Common use of Black-Out Period Clause in Contracts

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Shares pursuant to the Registration Statement until the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred if: (i) the managing underwriter or underwriters of an Underwritten Offering of Common Shares has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the LP in good faith has determined that the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the LP has determined in good faith, that it is required by law, or that it is in the best interests of the Company, to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that the Prospectus included in the Registration Statement (1) contains the financial information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment.

Black-Out Period. (a) Subject Anything in this Agreement to the contrary notwithstanding, subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement 5 following the effectiveness of a Registration Statement (and the filings with any internationalStatement, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Shares Securities pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but for no more than an aggregate of one-hundred (120) days in any rolling twelve (12)-month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling 90-day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective), if any of the following events shall be deemed to have occurred ifoccur: (i) a majority of the managing underwriter or underwriters members of an Underwritten Offering of Common Shares has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the LP Company shall have determined in good faith has determined that (1) the offer or sale of any Registrable Shares Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant transaction involving the Company; , (2) after the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (iiiz) the proposed transaction renders the Company unable to comply with Commission requirements; (ii) a majority of the members of the Board of Directors of the LP Company shall have determined in good faith that (1) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred and is continuing; and (2) the disclosure of this material non-public information would be detrimental to the Company; (iii) a majority of the members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any Prospectus required under Section 10(a)(3) of the Securities Act; , (2) discloses reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectus; set forth therein, or (3) discloses including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information; or (iv) a majority of the members of the Board of Directors of the Company shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Company may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any Suspension Eventsuch suspension under clauses (iii) or (iv), the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares Securities as soon as reasonably practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment.

Black-Out Period. (a) Subject to the provisions of this Section 5, 6 and a good faith determination by a majority of the members of the Board of Directors of the Company shall have that it is in the right, but not best interests of the obligation, from time to time Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares Securities pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of sixty (60)-days in any rolling twelve (12)-month period commencing on the Closing Date, or thirty (30)-days in any rolling ninety (90)-day period, and no more than two (2) separate times in any rolling 12 month period) if any of the following events shall be deemed to have occurred ifoccur: (i) a primary Underwritten Offering by the Company where the Company is advised by the representative of the managing underwriter or underwriters of an for such Underwritten Offering of Common Shares has advised the Company that the offer or sale of Registrable Shares Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s 's Underwritten Offering; (ii) a majority of the members of the Board of Directors of the LP Company in good faith has determined determine that (A) the offer or sale of any Registrable Shares Securities would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant similar material transaction involving the Company, (B) after the advice of counsel, sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) disclosure could have a material adverse effect on the Company or the Company's ability to consummate such transaction in each case under circumstances that would make it impracticable 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 (iii) a majority of the members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (A) including in the Registration Statement (1) contains the financial information any Prospectus required under Section 10(a)(3) of the Securities Act; (2B) discloses reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Prospectus; or (3) discloses Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 5 and a good faith determination by the Company shall have that it is in the right, but not best interests of the obligation, from time to time Company to suspend the use of the Resale Registration Statement Statement, following the effectiveness of a Resale Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or Review Parties with respect to such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Resale Registration Statement has been suspended and shall the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Resale Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred if: Company reasonably may determine is necessary and advisable (but in no event (x) on more than two occasions during any rolling 12-month period, (y) for more than an aggregate of ninety (90) days in any rolling twelve (12) month period or (z) for more than sixty (60) days in any rolling ninety (90) day period), if (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Resale Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; , (ii) the Board of Directors of the LP Company shall have determined in good faith has determined that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization merger, tender offer, business combination or other significant transaction involving the Company; , (B) upon the advice of counsel, the sale of Registrable Shares pursuant to the Resale Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law or SEC Guidance, and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Resale Registration Statement (or such filings) to become effective or to promptly amend or supplement the Resale Registration Statement on a post-effective basis, as applicable, or (iii) the Board of Directors of the LP has Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company, Company to supplement the Resale Registration Statement or file a post-effective amendment to the Resale Registration Statement in order to ensure that incorporate information into the Prospectus included Resale Registration Statement for the purpose of (A) including in the Resale Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; , (2B) discloses reflecting in the Prospectus included in the Resale Registration Statement any facts or events arising after the effective date of the Resale Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein or (C) including in the Prospectus included in the Prospectus; or (3) discloses Resale Registration Statement any material information with respect to the plan of distribution not disclosed in the Resale Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Resale Registration Statement to become effective or to promptly amend or supplement the Resale Registration Statement on a post-effective basis or to take such other action or actions as is necessary to make resumed use of the Resale Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 6 and a good faith determination by a majority of the independent members of the board of trustees of the Company shall have (the right, but not “Board of Trustees”) that it is in the obligation, from time to time best interests of the Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to FBR and the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90) day period), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the majority of the independent members of the Board of Directors of the LP Trustees shall have determined in good faith has determined that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) renders the 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 (iii) the majority of the independent members of the Board of Directors of the LP has Trustees shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company, Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement 5 following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend may direct the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension EventHolders, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”in accordance with Section 5(b), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any consecutive twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any consecutive 90-day period, except as a result of a review of any post-effective amendment by the Commission prior to declaring any post-effective amendment to the Registration Statement until effective, provided the Suspension Event Company has ended. A “Suspension Event” used all commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering's initial public offering; (ii) the majority of the members of the Board of Directors of the LP Company shall have determined in good faith has determined that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant transaction involving the Company, (2) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transaction, or (z) the proposed transaction renders the 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 (iii) the majority of the members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s 's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject Anything in this Agreement to the contrary notwithstanding, subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension EventStatement, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Shares Securities pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Corporation reasonably may determine is necessary and advisable (but for no more than an aggregate of one hundred (120) days in any rolling 12-month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling 90-day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective), if any of the following events shall be deemed to have occurred ifoccur: (i) a majority of the managing underwriter or underwriters members of an Underwritten Offering of Common Shares has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the LP Corporation shall have determined in good faith has determined that (A) the offer or sale of any Registrable Shares Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant transaction involving the Company; Corporation, (B) upon the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable law, and (C) either (1) the Corporation has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Corporation or the Corporation’s ability to consummate such transaction, or (iii3) the proposed transaction renders the Corporation unable to comply with Commission requirements; (ii) a majority of the members of the Board of Directors of the LP Corporation shall have determined in good faith that (A) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (B) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (A) including in the Registration Statement (1) contains the financial information any Prospectus required under Section 10(a)(3) of the Securities Act; , (2B) discloses reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein, or (C) including in the Prospectus included in the Prospectus; or (3) discloses Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any Suspension Eventsuch suspension under clauses (iii) or (iv), the Company Corporation shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the CompanyCorporation’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares Securities as soon as reasonably practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment.

