Closing ”), the Redemption and the other transactions contemplated by this Agreement to occur at the Closing shall be effected.

1.2 Redemption Consideration . The consideration to be paid by Westfield LP to BPFH LLC in exchange for the complete redemption of the BPFH GP Interest shall be as follows:

(a) $2.0 million paid by Westfield LP to BPFH LLC on the date of this Agreement via wire transfer of immediately available funds to the account and in accordance with the instructions set forth on Schedule I attached hereto. BPFH LLC will separately acknowledge receipt of the foregoing amount;

(b) $2.0 million to be paid by Westfield LP to BPFH LLC on or before October 31, 2009 via wire transfer of immediately available funds to the account and in accordance with the instructions set forth on Schedule I attached hereto. The amounts required to paid pursuant to Section 1.2(a) and this Section 1.2(b) are together the “ Advanced Closing Date Payments ” and shall be repaid by BPFH LLC to Westfield LP to the extent set forth in Section 6.2;

(c) $50.0 million in cash to be paid by Westfield LP to BPFH LLC at the Closing (the “ Closing Date Payment ”);

(d) At Westfield LP’s discretion, either (i) a promissory note to be issued by Westfield LP to BPFH LLC at the Closing in the original principal amount of $5.0 million as more fully described in Section 1.4(b)(v) below (the “ Note ”) or (ii) $4.5 million in cash to be paid by Westfield LP to BPFH LLC at the Closing; and

(e) For each calendar year (or relevant portion thereof) during the period commencing on the Closing Date (as defined below) and continuing through (x) the eighth anniversary of the Closing Date or (y) such later date as may be required to ensure payment of any Excess Share under the next sentence of this Section 1.2(e) or (z) such earlier date as of which no further Revenue Share is due pursuant to Section 1.2(e)(v) (the “ Eight Year Term ”), an amount equal to the greater of (1) 12.5% of the Gross Revenue (as defined below) of Westfield LP for such calendar year (or relevant portion thereof) and (2) $5,600,000 (pro rated for any relevant portion of such calendar year); provided , however , that in no event shall BPFH LLC be entitled to receive pursuant to this Section 1.2(e) for such calendar year (or relevant portion thereof) an amount that is greater than $11,625,000 (pro rated for any relevant portion of such calendar year) plus the amount of any Excess Share to be added to the amount payable to BPFH LLC pursuant to clause B of this Section 1.2(e) with respect to any prior year (or relevant portion thereof). Notwithstanding the foregoing, (A) in the event that the amount payable to BPFH LLC under this Section 1.2(e) for any calendar year (or relevant portion thereof) during which BPFH is, for any portion of such calendar year, subject to the United States Department of Treasury’s Troubled Asset Relief Program under the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, and clarified pursuant to 31 C.F.R. Part 30, a Regulation promulgated by the United States Department of Treasury (such legislation and regulations collectively, “ TARP ”) exceeds 49.9% of the amount of Net Income (as defined in the Current Partnership Agreement) of Westfield LP for such calendar year (pro

