TIMES A ONE-TO-ONE CORRESPONDENCE BETWEEN LTIP UNITS AND
PARTNERSHIP UNITS FOR CONVERSION, DISTRIBUTION AND OTHER PURPOSES, INCLUDING
WITHOUT LIMITATION COMPLYING WITH THE FOLLOWING PROCEDURES:
(I)
IF AN ADJUSTMENT EVENT OCCURS, THE GENERAL PARTNER SHALL MAKE A
CORRESPONDING ADJUSTMENT TO THE LTIP UNITS TO MAINTAIN A ONE-FOR-ONE CONVERSION
AND ECONOMIC EQUIVALENCE RATIO BETWEEN PARTNERSHIP UNITS AND LTIP UNITS.
IF THE
PARTNERSHIP TAKES AN ACTION AFFECTING THE PARTNERSHIP UNITS OTHER THAN ACTIONS
SPECIFICALLY DEFINED HEREIN AS "ADJUSTMENT EVENTS" AND IN THE OPINION OF THE
GENERAL PARTNER SUCH ACTION WOULD REQUIRE AN ADJUSTMENT TO THE LTIP UNITS TO
MAINTAIN THE ONE-TO-ONE CORRESPONDENCE DESCRIBED ABOVE, THE GENERAL PARTNER
SHALL HAVE THE RIGHT TO MAKE SUCH ADJUSTMENT TO THE LTIP UNITS, TO THE EXTENT
PERMITTED BY LAW AND BY THE PLAN, IN SUCH MANNER AND AT SUCH TIME AS THE GENERAL
PARTNER, IN ITS SOLE DISCRETION, MAY DETERMINE TO BE APPROPRIATE UNDER THE
CIRCUMSTANCES.
IF AN ADJUSTMENT IS MADE TO THE LTIP UNITS AS HEREIN PROVIDED,
THE PARTNERSHIP SHALL PROMPTLY FILE IN THE BOOKS AND RECORDS OF THE
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PARTNERSHIP AN OFFICER'S CERTIFICATE SETTING FORTH SUCH ADJUSTMENT AND A BRIEF
STATEMENT OF THE FACTS REQUIRING SUCH ADJUSTMENT, WHICH CERTIFICATE SHALL BE
CONCLUSIVE EVIDENCE OF THE CORRECTNESS OF SUCH ADJUSTMENT ABSENT MANIFEST
ERROR.
PROMPTLY AFTER FILING OF SUCH CERTIFICATE, (I) THE PARTNERSHIP SHALL
MAIL A NOTICE TO EACH LTIP UNITHOLDER SETTING FORTH THE ADJUSTMENT TO HIS OR HER
LTIP UNITS AND THE EFFECTIVE DATE OF SUCH ADJUSTMENT; AND
(II)
THE LTIP UNITHOLDERS SHALL, IN RESPECT OF EACH DISTRIBUTION
PAYMENT DATE, WHEN, AS AND IF AUTHORIZED AND DECLARED BY THE GENERAL PARTNER OUT
OF ASSETS LEGALLY AVAILABLE FOR THAT PURPOSE, BE ENTITLED TO RECEIVE
DISTRIBUTIONS IN AN AMOUNT PER LTIP UNIT EQUAL TO THE DISTRIBUTIONS PER
PARTNERSHIP UNIT PAID TO HOLDERS OF RECORD ON THE SAME RECORD DATE ESTABLISHED
BY THE GENERAL PARTNER WITH RESPECT TO SUCH DISTRIBUTION PAYMENT DATE; PROVIDED,
HOWEVER, THAT NO DISTRIBUTIONS SHALL BE MADE IN RESPECT OF ANY LTIP UNIT THAT
WOULD CAUSE THE ECONOMIC CAPITAL ACCOUNT OF THE HOLDER OF SUCH LTIP UNIT TO HAVE
A NEGATIVE BALANCE THAT IS GREATER THAN THE NEGATIVE BALANCE OF THE ECONOMIC
CAPITAL ACCOUNT OF EACH PARTNERSHIP UNIT GENERALLY.
DURING ANY DISTRIBUTION
PERIOD, SO LONG AS ANY LTIP UNITS ARE OUTSTANDING, NO DISTRIBUTIONS (WHETHER IN
CASH OR IN KIND) SHALL BE AUTHORIZED, DECLARED OR PAID ON PARTNERSHIP UNITS,
UNLESS EQUAL DISTRIBUTIONS HAVE BEEN OR CONTEMPORANEOUSLY ARE AUTHORIZED,
DECLARED AND PAID ON THE LTIP UNITS FOR SUCH DISTRIBUTION PERIOD, EXCEPT IN THE
CIRCUMSTANCES DESCRIBED IN THE PROVISO TO THE PRECEDING SENTENCE.
EXCEPT TO THE
EXTENT REQUIRED BY THE AFOREMENTIONED PROVISO, THE LTIP UNITS SHALL RANK PARI
PASSU WITH THE PARTNERSHIP UNITS AS TO THE PAYMENT OF REGULAR AND SPECIAL
PERIODIC OR OTHER DISTRIBUTIONS AND DISTRIBUTION OF ASSETS UPON LIQUIDATION,
DISSOLUTION OR WINDING UP.
AS TO THE PAYMENT OF DISTRIBUTIONS AND AS TO
DISTRIBUTION OF ASSETS UPON LIQUIDATION, DISSOLUTION OR WINDING UP, ANY CLASS OR
SERIES OF PARTNERSHIP UNITS OR PARTNERSHIP INTERESTS WHICH BY ITS TERMS
SPECIFIES