Black-Out Period. (a) Subject Notwithstanding any other provision of this Agreement to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions)contrary, if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means Board reasonably determines that the Company reasonably believes to be a reliable means registration and distribution of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Shares pursuant to the Registration Statement until the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred if: Securities (i) the managing underwriter or underwriters of an Underwritten Offering of Common Shares has advised the Company that the offer or sale of Registrable Shares pursuant would reasonably be expected to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the LP in good faith has determined that the offer or sale of any Registrable Shares would materially impede, delay or interfere with with, or require premature disclosure of, any proposed material financing, offer or sale of securitiesoffering, acquisition, merger, corporate reorganization reorganization, segment reclassification or discontinuation of operations, or other significant transaction or any negotiations, discussions or pending proposals with respect thereto, involving the Company; Company or any of its Subsidiaries, or (iiiii) would require disclosure of non-public material information, the Board disclosure of Directors of the LP has determined in good faith, that it is required by law, or that it is in the best interests of which would reasonably be expected to adversely affect the Company, to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that the Prospectus included in the Registration Statement (1) contains the financial information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts (x) be entitled to cause postpone the Registration Statement to become effective filing or to promptly amend effectiveness or supplement suspend the Registration Statement or to take such action as is necessary to make resumed effectiveness of a registration statement and/or the use of any prospectus for a period of time not to exceed sixty (60) days and (y) promptly give the Registration Statement compatible with Stockholders written notice of such postponement or suspension (which notice need not specify the Company’s best interests, as applicable, so as to permit the Holders to resume sales nature of the Registrable Shares as soon as practicable. In no event shall giving rise to such suspension); provided, that the Company shall not utilize the right described in Section 3.1(b) more than once in any six (6) month period and provided further that the Company may extend such period to be up to ninety (90) days in the aggregate, but if it elects to do so it shall not be permitted to suspend impose a subsequent black out period until a time that is more than six (6) months after the use end of such extended black out period. Notwithstanding anything to the contrary set forth herein, any application of the provisions of Section 2.2(c) of this Agreement that results in a postponement of the effectiveness of a Registration Statement registration statement pursuant to this Section 3.1(e) shall not be included in any 12calculating the 60-month day period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post90-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentday period above.

Black-Out Period. (a) Subject to the provisions of this Section 57, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares Securities pursuant to the a Registration Statement until the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred if: (i) the managing underwriter or underwriters of an Underwritten Offering of Common Shares has advised for such times as the Company that reasonably may determine is necessary and advisable if a majority of the offer or sale independent members of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the LP in good faith has determined that the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it the Company is required by law, rule or regulation, or that it is in the best interests of the Company, to (i) supplement the Registration Statement prospectus or (ii) file a post-effective amendment to the Registration Statement in order the case of (i) or (ii) to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. In no event may a suspension in the case of (i) last for more than five (5) business days in any singular instance and in the case of (i) and (ii) cumulatively last for more than an aggregate of ninety (90) days in any rolling twelve (12) month period commencing on the Closing Date or for more than an aggregate of sixty (60) days in any rolling ninety (90) day period, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company shall have used all commercially reasonable best efforts to cause such post-effective amendment to be declared effective, in which case the suspension shall be terminated immediately following the effective date of the post-effective amendment to the Registration Statement. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 5 and a good faith determination by a majority of the independent members of the board of directors of the Company shall have (the right, but not "Board of Directors") that it is in the obligation, from time to time best interests of the Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to FBR and the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90-) day period), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering's primary offering; (ii) the majority of the independent members of the Board of Directors of the LP Company shall have determined in good faith has determined that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transaction, or (z) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to promptly amend or supplement the Registration Statement; or (iii) the majority of the independent members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company, Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s 's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 57, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Registration Statement until the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred if: (i) the managing underwriter or underwriters of an Underwritten Offering of Common Shares has advised for such times as the Company that reasonably may determine is necessary and advisable if a majority of the offer or sale independent members of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the LP in good faith has determined that the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it the Company is required by law, rule or regulation, or that it is in the best interests of the Company, to (i) supplement the Registration Statement prospectus or (ii) file a post-effective amendment to the Registration Statement in order the case of (i) or (ii) to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information; PROVIDED, HOWEVER, that the foregoing provisions (i) and (ii) shall only apply to a Shelf Registration Statement filed on Form S-11 under the Securities Act. In no event may a suspension in the case of (i) last for more than five (5) business days in any singular instance and in the case of (i) and (ii) cumulatively last for more than an aggregate of ninety (90) days in any rolling twelve (12) month period commencing on the Closing Date or for more than an aggregate of sixty (60) days in any rolling ninety (90) day period, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company shall have used all commercially reasonable best efforts to cause such post-effective amendment to be declared effective, in which case the suspension shall be terminated immediately following the effective date of the post-effective amendment to the Registration Statement. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to FBR and the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any consecutive twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any consecutive ninety (90)-day period, except as a result of a review of any post-effective amendment by the Commission prior to declaring any post effective amendment to the Registration Statement until effective, provided the Suspension Event Company has ended. A “Suspension Event” used all commercially reasonable efforts to cause such post effective amendment to be declared effective, if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offeringinitial public offering; (ii) the majority of the members of the Board of Directors of the LP Company shall have determined in good faith has determined that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant transaction involving the Company, (2) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, or (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) the proposed transaction renders the 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 (iii) the majority of the members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution or any information required under Item 507 of Regulation S-K not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject Anything in this Agreement to the contrary notwithstanding, subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension EventStatement, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Shares Securities pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Corporation reasonably may determine is necessary and advisable (but for no more than an aggregate of one-hundred (120) days in any rolling twelve (12)-month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling 90-day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective), if any of the following events shall be deemed to have occurred ifoccur: (i) a majority of the managing underwriter or underwriters members of an Underwritten Offering of Common Shares has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the LP Corporation shall have determined in good faith has determined that (1) the offer or sale of any Registrable Shares Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant transaction involving the Company; Corporation, (2) after the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable law, and (3) either (x) the Corporation has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Corporation or the Corporation’s ability to consummate such transaction, or (iiiz) the proposed transaction renders the Corporation unable to comply with Commission requirements; (ii) a majority of the members of the Board of Directors of the LP Corporation shall have determined in good faith that (1) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (2) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any Prospectus required under Section 10(a)(3) of the Securities Act; , (2) discloses reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectus; set forth therein, or (3) discloses including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any Suspension Eventsuch suspension under clauses (iii) or (iv), the Company Corporation shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the CompanyCorporation’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares Securities as soon as reasonably practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment.