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rated for any relevant portion thereof) (any such excess amount under the “ Excess Share ”), the amount payable to BPFH LLC under this Section 1.2(e) for such calendar year (or relevant portion thereof) shall be reduced by the amount of such Excess Share and (B) the amount payable to BPFH LLC under this Section 1.2(e) in the next calendar year (or relevant portion thereof) shall be increased by the amount of any such Excess Share (but, for avoidance of doubt, shall only be paid to BPFH LLC in such year to the extent permitted under clause (A) hereof); provided, however, that if an Excess Share is carried forward to any calendar year (or relevant portion thereof) during which BPFH is not subject TARP for the entire calendar year, (I) the amount of such Excess Share that may be paid to BPFH LLC in such calendar year (or relevant portion thereof) shall be limited to an amount that does not exceed 100% of the Net Income (as defined in the Current Partnership Agreement) of Westfield LP for such calendar year (pro rated for any relevant portion thereof), and (II) any amount of such Excess Share not paid to BPFH LLC for such calendar year as a result of the limitation in clause (I) shall be treated as an Excess Share and shall carry forward and be paid to BPFH LLC in the succeeding calendar year (or relevant portion thereof) but shall only be paid to BPFH LLC to the extent permitted under clause (I) hereof. The Parties acknowledge and agree that the adjustments required by clauses (A), (B), (I) and (II) of this Section 1.2(e) are intended to ensure that, to the maximum extent possible, the aggregate payments to BPFH LLC under this Section 1.2(e) are the same as they would have been if clauses (A) and (B) were not contained in this Agreement and that in no event shall BPFH LLC receive a payment with respect to any calendar year (or portion thereof) during which BPFH is subject to TARP that exceeds 49.9% of the amount of Net Income of Westfield LP for such calendar year (pro rated for any relevant portion thereof) or a payment attributable to an Excess Share carryforward in any calendar year in which BPFH is not subject to TARP that exceeds 100% of the Net Income of Westfield LP for such calendar year (pro rated for any relevant portion thereof). “ Gross Revenue ” shall mean, subject to the provisions of Section 1.2(e)(iv), the gross revenue from operations of Westfield LP as determined for the applicable period in accordance with the accounting methods, treatments, principles and procedures used in the preparation of the financial statements for the calendar year ended December 31, 2008. The right of BPFH LLC to distributions set forth in this Section 1.2(e) is the “ Revenue Share .”

(i) From and after the Closing Date, Westfield LP shall make cash distributions to BPFH LLC with respect to the Revenue Share on a quarterly basis as follows:

(A) Subject to Section 1.2(e)(iii), with respect to each calendar quarter during the Eight Year Term, based on the unaudited financial statements for such calendar quarter and all prior calendar quarters for such calendar year prepared in accordance with the Amended Partnership Agreement (as defined below), Westfield LP shall distribute to BPFH LLC an amount calculated by: (I) determining Westfield LP’s Gross Revenue and Net Income for the calendar year through the end of the relevant calendar quarter; (II) with respect to each calendar quarter other than each final calendar quarter of a calendar year during the Eight Year Term, annualizing such amounts; (III) determining the amount that would be distributable to BPFH LLC pursuant to this Section 1.2(e) (for avoidance of doubt, taking into account the limitations and adjustments required under clauses (A) and (B) or (I) and (II) of Section 1.2(e)) if such annualized or annual (as applicable) Gross Revenue and Net Income were the Gross Revenue and Net Income for the entire calendar year; (IV) multiplying such amount by a fraction the numerator of which is the number of calendar quarters of such calendar year that have

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elapsed and the denominator of which is four (4); (V) with respect to each calendar quarter other than each final calendar quarter of a calendar year, multiplying such amount by 90%; and (VI) subtracting the amount distributed to BPFH LLC pursuant to this Section 1.2(e) for all prior calendar quarters of such calendar year. Each such amount shall be distributed within twenty (20) days, or as soon thereafter as cash is available, after the end of each of the first three calendar quarters, but not later than sixty (60) days after the end of each of the first three calendar quarters of each calendar year within the Eight Year Term.

(B) After the end of each calendar year during the Eight Year Term, based on the audited financial statements prepared in accordance with the Amended Partnership Agreement, no later than one hundred twenty (120) days after the end of such calendar year, Westfield LP shall distribute to BPFH LLC the balance of any amounts distributable to BPFH LLC pursuant to this Section 1.2(e) for such calendar year.

