WHICH LIQUIDATED DAMAGES ARE OWED, AND THE DENOMINATOR OF WHICH IS
30.
THE LIQUIDATED DAMAGES SHALL BE PAID TO EACH PURCHASER IN CASH WITHIN TEN
(10) BUSINESS DAYS OF THE END OF EACH SUCH 30-DAY PERIOD. THE PURCHASERS' RIGHTS
(AND ANY TRANSFEREE'S RIGHTS PURSUANT TO SECTION 2.11) UNDER THIS SECTION 2.1
SHALL TERMINATE WHEN SUCH REGISTRABLE SECURITIES BECOME ELIGIBLE FOR RESALE
UNDER RULE 144(K) (OR ANY SIMILAR PROVISION THEN IN FORCE UNDER THE SECURITIES
ACT).
(B)
SUSPENSION RIGHTS.
THE PARTNERSHIP WILL USE
ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH SHELF REGISTRATION STATEMENT
TO REMAIN CONTINUOUSLY EFFECTIVE UNDER THE SECURITIES ACT UNTIL THE TERMINATION
DATE (AS HEREINAFTER DEFINED); PROVIDED, THAT THE PARTNERSHIP MAY, UPON WRITTEN
NOTICE TO EACH HOLDER, SUSPEND EACH SUCH HOLDER'S USE OF ANY PROSPECTUS THAT IS
A PART OF THE SHELF REGISTRATION STATEMENT (IN WHICH EVENT EACH HOLDER SHALL
DISCONTINUE SALES OF THE REGISTRABLE SECURITIES PURSUANT TO THE SHELF
REGISTRATION STATEMENT) IF (I) THE PARTNERSHIP IS PURSUING AN ACQUISITION,
MERGER, REORGANIZATION, DISPOSITION OR OTHER SIMILAR TRANSACTION AND THE
PARTNERSHIP DETERMINES IN GOOD FAITH THAT THE PARTNERSHIP'S ABILITY TO PURSUE OR
CONSUMMATE SUCH A TRANSACTION WOULD BE MATERIALLY ADVERSELY AFFECTED BY ANY
REQUIRED DISCLOSURE OF SUCH TRANSACTION IN THE SHELF REGISTRATION STATEMENT OR
(II) THE PARTNERSHIP HAS EXPERIENCED SOME OTHER MATERIAL NON-PUBLIC EVENT THE
DISCLOSURE OF WHICH AT SUCH TIME, IN THE GOOD FAITH JUDGMENT OF THE PARTNERSHIP,
WOULD MATERIALLY ADVERSELY AFFECT THE PARTNERSHIP; PROVIDED, FURTHER, IN NO
EVENT SHALL THE PURCHASERS BE SUSPENDED FOR A PERIOD EXCEEDING AN AGGREGATE OF
90 DAYS IN ANY 365 DAY PERIOD.
UPON DISCLOSURE OF SUCH INFORMATION OR THE
TERMINATION OF THE CONDITION DESCRIBED ABOVE, THE PARTNERSHIP SHALL PROVIDE
PROMPT NOTICE TO EACH HOLDER, AND SHALL PROMPTLY TERMINATE ANY SUSPENSION OF
SALES IT HAS PUT INTO EFFECT AND SHALL TAKE SUCH OTHER ACTIONS TO PERMIT
REGISTERED SALES OF REGISTRABLE SECURITIES AS CONTEMPLATED IN THIS AGREEMENT.
Section 8.02
Piggyback Rights.
(A)
PARTICIPATION.
IF, AT ANY TIME DURING THE
PERIOD BEGINNING ON THE CLOSING DATE AND ENDING ON THE TERMINATION DATE, THE
PARTNERSHIP PROPOSES TO FILE (I) A PROSPECTUS SUPPLEMENT TO AN EFFECTIVE SHELF
REGISTRATION STATEMENT, INCLUDING THE SHELF REGISTRATION STATEMENT, OR (II) A
REGISTRATION STATEMENT, OTHER THAN A SHELF REGISTRATION STATEMENT, IN EITHER
CASE, FOR THE SALE OF COMMON UNITS TO THE PUBLIC IN AN UNDERWRITTEN OFFERING FOR
THE ACCOUNT OF THE PARTNERSHIP AND/OR ANOTHER PERSON, THEN, AS SOON AS
PRACTICABLE BUT NOT LESS THAN THREE (3) BUSINESS DAYS PRIOR TO THE FILING OF (X)
ANY PRELIMINARY PROSPECTUS SUPPLEMENT RELATING TO SUCH
4
UNDERWRITTEN OFFERING PURSUANT TO RULE 424(B), (Y) THE PROSPECTUS SUPPLEMENT
RELATING TO SUCH UNDERWRITTEN OFFERING PURSUANT TO RULE 424(B) (IF NO
PRELIMINARY PROSPECTUS SUPPLEMENT IS USED) OR (Z) SUCH REGISTRATION STATEMENT,
AS THE CASE MAY BE, THE PARTNERSHIP SHALL PROVIDE WRITTEN NOTICE (AN "OFFERING
NOTICE") OF SUCH PROPOSED UNDERWRITTEN OFFERING TO EACH HOLDER.
THE OFFERING
NOTICE SHALL OFFER EACH HOLDER THE OPPORTUNITY TO INCLUDE ALL OR A PORTION OF
SUCH HOLDER'S REGISTRABLE SECURITIES IN SUCH UNDERWRITTEN OFFERING.
UPON
RECEIPT OF