Common use of Delay Rights Clause in Contracts

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”), suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith and on the advice of counsel that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such 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 and its counsel, would materially and adversely affect the Partnership (each, a “Grace Period”); provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, or an aggregate of sixty (60) Trading Days during any three hundred sixty five (365) day period and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period begins. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”), suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if Company: (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Partnership Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith and on the advice of counsel that the Partnership’s Company's ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement Statement, or (ii3) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such timetime is not required by law or, in the good faith judgment of the Partnership and its counselCompany, would materially and adversely affect the Partnership (eachCompany, a “Grace Period”)then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in no any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall any Grace Period exceed thirty discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (301) consecutive Trading Daysthe Company is pursuing an acquisition, merger, reorganization, disposition or an aggregate of sixty (60) Trading Days during any three hundred sixty five (365) day period other similar transaction and the first day Company determines in good faith that the Company's ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of any Grace Period must be at least five such transaction in the Shelf Registration Statement or (52) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, Company has experienced some other material non-public information giving rise event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to the delay rights being exercised pursuant to this Section 2.01(d) (provided that suspend any Registration Rights Group's use of any prospectus more than twice in each Delay Notice the Partnership will not disclose the content of such material, nonany 12-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsmonth period. Upon disclosure of such information or the termination of the condition described abovein this Section 14.3(b), the Partnership Company shall provide prompt written notice to the Selling Holders Registration Rights Group whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Shelf Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition disposition, financing, securities offering, or other similar transaction and the Partnership Company determines in good faith and on the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or Statement, (ii) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselCompany, would materially and adversely affect the Partnership Company, or (each, a “Grace Period”)iii) render the Company unable to comply with the requirements of the Securities Act or Exchange Act; provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, or an aggregate the Selling Holders be suspended from selling Registrable Securities pursuant to the Shelf Registration Statement for a period of sixty (60) Trading Days during consecutive days or an aggregate of one-hundred and twenty (120) days in any three hundred sixty five (365) -day period and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsperiod. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such a Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to (i) all Holders, delay the filing of a Registration Statement required under Section 2.01, or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if the Company (ix) the Partnership is pursuing an acquisition, merger, tender offer, reorganization, restructuring, disposition or other similar transaction and the Partnership Board determines in good faith and on that (A) the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (iiB) such transaction renders the Partnership Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post effective basis, as applicable, or (y) has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselBoard, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, such filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.04 for a period that exceeds sixty (60) days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.04 from selling Registrable Securities pursuant to such Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during days in any three hundred sixty five twelve (36512) day period and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (eachmonth period, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Corporation may, upon written notice to (i) all Holders, delay the filing of a Registration Statement required under Section 2.01, or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if the Corporation (ix) the Partnership is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the Partnership Board determines in good faith and on that (A) the advice of counsel that the PartnershipCorporation’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (iiB) such transaction renders the Partnership Corporation unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable, or (y) has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselBoard, would materially and adversely affect the Partnership (each, a “Grace Period”)Corporation; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, such filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.03 for a period that exceeds 90 calendar days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.03 from selling Registrable Securities pursuant to such Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during 90 calendar days in any three hundred sixty five (365) 365 calendar-day period and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (eachperiod, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership Corporation shall provide prompt written notice notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at Copano: (i) may delay its obligation to file any time after the Effective Date, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Shelf Registration Statement if (A) within 30 days of receipt of a Demand Notice, Copano notifies (the “Copano Delay Notice”)) the Contributors of Copano’s intention of effecting a public offering within 60 days, suspend such Selling Holder’s use of any prospectus which is a part provided, that prior to the receipt of such Registration Statement request, Copano has taken affirmative steps in contemplation of such public offering, (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration StatementB) if (i) the Partnership Copano is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Copano determines in good faith and on the advice of counsel that the PartnershipCopano’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement Statement, or (iiC) the Partnership Copano has experienced some other material non-public event, event the disclosure of which at such timetime is not required by law or, in the good faith judgment of the Partnership and its counselCopano, would materially and adversely affect Copano, then, in each case, Copano may defer filing the Partnership (each, a “Grace Period”)Shelf Registration Statement for up to 60 days from receipt of the Copano Delay Notice; provided, however, that Copano shall not exercise its right to delay filing the Shelf Registration Statement more than once in no event shall any Grace Period exceed thirty 12 month period; (30ii) consecutive Trading Daysmay, or an aggregate of sixty (60) Trading Days during upon written notice to any three hundred sixty five (365) day period and Contributor whose Registrable Securities are included in the first day Shelf Registration Statement, suspend such Contributor’s use of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders Prospectus which is a part of the existence Shelf Registration Statement (in which event the Contributor shall discontinue sales of materialthe Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days from receipt of such notice if (A) Copano is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Copano determines in good faith that Copano’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 (B) Copano has experienced some other material non-public information giving rise event the disclosure of which at such time is not required by law or, in the good faith judgment of Copano, would materially adversely affect Copano; provided, however, that Copano shall not exercise its right to the delay rights being exercised pursuant to this Section 2.01(d) (provided that suspend any Contributor’s use of any Prospectus more than twice in each Delay Notice the Partnership will not disclose the content of such material, nonany 12-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsmonth period. Upon disclosure of such information or the termination of the condition described abovein this Section 2.01(c), the Partnership Copano shall provide prompt written notice to the Selling Holders Contributors whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything in this Agreement to the contrary contained hereincontrary, at any time after the Effective Date, the Partnership Enbridge Partners may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement Prospectus (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Enbridge Partners is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership General Partner (A) determines upon advice of counsel that failure to disclose such transaction could result in a material misstatement or omission with respect to the Shelf Registration Statement, and (B) determines in good faith and on the advice of counsel that the Partnership’s Enbridge Partners’ ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or Statement, (ii) the Partnership Enbridge Partners has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership and its counselGeneral Partner, would materially and adversely affect the Partnership Enbridge Partners or (each, iii) Enbridge Partners has filed a “Grace Period”)registration statement (other than a shelf registration statement with no intention of an imminent take-down) or a prospectus supplement with respect to a shelf take-down with respect to an Underwritten Offering; provided, however, that in no event shall any Grace Period delay pursuant hereto exceed thirty (30) consecutive Trading Days, or an aggregate of sixty (60) Trading Days during days in any three one-hundred sixty five eighty (365180) day day-period and the first day of or ninety (90) days in any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, nontwelve month-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsperiod. Upon disclosure of such information or the termination of the any condition described above, the Partnership Enbridge Partners shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities ActShelf Registration Statement.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice (a “Delay Notice”) to any (i) all Holders, delay the filing of a Shelf Registration Statement required under Section 2.01, or (ii) all Selling Holder Holders whose Registrable Securities are included in a Shelf Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s Holders’ use of any prospectus which that is a part of such Shelf Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Shelf Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if the Company (ix) the Partnership is pursuing an acquisition, merger, tender offer, reorganization, disposition disposition, financing, securities offering or other similar transaction and the Partnership Board determines in good faith and on that (A) the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Shelf Registration Statement or other registration statement (iiin each case, including any document incorporated by reference therein) or (B) such transaction or the Partnership pursuit thereof renders the Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable, (y) has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselBoard, would materially and adversely affect the Partnership Company or (eachz) would, in the absence of such delay or suspension, either be required to prematurely disclose material information that the Company has a “Grace Period”)bona fide business purpose for preserving as confidential or would be rendered unable to comply with the requirements under the Securities Act or the Exchange Act; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, such filing of such Shelf Registration Statement be delayed under this Section 2.02 for a period that exceeds 90 calendar days or (B) such Selling Holders be suspended under this Section 2.02 from selling Registrable Securities pursuant to such Shelf Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during 90 calendar days in any three hundred sixty five (365) 365 calendar-day period period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with an Underwritten Offering. The Holders agree to keep the existence and the first day contents of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public confidential and not to use such information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsfor any other purpose. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Shelf Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith and on the advice of counsel that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or other registration statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselPartnership, would materially and adversely affect the Partnership (each, a “Grace Period”)Partnership; provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, the Selling Holders be suspended from selling Registrable Securities pursuant to the Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during 60 days in any three hundred sixty five (365) 180-day period and the first or 105 days in any 365-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (eachperiod, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining If (i) the length Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period suspension pursuant to the immediately preceding sentence paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the date referred Effectiveness Period, shall thereafter cease to in such notice. Notwithstanding anything be effective or fail to be usable for its intended purpose without being succeeded within 30 days by a post-effective amendment thereto, a supplement to the contraryprospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall cause pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the thirty-first (31st) day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its transfer agent intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to deliver unlegended Common the Selling Holders. Liquidated Damages shall cease to accrue pursuant to this paragraph upon the Purchased Units to a transferee of a such Holder becoming eligible for resale without restriction and without the need for current public information under any section of Rule 144 (or any similar provision then in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to (i) the Holders, delay the filing of the Registration Statement required under Section 2.01, or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if the Company (ix) the Partnership is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the Partnership Board determines reasonably and in good faith and on that (A) the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (iiB) such transaction renders the Partnership Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement or other registration statement contemplated by this Agreement on a post effective basis, as applicable, or (y) has experienced some other material non-public event, event the disclosure of which at such time, in the reasonable and good faith judgment of the Partnership and its counselBoard, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, or the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) Trading Days during 60 days in any three hundred sixty five (365) 180-day period and the first or 105 days in any 365-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsperiod. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith and on the advice of counsel that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement, (ii) the Partnership determines it must amend or supplement the Registration Statement or the related Prospectus so that such Registration Statement or Prospectus does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading, (iiiii) the Partnership determines that it would be required to make disclosure of material information in the Registration Statement that the Partnership has a bona fide business purpose for preserving as confidential, or (iv) 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 and its counselPartnership, would materially and adversely affect the Partnership (each, a “Grace Period”)Partnership; provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, or the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) Trading Days during days in any three hundred sixty five (365) 180-day period and the first or ninety (90) days in any 365-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsperiod. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales the use of prospectus that is a part of such Registration Statement it has put into effect effect, and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Corporation may, upon written notice to (i) all Holders, delay the filing of a Registration Statement required under Section 2.01, or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if the Corporation (ix) the Partnership is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the Partnership Board determines in good faith and on that (A) the advice of counsel that the PartnershipCorporation’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (iiB) such transaction renders the Partnership Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post effective basis, as applicable, or (y) has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselBoard, would materially and adversely affect the Partnership (each, a “Grace Period”)Corporation; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, such filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.03 for a period that exceeds 90 calendar days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.03 from selling Registrable Securities pursuant to such Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during 90 calendar days in any three hundred sixty five (365) 365 calendar-day period and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (eachperiod, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership Corporation shall provide prompt written notice notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership may, upon written notice to (i) all Holders, delay the filing of a Registration Statement required under Section 2.01(a), or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) the Partnership (x) is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership General Partner determines in good faith and on the advice of counsel that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (iiy) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselGeneral Partner, would materially and adversely affect the Partnership (each, a “Grace Period”)Partnership; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, such filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.03 for a period that exceeds 90 calendar days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.03 from selling Registrable Securities pursuant to such Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during 60 calendar days in any three hundred sixty five (365) 180 calendar-day period and the first or 105 calendar days in any 365 calendar-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (eachperiod, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt written notice notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining If (i) the length Selling Holders shall be prohibited from selling their Registrable Securities under a Registration Statement or other registration statement contemplated by this Agreement as a result of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period suspension pursuant to the immediately preceding sentence paragraph in excess of the periods permitted therein or (ii) a Registration Statement or other registration statement contemplated by this Agreement is filed and is declared effective but, during the date referred Effectiveness Period, shall thereafter cease to in such notice. Notwithstanding anything be effective or fail to be usable for its intended purpose without being succeeded within 60 calendar days by a post-effective amendment thereto, a supplement to the contraryprospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or l5(d) of the Partnership Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the SEC, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed with the SEC, if applicable, each Selling Holder shall cause its transfer agent to deliver unlegended Common Units be entitled to a transferee of a Holder in connection with any sale of Registrable Securities payment (with respect to each Registrable Security) from the Partnership, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-calendar-day period, which shall accrue daily, for the first 60 calendar days immediately following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the 31st calendar day after such Shelf Registration Statement ceased to be effective or failed to be usable for its intended purposes, with such payment amount increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period, which shall accrue daily, for each subsequent 30-calendar-day period (i.e., 0.5% for 61-90 calendar days, 0.75% for 91-120 calendar days and 1.0% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Delay Liquidated Damages”). For purposes of this paragraph, a suspension shall be deemed lifted with respect to a Selling Holder on the date that either (A) notice that the suspension has entered into a contract for sale, prior been terminated is delivered to such Holder’s receipt Selling Holder or (B) a post-effective amendment or supplement to the prospectus or report is filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. Any Delay Notice Liquidated Damages shall cease to accrue pursuant to this paragraph upon the earlier of (1) a suspension being deemed lifted and (2) when such Selling Holder no longer holds Registrable Securities included in such Registration Statement, and shall be payable within 10 Business Days after the end of each such 30-day period. Any amount of Delay Liquidated Damages shall be prorated for any period of less than 30 calendar days in which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Actpayment of Delay Liquidated Damages ceases. Any Delay Liquidated Damages shall be paid to each Selling Holder in immediately available funds.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to (i) all Holders, delay the filing of a Registration Statement required under Sections 2.1, 2.2 or 2.3, or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if the Company (ix) the Partnership is pursuing an acquisition, merger, tender offer, reorganization, restructuring, disposition or other similar transaction and the Partnership Board determines in good faith and on that (A) the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (iiB) such transaction renders the Partnership Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post effective basis, as applicable, or (y) has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselBoard, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, such filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.6 for a period that exceeds sixty (60) days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.6 from selling Registrable Securities pursuant to such Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during days in any three hundred sixty five twelve (36512) day period and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (eachmonth period, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership there is pursuing or is reasonably anticipated to be an acquisition, merger, financing activity, reorganization, disposition or other similar transaction involving the Company or any of its subsidiaries and the Partnership Company determines in good faith and on the advice of counsel that the Partnership’s ability of the Company or any of its subsidiaries to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or Statement, (ii) the Partnership Company has experienced experienced, or reasonably expects to experience, some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselCompany, would materially and adversely affect the Partnership Company or its business prospects, (eachiii) for reasons beyond the Company’s control, any required financial statements are unavailable, or (iv) the Company is required under the Securities Act or the Exchange Act to file with the Commission any report or other document necessitating a “Grace Period”)post-effective amendment to the Shelf Registration Statement; provided, however, that in no event shall any Grace Period delay pursuant to clauses (i) through (iii) immediately above exceed thirty (30) consecutive Trading Days, or an aggregate of sixty (60) Trading Days during days in any three one hundred sixty five eighty (365180) day period and the first day of or ninety (90) days in any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (eachtwelve-month period, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon the disclosure of such information or information, the termination of the condition described aboveabove or the effectiveness of such post-effective amendment, the Partnership Company shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions reasonably necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership may, upon written notice to (i) all Holders, delay the filing of a Registration Statement required under Section 2.01(a), or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) the Partnership (x) is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership General Partner determines in good faith and on the advice of counsel that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (iiy) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselGeneral Partner, would materially and adversely affect the Partnership (each, a “Grace Period”)Partnership; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.03 for a period that exceeds 90 calendar days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.03 from selling Registrable Securities pursuant to such Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during 45 calendar days in any three hundred sixty five (365) 180 calendar-day period and the first or 90 calendar days in any 365 calendar-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (eachperiod, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt written notice notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining If (i) the length Selling Holders shall be prohibited or prevented from selling their Registrable Securities under a Registration Statement or other registration statement contemplated by this Agreement as a result of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period delay or suspension pursuant to the immediately preceding sentence paragraph in excess of the periods permitted therein or (ii) a Registration Statement or other registration statement contemplated by this Agreement is filed and is declared effective but, during the date referred Effectiveness Period, shall thereafter cease to in such notice. Notwithstanding anything be effective or fail to be usable for its intended purpose without being succeeded within 60 calendar days by a post-effective amendment thereto, a supplement to the contraryprospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or l5(d) of the Partnership Exchange Act, then, until the suspension is lifted or the Registration Statement required under Section 2.01(a), a post-effective amendment, supplement or report is filed with the SEC, but not including any day on which a suspension is lifted or such Registration Statement, amendment, supplement or report is filed with the SEC, if applicable, each Selling Holder shall cause its transfer agent to deliver unlegended Common Units be entitled to a transferee of a Holder in connection with any sale of Registrable Securities payment (with respect to each Registrable Security) from the Partnership, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-calendar-day period, which shall accrue daily, for the first 60 calendar days immediately following the earlier of (x) the date on which the suspension or delay period exceeded the permitted period and (y) the 31st calendar day after such Shelf Registration Statement ceased to be effective or failed to be usable for its intended purposes, with such payment amount increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period, which shall accrue daily, for each subsequent 30-calendar-day period (i.e., 0.5% for 61-90 calendar days, 0.75% for 91-120 calendar days and 1.00% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Delay Liquidated Damages”). For purposes of this paragraph, a suspension or delay shall be deemed lifted with respect to a Selling Holder on the date that (A) notice that the suspension has entered into a contract for sale, prior been terminated is delivered to such Selling Holder’s receipt , (B) the Registration Statement required under Section 2.01(a) is filed with the SEC, or (C) a post-effective amendment or supplement to the prospectus or report is filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. Any Delay Notice Liquidated Damages shall cease to accrue pursuant to this paragraph upon the earlier of (1) a suspension or delay being deemed lifted and (2) when such Selling Holder no longer holds Registrable Securities included in such Registration Statement, and shall be payable within 10 Business Days after the end of each such 30-day period. Any amount of Delay Liquidated Damages shall be prorated for any period of less than 30 calendar days in which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Actpayment of Delay Liquidated Damages ceases. Any Delay Liquidated Damages shall be paid to each Selling Holder in immediately available funds.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition disposition, or other similar transaction and the Partnership determines in good faith and on the advice of counsel that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement, (ii) the Partnership determines it must amend or supplement the Registration Statement or the related Prospectus so that such Registration Statement or Prospectus does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (iiin the case of the Prospectus, in light of the circumstances under which they were made) not misleading, (iii) the Partnership determines in good faith that it would be required to make disclosure of material information in the Registration Statement that the Partnership has a bona fide business purpose for preserving as confidential, or (iv) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment determination of the Partnership and its counselPartnership, would materially and adversely affect the Partnership (each, a “Grace Period”)Partnership; provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, or the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) Trading Days during days in any three hundred sixty five (365) 180-day period and the first or ninety (90) days in any 365-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsperiod. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales the use of prospectus that is a part of such Registration Statement it has put into effect effect, and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement, Automatic Shelf Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement, Automatic Shelf Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration Statement, Automatic Shelf Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith and on the advice of counsel that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement, Automatic Shelf Registration Statement or other registration statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselPartnership, would materially and adversely affect the Partnership (each, a “Grace Period”)Partnership; provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Daysthe Selling Holders be suspended from selling Registrable Securities pursuant to the Registration Statement, Automatic Shelf Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during 60 days in any three hundred sixty five (365) 180-day period and the first or 105 days in any 365-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (eachperiod, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement or Automatic Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining If (i) the length Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period suspension pursuant to the immediately preceding sentence paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the date referred Effectiveness Period, shall thereafter cease to in such notice. Notwithstanding anything be effective or fail to be usable for its intended purpose without being succeeded within 60 Business Days by a post-effective amendment thereto, a supplement to the contraryprospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall cause pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the sixty-first (61st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its transfer agent intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “180th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to deliver unlegended Common the Selling Holders. Liquidated Damages pursuant to this paragraph shall cease upon the Purchased Units to a transferee of a such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement, Automatic Shelf Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement, Automatic Shelf Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration Statement, Automatic Shelf Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith and on the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement, Automatic Shelf Registration Statement or other registration statement or (ii) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselCompany, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Daysthe Selling Holders be suspended from selling Registrable Securities pursuant to the Registration Statement, Automatic Shelf Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during 60 days in any three hundred sixty five (365) 180-day period and the first or 90 days in any 365-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (eachperiod, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement or Automatic Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining If (i) the length Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period suspension pursuant to the immediately preceding sentence paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 90 days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the SEC, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Company shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date referred on which the suspension period exceeded the permitted period and (y) the ninetieth (90th) day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in such notice(x) or (y) above shall be deemed the “180th day,” as used in the definition of Liquidated Damages). Notwithstanding anything For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the contrary, Selling Holders. Any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee payment of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities ActLiquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of such a Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Registration StatementStatement or other registration statement but may settle any previously made sales of Registrable Securities) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith and on the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such a Registration Statement or other registration statement or (ii) the Partnership Company has experienced some other material non-public event, event the disclosure of which would be required in a Registration Statement or other registration statement and which at such time, in the good faith judgment of counsel for the Partnership and its counselCompany, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, the Selling Holders be suspended from selling Registrable Securities pursuant to a Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during 60 days in any three hundred sixty five (365) 180-day period and the first or 90 days in any 365-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (eachperiod, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such a Registration StatementStatement or other registration statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Corporation may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership Corporation is pursuing an acquisition, merger, reorganization, disposition disposition, or other similar transaction and the Partnership Corporation determines in good faith and on the advice of counsel that the PartnershipCorporation’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or Statement, (ii) the Partnership Corporation determines it must amend or supplement the Registration Statement or the related prospectus so that such Registration Statement or prospectus does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading, (iii) the Corporation would be required to disclose material information or the Corporation has experienced some other material non-public event, in each case the disclosure of which at such time, in the good faith judgment determination of the Partnership and its counselCorporation, would materially and adversely affect the Partnership (each, a “Grace