Black-Out Period. (a) Subject to the provisions of this Section 5, 6 and a good faith determination by the Company shall have that it is in the right, but not best interests of the obligation, from time to time Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to FBR and the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90) day period), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Board of Directors of the LP Company shall have determined in good faith has determined that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the 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 (iii) the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company, Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (A) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2B) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the prospectus included in the Prospectus; or (3) discloses Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 6 and a good faith determination by a majority of the members of the Board of Directors of the Company shall have that it is in the right, but not best interests of the obligation, from time to time Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares Securities pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of sixty (60)-days in any rolling twelve (12)-month period commencing on the Closing Date, or thirty (30)-days in any rolling ninety (90)-day period, and no more than two (2) separate times in any rolling 12 month period) if any of the following events shall be deemed to have occurred ifoccur: (i) a primary Underwritten Offering by the Company where the Company is advised by the representative of the managing underwriter or underwriters of an for such Underwritten Offering of Common Shares has advised the Company that the offer or sale of Registrable Shares Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) a majority of the members of the Board of Directors of the LP Company in good faith has determined determine that (A) the offer or sale of any Registrable Shares Securities would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant similar material transaction involving the Company, (B) after the advice of counsel, sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) disclosure could have a material adverse effect on the Company or the Company’s ability to consummate such transaction in each case under circumstances that would make it impracticable 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 (iii) a majority of the members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (A) including in the Registration Statement (1) contains the financial information any Prospectus required under Section 10(a)(3) of the Securities Act; (2B) discloses reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Prospectus; or (3) discloses Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to Issuer may suspend the use of the Registration Statement following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to a Registration Statement, in each case by written notice to FBR and the Registration Statement until Holders, for such times as the Suspension Event has ended. A “Suspension Event” Issuer reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Time or more than sixty (60) days in any rolling ninety (90)-day period, and no more than three (3) separate times in any rolling 12-month period) if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or underwriters of an Underwritten Offering of Common primary Shares by the Issuer has advised the Company Issuer that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten OfferingIssuer's primary offering; (ii) the majority of the members of the Board of Directors Trustees of the LP Issuer in good faith has determined determine that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant similar material transaction involving the CompanyIssuer, (B) after the advice of counsel, sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) disclosure would have a material adverse effect on the Issuer or the Issuer's ability to consummate such transaction, 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 (iii) the majority of the members of the Board of Directors Trustees of the LP has Issuer shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any Prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that individually, or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuspension described in (ii) and (iii) above, the Company Issuer shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 6 and a good faith determination by a majority of the members of the Board of Directors of the Company shall have that it is in the right, but not best interests of the obligation, from time to time Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares Securities pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of sixty (60)-days in any rolling twelve (12)-month period commencing on the Closing Date, or thirty (30)-days in any rolling ninety (90)-day period, and no more than two (2) separate times in any rolling 12 month period) if any of the following events shall be deemed to have occurred ifoccur: (i) a primary Underwritten Offering by the Company where the Company is advised by the representative of the managing underwriter or underwriters of an for such Underwritten Offering of Common Shares has advised the Company that the offer or sale of Registrable Shares Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) a majority of the members of the Board of Directors of the LP Company in good faith has determined determine that (A) the offer or sale of any Registrable Shares Securities would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant similar material transaction involving the Company, (B) after the advice of counsel, sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) disclosure could have a material adverse effect on the Company or the Company’s ability to consummate such transaction in each case under circumstances that would make it impracticable 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 (iii) a majority of the members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (A) including in the Registration Statement (1) contains the financial information any Prospectus required under Section 10(a)(3) of the Securities Act; (2B) discloses reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Prospectus; or (3) discloses Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject Anything in this Agreement to the contrary notwithstanding, subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension EventStatement, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Shares Securities pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Corporation reasonably may determine is necessary and advisable (but for no more than an aggregate of one-hundred (120) days in any rolling twelve (12)-month period (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling 90-day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective), if any of the following events shall be deemed to have occurred ifoccur: (i) a majority of the managing underwriter or underwriters members of an Underwritten Offering of Common Shares has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the LP Corporation shall have determined in good faith has determined that (1) the offer or sale of any Registrable Shares Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant transaction involving the Company; Corporation, (2) after the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable law, and (3) either (x) the Corporation has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Corporation or the Corporation’s ability to consummate such transaction, or (iiiz) the proposed transaction renders the Corporation unable to comply with Commission requirements; (ii) a majority of the members of the Board of Directors of the LP Corporation shall have determined in good faith that (1) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred subsequent to the date of such Prospectus and is continuing; and (2) the disclosure of this material non-public information would be detrimental to the Corporation; (iii) a majority of the members of the Board of Directors of the Corporation shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any Prospectus required under Section 10(a)(3) of the Securities Act; , (2) discloses reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectus; set forth therein, or (3) discloses including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information; or (iv) a majority of the members of the Board of Directors of the Corporation shall have determined to convert the Resale Registration Statement on Form S-1 to a Resale Registration Statement on Form S-3. In addition, the Corporation may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c). Upon the occurrence of any Suspension Eventsuch suspension under clause (iii) or (iv), the Company Corporation shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the CompanyCorporation’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares Securities as soon as reasonably practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment.

