OFFERS AND SALES.
ALL OFFERS AND SALES BY THE HOLDER UNDER THE
REGISTRATION STATEMENT REFERRED TO IN THIS SECTION 3 SHALL BE COMPLETED WITHIN
THE PERIOD DURING WHICH THE REGISTRATION STATEMENT IS REQUIRED TO REMAIN
EFFECTIVE PURSUANT TO SECTION 3.1(A) OF THIS SECTION 3, AND UPON EXPIRATION OF
SUCH PERIOD HOLDER WILL NOT OFFER OR SELL ANY REGISTRABLE SECURITIES UNDER THE
REGISTRATION STATEMENT.
IF DIRECTED BY THE COMPANY, THE HOLDER WILL RETURN ALL
UNDISTRIBUTED COPIES OF THE PROSPECTUS IN ITS POSSESSION UPON THE EXPIRATION OF
SUCH PERIOD.
(C)
LIMITATIONS ON REGISTRATION RIGHTS.
EACH EXERCISE OF A REGISTRATION RIGHT
SHALL BE WITH RESPECT TO A MINIMUM OF THE LESSER OF (I) FIVE HUNDRED THOUSAND
(500,000) PREFERRED SHARES OR (II) THE TOTAL NUMBER OF REDEMPTION SHARES HELD BY
THE HOLDER AT SUCH TIME PLUS THE NUMBER OF REDEMPTION SHARES THAT MAY BE ISSUED
UPON REDEMPTION OF UNITS BY HOLDER.
THE RIGHT OF THE HOLDER TO DELIVER A
REGISTRATION NOTICE COMMENCES UPON THE FIRST DATE THE HOLDER IS PERMITTED TO
REDEEM UNITS PURSUANT TO THE PARTNERSHIP AGREEMENT AND THE HOLDER'S LIMITED
PARTNER ACCEPTANCE OF PARTNERSHIP AGREEMENT.
THE RIGHT OF THE HOLDER TO DELIVER
A REGISTRATION NOTICE SHALL EXPIRE ON THE DATE ON WHICH ALL OF THE REDEMPTION
SHARES HELD BY THE HOLDER OR ISSUABLE UPON REDEMPTION OF UNITS HELD BY THE
HOLDER ARE ELIGIBLE FOR SALE PURSUANT TO RULE 144(K) (OR ANY SUCCESSOR
PROVISION) OR IN A SINGLE TRANSACTION PURSUANT TO RULE 144(E) (OR ANY SUCCESSOR
PROVISION) UNDER THE ACT.
THE REGISTRATION RIGHTS GRANTED PURSUANT TO THIS
SECTION 3.1 MAY BE EXERCISED IN CONNECTION WITH AN UNDERWRITTEN PUBLIC OFFERING;
PROVIDED, THAT THE COMPANY SHALL HAVE THE RIGHT TO SELECT THE UNDERWRITER OR
UNDERWRITERS IN CONNECTION WITH SUCH PUBLIC OFFERING, WHICH SHALL BE SUBJECT TO
THE REASONABLE APPROVAL OF THE HOLDER.
3.2
SUSPENSION OF OFFERING.
UPON ANY NOTICE BY THE COMPANY, EITHER BEFORE OR
AFTER THE HOLDER HAS DELIVERED A REGISTRATION NOTICE, THAT A NEGOTIATION OR
CONSUMMATION OF A TRANSACTION BY THE COMPANY OR ANY OF ITS SUBSIDIARIES IS
PENDING OR AN EVENT HAS OCCURRED, WHICH NEGOTIATION, CONSUMMATION OR EVENT WOULD
REQUIRE ADDITIONAL DISCLOSURE BY THE COMPANY IN A REGISTRATION STATEMENT OF
MATERIAL INFORMATION WHICH THE COMPANY HAS A BONA FIDE BUSINESS PURPOSE FOR
KEEPING CONFIDENTIAL AND THE NONDISCLOSURE OF WHICH IN THE REGISTRATION
STATEMENT MIGHT CAUSE THE REGISTRATION STATEMENT TO FAIL TO COMPLY WITH
APPLICABLE DISCLOSURE REQUIREMENTS (A "MATERIALITY NOTICE"), HOLDER AGREES THAT
IT WILL IMMEDIATELY DISCONTINUE OFFERS AND SALES OF THE REGISTRABLE SECURITIES
UNDER THE REGISTRATION STATEMENT UNTIL HOLDER RECEIVES COPIES OF A SUPPLEMENTED
OR AMENDED PROSPECTUS THAT CORRECTS THE MISSTATEMENT(S) OR OMISSION(S) REFERRED
TO ABOVE AND RECEIVES NOTICE THAT ANY POST-EFFECTIVE AMENDMENT HAS BECOME
EFFECTIVE; PROVIDED, THAT THE COMPANY MAY DELAY, SUSPEND OR WITHDRAW THE
REGISTRATION STATEMENT FOR SUCH REASON FOR NO MORE THAN SIXTY (60) DAYS AFTER
DELIVERY OF THE MATERIALITY NOTICE AT ANY ONE TIME. IF SO DIRECTED BY THE
COMPANY, HOLDER WILL DELIVER TO THE COMPANY ALL COPIES OF THE PROSPECTUS
COVERING THE REGISTRABLE SECURITIES CURRENT AT THE