(ii) In the event that the amount distributed to BPFH LLC pursuant to Section 1.2(e)(i)(A) for any calendar year exceeds the amount distributable to it for such calendar year pursuant to Section 1.2(e)(i)(A), BPFH LLC shall recontribute the excess to Westfield LP within 10 days after the receipt of written notice from Westfield LP of the amount of the excess distribution; provided, however, that if Westfield has provided a Pre-Payment Notice (as defined below) to BPFH LLC at any time during the Eight Year Term, BPFH LLC shall not be required to recontribute to Westfield LP pursuant to this Section 1.2(e)(ii) any amounts distributed to it in respect of the Revenue Share for the calendar year (or relevant portion thereof) during the Eight Year Term to which such Pre-Payment Notice applies to the extent that such amounts are less than the amount set forth in such Pre-Payment Notice. Notwithstanding the proviso in the immediately preceding sentence or any other provision in this Agreement, in the event that the cumulative amount paid to BPFH LLC pursuant to this Section 1.2(e) (including any amounts paid pursuant to Section 1.2(e)(v)) result in the NPV of the Aggregate Revenue Share (as defined below) being in excess of $62.0 million, BPFH LLC shall recontribute the excess to Westfield LP within 10 days after the receipt of written notice from Westfield LP of the amount of the excess distribution. In the event that the amount distributed to BPFH LLC pursuant to Section 1.2(e)(i)(A) for any calendar year is less than the amount distributable to it for such calendar year pursuant to Section 1.2(e)(i)(A), Westfield LP shall distribute the shortfall to BPFH LLC within ten (10) days after the determination of the amount of the shortfall distribution.

(iii) For the calendar quarter and the calendar year in which the Closing Date and the expiration of the Eight Year Term occur, respectively, the distributions to which BPFH LLC would have otherwise been entitled pursuant to this Section 1.2(e) shall be calculated on a pro rata basis based on the actual number of days in such calendar quarter or calendar year, as applicable, that are part of the Eight Year Term. Without limiting the generality of the foregoing, (A) the amounts calculated pursuant to Section 1.2(e)(i) shall be adjusted to reflect the actual number of days for the applicable calendar quarter and calendar year, that are part of the Eight Year Term, and (B) the determinations made pursuant to Section 1.2(e)(i)(A)(I) shall be made only for calendar quarters some or all which are within the Eight Year Term.

(iv) Notwithstanding any other provision of this Agreement, the Current Partnership Agreement or the Amended Partnership Agreement, (A) income from

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investments (including cash) and proceeds from a refinancing, Company Sale (as defined in the Amended Partnership Agreement), transfer of all or a portion of the assets or business of Westfield LP or other capital transaction shall not constitute Gross Revenue of Westfield LP for purposes of this Section 1.2(e) and (B) no refinancing, Company Sale or transfer of all or any portion of the assets or business of Westfield LP shall have the effect of reducing or increasing the amount resulting from the percentage of Gross Revenue receivable by BPFH LLC pursuant to this Section 1.2(e) during the Eight Year Term and provision shall be made in connection with any such event to ensure the continuation of the benefits of this Section 1.2(e) and Section 7.2 to BPFH LLC from any and all owners of any and all portion of the business currently conducted by Westfield LP. Upon the request of Westfield LP or BPFH LLC during the Eight Year Term, the Parties shall in good faith seek to agree upon the then fair value of the Revenue Share at which Westfield LP will redeem the Revenue Share from BPFH LLC.

(v) Notwithstanding the proviso in the first sentence of Section 1.2(e) but subject to the second sentence of Section 1.2(e), Westfield LP may, in its discretion and upon 10 days’ written notice to BPFH LLC (each, a “ Pre-Payment Notice ”), increase the amount distributed or to be distributed to BPFH LLC for any calendar year (or relevant portion thereof) during the Eight Year Term to an amount that is greater than the amount that would otherwise be due under this Section 1.2(e). Accordingly, notwithstanding any other provision of this Agreement, if payments made with respect to the Revenue Share (including any payments made pursuant to one or more Pre-Payment Notices) result in aggregate payments to BPFH LLC in respect of the Revenue Share with a total net present value as of the Closing Date, calculated as provided below (the “ NPV of Aggregate Revenue Share ”), equal to or in excess of $62.0 million, then no further amounts shall be due or payable to BPFH LLC under this Section 1.2(e). For these purposes the “net present value” of each payment to BPFH LLC with respect to the Revenue Share (including any payment pursuant to one or more Pre-Payment Notices) shall be (R _t )/(1 + i ) ^t , where:

t - the time of each payment as measured in the number of years (including partial years) after the Closing Date;

i - the discount rate of 10% per annum; and

R _t - each Revenue Share payment;

and the NPV of Aggregate Revenue Share shall be the sum of all such net present values