Black-Out Period. (a) Subject to the provisions of this Section 5, 6 and a good faith determination by a majority of the independent members of the board of directors of the Company shall have (the right, but not “Board of Directors”) that it is in the obligation, from time to time best interests of the Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to FBR and the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90) day period), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the majority of the independent members of the Board of Directors of the LP Company shall have determined in good faith has determined that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) renders the 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 (iii) the majority of the independent members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company, Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 5 and a good faith determination by a majority of the independent members of the Board of Directors that it is in the best interests of the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of90 days in any rolling 12-month period commencing on the Closing Date or more than 60 days in any rolling 90-day period), so long as in each of the cases the New Holders are given a substantially similar notice and are required to suspend sales for the same period, if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the majority of the independent members of the Board of Directors of the LP shall have determined in good faith has determined that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) the disclosure would render the 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 (iii) the majority of the independent members of the Board of Directors of the LP has shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company, Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of ( 1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(310(a )(3) of the Securities Act; (2) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 5 and a good faith determination by a majority of the independent members of the Board of Directors of the Company shall have that it is in compliance with the right, but not terms hereof and that it is in the obligation, from time to time best interests of the Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and FBR, Selling Holders’ ' Counsel, if any, and by written noticethe Holders, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of 90 days in any rolling 12 month period commencing on the closing date of the transactions contemplated by the Purchase/Placement Agreement), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares Stock by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s 's Underwritten Offering; (ii) a majority of the independent directors of the Board of Directors of the LP Company determines in good faith has determined that the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, business combination, corporate reorganization or other significant similar material transaction involving the Company; or (iii) a majority of the independent directors of the Board of Directors of the LP has determined Company determines in good faith, faith that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the any financial information required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially every reasonable efforts effort to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 5 and a good faith determination by a majority of the independent members of the Board of Directors of the Company shall have that it is in the right, but not best interests of the obligation, from time to time Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to FBR and the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling 90-day period), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offeringprimary offering; (ii) the majority of the independent members of the Board of Directors of the LP Company shall have determined in good faith has determined that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, amalgamation, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the 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 (iii) the majority of the independent members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it the Company is required by law, rule or regulation or that it is in the best interests of the Company, Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement 5 following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to FBR and the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling 90-day period, except as a result of a review of any post-effective amendment by the Commission prior to declaring any post-effective amendment to the Registration Statement until effective, provided the Suspension Event Company has ended. A “Suspension Event” used all commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offeringinitial public offering; (ii) the majority of the members of the Board of Directors of the LP Company shall have determined in good faith has determined that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant transaction involving the Company, (2) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) the proposed transaction renders the 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 (iii) the majority of the members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement 5 following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend may direct the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension EventHolders, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”in accordance with Section 5(b), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any consecutive twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any consecutive ninety (90)-day period, except as a result of a request pursuant to Section 7 hereof or as a result of a review of any post-effective amendment by the Commission prior to declaring any post effective amendment to the Registration Statement until effective, provided the Suspension Event Company has ended. A “Suspension Event” used all commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering's initial public offering; (ii) the majority of the members of the Board of Directors of the LP Company shall have determined in good faith has determined that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant transaction involving the Company, (2) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transaction, or (z) the proposed transaction renders the 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 (iii) the majority of the members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s 's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 6 and a good faith determination by a majority of the independent members of the Board of Directors that it is in the best interests of the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to FBR and the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of 90 days in any rolling 12 month period commencing on the Closing Date or more than 60 days in any rolling 90 day period), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the majority of the independent members of the Board of Directors of the LP shall have determined in good faith has determined that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company, (B) upon the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or information or (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, 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 (iii) the majority of the independent members of the Board of Directors of the LP has shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company, Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; (3) correcting any misstatement or omission in the Registration Statement or the Prospectus included therein; or (4) including in the Prospectus included in the Prospectus; or (3) discloses Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 5 and a good faith determination by a majority of the Board of Directors of the Company shall have that it is in the right, but not best interests of the obligation, from time to time Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any twelve (12)-month period commencing on the Closing Time), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or underwriters of an Underwritten Offering of Common Shares has advised primary shares by the Company where the Company is advised by the representative of the underwriters for such Underwritten Offering that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offeringprimary offering; (ii) pending negotiations relating to, or the Board consummation of, a transaction or the occurrence of Directors an event (x) that would require additional disclosure of material information by the LP Company in good faith the Registration Statement (or such filings) and which has determined not been so disclosed, (y) as to which the Company has a bona fide business purpose for preserving confidentiality, or (z) that renders the offer Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or sale of any Registrable Shares would materially impedeinadvisable 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, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Companyas applicable; or (iii) the Board of Directors of the LP has Company shall have determined in good faith, that it is required by law, or faith that it is in the best interests of the Company, Company and its stockholders to supplement suspend the use of the Registration Statement or file a post-effective amendment to the Registration Statement for reasons other than as set forth in order to ensure that the Prospectus included in the Registration Statement subparagraphs (1i) contains the financial information required under Section 10(a)(3and (ii) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such informationabove. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions)) , if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, Purchasers as provided for herein and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders notice as provided for herein (a “Suspension Notice”), shall notify such partiesthe Holders, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Shares pursuant to the Registration Statement until the Suspension Event has ended. A “Suspension Event” Event shall be deemed to have occurred if: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares common stock of the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the LP Company in good faith has determined that the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the LP Company has determined in good faith, that it is required by law, or that it is in the best interests of the Company, to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that the Prospectus included in the Registration Statement (1) contains the financial information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any twelve (12-) month period for more than 45 forty-five (45) consecutive days or for more than an aggregate of 90 ninety (90) days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment.

