LAW. THE PARTNERSHIP AND
THE GRANTEE WILL MAKE REASONABLE EFFORTS TO COMPLY WITH ALL APPLICABLE
SECURITIES LAWS. IN ADDITION, NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO
THE CONTRARY, NO OPP UNITS WILL BECOME VESTED OR BE PAID AT A TIME THAT SUCH
VESTING OR PAYMENT WOULD RESULT IN A VIOLATION OF ANY SUCH LAW.
(G)
INVESTMENT REPRESENTATIONS; REGISTRATION.
THE GRANTEE HEREBY MAKES THE COVENANTS, REPRESENTATIONS AND WARRANTIES AND SET
FORTH ON EXHIBIT B ATTACHED HERETO. ALL OF SUCH COVENANTS, WARRANTIES AND
REPRESENTATIONS SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY
THE GRANTEE. THE PARTNERSHIP WILL HAVE NO OBLIGATION TO REGISTER UNDER THE
SECURITIES ACT ANY OPP UNITS OR ANY OTHER SECURITIES ISSUED PURSUANT TO THIS
AGREEMENT OR UPON CONVERSION OR EXCHANGE OF OPP UNITS. THE GRANTEE AGREES THAT
ANY RESALE OF THE COMMON SHARES RECEIVED UPON THE EXCHANGE OF UNITS INTO WHICH
OPP UNITS MAY BE CONVERTED SHALL NOT OCCUR DURING THE "BLACKOUT PERIODS"
FORBIDDING SALES OF COMPANY SECURITIES, AS SET FORTH IN THE THEN APPLICABLE
COMPANY EMPLOYEE MANUAL OR INSIDER TRADING POLICY. IN ADDITION, ANY RESALE SHALL
BE MADE IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
OR AN APPLICABLE EXEMPTION THEREFROM, INCLUDING, WITHOUT LIMITATION, THE
EXEMPTION PROVIDED BY RULE 144 PROMULGATED THEREUNDER (OR ANY SUCCESSOR RULE).
(H)
SECTION 83(B) ELECTION. IN CONNECTION WITH
EACH SEPARATE ISSUANCE OF OPP UNITS UNDER THIS AWARD PURSUANT TO SECTION 3
HEREOF THE GRANTEE HEREBY AGREES TO MAKE AN ELECTION TO INCLUDE IN GROSS INCOME
IN THE YEAR OF TRANSFER THE APPLICABLE AWARD OPP UNITS PURSUANT TO
SECTION 83(B) OF THE CODE SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT C
AND TO SUPPLY THE NECESSARY INFORMATION IN ACCORDANCE WITH THE REGULATIONS
PROMULGATED THEREUNDER.
18
(I)
SEVERABILITY. IF, FOR ANY REASON, ANY
PROVISION OF THIS AGREEMENT IS HELD INVALID, SUCH INVALIDITY SHALL NOT AFFECT
ANY OTHER PROVISION OF THIS AGREEMENT NOT SO HELD INVALID, AND EACH SUCH OTHER
PROVISION SHALL TO THE FULL EXTENT CONSISTENT WITH LAW CONTINUE IN FULL FORCE
AND EFFECT. IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD INVALID IN PART,
SUCH INVALIDITY SHALL IN NO WAY AFFECT THE REST OF SUCH PROVISION NOT HELD SO
INVALID, AND THE REST OF SUCH PROVISION, TOGETHER WITH ALL OTHER PROVISIONS OF
THIS AGREEMENT, SHALL TO THE FULL EXTENT CONSISTENT WITH LAW CONTINUE IN FULL
FORCE AND EFFECT.
(J)
GOVERNING LAW. THIS AGREEMENT IS MADE
UNDER, AND WILL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS OF SUCH STATE.
(K)
NO OBLIGATION TO CONTINUE POSITION AS AN
EMPLOYEE, CONSULTANT OR ADVISOR. NEITHER THE COMPANY NOR ANY AFFILIATE IS
OBLIGATED BY OR AS A RESULT OF THIS AGREEMENT TO CONTINUE TO HAVE THE GRANTEE AS
AN EMPLOYEE, CONSULTANT OR ADVISOR AND THIS AGREEMENT SHALL NOT INTERFERE IN ANY
WAY WITH THE RIGHT OF THE COMPANY OR ANY AFFILIATE TO TERMINATE THE GRANTEE'S
SERVICE RELATIONSHIP AT ANY TIME.
(L)
NOTICES. ANY NOTICE TO BE GIVEN