THE AGGREGATE NET AGREED VALUE OF
ALL CAPITAL CONTRIBUTIONS TO THE PARTNERSHIP THEN BEING MADE PURSUANT TO SECTION
4.3, UNLESS THE GENERAL PARTNER RECEIVES AN OPINION OF COUNSEL THAT THE FAILURE
TO MAKE SUCH ADDITIONAL CAPITAL CONTRIBUTION WOULD NOT RESULT IN THE PARTNERSHIP
OR ANY OF THE OPERATING PARTNERSHIPS BEING TREATED AS AN ASSOCIATION TAXABLE AS
A CORPORATION FOR FEDERAL INCOME TAX PURPOSES.
SECTION 4.2
LIMITED PARTNER CONTRIBUTIONS
At and as of the Time of Delivery, each underwriting firm which entered into an
underwriting agreement with the Partnership contributed to the Partnership, in
exchange for the number of LP Units specified therein an amount in cash equal to
the Issue Price for such LP Units (as specified in such underwriting agreement)
multiplied by the number of LP Units being so purchased.
SECTION 4.3
ISSUANCES OF ADDITIONAL LP
UNITS AND OTHER SECURITIES
(A)
THE GENERAL PARTNER IS HEREBY AUTHORIZED TO
CAUSE THE PARTNERSHIP TO ISSUE, IN ADDITION TO THE LP UNITS ISSUED PURSUANT TO
SECTION 4.2, ADDITIONAL LP UNITS, OR CLASSES OR SERIES THEREOF, OR OPTIONS,
RIGHTS, WARRANTS OR APPRECIATION RIGHTS RELATING THERETO OR ANY OTHER TYPE OF
10
EQUITY SECURITY THAT THE PARTNERSHIP MAY LAWFULLY ISSUE, ANY SECURED OR
UNSECURED DEBT OBLIGATIONS OF THE PARTNERSHIP, OR DEBT OBLIGATIONS OF THE
PARTNERSHIP CONVERTIBLE INTO ANY CLASS OR SERIES OF EQUITY SECURITIES OF THE
PARTNERSHIP (COLLECTIVELY, "PARTNERSHIP SECURITIES"), FOR ANY PARTNERSHIP
PURPOSE, AT ANY TIME OR FROM TIME TO TIME, TO PARTNERS OR TO OTHER PERSONS
(INCLUDING, WITHOUT LIMITATION, TO EMPLOYEE BENEFIT PLANS SPONSORED BY THE
GENERAL PARTNER, THE PARTNERSHIP, ANY OF THE OPERATING PARTNERSHIPS OR ANY OF
THEIR RESPECTIVE AFFILIATES), FOR SUCH CONSIDERATION AND ON SUCH TERMS AND
CONDITIONS, AND ENTITLING THE HOLDERS THEREOF TO SUCH RELATIVE RIGHTS AND
POWERS, AS SHALL BE ESTABLISHED BY THE GENERAL PARTNER IN ITS SOLE DISCRETION,
ALL WITHOUT THE APPROVAL OF ANY LIMITED PARTNERS, EXCEPT AS PROVIDED IN SECTION
17.1.
(B)
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING (BUT SUBJECT TO THE PROVISIONS OF SECTION 17.1), THE ADDITIONAL
PARTNERSHIP SECURITIES TO BE ISSUED BY THE PARTNERSHIP UNDER THIS SECTION 4.3
MAY CONTAIN PROVISIONS WITH RESPECT TO (I) THE ALLOCATION OF ITEMS OF
PARTNERSHIP INCOME, GAIN, LOSS, DEDUCTION AND CREDIT; (II) THE RIGHT TO SHARE IN
PARTNERSHIP DISTRIBUTIONS; (III) RIGHTS UPON DISSOLUTION AND LIQUIDATION OF THE
PARTNERSHIP; (IV) WHETHER ANY SUCH ISSUE OF PARTNERSHIP SECURITIES MAY BE
ACQUIRED BY THE PARTNERSHIP, BY PURCHASE, REDEMPTION OR OTHERWISE,
AND IF SO,
THE PRICE AT WHICH, AND THE TERMS AND CONDITIONS UPON WHICH, SUCH PARTNERSHIP
SECURITIES MAY BE PURCHASED, REDEEMED OR OTHERWISE ACQUIRED BY THE PARTNERSHIP;
(V) THE CONVERSION RIGHTS APPLICABLE TO ANY SUCH ISSUE OF PARTNERSHIP
SECURITIES, AND IF SO, THE RATE AT WHICH, AND THE TERMS AND CONDITIONS UPON
WHICH, SUCH PARTNERSHIP SECURITIES MAY BE CONVERTED INTO ANY OTHER CLASS OR
SERIES OF PARTNERSHIP SECURITIES; (VI) THE TERMS AND CONDITIONS UPON WHICH ANY
SUCH PARTNERSHIP SECURITIES WILL BE ISSUED, ASSIGNED, OR TRANSFERRED; AND (VII)
THE RIGHT, IF ANY, OF THE HOLDERS OF ANY SUCH ISSUE OF