Black-Out Period. (a) Subject to the provisions of this Section 5, 5 and a good faith determination by a majority of the independent members of the board of directors of the Company shall have that it is in compliance with the right, but not terms hereof and that it is in the obligation, from time to time best interests of the Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to FBR and the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than forty five (45) days in any rolling 90-day period, and no more than three (3) separate times in any rolling twelve (12)-month period), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offeringprimary offering; (ii) the Board of Directors majority of the LP independent members of the board of directors of the Company shall have determined in good faith has determined that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) the Company is 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 (iii) the Board of Directors majority of the LP has independent members of the board of directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that individually or in the aggregate represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend may direct the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension EventHolders, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”in accordance with Section 5(b), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any consecutive twelve (l2)-month period commencing on the Closing Date or more than sixty (60) days in any consecutive 90-day period except as a result of a review of any post-effective amendment by the Commission prior to declaring any post-effective amendment to the Registration Statement until effective, provided the Suspension Event Company has ended. A “Suspension Event” used all commercially reasonable efforts to cause such post effective amendment to be declared effective), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering's initial public offering; (ii) the majority of the members of the Board of Directors of the LP Company shall have determined in good faith has determined that the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender-offer, business combination, corporate reorganization or other significant transaction involving the Company; or (iii) after the advice of counsel, the majority of the members of the Board of Directors of the LP Company shall determine, in good faith, that the offer or sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and (x) the Company has a bona fide business purposes for preserving the confidentiality of such information and (y) the nondisclosure of such information would cause the Registration Statement to fail to comply with Commission requirements; or (iv) after the advice of counsel, the majority of the members of the Board of Directors of the Company shall have determined in good faith, that it the Company is required by law, rule or that it is in the best interests of the Company, regulation or Commission published release or interpretation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its all commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s 's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 5 and a good faith determination by a majority of the independent members of the board of directors of the Company shall have (the right, but not “Board of Directors”) that it is in the obligation, from time to time best interests of the Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90) day period), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the majority of the independent members of the Board of Directors of the LP Company shall have determined in good faith has determined that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) renders the 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 (iii) the majority of the independent members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company, Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 5 and a good faith determination by the Company shall have that it is in the right, but not best interests of the obligation, from time to time Company to suspend the use of the Resale Registration Statement Statement, following the effectiveness of a Resale Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or Review Parties with respect to such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Resale Registration Statement has been suspended and shall the Holders, may direct the Holders to suspend sales of the Registrable Shares Securities pursuant to the a Resale Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred if: Company reasonably may determine is necessary and advisable (but in no event (x) on more than two occasions during any rolling 12-month period, (y) for more than an aggregate of ninety (90) days in any rolling twelve (12) month period or (z) for more than sixty (60) days in any rolling ninety (90) day period), if (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares Securities pursuant to the Resale Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; , (ii) the Board of Directors of the LP Company shall have determined in good faith has determined that (A) the offer or sale of any Registrable Shares Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization merger, tender offer, business combination or other significant transaction involving the Company; , (B) upon the advice of counsel, the sale of Registrable Securities pursuant to the Resale Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law or SEC Guidance, and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Resale Registration Statement (or such filings) to become effective or to promptly amend or supplement the Resale Registration Statement on a post-effective basis, as applicable, or (iii) the Board of Directors of the LP has Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company, Company to supplement the Resale Registration Statement or file a post-effective amendment to the Resale Registration Statement in order to ensure that incorporate information into the Prospectus included Resale Registration Statement for the purpose of (A) including in the Resale Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; , (2B) discloses reflecting in the Prospectus included in the Resale Registration Statement any facts or events arising after the effective date of the Resale Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein or (C) including in the Prospectus included in the Prospectus; or (3) discloses Resale Registration Statement any material information with respect to the plan of distribution not disclosed in the Resale Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Resale Registration Statement to become effective or to promptly amend or supplement the Resale Registration Statement on a post-effective basis or to take such other action or actions as is necessary to make resumed use of the Resale Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject Anything in this Agreement to the contrary notwithstanding, subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement 5 following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension EventStatement, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall Partnership may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Shares Securities pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Partnership reasonably may determine is necessary and advisable (but for no more than an aggregate of one-hundred (120) days in any rolling twelve (12)-month period commencing on the Closing Date (provided that no more than sixty (60) days of such one hundred twenty (120) days may be as a result of the following events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective)) or for more than sixty (60) days in any rolling 90-day period as a result of such events (after excluding the days between the filing of any post-effective amendment to a registration statement with the Commission as a result of such events through the day such post-effective amendment is declared effective), if any of the following events shall be deemed to have occurred ifoccur: (i) a majority of the managing underwriter or underwriters members of an Underwritten Offering of Common Shares has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the LP Partnership shall have determined in good faith has determined that (1) the offer or sale of any Registrable Shares Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant transaction involving the Company; Partnership, (2) after the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Partnership has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Partnership or the Partnership's ability to consummate such transaction, or (iiiz) the proposed transaction renders the Partnership unable to comply with Commission requirements; (ii) a majority of the members of the Board of Directors of the LP Partnership shall have determined in good faith that (1) the Prospectus included in the Registration Statement contains a material misstatement or omission as a result of an event that has occurred and is continuing; and (2) the disclosure of this material non-public information would be detrimental to the Partnership; (iii) a majority of the members of the Board of Directors of the Partnership shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any Prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information; or (iv) a majority of the members of the Board of Directors of the Partnership shall have determined to convert the Shelf Registration Statement to an S-3 Shelf Registration Statement. In addition, the Partnership may direct the Holders in accordance with Section 5(b) to suspend sales of the Registrable Securities pursuant to a Registration Statement from time to time under Section 4(a)(ii) and Section 4(c) hereof. Upon the occurrence of any Suspension Eventsuch suspension under clauses (iii) or (iv), the Company Partnership shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s Partnership's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares Securities as soon as reasonably practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment.