Period”)Corporation; provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, or the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) Trading Days during days in any three hundred sixty five (365) 180-day period and the first or ninety (90) days in any 365-day of period. The Corporation shall use its reasonable best efforts to limit any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise delay pursuant to the delay rights being exercised pursuant foregoing to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers)as short a period as is practicable, and notify the Holders the dates on which the Grace Period begins. Upon upon disclosure of such information or the termination of the condition described above, the Partnership Corporation shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales the use of any prospectus that is a part of such Registration Statement it has put into effect effect, and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Corporation may, upon written notice (a “Delay Notice”) to (i) all Holders, delay the filing of a Shelf Registration Statement required under Section 2.01, or (ii) any Selling Holder whose Registrable Securities are included in a Shelf Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which that is a part of such Shelf Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Shelf Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if the Corporation (ix) the Partnership is pursuing an acquisition, merger, tender offer, reorganization, disposition disposition, financing, securities offering or other similar transaction and the Partnership Board determines in good faith and on that (A) the advice of counsel that the PartnershipCorporation’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Shelf Registration Statement or other registration statement or (iiB) such transaction renders the Partnership Corporation unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable, (y) has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselBoard, would materially and adversely affect the Partnership Corporation or (eachz) would, in the absence of such delay or suspension, either be required to prematurely disclose material information that the Corporation has a “Grace Period”)bona fide business purpose for preserving as confidential or would be rendered unable to comply with the requirements under the Securities Act or the Exchange Act; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Dayssuch filing of such Shelf Registration Statement be delayed under clauses (x), (y) or (z) of this Section 2.02 for a period that exceeds 90 calendar days or (B) such Selling Holders be suspended under clauses (x), (y) or (z) of this Section 2.02 from selling Registrable Securities pursuant to such Shelf Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during 90 calendar days in any three hundred sixty five (365) 365 calendar-day period period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. The Holders agree to keep the existence and contents of the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public confidential and not to use such information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsfor any other purpose. Upon disclosure of such information or the termination of the condition described above, the Partnership Corporation shall provide prompt written notice notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Shelf Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith and on the advice of counsel that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or other registration statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselPartnership, would materially and adversely affect the Partnership (each, a “Grace Period”)Partnership; provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, the Selling Holders be suspended from selling Registrable Securities pursuant to the Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during 60 days in any three hundred sixty five (365) 180-day period and the first or 105 days in any 365-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (eachperiod, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining If (i) the length Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period suspension pursuant to the immediately preceding sentence paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the date referred Effectiveness Period, shall thereafter cease to in such notice. Notwithstanding anything be effective or fail to be usable for its intended purpose without being succeeded within 60 Business Days by a post-effective amendment thereto, a supplement to the contraryprospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall cause pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the sixty-first (61st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its transfer agent intended purposes, as liquidated damages and not as a penalty (for purposes of calculation Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to deliver unlegended Common the Selling Holders. Liquidated Damages pursuant to this paragraph shall cease upon the Purchased Units to a transferee of a such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to (i) all Holders, delay the filing of a Registration Statement required under Section 2.01(a), or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if the Company (ix) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith and on the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (iiy) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselCompany, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.03 for a period that exceeds 120 calendar days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.03 from selling Registrable Securities pursuant to such Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during 60 calendar days in any three hundred sixty five (365) 180 calendar-day period and the first or 120 calendar days in any 365 calendar-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (eachperiod, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining If (i) the length Selling Holders shall be prohibited or prevented from selling their Registrable Securities under a Registration Statement or other registration statement contemplated by this Agreement as a result of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period delay or suspension pursuant to the immediately preceding sentence paragraph in excess of the periods permitted therein or (ii) a Registration Statement or other registration statement contemplated by this Agreement is filed and is declared effective but, during the date referred Effectiveness Period, shall thereafter cease to in such notice. Notwithstanding anything be effective or fail to be usable for its intended purpose without being succeeded within 90 calendar days by a post-effective amendment thereto, a supplement to the contraryprospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or l5(d) of the Partnership Exchange Act, then, until the suspension is lifted or the Registration Statement required under Section 2.01(a), a post-effective amendment, supplement or report is filed with the SEC, but not including any day on which a suspension is lifted or such Registration Statement, amendment, supplement or report is filed with the SEC, if applicable, each Selling Holder shall cause its transfer agent to deliver unlegended Common Units be entitled to a transferee of a Holder in connection with any sale of Registrable Securities payment (with respect to each Registrable Security) from the Company, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-calendar-day period, which shall accrue daily, for the first 60 calendar days immediately following the earlier of (x) the date on which the suspension or delay period exceeded the permitted period and (y) the 31st calendar day after such Shelf Registration Statement ceased to be effective or failed to be usable for its intended purposes, with such payment amount increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period, which shall accrue daily, for each subsequent 30-calendar-day period (i.e., 0.5% for 61-90 calendar days, 0.75% for 91-120 calendar days and 1.00% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Delay Liquidated Damages”). For purposes of this paragraph, a suspension or delay shall be deemed lifted with respect to a Selling Holder on the date that (A) notice that the suspension has entered into a contract for sale, prior been terminated is delivered to such Selling Holder’s receipt , (B) the Registration Statement required under Section 2.01(a) is filed with the SEC, or (C) a post-effective amendment or supplement to the prospectus or report is filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. Any Delay Notice Liquidated Damages shall cease to accrue pursuant to this paragraph upon the earlier of (1) a suspension or delay being deemed lifted and (2) when such Selling Holder no longer holds Registrable Securities included in such Registration Statement, and shall be payable within 10 Business Days after the end of each such 30-day period. Any amount of Delay Liquidated Damages shall be prorated for any period of less than 30 calendar days in which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Actpayment of Delay Liquidated Damages ceases. Any Delay Liquidated Damages shall be paid to each Selling Holder in immediately available funds.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective DateCompany may (w) delay the filing of a Shelf Registration Statement required by Section 2.1(a), the Partnership may, (x) upon reasonable written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement (a “Delay Notice”)and who is in possession of material non-public information related to the Company, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement), (y) delay complying with a Shelf Takedown Request, or (z) delay ATM Sales, as applicable, (A) during the Company’s quarterly blackout period that is applicable to the Company’s directors and executive officers generally or (B) if (i) the Partnership Company is pursuing an a financing, acquisition, merger, reorganization, disposition or other similar transaction or a material event or occurrence has occurred with respect to the Company that has not been disclosed to the public and (ii) the Partnership Company determines in good faith and on the advice of counsel that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which event at such time, in time would be detrimental to the good faith judgment Company or the holders of the Partnership and its counsel, would materially and adversely affect the Partnership (each, a “Grace Period”)Common Stock; provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Daysthe Company’s obligation to file a Shelf Registration Statement pursuant to Section 2.1(a), a Selling Holder’s right to sell Registrable Securities, or the Company’s obligation to conduct ATM Sales or comply with a Shelf Takedown Request be suspended pursuant to clause (B) more than twice and for a period that exceeds an aggregate of sixty (60) Trading Days during 90 days, in each case, in any three hundred sixty five (365) 365 day period and the first day of or with respect to any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (eachindividual suspension, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided for a period that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsexceeds 60 consecutive days. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes the avoidance of determining doubt, any transactions completed under the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to Purchase Agreement or in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities ActRelated Agreements are excluded from this Section 2.1(e).

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to (i) all Holders, delay the filing of a Registration Statement required under Section 2.01, or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if the Company (ix) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith and on the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (iiy) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselCompany, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.03 for a period that exceeds 90 calendar days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.03 from selling Registrable Securities pursuant to such Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during 60 calendar days in any three hundred sixty five (365) 180 calendar-day period and the first or 120 calendar days in any 365 calendar-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (eachperiod, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to (i) all Holders, delay the filing of the APR Resale Registration Statement required under Section 2.01, or (ii) any Selling Holder whose Registrable Securities Shares are included in a the APR Resale Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which that is a part of such the APR Resale Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities Shares pursuant to such the APR Resale Registration StatementStatement but may settle any previously made sales of Registrable Shares) if the Company (ix) the Partnership is pursuing an acquisition, merger, tender offer, reorganization, restructuring, disposition or other similar transaction and the Partnership Board determines in good faith and on that (A) the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the APR Resale Registration Statement or other filings or (iiB) such transaction renders the Partnership Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the APR Resale Registration Statement (or such filings) to become effective or to promptly amend or supplement the APR Resale Registration Statement on a post effective basis, as applicable, or (y) has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselBoard, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, such filing of the APR Resale Registration Statement be delayed under clauses (x) or (y) of this Section 2.04 for a period that exceeds sixty (60) days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.04 from selling Registrable Shares pursuant to the APR Resale Registration Statement for a period that exceeds an aggregate of sixty (60) Trading Days during days in any three hundred sixty five twelve (36512) day period and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (eachmonth period, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice notice, but in any event within one (1) Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities Shares are included in such the APR Resale Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities Shares as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in ACP III Tankers, delay the filing of a Registration Statement (a “Delay Notice”)registration statement filed under Section 2.1(a) or, suspend such Selling Holder’s the use of any prospectus which is a part of such Registration Statement a registration statement filed under Section 2.1(a) (in which event the Selling Holder Holders shall suspend discontinue sales of the Registrable Securities pursuant to such Registration Statementregistration statement but such Selling Holder may settle any contracted sales of Registrable Securities) if (i) the Partnership Company notifies ACP III Tankers in writing that the Company is in possession of material non-public information, is pursuing an acquisition, merger, reorganization, disposition bona fide transaction that has not been publicly announced or other similar transaction and the Partnership determines in good faith and on the advice of counsel that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership has experienced some other material non-public event, event and the Company determines in good faith that any required disclosure of which at such time, in the good faith judgment registration statement or prospectus under the Securities Act of such information, transaction or event would not be in the best interest of the Partnership and its counsel, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Dayssuch filing of the registration statement filed under Section 2.1(a) be delayed under this Section 2.1(b) or (B) such Selling Holders be suspended under this Section 2.1(b) from selling Registrable Securities pursuant to such registration statement and related prospectus, or an aggregate of in either case for a period that exceeds sixty (60) Trading Days during any three hundred sixty five days (365) day or a longer period and of time with the first day prior written consent of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of at least a majority of the existence outstanding Registrable Securities, which consent may be granted or withheld in the Holders’ sole discretion) or one hundred twenty (120) days in aggregate in any one-year period for both clauses (A) and (B). Upon notice by the Company to ACP III Tankers of materialany determination to delay the filing of a registration statement filed under Section 2.1(a) or suspend the use of any prospectus which is a part of a registration statement filed under Section 2.1(a), non-public information giving rise to Holders shall keep the fact of any such delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will or suspension strictly confidential and shall not use or disclose the content of such material, non-public notice or information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsany Person other than such Holder’s legal counsel or as required by law. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, ACP III Tankers and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.(c)

