Section 12.4 shall not impair the ability of the holder of any Note (i) from
proceeding against the Company, (ii) from realizing on the assets of the Company
or (iii) proceeding against any General Partner with respect to actions such
General Partner caused the Company to take involving the Company's obligations
under this Agreement which would constitute fraud, gross negligence or willful
misconduct by such General Partner.
(b) The Purchasers, and each future holder of Notes by its acceptance
of a Note issued pursuant hereto, acknowledge and agree that Excluded Persons
are express third party beneficiaries of this Section 12.4, and that the
provisions hereof may be enforced by any Excluded Persons directly against any
holder from time to time of the Notes. For purposes of this Section 12.4, the
term "Excluded Person" means, at any time, (i) each current or former general or
limited partner of the Partnership, (ii) each current or former general or
limited partner of any Person referred to in clause (i) above, and (iii) each
partner, director, trustee or other fiduciary, officer, employee, stockholder or
controlling Person of any Person referred to in clause (i) or (ii) above.
Section 12.5. Legal Holidays. Whenever any payment hereunder or under
any of the Notes shall be due on a day on which banking institutions at the
place for such payment are authorized or obligated by law to close (a "legal
holiday"), such payment shall become due on the next succeeding day which is not
a legal holiday.