Black-Out Period. (a) Subject to the provisions of this Section 5, 5 and a good faith determination by a majority of the independent members of the Board of Directors of the Company shall have that it is in the right, but not best interests of the obligation, from time to time Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to FBR and the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90)-days in any rolling twelve (12)-month period commencing on the Closing Time, or thirty (30)-days in any rolling ninety (90)-day period, and no more than three (3) separate times in any rolling 12 month period) if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or underwriters of an a primary Underwritten Offering of Common Shares has advised by the Company where the Company is advised by the representative of the underwriters for such Underwritten Offering that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the majority of the independent members of the Board of Directors of the LP Company in good faith has determined determine that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant similar material transaction involving the Company, (B) after the advice of counsel, sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction in each case under circumstances that would make it impracticable 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 (iii) the majority of the independent members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (A) including in the Registration Statement (1) contains the financial information any Prospectus required under Section 10(a)(3) of the Securities Act; (2B) discloses reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Prospectus; or (3) discloses Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 4 and a good faith determination by a majority of the members of the Board of Directors of the Company shall have that it is in the right, but not best interests of the obligation, from time to time Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares Securities pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of sixty (60) days in any rolling twelve (12)-month period commencing on the Closing Date, or thirty (30) days in any rolling ninety (90)-day period, and no more than two (2) separate times in any rolling twelve (12)-month period) if any of the following events shall be deemed to have occurred ifoccur: (i) a primary Underwritten Offering by the Company where the Company is advised by the representative of the managing underwriter or underwriters of an for such Underwritten Offering of Common Shares has advised the Company that the offer or sale of Registrable Shares Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s 's Underwritten Offering; (ii) a majority of the members of the Board of Directors of the LP Company in good faith has determined determine that (A) the offer or sale of any Registrable Shares Securities would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant similar material transaction involving the Company, (B) after the advice of counsel, sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) disclosure could have a material adverse effect on the Company or the Company's ability to consummate such transaction in each case under circumstances that would make it impracticable 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 (iii) a majority of the members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (A) including in the Registration Statement (1) contains the financial information any Prospectus required under Section 10(a)(3) of the Securities Act; , (2B) discloses reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein, or (C) including in the Prospectus included in the Prospectus; or (3) discloses Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicablepossible. In no event shall Notwithstanding the foregoing, (x) the Company be permitted to may not suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following pursuant to clauses (i) or (ii) of this Section 4(a) unless it simultaneously suspends the effective date registration statements relating to any other securities of the post-effective amendmentCompany which the Company has filed and maintains for resale of such securities other than Registrations on Form S-8("Other Registrations") and (y) the suspension of the Registration Statement shall not commence earlier than, or end later than, the suspension of any Other Registration.

Black-Out Period. (a) 5.1 Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Existing Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Existing Holders to suspend sales of the Existing Holder Registrable Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or underwriters of an Underwritten Offering of Common Shares has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the LP Company shall have determined in good faith has determined that (A) the offer or sale of any Existing Holder Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Existing Holder Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (I) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (II) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (III) renders the 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 (iiiii) the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company, Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (A) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2B) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (C) including in the prospectus included in the Prospectus; or (3) discloses Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment.

Black-Out Period. (a) Subject to the provisions of this Section 5, 6 and a good faith determination by a majority of the independent members of the board of directors of the Company shall have (the right, but not “Board of Directors”) that it is in the obligation, from time to time best interests of the Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to FBR and the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90) day period), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the majority of the independent members of the Board of Directors of the LP shall have determined in good faith has determined that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) renders the 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 (iii) the majority of the independent members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company, Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement or any misstatement or omission in the Prospectus (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time time, to suspend the use of the a Registration Statement following the effectiveness of a the Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined belowherein) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ ' Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “"Suspension Notice”"), shall notify such parties, parties in writing that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Shares Securities pursuant to the Registration Statement until the Suspension Event has ended. A “"Suspension Event” " shall be deemed to have occurred if: (i) the managing underwriter or underwriters underwriter(s) of an Underwritten Offering of Common Shares has advised the Company that the offer or sale of Registrable Shares Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s 's Underwritten Offering; (ii) the Board of Directors of the LP Company in good faith has determined that the offer or sale of any Registrable Shares Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the LP Company has determined in good faith, that it is required by law, or that it is in the best interests of the Company, to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that the Prospectus included in the Registration Statement (1) contains the financial information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s 's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 30 consecutive days or for more than an aggregate of 90 60 days, except as a result of a refusal by the Commission SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable its best efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment.

