ENTITLED TO RECEIVE DISTRIBUTIONS WITH RESPECT TO SUCH AWARD
OPP UNITS TO THE EXTENT PROVIDED FOR IN THE PARTNERSHIP AGREEMENT, AS MODIFIED
HEREBY, IF APPLICABLE. THE DISTRIBUTION PARTICIPATION DATE (AS DEFINED IN THE
PARTNERSHIP AGREEMENT) SHALL BE THE VALUATION DATE, EXCEPT THAT IF THE
PROVISIONS OF SECTION 4(B) OR SECTION 8(A) HEREOF BECOME APPLICABLE TO THE
GRANTEE, THE DISTRIBUTION PARTICIPATION DATE FOR THE GRANTEE SHALL BE
ACCELERATED TO THE DATE THE CALCULATIONS PROVIDED IN SUCH PROVISIONS ARE
PERFORMED WITH RESPECT TO THE AWARD OPP UNITS THAT ARE NO LONGER SUBJECT TO
FORFEITURE.
7.
RESTRICTIONS ON TRANSFER. NONE OF THE
AWARD OPP UNITS SHALL BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF OR ENCUMBERED (WHETHER VOLUNTARILY OR INVOLUNTARILY OR BY JUDGMENT,
LEVY, ATTACHMENT, GARNISHMENT OR OTHER LEGAL OR EQUITABLE PROCEEDING) (EACH SUCH
ACTION A "TRANSFER"), OR REDEEMED IN ACCORDANCE WITH THE PARTNERSHIP AGREEMENT
(A) PRIOR TO VESTING AND (B) UNLESS SUCH TRANSFER IS IN COMPLIANCE WITH ALL
APPLICABLE SECURITIES LAWS (INCLUDING, WITHOUT LIMITATION, THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT")), AND SUCH TRANSFER IS IN ACCORDANCE
WITH THE APPLICABLE TERMS AND CONDITIONS OF THE PARTNERSHIP AGREEMENT. IN
CONNECTION WITH ANY TRANSFER OF AWARD OPP UNITS, THE PARTNERSHIP MAY REQUIRE THE
GRANTEE TO PROVIDE AN OPINION OF COUNSEL, SATISFACTORY TO THE PARTNERSHIP, THAT
SUCH TRANSFER IS IN COMPLIANCE WITH ALL FEDERAL AND STATE SECURITIES LAWS
(INCLUDING, WITHOUT LIMITATION, THE SECURITIES ACT). ANY ATTEMPTED TRANSFER OF
AWARD OPP UNITS NOT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS
SECTION 7 SHALL BE NULL AND VOID, AND THE PARTNERSHIP SHALL NOT REFLECT ON ITS
RECORDS ANY CHANGE IN RECORD OWNERSHIP OF ANY OPP UNITS AS A
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RESULT OF ANY SUCH TRANSFER, SHALL OTHERWISE REFUSE TO RECOGNIZE ANY SUCH
TRANSFER AND SHALL NOT IN ANY WAY GIVE EFFECT TO ANY SUCH TRANSFER OF ANY OPP
UNITS. THIS AGREEMENT IS PERSONAL TO THE GRANTEE, IS NON-ASSIGNABLE AND IS NOT
TRANSFERABLE IN ANY MANNER, BY OPERATION OF LAW OR OTHERWISE, OTHER THAN BY WILL
OR THE LAWS OF DESCENT AND DISTRIBUTION.
8.
DEATH OR DISABILITY.
(A)
NOTWITHSTANDING ANY OTHER PROVISION HEREIN,
BUT SUBJECT TO SECTION 8(C) BELOW, IF, PRIOR TO THE VALUATION DATE, THE GRANTEE
SHALL CEASE TO BE AN EMPLOYEE OF THE COMPANY AND ITS AFFILIATES AS A RESULT OF
HIS OR HER DEATH OR DISABILITY, THEN (I) WITH RESPECT TO THE GRANTEE ONLY THE
CALCULATIONS PROVIDED IN SECTION 3(D) HEREOF SHALL BE PERFORMED WITH RESPECT TO
THIS AWARD IMMEDIATELY UPON SUCH CESSATION AS IF A CHANGE OF CONTROL HAD
OCCURRED (WITH RESPECT TO THE GRANTEE ONLY) ON THE DATE OF HIS OR HER DEATH OR
TERMINATION BY REASON OF DISABILITY, (II) ALL OF THE AWARD OPP UNITS THAT
(A) HAVE PREVIOUSLY BECOME NON-FORFEITABLE PURSUANT TO SECTIONS 3(B) OR
3(C) HEREOF AND/OR (B) BECOME NO LONGER SUBJECT TO FORFEITURE AS A RESULT OF
SUCH CALCULATIONS PURSUANT TO SECTION 3(D) HEREOF SHALL AUTOMATICALLY AND
IMMEDIATELY VEST, AND (III) THIS AGREEMENT SHALL THEN AUTOMATICALLY TERMINATE
AND NO FURTHER CALCULATIONS PURSUANT TO