1.3 Tax Matters .

(a) Partner Status . The Parties acknowledge and agree that solely for federal and state income tax purposes, BPFH LLC shall be considered a partner of Westfield LP until it has received the last payment to which it is entitled pursuant to Section 1.2(e) and shall not be treated as a partner for any other purpose or any other period.

(b) Treatment of Payments . The Parties acknowledge and agree that amounts paid or distributed (or deemed paid or distributed pursuant to Section 752 of the Code) to BPFH LLC as a result of the transactions that are the subject of this Agreement shall be treated as follows for federal income tax purposes:

(i) Amounts distributed pursuant to Section 1.2(e) shall be treated as a distributive share of Westfield LP’s income pursuant to Section 736(a)(1) of the Code; provided , however , that for any Fiscal Year (or applicable portion thereof) in which the amount distributable pursuant to such section exceeds the Net Income of Westfield LP for such year, to the extent appropriate, such excess shall be treated as a “guaranteed payment” pursuant to Section 736(a)(2) of the Code, as determined under Treasury Regulations Section 1.707-1(c); and

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(ii) Amounts paid or payable to BPFH LLC pursuant to Sections 1.2(a) through (d) and pursuant to the Note plus any amount deemed distributed to BPFH LLC pursuant to Section 752(b) of the Code as a result of a decrease in its share of Westfield LP’s liabilities shall be treated as a combination of (A) “guaranteed payments” pursuant to Section 736(a)(2) of the Code and (B) payments made in exchange for BPFH LLC’s interest in the property of Westfield LP pursuant to Section 736(b) of the Code. For this purpose, the Parties agree that as of the Closing Date, BPFH LLC’s interest in the assets of Westfield LP (and thus the amount of payments and deemed payments treated as payments under Section 736(b) of the Code) shall equal the sum of (X) the amount that BPFH LLC would be distributed under the Current Partnership Agreement if Westfield LP sold all of its assets at their fair market values, paid its liabilities and liquidated and (Y) BPFH LLC’s allocable share of Westfield LP’s liabilities as determined pursuant to Section 752 of the Code. The Parties further agree that the fair market value of each asset of Westfield LP on the Closing Date shall equal such asset’s adjusted basis for federal income tax purposes on such date. All other amounts described in this paragraph shall be considered to be “guaranteed payments” pursuant to Section 736(a)(2) of the Code. In accordance with Treasury Regulation Section 1.736-1(b)(5)(iii), the Parties agree that any amounts paid to BPFH LLC that are described in this paragraph (ii) shall be treated first, as payments described in Section 736(b) of the Code to the extent of the amount allocated to such payment pursuant to this paragraph (ii), and then as payments described in Section 736(a)(2) of the Code. With respect to any payments to be made to BPFH LLC pursuant to the Note, the Parties agree that no more than $4.5 million shall be treated as a guaranteed payment that has accrued as of or prior to the Closing Date.

(c) Allocations of Net Income and Net Loss . For each calendar year or portion thereof during the Eight Year Term, except as may be required by law, BPFH LLC shall only be allocated an amount of Net Income (as defined in the Amended Partnership Agreement) (or any items thereof) from Westfield LP equal to the amount distributable to it pursuant to Section 1.2(e) for such period and shall not be allocated any share of Westfield LP’s Net Loss (as defined in the Amended Partnership Agreement) or items thereof.

