7 Procedures. Limited Partners shall be entitled to cast votes with respect to any issue on which they are entitled to vote: (a) at a meeting, in person, by written proxy or by a signed wnting directing the manner in which the vote is to be cast, which wnting must be received by the General Partner on or prior to the commencement of the meeting; or (b) without a meeting, by a signed wnting directing the manner in which the vote is to be cast, which wnting must be received by the General Partner on or prior to the time and date on which the votes are to be counted. Only the votes of Limited Partners of record on the notice date, whether at a meeting or otherwise, shall be counted. The laws of the State of Delaware pertaining to the validity and use of corporate (or partnership, if applicable) proxies shall govern the validity and use of proxies given by Limited Partners. 11.8 BHC Partners. (a) Notwithstanding any other provision in this Agreement, if, after notice from any BHC Partner that a distribution of any secunty would in the reasonable judgment of such BHC Partner, cause such BHC Partner to violate the BHC Act or IB Act, then the General Partner shall sell such secunty on behalf of the affected BHC Partner at the best available price and distribute the net proceeds therefrom to such BHC Partner so as to avoid such violation of the BHC Act or IB Act (in which case, for accounting purposes, the gain or loss attributable to such sale, and to the extent allowable, the taxable gain or loss attributable to such sale, shall be allocated to such BHC Partner). (b) If the interest as a Limited Partner beneficially owned by a BHC Partner identified as such at the time of admission to the Partnership shall at any time (or, with respect to interests beneficially owned by a BHC Partner identified in wnting to the General Partner at such later time, at any time after such notice) constitute more than 4.99% of the Voting Interests then outstanding, so much of the Voting Interest held by such BHC Partner shall be automatically converted into a Non-Voting Interest as shall be necessary so that the remaining Voting Interests held by such BHC Partner shall constitute 4.99% of the Voting Interest outstanding. 98