OR RESULTING FROM
A SUBDIVISION OF THE OUTSTANDING SHARES OF REGISTRABLE SECURITIES INTO A GREATER
NUMBER OF SHARES (BY RECLASSIFICATION, STOCK SPLIT OR OTHERWISE).
FOR THE
PURPOSES OF THIS AGREEMENT, A SECURITY THAT WAS AT ONE TIME A REGISTRABLE
SECURITY SHALL CEASE TO BE A REGISTRABLE SECURITY WHEN (I) SUCH SECURITY HAS
BEEN EFFECTIVELY REGISTERED UNDER THE SECURITIES ACT, AND EITHER (A) THE
REGISTRATION STATEMENT WITH RESPECT THERETO HAS REMAINED CONTINUOUSLY EFFECTIVE
FOR 150 DAYS OR (B) SUCH SECURITY HAS BEEN DISPOSED OF PURSUANT TO SUCH
REGISTRATION STATEMENT, (II) SUCH SECURITY IS OR CAN BE IMMEDIATELY SOLD TO THE
PUBLIC IN RELIANCE ON RULE 144 (OR ANY SIMILAR PROVISION THEN IN FORCE) UNDER
THE SECURITIES ACT, (III) SUCH SECURITY HAS BEEN OTHERWISE TRANSFERRED AND
(A) THE GENERAL PARTNER HAS DELIVERED A NEW CERTIFICATE OR OTHER EVIDENCE OF
OWNERSHIP NOT BEARING THE LEGEND SET FORTH ON THE SHARES UPON THE INITIAL
ISSUANCE THEREOF (OR OTHER LEGEND OF SIMILAR IMPORT) AND (B) IN THE OPINION OF
COUNSEL TO THE GENERAL PARTNER, THE SUBSEQUENT DISPOSITION OF SUCH SECURITY
WOULD NOT REQUIRE THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT OR
ANY SIMILAR STATE LAW THEN IN FORCE, OR (IV) SUCH SECURITY HAS CEASED TO BE
OUTSTANDING.
(B)
REGISTRATION EXPENSES.
THE GENERAL PARTNER
SHALL PAY, AS REIT EXPENSES, ALL EXPENSES INCIDENT TO THE SHELF REGISTRATION,
INCLUDING, WITHOUT LIMITATION, (I) ALL SEC, STOCK EXCHANGE AND NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC. REGISTRATION, FILING AND LISTING FEES,
(II) ALL FEES AND EXPENSES INCURRED IN COMPLYING WITH SECURITIES OR "BLUE SKY"
LAWS (INCLUDING REASONABLE FEES AND DISBURSEMENTS OF COUNSEL IN CONNECTION WITH
"BLUE SKY" QUALIFICATIONS OF THE REGISTRABLE SECURITIES), (III) ALL PRINTING,
MESSENGER AND DELIVERY EXPENSES, (IV) ALL FEES AND DISBURSEMENTS OF THE GENERAL
PARTNER'S INDEPENDENT PUBLIC ACCOUNTANTS AND COUNSEL AND (V) ALL FEES AND
EXPENSES OF ANY SPECIAL EXPERTS RETAINED BY THE GENERAL PARTNER IN CONNECTION
WITH THE SHELF REGISTRATION PURSUANT TO THE TERMS OF THIS SECTION 9.5,
REGARDLESS OF WHETHER SUCH SHELF REGISTRATION BECOMES EFFECTIVE, UNLESS SUCH
SHELF REGISTRATION FAILS TO BECOME EFFECTIVE AS A RESULT OF THE FAULT OF THE
SHELF RIGHTS HOLDERS; PROVIDED, HOWEVER, THAT THE GENERAL PARTNER SHALL NOT PAY
THE COSTS AND EXPENSES OF ANY SHELF RIGHTS HOLDER RELATING TO BROKERAGE OR
DEALER FEES, TRANSFER TAXES OR THE FEES OR EXPENSES OF ANY COUNSEL'S ACCOUNTANTS
OR OTHER REPRESENTATIVES RETAINED BY THE SHELF RIGHTS HOLDERS, INDIVIDUALLY OR
IN THE AGGREGATE.
ARTICLE X
RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS
10.1
NO PARTICIPATION IN MANAGEMENT.
EXCEPT AS
EXPRESSLY PERMITTED HEREUNDER, THE LIMITED PARTNERS SHALL NOT TAKE PART IN THE
MANAGEMENT OF THE PARTNERSHIP'S BUSINESS, TRANSACT ANY BUSINESS IN THE
PARTNERSHIP'S NAME OR HAVE THE POWER TO SIGN DOCUMENTS FOR OR OTHERWISE BIND THE
PARTNERSHIP; PROVIDED, THAT THE FOREGOING SHALL NOT BE DEEMED TO LIMIT THE
ABILITY OF A LIMITED PARTNER (OR ANY OFFICER OR DIRECTOR THEREOF) WHO IS AN
OFFICER, DIRECTOR OR EMPLOYEE OF THE PARTNERSHIP, THE GENERAL PARTNER OR ANY
AFFILIATE THEREOF, TO ACT IN SUCH CAPACITY.
10.2
BANKRUPTCY OF A LIMITED