DESIGNATED BY THE MANAGEMENT LIMITED PARTNER SELLING SUCH MANAGEMENT INTERESTS,
A BANK CASHIER'S CHECK, A CERTIFIED CHECK OR A COMPANY CHECK OF THE PURCHASER
FOR THE PURCHASE PRICE, (II) IF THE PURCHASER IS THE PARTNERSHIP AND IT OR ITS
SUBSIDIARIES ARE PROHIBITED FROM PAYING CASH BY ANY FINANCING ARRANGEMENTS OF
THE PARTNERSHIP AND UNABLE TO PAY THE PURCHASE PRICE IN SHARES AS DESCRIBED IN
CLAUSE (III) BELOW, BY A NOTE OF THE PARTNERSHIP PAYABLE IN INSTALLMENTS OVER A
PERIOD OF UP TO FIVE (5) YEARS FROM THE DATE OF ISSUANCE OF SUCH NOTE, HAVING A
PRINCIPAL AMOUNT EQUAL TO THE APPLICABLE PURCHASE PRICE, BEARING INTEREST AT A
MARKET BORROWING RATE FOR SIMILARLY SITUATED COMPANIES OF SIMILAR CREDIT QUALITY
IN EFFECT FROM TIME TO TIME (WHICH NOTE SHALL BE A GENERAL, SENIOR UNSECURED
OBLIGATION OF THE PARTNERSHIP OR A SUBSIDIARY OF THE PARTNERSHIP THAT HOLDS ALL
OR SUBSTANTIALLY ALL OF THE ASSETS OF THE PARTNERSHIP), OR (III) IF A QUALIFIED
PUBLIC OFFERING HAS OCCURRED, BY DELIVERY OF A NUMBER OF SHARES OF THE IPO
CORPORATION EQUAL TO THE AGGREGATE PURCHASE PRICE OF THE MANAGEMENT INTERESTS
BEING PURCHASED DIVIDED BY THE CLOSING PRICE ON THE APPLICABLE EXCHANGE ON WHICH
SUCH SHARE TRADE AS OF THE TRADING DAY IMMEDIATELY PRIOR TO THE DAY OF DELIVERY
THEREOF TO THE MANAGEMENT LIMITED PARTNER, ROUNDED DOWN TO THE NEAREST WHOLE
NUMBER OF SHARES.
THE PARTNERSHIP SHALL NOTIFY THE MANAGEMENT LIMITED PARTNERS
IN WRITING OF THE METHOD BY WHICH IT HAS ELECTED TO PURCHASE THE MANAGEMENT
INTERESTS AT LEAST 3 BUSINESS DAYS PRIOR TO THE CLOSING OF SUCH PURCHASE.
THE
PARTIES HERETO ACKNOWLEDGE THAT THE PARTNERSHIP MAY BE UNABLE TO PAY WITH SHARES
TO THE EXTENT IT IS UNABLE TO DELIVER SUCH SECURITIES PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS OR PURSUANT TO A REGISTRATION STATEMENT ON FORM S-3 OR FORM S-8.
(E)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
ELSEWHERE HEREIN, THE PARTNERSHIP SHALL NOT BE OBLIGATED TO PURCHASE ANY
MANAGEMENT INTERESTS AT ANY TIME PURSUANT TO THIS SECTION 12.2, REGARDLESS OF
WHETHER IT HAS DELIVERED A NOTICE OF ITS ELECTION TO PURCHASE ANY SUCH
MANAGEMENT INTERESTS, (I) TO THE EXTENT THAT (A) THE PURCHASE OF SUCH MANAGEMENT
INTERESTS (TOGETHER WITH ANY OTHER PURCHASES OF MANAGEMENT INTERESTS PURSUANT TO
THIS ARTICLE XII, OR PURSUANT TO SIMILAR PROVISIONS IN ANY OTHER AGREEMENTS WITH
OTHER INVESTORS, OF WHICH THE PARTNERSHIP HAS AT SUCH TIME BEEN GIVEN OR HAS
GIVEN NOTICE) OR (B) IN THE EVENT OF AN ELECTION TO PURCHASE SUCH MANAGEMENT
INTERESTS WITH SHARES OF THE IPO CORPORATION, THE ISSUANCE OF SUCH SHARES BY THE
IPO CORPORATION OR THE DISTRIBUTION OF SUCH SHARES OF THE IPO CORPORATION TO THE
APPLICABLE MANAGEMENT LIMITED PARTNER(S) WOULD RESULT (X) IN A VIOLATION OF ANY
LAW (INCLUDING ANY UNAVAILABILITY OF A REGISTRATION STATEMENT OR EXEMPTION FROM
REGISTRATION NECESSARY TO ALLOW DELIVERY OF SHARES TO THE APPLICABLE MANAGEMENT
LIMITED PARTNER(S)), (Y) AFTER GIVING EFFECT
35
THERETO (INCLUDING ANY DIVIDENDS OR OTHER DISTRIBUTIONS OR LOANS