Black-Out Period. (a) Subject to the provisions of this Section 5, 5 and a good faith determination by the Company shall have that it is in the right, but not best interests of the obligation, from time to time Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Electing Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Electing Holders to suspend sales of the Registrable Shares Notes pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred if: Company reasonably may determine is necessary and advisable (but in no event (x) on more than two occasions during any rolling 12-month period, (y) for more than an aggregate of ninety (90) days in any rolling twelve (12) month period or (z) for more than sixty (60) days in any rolling ninety (90) day period), if (i) the managing representative of the underwriters or an underwriter in the sale of the Company’s common stock to an underwriter or underwriters of for reoffering to the public (including pursuant to a “block trade” or other similar transaction (such offering, an “Underwritten Offering of Common Shares Offering”) has advised the Company that the offer or sale of Registrable Shares Notes pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; ), (ii) the Board of Directors of the LP Company shall have determined in good faith has determined that (A) the offer or sale of any Registrable Shares Notes would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization merger, tender offer, business combination or other significant transaction involving the Company; , (B) upon the advice of counsel, the sale of Registrable Notes pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law or SEC Guidance, and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the 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 (iii) the Board of Directors of the LP has Company shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company, Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (A) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; , (2B) discloses reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein or (C) including in the Prospectus included in the Prospectus; or (3) discloses Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such other action or actions as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares Notes as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 5 and a good faith determination by a majority of the independent members of the Board of Directors of the Company shall have that it is in compliance with the right, but not terms hereof and that is in the obligation, from time to time best interests of the Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to FBR and the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Time or more than sixty (60) days in any rolling ninety (90)-day period, and no more than three (3) separate times in any rolling 12 month period) if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or underwriters majority of an Underwritten Offering the independent members of Common Shares has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the LP Company in good faith has determined determine that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant similar material transaction involving the Company, (B) after the advice of counsel, sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transaction 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 (iiiii) the majority of the independent members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information, into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any Prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 5 and a good faith determination by a majority of the independent members of the Board of Directors of the Company shall have that it is in compliance with the right, but not terms hereof and that is in the obligation, from time to time best interests of the Company to suspend the use of the Registration Statement following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to FBR and the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Time or more than thirty (30) days in any rolling ninety (90)-day period, and no more than six (6) separate times in any rolling twenty-four (24)-month period) if any of the following events shall be deemed to have occurred ifoccur: (i) a majority of the managing underwriter or underwriters independent members of an Underwritten Offering of Common Shares has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the LP Company in good faith has determined determine that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation, debt or equity financing or other significant similar material transaction involving the Company, (B) after the advice of counsel, sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction 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 (iiiii) the majority of the independent members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any Prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 5 and a good faith determination by a majority of the independent members of the board of directors of the Company shall have (the right, but not "Board of Directors") that it is in the obligation, from time to time best interests of the Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90) day period), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s 's primary Underwritten Offering; (ii) the majority of the independent members of the Board of Directors of the LP Company shall have determined in good faith has determined that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transaction, or (z) renders the 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 (iii) the majority of the independent members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company, Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s 's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to FBR and the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if anymay direct the Holders, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”in accordance with Section 5(b), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any consecutive twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any consecutive ninety (90)-day period, except as a result of a review of any post-effective amendment by the Commission prior to declaring any post-effective amendment to the Registration Statement until effective, provided the Suspension Event Company has ended. A “Suspension Event” used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering's initial public offering; (ii) the majority of the members of the Board of Directors of the LP Company shall have determined in good faith has determined that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant transaction involving the Company, (2) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, or (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transaction, or (z) the proposed transaction renders the 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 (iii) the majority of the members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution or any information required under Item 507 of Regulation S-K not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s 's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement 5 following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend may direct the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension EventHolders, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”in accordance with Section 5(b), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any consecutive twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any consecutive ninety (90)-day period, except as a result of a request pursuant to Section 7 hereof or as a result of a review of any post-effective amendment by the Commission prior to declaring any post effective amendment to the Registration Statement until effective, provided the Suspension Event Company has ended. A “Suspension Event” used all commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offeringinitial public offering; (ii) the majority of the members of the Board of Directors of the LP Company shall have determined in good faith has determined that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant transaction involving the Company, (2) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) the proposed transaction renders the 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 (iii) the majority of the members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 6 and a good faith determination by a majority of the independent members of the Board of Directors of the Company shall have that it is in the right, but not best interests of the obligation, from time to time Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ CounselGroup, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders Group to suspend sales of the Registrable Group Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of 90 days in any consecutive 12-month period commencing on the date of this Agreement or more than 45 days in any consecutive 90-day period), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or underwriters majority of an Underwritten Offering the independent members of Common Shares has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the LP Company shall have determined in good faith has determined that (A) the offer or sale of any Registrable Group Shares would materially impede, delay or interfere with any proposed material financing, offer or sale of securities, acquisition, corporate reorganization or other significant material transaction involving the Company, (B) after the advice of counsel, the sale of Group Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) renders the 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 (iiiii) the majority of the independent members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company, Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders Group to resume sales of the Registrable Group Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement 5 following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend may direct the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension EventHolders, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”in accordance with Section 5(b), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any consecutive twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any consecutive 90-day period, except as a result of a review of any post-effective amendment by the Commission prior to declaring any post-effective amendment to the Registration Statement until effective, provided the Suspension Event Company has ended. A “Suspension Event” used all commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offeringinitial public offering; (ii) the majority of the members of the Board of Directors of the LP Company shall have determined in good faith has determined that (1) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant transaction involving the Company, (2) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (3) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) the proposed transaction renders the 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 (iii) the majority of the members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution or any information required under Item 507 of Regulation S-K not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 6 and a good faith determination by the Company shall have that it is in the right, but not best interests of the obligation, from time to time Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to FBR and the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90) day period), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of Common Shares primary shares by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Board of Directors of the LP Company shall have