(d) Westfield LP shall adjust the Capital Accounts of its Partners (as such terms are defined in the Current Partnership Agreement) pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f) in connection with the Redemption. The Parties agree that as a result of such adjustment, the Capital Account balance of BPFH LLC shall equal the sum of (A) amounts distributable to it pursuant to Schedule III hereof for the Short Year (as defined in such Schedule III) and (B) the amount of payments, if any, to be made to BPFH LLC after the Closing

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that are characterized as payments under Section 736(b) of the Code pursuant to Section 1.3(b)(ii) hereof; and shall not exceed 49.9% of the Capital Accounts of the Partners, as so adjusted. Within thirty days following the end of the 2009 calendar year (or as soon thereafter as reasonably practicable), WMS LLC shall prepare, or cause to be prepared, and shall deliver to BPFH LLC a schedule setting forth the Partners’ respective Capital Account balances as of the Closing.

1.4 The Closing .

(a) Time and Location . If this Agreement has not been earlier terminated in accordance with Section 6.1, the Closing shall take place at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts, commencing at 10:00 a.m., local time, on Tuesday, December 1, 2009 (or such earlier date after the date hereof as determined by Westfield LP), or if on such date, all of the conditions to the obligations of the Parties to consummate the transactions contemplated hereby have not been satisfied or waived by the applicable Parties, then on such mutually agreeable later date as soon as practicable after (but in no event more than three business days after) the first date on which the conditions to the obligations of the Parties to consummate the transactions contemplated hereby have been satisfied or waived by the applicable Parties (the “ Closing Date ”). The Parties agree that the transactions contemplated by this Agreement shall be deemed to occur immediately upon the close of business on the day immediately prior to the Closing Date, and such day shall also be the date for purposes of maintaining Westfield LP’s capital accounts, and for federal, state and local income tax purposes. The Parties contemplate that they will execute a considerable number of documents required to be delivered at the Closing prior to the Closing Date but none of such documents shall be deemed to be delivered until the Closing Date, and each of such documents shall be effective only upon the Closing and shall be null and void automatically upon the termination of this Agreement in accordance with Section 6.1.

(b) Actions at the Closing . At the Closing:

(i) The post-Closing operating covenants set forth in Schedule II attached hereto shall be effective in accordance with their terms;

(ii) Westfield LP shall be obligated to make distributions to BPFH LLC and WMS Management LLC in accordance with Schedule III attached hereto.

(iii) The entire BPFH GP Interest shall be redeemed by Westfield LP and as such, BPFH LLC shall no longer be the beneficial or record owner of the BPFH GP Interest and shall be released from its obligations related thereto by execution and delivery to BPFH LLC at the Closing of a Release in the form of Exhibit D attached hereto. BPFH LLC hereby irrevocably constitutes and appoints Wilmer Cutler Pickering Hale and Dorr LLP to reflect the redemption of the BPFH GP Interest on the books of Westfield LP at the Closing, with full power of substitution in the premises.

(iv) Westfield LP shall pay to BPFH LLC the Closing Date Payment via wire transfer of immediately available funds to the account and in accordance with the instructions set forth on Schedule I attached hereto (or such other account designated in writing by BPFH LLC at least five (5) business days prior to the Closing Date).

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(v) Westfield LP shall, in its discretion, either (x) pay to BPFH LLC $4.5 million via wire transfer of immediately available funds to the account and in accordance with the instructions set forth on Schedule I attached hereto (or such other account designated in writing by BPFH LLC at least five (5) business days prior to the Closing Date) or (y) issue the Note to BPFH LLC in the form attached hereto as Exhibit A , with such changes in form as noted therein.

(vi) BPFH LLC shall become entitled to the Revenue Share in accordance with Section 1.2(e) of this Agreement.

(vii) Westfield LP and BPFH LLC shall execute and deliver a subordination agreement with the lender(s) providing the financing to Westfield LP in satisfaction of the condition precedent to the Closing set forth in Section 5.1(e) in order to implement the subordination of the Note which subordination agreement shall be in such form and have such terms and conditions as are mutually acceptable to the parties thereto and in any event shall be on commercially reasonable terms customary for a short-term seller financing transaction of this type.