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition disposition, or other similar transaction and the Partnership determines in good faith and on the advice of counsel that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement, (ii) the Partnership determines it must amend or supplement the Registration Statement or the related prospectus so that such Registration Statement or prospectus does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (iiin the case of the prospectus, in light of the circumstances under which they were made) not misleading, (iii) the Partnership determines that it would be required to make disclosure of material information in the Registration Statement that the Partnership has a bona fide business purpose for preserving as confidential, or (iv) 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 and its counselPartnership, would materially and adversely affect the Partnership (each, a “Grace Period”)Partnership; provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, or the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) Trading Days during days in any three hundred sixty five (365) 180-day period and the first or ninety (90) days in any 365-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsperiod. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales the use of prospectus that is a part of such Registration Statement it has put into effect effect, and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to (x) all Holders, delay the filing of the Shelf Registration Statement or (y) any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such Registration StatementSelling Holder may settle any contracted sales of Registrable Securities) if the Company (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Board of Directors of the Company determines in good faith and on the advice of counsel that the Partnership’s its ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counsel, Board of Directors of the Company would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, such filing of the Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(c) for a period that exceeds 90 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this Section 2.01(c) from selling Registrable Securities pursuant to the Shelf Registration Statement for a period that exceeds an aggregate of sixty (60) Trading Days during 30 days in any three hundred sixty five (365) 90-day period and or 90 days in any 365-day period. Any notice provided by the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised Company pursuant to this Section 2.01(d2.01(c) (shall be provided that in each Delay Notice the Partnership will not disclose the content on a Business Day and receipt of such material, non-public information to the Purchasers), notice shall be confirmed and notify kept confidential by the Holders unless and until disclosure of such information or the dates on which the Grace Period beginstermination of such condition. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes The Company will only exercise its suspension rights under this Section 2.01(c) if it exercises similar suspension rights with respect to any Parity Holders. If the Company exercises its suspension rights under this Section 2.01(c), then during such suspension period the Company shall not engage in any transaction involving the offer, issuance, sale or purchase of determining Equity Securities (whether for the length benefit of the Company or a Grace Period abovethird Person), except transactions involving the issuance or purchase of Equity Securities (I) as contemplated by the Company employee benefit plans or employee or director arrangements, (II) as consideration for, or to finance or partially finance, the Grace Period shall begin on transaction specified under clause (i) of this Section 2.01(c) that was the basis for which the suspension rights under this Section 2.01(c) were exercised or (III) in connection with the redemption of Class B Common Stock and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period EEH Units pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities ActEEH A&R LLC Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Shelf Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition disposition, financing, securities offering, or other similar transaction and the Partnership Company determines in good faith and on the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or Statement, (ii) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselCompany, would materially and adversely affect the Partnership Company, or (each, a “Grace Period”)iii) render the Company unable to comply with the requirements of the Securities Act or Exchange Act; provided, however, that in no event shall any Grace Period exceed thirty the Selling Holders be suspended from selling Registrable Securities pursuant to the Shelf Registration Statement for a period of ninety (3090) consecutive Trading Days, days or an aggregate of sixty one-hundred and eighty (60180) Trading Days during days in any three hundred sixty five (365) -day period and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsperiod. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such a Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.(d)

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Acquiror may, upon written notice to any Selling Holder whose Registrable Securities are included in a Member, cease the preparation and filing of the Shelf Registration Statement (a “Delay Notice”), described in Section 2.2 or suspend such Selling HolderMember’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder Member shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) ), in each case, if (i) the Partnership there is pursuing or is reasonably anticipated to be an acquisition, merger, financing activity, reorganization, disposition or other similar transaction involving Acquiror or any of its Subsidiaries and the Partnership Acquiror determines in good faith and on the advice of counsel that the Partnership’s ability of Acquiror or any of its Subsidiaries to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or Statement, (ii) the Partnership Acquiror has experienced experienced, or reasonably expects to experience, some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselas determined by Acquiror, would materially and adversely affect Acquiror or its business prospects, (iii) for reasons beyond Acquiror’s control, any financial statements required to be included in the Partnership Shelf Registration Statement are unavailable or (each, iv) Acquiror is required under the Securities Act or the Exchange Act to file with the SEC any report or other document necessitating a “Grace Period”); provided, however, that post-effective amendment to the Shelf Registration Statement (in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, or an aggregate of sixty (60) Trading Days during any three hundred sixty five (365) day period and which case Acquiror will file the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”post-effective amendment as promptly as practicable). Each Delay Notice shall notify Upon the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period begins. Upon disclosure of such information or information, the termination of the condition described aboveabove or the effectiveness of such post-effective amendment, the Partnership Acquiror shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such Registration StatementMember, and shall promptly shall, as applicable, resume its obligations set forth in Section 2.2 or terminate any suspension of sales it has put into effect and shall take such other actions reasonably necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of Under no circumstances (a) will a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later suspension of the date the Holders receive Shelf Registration Statement continue for more than 90 days, or (b) will there be more than two suspensions in any twelve month period, except in either case as a written notice result of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holdercircumstances or events that are totally beyond Acquiror’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Actcontrol.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to (i) all Holders, delay the filing of a Registration Statement required under Section 2.01, or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if the Company (ix) the Partnership is pursuing an acquisition, merger, tender offer, reorganization, restructuring, disposition or other similar transaction and the Partnership Board determines in good faith and on that (A) the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (iiB) such transaction renders the Partnership Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post effective basis, as applicable, or (y) has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselBoard, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, such filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.02 for a period that exceeds sixty (60) calendar days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.02 from selling Registrable Securities pursuant to such Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during calendar days in any three hundred sixty five twelve (36512) day period and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (eachmonth period, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith and on the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or Statement; (ii) the Partnership Commission or any other Federal or state governmental authority in writing requests any amendment or supplement to the Shelf Registration Statement or prospectus or requests additional information related thereto; (iii) the Company receives notice in writing of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or threat of any proceeding for such purpose; (iv) the financial statements included or incorporated by reference in the Shelf Registration Statement become ineligible for inclusion or incorporation therein or any statement made in the Shelf Registration Statement or prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or any revision to the Shelf Registration Statement, prospectus or other document is required so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (v) the Company has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselCompany, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period delay pursuant hereto exceed thirty (30) consecutive Trading Days, or an aggregate of sixty (60) Trading Days during days in any three hundred sixty five one hundred-eighty (365180) day period and the first day of or ninety (90) days in any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, nontwelve-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsmonth period. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a any Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition disposition, or other similar transaction and the Partnership determines in good faith and on the advice of counsel that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement, (ii) the Partnership determines it must amend or supplement the Registration Statement or the related prospectus so that such Registration Statement or prospectus does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (iiin the case of the prospectus, in light of the circumstances under which they were made) not misleading, (iii) the Partnership determines in good faith that it would be required to make disclosure of material information in the Registration Statement that the Partnership has a bona fide business purpose for preserving as confidential, or (iv) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment determination of the Partnership and its counselPartnership, would materially and adversely affect the Partnership (each, a “Grace Period”)Partnership; provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, or the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) Trading Days during days in any three hundred sixty five (365) 180-day period and the first or ninety (90) days in any 365-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsperiod. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales the use of prospectus that is a part of such Registration Statement it has put into effect effect, and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to (i) all Holders, delay the filing of a Registration Statement required under Section 2.01(a), or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if the Company (ix) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith and on the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (iiy) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselCompany, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.03 on more than two occasions or for more than an aggregate of sixty (60) Trading Days during 45 calendar days in any three hundred sixty five (365) one instance, or for more than 90 calendar days in any 365 calendar-day period and the first day or (B) such Selling Holders be suspended under clauses (x) or (y) of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised this Section 2.03 from selling Registrable Securities pursuant to this Section 2.01(d) (provided such Registration Statement or other registration statement for a period that exceeds an aggregate of 30 calendar days in any 180 calendar-day period or 60 calendar days in any 365 calendar-day period, in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining If (i) the length Selling Holders shall be prohibited or prevented from selling their Registrable Securities under a Registration Statement or other registration statement contemplated by this Agreement as a result of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period delay or suspension pursuant to the immediately preceding sentence paragraph in excess of the periods permitted therein or (ii) a Registration Statement or other registration statement contemplated by this Agreement is filed and is declared effective but, during the date referred Effectiveness Period, shall thereafter cease to in such notice. Notwithstanding anything be effective or fail to be usable for its intended purpose without being succeeded within 90 calendar days by a post-effective amendment thereto, a supplement to the contraryprospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or l5(d) of the Partnership Exchange Act, then, until the suspension is lifted or the Registration Statement required under Section 2.01(a), a post-effective amendment, supplement or report is filed with the SEC, but not including any day on which a suspension is lifted or such Registration Statement, amendment, supplement or report is filed with the SEC, if applicable, each Selling Holder shall cause its transfer agent to deliver unlegended Common Units be entitled to a transferee of a Holder in connection with any sale of Registrable Securities payment (with respect to each Registrable Security) from the Company, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-calendar-day period, which shall accrue daily, for the first 60 calendar days immediately following the earlier of (x) the date on which the suspension or delay period exceeded the permitted period and (y) the 31st calendar day after such Shelf Registration Statement ceased to be effective or failed to be usable for its intended purposes, with such payment amount increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period, which shall accrue daily, for each subsequent 30-calendar-day period (i.e., 0.5% for 61-90 calendar days, 0.75% for 91-120 calendar days and 1.00% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Delay Liquidated Damages”). For purposes of this paragraph, a suspension or delay shall be deemed lifted with respect to a Selling Holder on the date that (A) notice that the suspension has entered into a contract for sale, prior been terminated is delivered to such Selling Holder’s receipt , (B) the Registration Statement required under Section 2.01(a) is filed with the SEC, or (C) a post-effective amendment or supplement to the prospectus or report is filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. Any Delay Notice Liquidated Damages shall cease to accrue pursuant to this paragraph upon the earlier of (1) a suspension or delay being deemed lifted and (2) when such Selling Holder no longer holds Registrable Securities included in such Registration Statement, and shall be payable within 10 Business Days after the end of each such 30-day period. Any amount of Delay Liquidated Damages shall be prorated for any period of less than 30 calendar days in which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Actpayment of Delay Liquidated Damages ceases. Any Delay Liquidated Damages shall be paid to each Selling Holder in immediately available funds.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Ring Energy may, upon written notice to (x) all Holders, delay the filing of the Shelf Registration Statement, subject in all respects to clause (A)(I) below, or (y) any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such Registration StatementSelling Holder may settle any contracted sales of Registrable Securities) if Ring Energy (i) the Partnership is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the Partnership Board determines in good faith and on the advice of counsel that the Partnership’s its ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counsel, Board would materially and adversely affect the Partnership (each, a “Grace Period”)Ring Energy; provided, however, that in no event shall (A) such filing of the Shelf Registration Statement be delayed under clause (x) of this Section 2.01(c) (I) due to the negotiation, entry into or announcement of a Material Transaction or due to the preparation of any Grace Period exceed thirty SEC Documents related to such Material Transaction, including historical, pro forma or “target” Buyer SEC Financial Statements to be included in such SEC Documents or (30II) consecutive Trading Days, for a period that exceeds 10 days; or (B) such Selling Holders be suspended under clause (y) of this Section 2.01(c) from selling Registrable Securities pursuant to the Shelf Registration Statement more than two times in a twelve-month period or for a period that exceeds an aggregate of sixty (60) Trading Days during 45 days in any three hundred sixty five (365) 90-day period and the first or 75 days in any 365-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsperiod. Upon disclosure of such information or the termination of the condition described above, the Partnership Ring Energy shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes If Ring Energy exercises its suspension rights under clause (y) of determining this Section 2.01(c), then, during such suspension period, Ring Energy shall not engage in any transaction involving the length offer, issuance, sale or purchase of Equity Securities (whether for the benefit of Ring Energy or a Grace Period abovethird Person), except transactions involving (I) the issuance or purchase of Equity Securities as contemplated by Ring Energy’s employee benefit plans or employee or director arrangements or (II) the issuance of Equity Securities to a seller as consideration for, or to a third party in order to finance or partially finance, the Grace Period shall begin on and include transaction specified under clause (i) of this Section 2.01(c) that was the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and basis for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Actsuspension rights under this Section 2.01(c)(y) were exercised.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition disposition, or other similar transaction and the Partnership determines in good faith and on the advice of counsel that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement, (ii) the Partnership determines it must amend or supplement the Registration Statement or the related prospectus so that such Registration Statement or prospectus does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (iiin the case of the prospectus, in light of the circumstances under which they were made) not misleading, (iii) the Partnership determines in good faith that it would be required to make disclosure of material information in the Registration Statement that the Partnership has a bona fide business purpose for preserving as confidential, or (iv) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment determination of the Partnership and its counselPartnership, would materially and adversely affect the Partnership (each, a “Grace Period”)Partnership; provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, or the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) Trading Days during days in any three hundred sixty five (365) 180-day period and the first or ninety (90) days in any 365-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsperiod. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales the use of prospectus that is a part of such Registration Statement it has put into effect effect, and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership Company is pursuing an a material acquisition, merger, reorganization, disposition or other similar material transaction and the Partnership Company determines in good faith and on the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement Statement, or (ii) the Partnership Company or any of its Affiliates has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership and its counselCompany, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement (x) during the 30) consecutive Trading Days-day period following the applicable Installment Payment Date, or (y) for a period that exceeds an aggregate of sixty (60) Trading Days during 60 days in any three hundred sixty five (365) 180-day period and the first or 90 days in any 365-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers)period, and notify the Holders the dates on which the Grace Period beginsthere shall not be less than 30 days between any two such suspensions. Upon disclosure of such information or the termination of the condition described abovecausing any suspension, the Partnership Company shall promptly provide prompt written notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered the Holders to resume sales of Registrable Securities as contemplated in this Agreementunder the Registration Statement. For purposes of determining Notwithstanding the length of a Grace Period aboveforegoing, if on the applicable Determination Date, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later Company has knowledge that either clause (i) or (ii) of the date the Holders receive a written notice of the end of this Section 3.01(b) would trigger such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities delay rights with respect to which a Holder has entered into a contract for salean Installment Payment, prior then the Company shall cause the Buyer to elect on the applicable Determination Date to make such Holder’s receipt of Installment Payment in cash to TEG under the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities ActPurchase Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to (i) all Holders, delay the filing of the Washington Resale Registration Statement required under Section 2.01, or (ii) any Selling Holder whose Registrable Securities Shares are included in a the Washington Resale Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which that is a part of such the Washington Resale Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities Shares pursuant to such the Washington Resale Registration StatementStatement but may settle any previously made sales of Registrable Shares) if the Company (ix) the Partnership is pursuing an acquisition, merger, tender offer, reorganization, restructuring, disposition or other similar transaction and the Partnership Board determines in good faith and on that (A) the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Washington Resale Registration Statement or other filings or (iiB) such transaction renders the Partnership Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Washington Resale Registration Statement (or such filings) to become effective or to promptly amend or supplement the Washington Resale Registration Statement on a post effective basis, as applicable, or (y) has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselBoard, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, such filing of the Washington Resale Registration Statement be delayed under clauses (x) or an aggregate (y) of this Section 2.04 for a period that exceeds sixty (60) Trading Days during any three hundred sixty five days or (365B) day period and the first day such Selling Holders be suspended under clauses (x) or (y) of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise this Section 2.04 from selling Registrable Shares pursuant to the delay rights being exercised pursuant to this Section 2.01(dWashington Resale Registration Statement for a period that exceeds an aggregate of ninety (90) days in any twelve (provided that 12) month period, in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice notice, but in any event within one (1) Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities Shares are included in such the Washington Resale Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities Shares as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, Corporation may delay the Partnership filing or effectiveness of a Shelf Registration Statement required by this Section 3(e) and may, upon written notice to any Selling Holder Standstill Shareholder whose Registrable Securities are included in a the Shelf Registration Statement (a “Delay Notice”)Statement, suspend such Selling HolderStandstill Shareholder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder such Standstill Shareholder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (ia) the Partnership Corporation is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Corporation determines in good faith and on the advice of counsel that the PartnershipCorporation’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (iib) the Partnership Corporation has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselCorporation, would materially and adversely affect the Partnership (each, a “Grace Period”)Corporation; provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, or the Standstill Shareholders be suspended from selling Registrable Securities pursuant to the Shelf Registration Statement for a period that exceeds an aggregate of sixty (60) Trading Days during 60 days in any three hundred sixty five (365) 180 day period and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsperiod. Upon disclosure of such information or the termination of the condition described above, the Partnership Corporation shall provide prompt written notice to the Selling Holders Standstill Shareholders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect under this clause (iii) and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to (i) all Holders, delay the filing of a Registration Statement, or (ii) any Selling Holder whose Registrable Securities Shares are included in a Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities Shares pursuant to such Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Shares) if the Company (ix) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith that (1) the Company would be required to disclose such transaction in such Registration Statement or other registration statement and on (2) the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any such required disclosure of such transaction in such Registration Statement or (iiy) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselCompany, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.03 for a period that exceeds 90 calendar days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.03 from selling Registrable Shares pursuant to such Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during 90 calendar days in any three hundred sixty five (365) 180 calendar-day period and the first or 120 calendar days in any 365 calendar-day period, in each case, exclusive of days covered by any Grace Period must be at least five lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering (5) Trading Days after the last day of any prior Grace Period (each, an a “Allowable Grace Permitted Blackout Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period begins. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities Shares are included in such Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities Shares as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Equity One may, upon written notice (which notice shall include a certificate signed by an executive officer of Equity One that Equity One is suspending the use of the prospectus) to any Selling Holder whose Registrable Securities are included in a the Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration Statement, but such Selling Holder may settle any such sales of Registrable Securities) if any of the following events occur: (ia) the Partnership Equity One is pursuing an a material acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Equity One Board determines in good faith and on the advice of counsel that the PartnershipEquity One’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or (iib) the Partnership Equity One has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselEquity One Board, would materially and adversely affect the Partnership (each, a “Grace Period”)Equity One; provided, however, that in no event shall Equity One be entitled to impose any Grace Period such suspension if the aggregate number of Block Out Days to which the Holder has been subject shall exceed thirty one hundred and twenty (30120) consecutive Trading Days, or an aggregate of sixty (60) Trading Days during days in any three hundred sixty five (rolling 365) -day period and (the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Permitted Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period begins. Upon disclosure of such information or the termination of the condition conditions described aboveabove or expiration of the Permitted Period, the Partnership Equity One shall promptly (x) provide prompt written notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly (y) terminate any suspension of sales it has put into effect and shall (z) take such other actions necessary or appropriate to permit registered sales of Registrable Securities as required or contemplated in by this Agreement. For purposes of determining the length , including, if necessary, preparation and filing of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Actpost-effective amendment or prospectus supplement.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Dateother provision of this Section 3, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement (such notice a “Delay Notice”)) to any Offering Holder whose Offering Shares are included in the registration statement, voluntarily suspend such Selling Holder’s use the effectiveness of any prospectus such registration statement for a limited time, which is a part of such Registration Statement suspension shall in no event be longer than twenty-five (25) days in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statementany three-month period, and no longer than sixty (60) days in any twelve-month period, if (i) the Partnership is pursuing an acquisitionCompany has been advised by counsel or underwriters to the Company that the offering of any Offering Shares pursuant to the registration statement would materially adversely affect, or would be improper in view of (or improper without disclosure in a prospectus) a proposed financing, a reorganization, recapitalization, merger, reorganization, disposition consolidation or other similar transaction and involving the Partnership determines in good faith and on the advice of counsel that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement Company or (ii) if at any time the Partnership has experienced some other prospectus included in such registration statement includes an untrue statement of material non-public eventfact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of circumstances then existing. Upon receipt of a Delay Notice, the disclosure of which at such time, in the good faith judgment Offering Holder shall immediately suspend any and all sales of the Partnership and its counsel, would materially and adversely affect Offering Shares until such time as the Partnership (each, a “Grace Period”); provided, however, Company notifies the Offering Holder that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, or an aggregate of sixty (60) Trading Days during any three hundred sixty five (365) day period such suspension has been terminated and the first day of any Grace Period must be at least five registration statement is again in effect with respect to the Offering Shares (5) Trading Days after the last day of any prior Grace Period (eachsuch notice, an “Allowable Grace PeriodEffective Notice”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period begins. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice to the Selling Offering Holders whose Registrable Securities Offering Shares are included in such Registration Statementthe registration statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities registrable securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything any provision contained herein to the contrary, the Partnership Company’s obligation to include, or continue to include, Offering Shares in any such registration statement under this Section 3 shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of continue until the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities ActRegistration Termination Date.

Delay Rights. Notwithstanding anything to the contrary set forth herein, the Company shall have the right to postpone the filing of a Shelf Registration Statement (or any Subsequent Shelf Registration Statement, as applicable) and to suspend the use of any such Shelf Registration Statement (or any Subsequent Shelf Registration Statement, as applicable) for a reasonable period of time (not exceeding sixty (60) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman of the Board or the President of the Company stating that the Company has determined in good faith that filing such Shelf Registration Statement (or any Subsequent Shelf Registration Statement, as applicable) or the use of such Shelf Registration Statement (or any Subsequent Shelf Registration Statement, as applicable), as the case may be, at such time would materially adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information, the public disclosure of which would have a material adverse effect on the Company (a “Valid Business Reason”). The Company shall give written notice of its determination to postpone or suspend the use of a Shelf Registration Statement (or any Subsequent Shelf Registration Statement, as applicable) and of the fact that the Valid Business Reason for such postponement or suspension no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, Company may not postpone or withdraw a filing or otherwise suspend the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in use of a Shelf Registration Statement (a “Delay Notice”), suspend such Selling Holder’s use of or any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith and on the advice of counsel that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such 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 and its counsel, would materially and adversely affect the Partnership (each, a “Grace Period”); provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, or an aggregate of sixty (60) Trading Days during any three hundred sixty five (365) day period and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period begins. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such Subsequent Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units applicable) due to a transferee of a Holder Valid Business Reason under this Section 3.5 more than two (2) times in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Acttwelve (12) month period.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Datein this Agreement, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement (a “Delay Notice”)Statement, from time to time suspend such Selling Holder’s 's use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder covenants and agrees that it shall suspend immediately discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) ), for a period or periods not to exceed an aggregate of either 60 days in a 90-day period or 90 days in any 365-day period, if (i) the Partnership is pursuing an a material acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith and on the advice of counsel that the Partnership’s 's ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or Statement, (ii) the Partnership has experienced some other material non-public eventevent or is in possession of material non-public information concerning the Partnership, the disclosure of which at such time, in the good faith judgment of the Partnership and its counselPartnership, would materially and adversely affect the Partnership (each, a “Grace Period”); provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading DaysPartnership, or an aggregate of sixty (60iii) Trading Days during at any three hundred sixty five (365) day period and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any time prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice time when the Partnership will is eligible to utilize the S-3 Shelf Registration Statement, the Partnership has prepared and filed with the Commission a post-effective amendment for the purpose of updating financial information or other information therein and such post-effective amendment has not disclose been declared effective by the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsCommission. Upon disclosure of such information or the termination of the condition or expiration of the period described above, as applicable, the Partnership shall provide prompt written notice within two Business Days to the each Selling Holders Holder whose Registrable Securities are included in such the Shelf Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice (which notice shall include a certificate signed by an executive officer of the Company that the Company is suspending the use of the prospectus, a general statement of the reason for the suspension and an estimate of the length of the suspension) to any Selling Holder whose Registrable Securities are included in a the Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration Statement, but such Selling Holder may settle any such sales of Registrable Securities) if (ia) the Partnership Company is pursuing an a material financing, acquisition, merger, joint venture, reorganization, disposition or other similar transaction or the Company is resolving comments on its public filings with the Commission or other similar events and the Partnership Chief Executive Officer of the Company determines in good faith and on the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or (iib) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselChief Executive Officer of the Company, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period such suspension period exceed thirty (30) consecutive Trading Days, or an aggregate of sixty ninety (6090) Trading Days during days in any three hundred sixty five (consecutive 365) -day period and (the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Permitted Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period begins. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall promptly (x) provide prompt written notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly (y) terminate any suspension of sales it has put into effect and shall (z) take such other actions necessary or appropriate to permit registered sales of Registrable Securities as required or contemplated in by this Agreement. For purposes of determining the length , including, if necessary, preparation and filing of a Grace Period abovepost-effective amendment or prospectus supplement so that the Registration Statement and any prospectus forming a part thereof will not include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later in light of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to circumstances in such notice. Notwithstanding anything to the contrarywhich they were made, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Actmisleading.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in the Purchasers, delay the filing of a Registration Statement (a “Delay Notice”)registration statement filed under Section 2.1(a) or, suspend such Selling Holder’s the use of any prospectus which is a part of such Registration Statement a registration statement filed under Section 2.1(a) (in which event the Selling Holder Holders shall suspend discontinue sales of the Registrable Securities pursuant to such Registration Statementregistration statement but such Selling Holder may settle any contracted sales of Registrable Securities) if the Company notifies the Purchasers in writing that the Company (i) the Partnership is pursuing an a bona fide acquisition, merger, reorganization, disposition disposition, joint venture or other similar transaction and the Partnership Company determines in good faith and on the advice of counsel that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement the registration statement would not be in the best interest of the Company or (ii) the Partnership is in possession of material non-public information or has experienced some other material non-public event, event and the Company determines in good faith that any required disclosure of which at such time, in the good faith judgment registration statement of such information or event would not be in the best interest of the Partnership and its counsel, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, such filing of the registration statement filed under Section 2.1(a) be delayed under this Section 2.1(b) for a period that exceeds one hundred twenty (120) days (or an aggregate a longer period of sixty (60) Trading Days during any three hundred sixty five (365) day period and time with the first day prior written consent of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of at least a majority of the existence outstanding Registrable Securities, which consent will not unreasonably be withheld) or one hundred eighty 180 days in aggregate in any one-year period or (B) such Selling Holders be suspended under this Section 2.1(b) from selling Registrable Securities pursuant to such registration statement for a period that exceeds one hundred twenty (120) days (or a longer period of materialtime with the prior written consent of the Holders of at least a majority of the outstanding Registrable Securities, nonwhich consent will not unreasonably be withheld) or one hundred eighty (180) days in aggregate in any one-public information giving rise year period. Upon notice by the Company to the Purchasers of any determination to delay rights being exercised pursuant to this the filing of a registration statement filed under Section 2.01(d2.1(a) (provided that in each Delay Notice or suspend the Partnership will use of any prospectus which is a part of a registration statement filed under Section 2.1(a), Holders shall keep the fact of any such delay or suspension strictly confidential and shall not use or disclose the content of such material, non-public notice or information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsany Person other than such Holder’s legal counsel or as required by law. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, Purchasers and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership QR Energy: (i) may, upon written notice to any Selling Holder Registration Rights Group whose Registrable Securities are to be included in a Shelf Registration Statement, delay its obligation to file any Shelf Registration Statement if (A) QR Energy intends to effect a “Delay Notice”)public offering within 60 days following the receipt of a written request from any Registration Rights Group, suspend such Selling Holder’s use of any prospectus which is a part provided, that prior to the receipt of such Registration Statement request, QR Energy has taken affirmative steps in contemplation of such public offering, (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration StatementB) if (i) the Partnership QR Energy is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership QR Energy determines in good faith and on the advice of counsel that the PartnershipQR Energy’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement Statement, or (iiC) the Partnership QR Energy has experienced some other material non-public event, event the disclosure of which at such timetime is not required by law or, in the good faith judgment of the Partnership and its counselQR Energy, would materially and adversely affect QR Energy, then, in each case, QR Energy may defer filing the Partnership (each, a “Grace Period”)Shelf Registration Statement for up to 60 days; provided, however, that QR Energy shall not exercise its right to delay filing the Shelf Registration Statement more than once in no event shall any Grace Period exceed thirty 12 month period (30excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 5.12 hereof); (ii) consecutive Trading Daysmay, or an aggregate of sixty (60) Trading Days during upon written notice to any three hundred sixty five (365) day period and Registration Rights Group whose Registrable Securities are included in the first day Shelf Registration Statement, suspend such Registration Rights Group’s use of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders prospectus which is a part of the existence Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of materialthe Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) QR Energy is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and QR Energy determines in good faith that QR Energy’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 (2) QR Energy has experienced some other material non-public information giving rise event the disclosure of which at such time is not required by law or, in the good faith judgment of QR Energy, would materially adversely affect QR Energy; provided, however, that QR Energy shall not exercise its right to the delay rights being exercised pursuant to this Section 2.01(d) (provided that suspend any Registration Rights Group’s use of any prospectus more than once in each Delay Notice the Partnership will not disclose the content of such material, nonany 12-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsmonth period. Upon disclosure of such information or the termination of the condition described abovein this Section 5.3(b), the Partnership QR Energy shall provide prompt written notice to the Selling Holders Registration Rights Group whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, Company may delay the Partnership filing (but shall still be required to prepare such filing in accordance with this Agreement) of the Prospectus Supplement or Shelf Registration Statement required by Section 2.1(a) and may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Prospectus Supplement or the Shelf Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of the Prospectus Supplement or any prospectus which is a part of such the Shelf Registration Statement Statement, together with any prospectus supplement thereto (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Prospectus Supplement or the Shelf Registration Statement) ), if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership board of directors of the Company reasonably determines in good faith and on the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required public disclosure of such transaction in such the Prospectus Supplement or the Shelf Registration Statement Statement, as applicable, or (ii) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such time, in the reasonable and good faith judgment of the Partnership and its counselboard of directors of the Company, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty (30) the Selling Holders be suspended from selling Registrable Securities pursuant to the Prospectus Supplement or the Shelf Registration Statement for a period that exceeds 60 consecutive Trading Days, days or an aggregate of sixty (60) Trading Days during 90 days in any three hundred sixty five (365) 180-day period and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsperiod. Upon disclosure of such information or the termination of the condition described abovein the first sentence of this Section 2.1(c), the Partnership Company shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such the Prospectus Supplement or the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect pursuant to this Section 2.1(c) and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes Each period of determining the length of a Grace Period above, the Grace Period suspension shall be deemed to begin on and include the date the relevant notice is given to the Selling Holders receive the Delay Notice and shall be deemed to end on and include the later earlier to occur of (x) the date on which the Company gives the Selling Holders receive a written notice of the end of that such Grace Period pursuant to the immediately preceding sentence suspension period has terminated and (y) the date referred to in such notice. Notwithstanding anything to on which the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee number of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for days during which such Purchaser period of delay has not yet settled, unless been in effect exceeds the Partnership and its counsel determine that such sale may violate 60-consecutive-day limit or the Securities Act90-day limit during any 180-day period.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Corporation may, upon written notice to (i) all Holders, delay the filing of a Registration Statement required under Error! Reference source not found., or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if the Corporation (ix) the Partnership is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the Partnership Board determines in good faith and on that (A) the advice of counsel that the PartnershipCorporation’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (iiB) such transaction renders the Partnership Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post effective basis, as applicable, or (y) has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselBoard, would materially and adversely affect the Partnership (each, a “Grace Period”)Corporation; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, such filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.03 for a period that exceeds 90 calendar days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.03 from selling Registrable Securities pursuant to such Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during 90 calendar days in any three hundred sixty five (365) 365 calendar-day period and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (eachperiod, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership Corporation shall provide prompt written notice notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Linn Energy: (i) may, upon written notice to any Selling Holder Registration Rights Group whose Registrable Securities are to be included in a Shelf Registration Statement, delay its obligation to file any Shelf Registration Statement if (A) Linn Energy intends to effect a “Delay Notice”)public offering within 60 days following the receipt of a written request from any Registration Rights Group, suspend such Selling Holder’s use of any prospectus which is a part provided, that prior to the receipt of such Registration Statement request, Linn Energy has taken affirmative steps in contemplation of such public offering, (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration StatementB) if (i) the Partnership Linn Energy is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Linn Energy determines in good faith and on the advice of counsel that the Partnership’s Linn Energy's ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement Statement, or (iiC) the Partnership Linn Energy has experienced some other material non-public event, event the disclosure of which at such timetime is not required by law or, in the good faith judgment of the Partnership and its counselLinn Energy, would materially and adversely affect Linn Energy, then, in each case, Linn Energy may defer filing the Partnership (each, a “Grace Period”)Shelf Registration Statement for up to 60 days; provided, however, that Linn Energy shall not exercise its right to delay filing the Shelf Registration Statement more than once in no event shall any Grace Period exceed thirty 12 month period (30excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 6.12 hereof); (ii) consecutive Trading Daysmay, or an aggregate of sixty (60) Trading Days during upon written notice to any three hundred sixty five (365) day period and Registration Rights Group whose Registrable Securities are included in the first day Shelf Registration Statement, suspend such Registration Rights Group's use of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders prospectus which is a part of the existence Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of materialthe Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) Linn Energy is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Linn Energy determines in good faith that Linn Energy'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 (2) Linn Energy has experienced some other material non-public information giving rise event the disclosure of which at such time is not required by law or, in the good faith judgment of Linn Energy, would materially adversely affect Linn Energy; provided, however, that Linn Energy shall not exercise its right to the delay rights being exercised pursuant to this Section 2.01(d) (provided that suspend any Registration Rights Group's use of any prospectus more than once in each Delay Notice the Partnership will not disclose the content of such material, nonany 12-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsmonth period. Upon disclosure of such information or the termination of the condition described abovein this Section 6.3(b), the Partnership Linn Energy shall provide prompt written notice to the Selling Holders Registration Rights Group whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership there is pursuing or is reasonably anticipated to be an acquisition, merger, financing activity, reorganization, disposition or other similar transaction involving the Company or any of its subsidiaries and the Partnership Company determines in good faith and on the advice of counsel that the Partnership’s ability of the Company or any of its subsidiaries to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement Statement, the Company has experienced, or (ii) the Partnership has experienced reasonably expects to experience, some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselCompany, would materially and adversely affect the Partnership (eachCompany or its business prospects, for reasons beyond the Company’s control, any required financial statements are unavailable, or the Company is required under the 6 | Securities Act or the Exchange Act to file with the Commission any report or other document necessitating a “Grace Period”)post-effective amendment to the Shelf Registration Statement; provided, however, that in no event shall any Grace Period delay pursuant to clauses (i) through (iii) immediately above exceed thirty (30) consecutive Trading Days, or an aggregate of sixty (60) Trading Days during days in any three one hundred sixty five eighty (365180) day period and the first day or ninety (90) days in any twelve-month period, in each case, exclusive of days covered by any Grace Period must be at least five (5) Trading Days after the last day of lock-up agreement executed by a Selling Holder in connection with any prior Grace Period (each, an “Allowable Grace Period”)Underwritten Offering. Each Delay Notice shall notify Selling Holder agrees that it will maintain the Holders confidentiality of the existence of material, non-public information giving rise to included such written notice delivered by the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsCompany unless otherwise required by law or subpoena. Upon the disclosure of such information or information, the termination of the condition described aboveabove or the effectiveness of such post-effective amendment, the Partnership Company shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions reasonably necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith and on the advice of counsel that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or other registration statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselPartnership, would materially and adversely affect the Partnership (each, a “Grace Period”)Partnership; provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, the Selling Holders be suspended from selling Registrable Securities pursuant to the Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during 60 days in any three hundred sixty five (365) 180-day period and the first or 105 days in any 365-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (eachperiod, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining If (i) the length Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period suspension pursuant to the immediately preceding sentence paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the date referred Effectiveness Period, shall thereafter cease to in such notice. Notwithstanding anything be effective or fail to be usable for its intended purpose without being succeeded within 20 Business Days by a post-effective amendment thereto, a supplement to the contraryprospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall cause pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the twenty-first (21st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its transfer agent intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to deliver unlegended Common the Selling Holders. Liquidated Damages shall cease to accrue pursuant to this paragraph upon the Purchased Units to a transferee of a such Holder becoming eligible for resale without restriction and without the need for current public information under any section of Rule 144 (or any similar provision then in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership may, upon written notice to (a) all Holders, delay the filing and effectiveness of the Shelf Registration Statement or (b) any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such Registration StatementSelling Holder may settle any contracted sales of Registrable Securities) if the Partnership (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Board of Directors of the Partnership GP determines in good faith and on that it is in the advice best interests of counsel that the Partnership’s ability Partnership not to pursue or consummate such a transaction would be materially and adversely affected by disclose the existence of material facts surrounding any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counsel, would materially and adversely affect Board of Directors of the Partnership (eachGP, a “Grace Period”)it is in the best interest of the Partnership to not disclose; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, such filing and effectiveness of the Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(b) for a period that exceeds 60 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this Section 2.01(b) from selling Registrable Securities pursuant to the Shelf Registration Statement for a period that exceeds an aggregate of sixty (60) Trading Days during 60 days in any three hundred sixty five (365) 180-day period and the first or 90 days in any 365-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsperiod. