LIMITED LIABILITY PARTNERSHIP AGREEMENT
1 This Agreement is made on [ ] between: (1) The Royal Bank of Scotland plc, a public limited company incorporated in Scotland whose registered office is at 36 St Andrew Square, Edinburgh EH2 2YB ("RBS"); (2) Sempra Global, a corporation duly organised and existing under the laws of California, USA whose registered office is at 101 Ash, San Diego, California 92101, USA .