(viii) BPFH LLC and WMS LLC shall execute and deliver to the other Parties the Third Amended and Restated Limited Partnership Agreement of Westfield LP, in the form attached hereto as Exhibit B (the “ Amended Partnership Agreement ”).

(ix) BPFH and BPFH LLC shall deliver (or cause to be delivered) to Westfield LP the various certificates, instruments and documents required to be delivered under Section 5.1.

(x) Westfield LP and WMS LLC shall deliver (or cause to be delivered) to BPFH the various certificates, instruments and documents required to be delivered under Section 5.2.

(xi) BPFH shall deliver (or cause to be delivered) to Westfield LP certificates of good standing in Delaware for BPFH LLC and in The Commonwealth of Massachusetts for each of BPFH and BPFH LLC, each dated as of a date not earlier than ten (10) days prior to the Closing Date.

(xii) Westfield LP shall deliver (or cause to be delivered) to BPFH certificates of good standing in Delaware for each of Westfield LP and WMS LLC and in The Commonwealth of Massachusetts for each of Westfield LP and WMS LLC, each dated as of a date not earlier than ten (10) days prior to the Closing Date.

(xiii) BPFH LLC and WMS LLC and Westfield LP shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF BPFH AND BPFH LLC

BPFH and BPFH LLC jointly and severally represent and warrant to Westfield LP and WMS LLC that the statements contained in this Article II are true and correct as of the date of this Agreement and, pursuant to Section 5.1(a), shall be true and correct as of the Closing Date, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties are true and correct as of such date).

2.1 Organization and Qualification .

(a) BPFH LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing as a foreign organization in The Commonwealth of Massachusetts.

(b) BPFH is a corporation duly organized, validly existing and in good standing under the laws of The Commonwealth of Massachusetts.

2.2 Ownership of Interests .

(a) BPFH owns beneficially and of record all of the BPFH LLC Interests, which are so owned free and clear of (i) all Liens (as defined below) (other than transfer restrictions under the limited liability company agreement of BPFH LLC), and (ii) agreements in respect of, or limitations on, BPFH’s voting rights. The BPFH LLC Interests are duly authorized, validly issued and free of preemptive rights. For purposes of this Agreement, “ Lien ” means any mortgage, security interest, pledge, lien, charge or encumbrance of any nature other than transfer restrictions under applicable securities laws.

(b) BPFH LLC owns beneficially and of record the BPFH GP Interest free and clear of (i) all Liens (other than transfer restrictions under the Current Partnership Agreement), and (ii) agreements in respect of, or limitations on, voting (other than as set forth in the Current Partnership Agreement). At the Closing, BPFH will convey to Westfield LP, via the Redemption, good title to the BPFH GP Interest, free and clear of (i) all Liens (other than transfer restrictions under the Amended Partnership Agreement), and (ii) agreements in respect of, or limitations on, voting (other than as set forth in the Amended Partnership Agreement).

2.3 Power, Authority and Enforceability .

(a) Each of BPFH and BPFH LLC has all requisite entity power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by BPFH and BPFH LLC and the performance by them of their respective obligations hereunder and the consummation by them of the transactions contemplated hereby have been duly and validly authorized by all necessary entity action on their part. This Agreement has been duly and validly executed and delivered by BPFH and BPFH LLC and, assuming this Agreement constitutes a valid and binding obligation of Westfield LP, constitutes valid and binding obligations of BPFH and BPFH LLC, enforceable against BPFH and BPFH LLC in accordance with its terms, except as enforcement hereof may be

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limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency, fraudulent transfer, reorganization, remediation and similar laws affecting creditors’ rights and remediation generally.

(b) BPFH LLC has all requisite limited liability company power and authority to execute and deliver the Current Partnership Agreement and the Amended Partnership Agreement and to perform its obligations thereunder. The execution and delivery of the Current Partnership Agreement and the Amended Partnership Agreement by BPFH LLC in accordance