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such Registration StatementHolders, and shall promptly terminate any suspension of the filing or effectiveness of the Shelf Registration Statement and/or any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining The Partnership will only exercise its suspension rights under this Section 2.01(b) if it exercises similar suspension rights with respect to any Parity Holders. If the length of a Grace Period abovePartnership exercises its suspension rights under this Section 2.01(b), the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of then (x) during any such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrarysuspension period, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee not engage in any transaction involving the offer, issuance, sale or purchase of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract Partnership equity securities (whether for sale, prior to such Holder’s receipt the benefit of the Delay Notice Partnership or a third Person), except (A) transactions involving the issuance or purchase of Partnership equity securities as contemplated by Partnership employee benefit plans or employee or director arrangements and for which (B) the issuance of Partnership equity securities as acquisition consideration pursuant to any transaction set forth in clause (i) of this Section 2.01(b) and (y) the end date of the Registration Rights Period (as defined below) shall be extended by the number of days of such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Actsuspension period.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Copano Energy: (i) may, upon written notice to any Selling Holder Registration Rights Group whose Registrable Securities are to be included in a Shelf Registration Statement, delay its obligation to file any Shelf Registration Statement if (1) Copano Energy intends to effect a “Delay Notice”)public offering within 60 days following the receipt of a written request from any Registration Rights Group, suspend such Selling Holder’s use of any prospectus which is a part provided, that prior to the receipt of such Registration Statement request, Copano Energy has taken affirmative steps in contemplation of such public offering, (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement2) if (i) the Partnership Copano Energy is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Copano Energy determines in good faith and on the advice of counsel that the Partnership’s Copano Energy's ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement Statement, or (ii3) the Partnership Copano Energy has experienced some other material non-public event, event the disclosure of which at such timetime is not required by law or, in the good faith judgment of the Partnership and its counselCopano Energy, would materially and adversely affect Copano Energy, then, in each case, Copano Energy may defer filing the Partnership (each, a “Grace Period”)Shelf Registration Statement for up to 60 days; provided, however, that Copano Energy shall not exercise its right to delay filing the Shelf Registration Statement more than once in no event shall any Grace Period exceed thirty 12 month period (30excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 6.12 hereof); (ii) consecutive Trading Daysmay, or an aggregate of sixty (60) Trading Days during upon written notice to any three hundred sixty five (365) day period and Registration Rights Group whose Registrable Securities are included in the first day Shelf Registration Statement, suspend such Registration Rights Group's use of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders prospectus which is a part of the existence Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of materialthe Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) Copano Energy is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Copano Energy determines in good faith that Copano Energy'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 (2) Copano Energy has experienced some other material non-public information giving rise event the disclosure of which at such time is not required by law or, in the good faith judgment of Copano Energy, would materially adversely affect Copano Energy; provided, however, that Copano Energy shall not exercise its right to the delay rights being exercised pursuant to this Section 2.01(d) (provided that suspend any Registration Rights Group's use of any prospectus more than twice in each Delay Notice the Partnership will not disclose the content of such material, nonany 12-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsmonth period. Upon disclosure of such information or the termination of the condition described abovein this Section 6.03(b), the Partnership Copano Energy shall provide prompt written notice to the Selling Holders Registration Rights Group whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in ACP III Tankers, delay the filing of a Registration Statement (a “Delay Notice”)registration statement filed under Section 2.1(a) or, suspend such Selling Holder’s the use of any prospectus which is a part of such Registration Statement a registration statement filed under Section 2.1(a) (in which event the Selling Holder Holders shall suspend discontinue sales of the Registrable Securities pursuant to such Registration Statementregistration statement but such Selling Holder may settle any contracted sales of Registrable Securities) if (i) the Partnership Company notifies ACP III Tankers in writing that the Company is in possession of material non-public information, is pursuing an acquisition, merger, reorganization, disposition bona fide transaction that has not been publicly announced or other similar transaction and the Partnership determines in good faith and on the advice of counsel that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership has experienced some other material non-public event, event and the Company determines in good faith that any required disclosure of which at such time, in the good faith judgment registration statement or prospectus under the Securities Act of such information, transaction or event would not be in the best interest of the Partnership and its counsel, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Dayssuch filing of the registration statement filed under Section 2.1(a) be delayed under this Section 2.1(b) or (B) such Selling Holders be suspended under this Section 2.1(b) from selling Registrable Securities pursuant to such registration statement and related prospectus, or an aggregate of in either case for a period that exceeds sixty (60) Trading Days during any three hundred sixty five days (365) day or a longer period and of time with the first day prior written consent of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of at least a majority of the existence outstanding Registrable Securities, which consent may be granted or withheld in the Holders’ sole discretion) or one hundred twenty (120) days in aggregate in any one-year period for both clauses (A) and (B). Upon notice by the Company to ACP III Tankers of materialany determination to delay the filing of a registration statement filed under Section 2.1(a) or suspend the use of any prospectus which is a part of a registration statement filed under Section 2.1(a), non-public information giving rise to Holders shall keep the fact of any such delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will or suspension strictly confidential and shall not use or disclose the content of such material, non-public notice or information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsany Person other than such Holder’s legal counsel or as required by law. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, ACP III Tankers and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”), suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if Company: (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from Copano Partners, the Partnership Company notifies Copano Partners of the Company’s intention of effecting a public offering within 60 days, (2) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith and on the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement Statement, or (ii3) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such timetime is not required by law or, in the good faith judgment of the Partnership and its counselCompany, would materially and adversely affect the Partnership (eachCompany, a “Grace Period”)then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in no any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to Copano Partners, suspend such Copano Partners’ use of any prospectus which is a part of the Shelf Registration Statement (in which event the Copano Partners shall any Grace Period exceed thirty discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (301) consecutive Trading Daysthe Company is pursuing an acquisition, merger, reorganization, disposition or an aggregate of sixty (60) Trading Days during any three hundred sixty five (365) day period other similar transaction and the first day Company determines in good faith that the Company’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of any Grace Period must be at least five such transaction in the Shelf Registration Statement or (52) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, Company has experienced some other material non-public information giving rise event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to the delay rights being exercised pursuant to this Section 2.01(d) (provided that suspend Copano Partners use of any prospectus more than twice in each Delay Notice the Partnership will not disclose the content of such material, nonany 12-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsmonth period. Upon disclosure of such information or the termination of the condition described abovein this Section 14.3(b), the Partnership Company shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such Registration StatementCopano Partners, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Teekay may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration StatementStatement but may settle any previously made sales of Registrable Securities) if (i) the Partnership Teekay is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Teekay determines in good faith and on the advice of counsel that the PartnershipTeekay’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or other registration statement or (ii) the Partnership Teekay has experienced or is undertaking some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselTeekay, would materially and adversely affect the Partnership (each, a “Grace Period”)Teekay; provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, or the Selling Holders be suspended from selling Registrable Securities pursuant to the Registration Statement for a period that exceeds an aggregate of sixty (60) Trading Days during 60 days in any three hundred sixty five (365) 180-day period and the first or 105 days in any 365-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsperiod. Upon disclosure of such information or the termination of the condition described above, the Partnership Teekay shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes Notwithstanding the foregoing provisions of determining this Section 2.02 (but without affecting the length permitted suspensions described in this Section), neither the Company nor any of a Grace Period aboveits directors, officers, employees, counsel or advisors will provide any “material non-public information” (within the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later meaning of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence Exchange Act and the date referred rules and judicial decisions thereunder and other than any material non-public information represented by the fact that any such suspension has occurred or is about to in such notice. Notwithstanding anything occur) to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a any Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior without first providing notice to such Holder’s receipt of the Delay Notice Holder and for which such Purchaser has not yet settled, unless the Partnership and obtaining its counsel determine that such sale may violate the Securities Actconsent.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to (i) all Holders, delay the filing of a Registration Statement required under Section 2.01(a), or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if the Company (ix) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith and on the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (iiy) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselCompany, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.03 on more than two occasions or for more than an aggregate of sixty (60) Trading Days during 45 calendar days in any three hundred sixty five (365) one instance, or for more than 90 calendar days in any 365 calendar-day period and the first day or (B) such Selling Holders be suspended under clauses (x) or (y) of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised this Section 2.03 from selling Registrable Securities pursuant to this Section 2.01(d) (provided such Registration Statement or other registration statement for a period that exceeds an aggregate of 30 calendar days in any 180 calendar-day period or 60 calendar days in any 365 calendar-day period, in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining If (i) the length Selling Holders shall be prohibited or prevented from selling their Registrable Securities under a Registration Statement or other registration statement contemplated by this Agreement as a result of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period delay or suspension pursuant to the immediately preceding sentence paragraph in excess of the periods permitted therein or (ii) a Registration Statement or other registration statement contemplated by this Agreement is filed and is declared effective but, during the date referred Effectiveness Period, shall thereafter cease to in such notice. Notwithstanding anything be effective or fail to be usable for its intended purpose without being succeeded within 90 calendar days by a post- effective amendment thereto, a supplement to the contraryprospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or l5(d) of the Partnership Exchange Act, then, until the suspension is lifted or the Registration Statement required under Section 2.01(a), a post-effective amendment, supplement or report is filed with the SEC, but not including any day on which a suspension is lifted or such Registration Statement, amendment, supplement or report is filed with the SEC, if applicable, each Selling Holder shall cause its transfer agent to deliver unlegended Common Units be entitled to a transferee of a Holder in connection with any sale of Registrable Securities payment (with respect to each Registrable Security) from the Company, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-calendar-day period, which shall accrue daily, for the first 60 calendar days immediately following the earlier of (x) the date on which the suspension or delay period exceeded the permitted period and (y) the 31st calendar day after such Shelf Registration Statement ceased to be effective or failed to be usable for its intended purposes, with such payment amount increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period, which shall accrue daily, for each subsequent 30-calendar-day period (i.e., 0.5% for 61-90 calendar days, 0.75% for 91- 120 calendar days and 1.00% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Delay Liquidated Damages”). For purposes of this paragraph, a suspension or delay shall be deemed lifted with respect to a Selling Holder on the date that (A) notice that the suspension has entered into a contract for sale, prior been terminated is delivered to such Selling Holder’s receipt , (B) the Registration Statement required under Section 2.01(a) is filed with the SEC, or (C) a post-effective amendment or supplement to the prospectus or report is filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. Any Delay Notice Liquidated Damages shall cease to accrue pursuant to this paragraph upon the earlier of (1) a suspension or delay being deemed lifted and (2) when such Selling Holder no longer holds Registrable Securities included in such Registration Statement, and shall be payable within 10 Business Days after the end of each such 30-day period. Any amount of Delay Liquidated Damages shall be prorated for any period of less than 30 calendar days in which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Actpayment of Delay Liquidated Damages ceases. Any Delay Liquidated Damages shall be paid to each Selling Holder in immediately available funds.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to (i) the Holders, delay the filing of a Registration Statement required under Section 2.01, or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, 5 suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if the Company (ix) the Partnership is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the Partnership Board determines reasonably and in good faith and on that (A) the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (iiB) such transaction renders the Partnership Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement or other registration statement contemplated by this Agreement on a post effective basis, as applicable, or (y) has experienced some other material non-public event, event the disclosure of which at such time, in the reasonable and good faith judgment of the Partnership and its counselBoard, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, or the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) Trading Days during 60 days in any three hundred sixty five (365) 180-day period and the first or 105 days in any 365-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsperiod. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement (a “Delay Notice”)or the Excluded Registrable Securities Registration Statement, from time to time suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement or the Excluded Registrable Securities Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement or the Excluded Registrable Securities Registration Statement), for a period or periods not to exceed (X) an aggregate of 90 days in any 365-day period; provided, however, that such 90 days shall be decreased by the number of days of delay that have occurred in such 365-day period pursuant to Section 2.01(a), if (i) the Partnership Company is pursuing an a material acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith and on the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or in the Excluded Registrable Securities Registration Statement, (ii) the Partnership Company has experienced some other material non-public eventevent or is in possession of material non-public information concerning the Company, the disclosure of which at such time, in the good faith judgment of the Partnership and its counselCompany, would materially and adversely affect the Partnership Company or (eachiii) at any time prior to the time when the Company is eligible to utilize the S-3 Shelf Registration Statement, the Company has prepared and filed with the Commission a “Grace Period”); provided, however, that in no event shall any Grace Period exceed thirty post-effective amendment for the purpose of updating financial information or other information therein and such post-effective amendment has not been declared effective by the Commission or (30Y) consecutive Trading Days, or an aggregate a period specified by means of sixty (60) Trading Days during any three hundred sixty five (365) day period a written amendment signed by the Company and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of a majority of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsthen outstanding Registrable Securities. Upon disclosure of such information or the termination of the condition or expiration of the period described above, as applicable, the Partnership Company shall provide prompt written notice within 2 Business Days to the each Selling Holders Holder whose Registrable Securities are included in such the Shelf Registration Statement or the Excluded Registrable Securities Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement (or to be qualified under a “Delay Notice”)Base Shelf Prospectus, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement or in Canada, a Shelf Prospectus Supplement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration StatementStatement or in Canada, under the Base Shelf Prospectus using a Shelf Prospectus Supplement, as applicable) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith and on the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected in any material respect by any required disclosure the use of such transaction in such Registration Statement or Shelf Prospectus Supplement by the Selling Holder, or (ii) the Partnership has experienced some other use of such Registration Statement or Shelf Prospectus Supplement by the Selling Holder would require the disclosure of material non-public event, information that the disclosure of which at such time, Company has a bona fide business purpose for preserving or not disclosing publicly in the good faith judgment of the Partnership and its counsel, would materially and adversely affect the Partnership (each, a “Grace Period”)Company; provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, or an aggregate of sixty (60) Trading Days during any three hundred sixty five (365) day period and the first day of any Grace Period must Selling Holders be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised suspended from selling Registrable Securities pursuant to this Section 2.01(d) (provided such Registration Statement or in Canada, under the Base Shelf Prospectus using a Shelf Prospectus Supplement, for a period that exceeds 60 consecutive calendar days or more than 120 total calendar days in each Delay Notice the Partnership will not disclose the content of such material, nonany 12-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsmonth period. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such Registration StatementStatement or to be qualified under a Base Shelf Prospectus, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities or in Canada, the qualification of Registrable Securities under the Base Shelf Prospectus, as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice to (a) all Holders, delay the filing and effectiveness of the Shelf Registration Statement or (b) any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement (a “Delay Notice”)Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such Registration StatementSelling Holder may settle any contracted sales of Registrable Securities) if if: (i) the Partnership Company is pursuing a pending transaction, including an acquisition, merger, reorganization, tender offer, business combination, corporate reorganization, disposition or other similar transaction (including a pending securities offering) and the Partnership Board of Directors determines in good faith and on that it is in the advice best interests of counsel that the Partnership’s ability Company not to pursue or consummate such a transaction would be materially and adversely affected by disclose the existence of material facts surrounding any required disclosure of such transaction in such the Shelf Registration Statement Statement, or (ii) the Partnership Company has experienced some other material non-public event, event or circumstance the disclosure of which at such time, in the good faith judgment of the Partnership and its counselBoard of Directors, would materially and adversely affect it is in the Partnership (each, a “Grace Period”)best interest of the Company to not disclose; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, such filing and effectiveness of the Shelf Registration Statement be delayed under this Section 2.01(b) for a period that exceeds 45 days or (B) such Selling Holders be suspended under this Section 2.01(b) from selling Registrable Securities pursuant to the Shelf Registration Statement for a period that exceeds an aggregate of sixty (60) Trading Days during 60 days in any three hundred sixty five (365) 180-day period and the first or 90 days in any 365-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsperiod. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such Registration StatementHolders, and shall promptly terminate any suspension of the filing or effectiveness of the Shelf Registration Statement and/or any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining If the length of a Grace Period aboveCompany exercises its suspension rights under this Section 2.01(b), then during any such suspension period, the Grace Period Company shall begin on and include not engage in any transaction involving the date the Holders receive the Delay Notice and shall end on and include the later offer, issuance, sale or purchase of any equity securities of the date Company (whether for the Holders receive a written notice benefit of the end Company or a third Person), except (A) transactions involving the issuance or purchase of such Grace Period any equity securities of the Company as contemplated by Company employee benefit plans or employee or director arrangements and (B) the issuance of equity securities of the Company as acquisition consideration pursuant to the immediately preceding sentence and the date referred to any transaction set forth in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee clause (i) of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Actthis Section 2.01(b).

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Dateother provision of this Section 1, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement (such notice a “Delay Notice”)) to any Offering Holder whose Offering Shares are included in the registration statement, voluntarily suspend such Selling Holder’s use the effectiveness of any prospectus such registration statement for a limited time, which is a part of such Registration Statement suspension shall in no event be longer than twenty-five (25) days in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statementany three-month period, and no longer than sixty (60) days in any twelve-month period, if (i) the Partnership is pursuing an acquisitionCompany has been advised by counsel or underwriters to the Company that the offering of any Offering Shares pursuant to the registration statement would materially adversely affect, or would be improper in view of (or improper without disclosure in a prospectus) a proposed financing, a reorganization, recapitalization, merger, reorganization, disposition consolidation or other similar transaction and involving the Partnership determines in good faith and on the advice of counsel that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement Company or (ii) if at any time the Partnership has experienced some other prospectus included in such registration statement includes an untrue statement of material non-public eventfact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of circumstances then existing. Upon receipt of a Delay Notice, the disclosure of which at such time, in the good faith judgment Offering Holder shall immediately suspend any and all sales of the Partnership and its counsel, would materially and adversely affect Offering Shares until such time as the Partnership (each, a “Grace Period”); provided, however, Company notifies the Offering Holder that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, or an aggregate of sixty (60) Trading Days during any three hundred sixty five (365) day period such suspension has been terminated and the first day of any Grace Period must be at least five registration statement is again in effect with respect to the Offering Shares (5) Trading Days after the last day of any prior Grace Period (eachsuch notice, an “Allowable Grace PeriodEffective Notice”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period begins. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice to the Selling Offering Holders whose Registrable Securities Offering Shares are included in such Registration Statementthe registration statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities registrable securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything any provision contained herein to the contrary, the Partnership Company’s obligation to include, or continue to include, Offering Shares in any such registration statement under this Section 1 shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of continue until the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities ActRegistration Termination Date.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith and on the advice of counsel that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or other registration statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselPartnership, would materially and adversely affect the Partnership (each, a “Grace Period”)Partnership; provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, the Selling Holders be suspended from selling Registrable Securities pursuant to the Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during 60 days in any three hundred sixty five (365) 180-day period and the first or 105 days in any 365-day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (eachperiod, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content case, exclusive of such material, nondays covered by any lock-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsup agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining If (i) the length Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period suspension pursuant to the immediately preceding sentence paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the date referred Effectiveness Period, shall thereafter cease to in such notice. Notwithstanding anything be effective or fail to be usable for its intended purpose without being succeeded within 30 Business Days by a post-effective amendment thereto, a supplement to the contraryprospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall cause pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the sixty-first (61st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its transfer agent intended purposes, as liquidated damages and not as a penalty (for purposes of calculation Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to deliver unlegended Common the Selling Holders. Liquidated Damages pursuant to this paragraph shall cease upon the Purchased Units to a transferee of a such Holder becoming eligible for resale without restriction and without the need for current public information under any section of Rule 144 (or any similar provision then in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Parent may, upon written notice (which notice shall include a certificate signed by an executive officer of Parent that Parent is suspending the use of the prospectus, a general statement of the reason for the suspension and an estimate of the length of the suspension) to any Selling Holder Stockholder whose shares of Registrable Securities Stock are included in a the Shelf Registration Statement (a “Delay Notice”)Statement, suspend such Selling HolderStockholder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder Stockholder shall suspend discontinue sales of the shares of Registrable Securities Stock pursuant to such the Shelf Registration Statement, but such Stockholder may settle any prior sales of Registrable Stock) if (ia) the Partnership Parent is pursuing an a material financing, acquisition, merger, joint venture, reorganization, disposition or other similar transaction or Parent is resolving comments on its public filings with the Commission or other similar events and the Partnership Board or the Chief Executive Officer of Parent determines in good faith and on the advice of counsel that the PartnershipParent’s ability to pursue or consummate such a transaction or resolve such comments would be materially and adversely affected by any required disclosure of such transaction or comments in such the Shelf Registration Statement Statement, or (iib) the Partnership Parent has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselBoard or the Chief Executive Officer of Parent, would materially and adversely affect the Partnership (each, a “Grace Period”)be premature; provided, however, that in no event shall any Grace Period such suspension period exceed thirty (30) consecutive Trading Days, or an aggregate of sixty one hundred twenty (60120) Trading Days during days in any three hundred sixty five (consecutive 365) -day period and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsperiod. Upon disclosure of such information or the termination of the condition described above, the Partnership Parent shall promptly (x) provide prompt written notice to the Selling Holders whose Registrable Securities are included in such Registration StatementStockholder Representative, and shall promptly (y) terminate any suspension of sales it has put into effect and shall (z) take such other actions necessary or appropriate to permit registered sales of Registrable Securities Stock as required or contemplated in by this Agreement. For purposes of determining the length , including, if necessary, preparation and filing of a Grace Period abovepost-effective amendment or prospectus supplement so that the Shelf Registration Statement and any prospectus forming a part thereof will not include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later in light of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to circumstances in such notice. Notwithstanding anything to the contrarywhich they were made, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Actmisleading.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Effective Date, the Partnership Company may, upon written notice (a “Delay Notice”) to any (i) all Holders, delay the filing of a Shelf Registration Statement required under Section 2.01, or (ii) all Selling Holder Holders whose Registrable Securities are included in a Shelf Registration Statement (a “Delay Notice”)or other registration statement contemplated by this Agreement, suspend such Selling Holder’s Holders’ use of any prospectus which that is a part of such Shelf Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Shelf Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if the Company (ix) the Partnership is pursuing an acquisition, merger, tender offer, reorganization, disposition disposition, financing, securities offering or other similar transaction and the Partnership Board determines in good faith and on that (A) the advice of counsel that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Shelf Registration Statement or other registration statement (iiin each case, including any document incorporated by reference therein) or (B) such transaction or the Partnership pursuit thereof renders the Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable, (y) has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership and its counselBoard, would materially and adversely affect the Partnership Company or (eachz) would, in the absence of such delay or suspension, either be required to prematurely disclose material information that the Company has a “Grace Period”)bona fide business purpose for preserving as confidential or would be rendered unable to comply with the requirements under the Securities Act or the Exchange Act; provided, however, that in no event shall any Grace Period exceed thirty (30A) consecutive Trading Days, such filing of such Shelf Registration Statement be delayed under this Section 2.02 for a period that exceeds 90 calendar days or (B) such Selling Holders be suspended under this Section 2.02 from selling Registrable Securities pursuant to such Shelf Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) Trading Days during 90 calendar days in any three hundred sixty five (365) 365 calendar-day period period. The Holders agree to keep the existence and the first day contents of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the existence of material, non-public confidential and not to use such information giving rise to the delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which the Grace Period beginsfor any other purpose. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt written notice notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Shelf Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrarycontrary in this Agreement, the Partnership Company may amend any Shelf Registration Statement as necessary (the “Financing Amendments”) to include Registrable Securities under this Agreement or any other Registration Rights Agreement with Lenders, and any lapse in effectiveness of such Financing Amendment shall cause its transfer agent be deemed not to deliver unlegended Common Units to constitute a transferee suspension of Selling Shareholders’ use of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.prospectus under Section 2.02(ii). Section 2.03. [Reserved]