TO
(I) THE NUMBER OR KIND OF INTERESTS OR OTHER SECURITIES ISSUED OR RESERVED FOR
ISSUANCE UNDER THE PARTNERSHIP AGREEMENT IN RESPECT OF RESTRICTED EQUITY UNITS,
(II) THE VESTING TERMS UNDER THIS AGREEMENT, (III) THE DISTRIBUTION PRIORITIES
CONTAINED IN THE PARTNERSHIP AGREEMENT AND/OR (IV) ANY OTHER AFFECTED TERMS
HEREUNDER.
6.5.
CALCULATION OF BENEFITS.
NEITHER THE RESTRICTED EQUITY UNITS NOR
THE CLASS A-2 INTERESTS SHALL BE DEEMED COMPENSATION FOR PURPOSES OF COMPUTING
BENEFITS OR CONTRIBUTIONS UNDER ANY RETIREMENT PLAN OF THE COMPANY AND SHALL NOT
AFFECT ANY BENEFITS, OR CONTRIBUTIONS TO BENEFITS, UNDER ANY OTHER BENEFIT PLAN
OF ANY KIND NOW OR SUBSEQUENTLY IN EFFECT UNDER WHICH THE AVAILABILITY OR AMOUNT
OF BENEFITS OR CONTRIBUTIONS IS RELATED TO LEVEL OF COMPENSATION.
6.6.
SETOFF.
THE PARTNERSHIP'S OBLIGATION TO PAY EXECUTIVE THE AMOUNTS
PROVIDED AND TO MAKE THE ARRANGEMENTS PROVIDED HEREUNDER AND UNDER THE
PARTNERSHIP AGREEMENT SHALL BE SUBJECT TO SET OFF, COUNTERCLAIM OR RECOUPMENT OF
AMOUNTS OWED BY SUCH EXECUTIVE (OR ANY AFFILIATE OF SUCH EXECUTIVE (OR ANY OF
ITS RELATIVES) THAT IS CONTROLLED BY SUCH EXECUTIVE (OR ANY OF ITS RELATIVES))
TO THE PARTNERSHIP OR ITS AFFILIATES (INCLUDING WITHOUT LIMITATION AMOUNTS OWED
PURSUANT TO THE PARTNERSHIP AGREEMENT).
6.7.
REMEDIES.
(A)
THE RIGHTS AND REMEDIES PROVIDED BY THIS AGREEMENT ARE CUMULATIVE
AND THE USE OF ANY ONE RIGHT OR REMEDY BY ANY PARTY SHALL NOT PRECLUDE OR WAIVE
ITS RIGHT TO USE ANY OR ALL OTHER REMEDIES.
THESE RIGHTS AND REMEDIES ARE GIVEN
IN ADDITION TO ANY OTHER RIGHTS THE PARTIES MAY HAVE AT LAW OR IN EQUITY.
(B)
EXCEPT WHERE A TIME PERIOD IS OTHERWISE SPECIFIED, NO DELAY ON THE
PART OF ANY PARTY IN THE EXERCISE OF ANY RIGHT, POWER, PRIVILEGE OR REMEDY
HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY EXERCISE OR PARTIAL
EXERCISE OF ANY SUCH RIGHT, POWER, PRIVILEGE OR REMEDY PRECLUDE ANY FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY RIGHT, POWER, PRIVILEGE OR REMEDY.
6.8.
WAIVERS AND AMENDMENTS.
THE RESPECTIVE RIGHTS AND OBLIGATIONS OF
THE PARTNERSHIP AND EXECUTIVE UNDER THIS AGREEMENT MAY BE WAIVED (EITHER
GENERALLY OR IN A PARTICULAR INSTANCE, EITHER RETROACTIVELY OR PROSPECTIVELY,
AND EITHER FOR A SPECIFIED PERIOD OF TIME OR INDEFINITELY) BY SUCH RESPECTIVE
PARTY.
THIS AGREEMENT MAY BE AMENDED ONLY WITH THE WRITTEN CONSENT OF A DULY
AUTHORISED REPRESENTATIVE OF THE PARTNERSHIP AND EXECUTIVE.
6.9.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
15
6.10.
CONSENT TO JURISDICTION.
(A)
EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE
JURISDICTION OF ALL STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK,
AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN
FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING
ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, ANY PROCEEDING RELATING TO
ANCILLARY MEASURES IN AID OF ARBITRATION, PROVISIONAL REMEDIES AND INTERIM