determined in good faith has determined that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the 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 (iii) the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company, Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (A) including in the Registration Statement (1) contains the financial information any Prospectus required under Section 10(a)(3) of the Securities Act; (2B) discloses reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Prospectus; or (3) discloses Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 5 and a good faith determination by a majority of the Board of Directors of the Company shall have that it is in the right, but not best interests of the obligation, from time to time Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to FBR and the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of sixty (60) days in any twelve (12)-month period commencing on the Closing Time or more than sixty (60) days in any ninety (90)-day period), if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or underwriters of an Underwritten Offering of Common Shares has advised primary shares by the Company where the Company is advised by the representative of the underwriters for such Underwritten Offering that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering's primary offering; (ii) pending negotiations relating to, or the Board consummation of, a transaction or the occurrence of Directors an event (x) that would require additional disclosure of material information by the LP Company in good faith the Registration Statement (or such filings) and which has determined not been so disclosed, (y) as to which the Company has a bona fide business purpose for preserving confidentiality, or (z) that renders the offer Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or sale of any Registrable Shares would materially impedeinadvisable 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, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Companyas applicable; or (iii) the Board of Directors of the LP has Company shall have determined in good faith, that it is required by law, or faith that it is in the best interests of the Company, Company to supplement suspend the use of the Registration Statement or file a post-effective amendment to the Registration Statement for reasons other than as set forth in order to ensure that the Prospectus included in the Registration Statement subparagraphs (1i) contains the financial information required under Section 10(a)(3and (ii) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such informationabove. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s 's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 5 and a good faith determination by a majority of the independent members of the Board of Directors of the Company shall have that it is in the right, but not best interests of the obligation, from time to time Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and FBR, Selling Holders’ Counsel, if any, and by written noticethe Holders, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the Registration Statement until the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred if: (i) the managing underwriter or underwriters of an Underwritten Offering of Common Shares has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the LP in good faith has determined that the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the LP has determined in good faith, that it is required by law, or that it is in the best interests of the Company, to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that the Prospectus included in the Registration Statement (1) contains the financial information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in any 12-month period for more than 45 consecutive days or no event for more than an aggregate of 90 daysninety (90) days in any rolling twelve (12)-month period commencing on the closing date of the transactions contemplated by the Purchase/Placement Agreement or more than sixty (60) days in any rolling ninety (90)-day period, except as a result in the event of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, effective (in which case suspension may continue until the Commission declares such post-effective amendment to be effective), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary offering; (ii) a majority of the Board of Directors of the Company (including at least two of the independent directors) determines in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, or (C) (x) the Company has a bona fide business purposes for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) such transaction renders the 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 (iii) a majority of the Board of Directors of the Company (including at least two of the independent directors) determines in good faith that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall terminate use its commercially reasonable efforts to cause the suspension of Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement immediately following the effective date of the post-effective amendmentas soon as possible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 4 and a good faith determination by a majority of the members of the Board of Directors of the Company shall have that it is in the right, but not best interests of the obligation, from time to time Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares Securities pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of sixty (60) days in any rolling twelve (12)-month period commencing on the Closing Date, or thirty (30) days in any rolling ninety (90)-day period, and no more than two (2) separate times in any rolling twelve (12)-month period) if any of the following events shall be deemed to have occurred ifoccur: (i) a primary Underwritten Offering by the Company where the Company is advised by the representative of the managing underwriter or underwriters of an for such Underwritten Offering of Common Shares has advised the Company that the offer or sale of Registrable Shares Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) a majority of the members of the Board of Directors of the LP Company in good faith has determined determine that (A) the offer or sale of any Registrable Shares Securities would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant similar material transaction involving the Company, (B) after the advice of counsel, sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) disclosure could have a material adverse effect on the Company or the Company’s ability to consummate such transaction in each case under circumstances that would make it impracticable 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 (iii) a majority of the members of the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (A) including in the Registration Statement (1) contains the financial information any Prospectus required under Section 10(a)(3) of the Securities Act; , (2B) discloses reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein, or (C) including in the Prospectus included in the Prospectus; or (3) discloses Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make permit resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicablepossible. In no event shall Notwithstanding the foregoing, (x) the Company be permitted to may not suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following pursuant to clauses (i) or (ii) of this Section 4(a) unless it simultaneously suspends the effective date registration statements relating to any other securities of the post-effective amendmentCompany which the Company has filed and maintains for resale of such securities other than Registrations on Form S-8 (“Other Registrations”) and (y) the suspension of the Registration Statement shall not commence earlier than, or end later than, the suspension of any Other Registration.

Black-Out Period. (a) Subject to the provisions of this Section 57 of this Agreement, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and Selling Holders’ Counsel, if any, and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares Securities pursuant to the a Registration Statement until the Suspension Event has ended. A “Suspension Event” shall be deemed to have occurred if: (i) the managing underwriter or underwriters of an Underwritten Offering of Common Shares has advised for such times as the Company that reasonably may determine is necessary and advisable if a majority of the offer or sale independent members of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the LP in good faith has determined that the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the LP has Company shall have determined in good faith, after the advice of counsel, that it the Company is required by law, rule or regulation, or that it is in the best interests of the Company, to (i) supplement the Registration Statement prospectus or (ii) file a post-effective amendment to the Registration Statement in order the case of (i) or (ii) to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information; provided, however, that the foregoing provisions (i) and (ii) shall only apply to a Shelf Registration Statement filed on Form S-11 under the Securities Act. In no event may a suspension in the case of (i) last for more than five (5) business days in any singular instance and in the case of (i) and (ii) cumulatively last for more than an aggregate of ninety (90) days in any rolling twelve (12) month period commencing on the Closing Date or for more than an aggregate of sixty (60) days in any rolling ninety (90) day period, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company shall have used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the suspension shall be terminated immediately following the effective date of the post-effective amendment to the Registration Statement. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject to the provisions of this Section 5, 5 and a good faith determination by a majority of the independent members of the Board of Directors of the Company shall have that it is in compliance with the right, but not terms hereof and that it is in the obligation, from time to time best interests of the Company to suspend the use of the Registration Statement Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Initial Purchasers/Placement Agents and FBR, Selling Holders’ Counsel, if any, and by written noticethe Holders, email transmission or such other means that the Company reasonably believes to be a reliable means of communication to the Holders (a “Suspension Notice”), shall notify such parties, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders to suspend sales of the Registrable Shares pursuant to the a Registration Statement until for such times as the Suspension Event has ended. A “Suspension Event” Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12) month period and no more than six (6) separate times in any rolling twenty four (24) month period) if any of the following events shall be deemed to have occurred ifoccur: (i) the managing underwriter or representative of the underwriters of an Underwritten Offering of primary shares of Common Shares Stock by the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offeringprimary offering; (ii) a majority of the Board of Directors of the LP Company (including at least two of the independent directors) determines in good faith has determined that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization reorganization, consolidation or other significant material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purposes for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) such transaction renders the 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 (iii) a majority of the Board of Directors of the LP has determined Company (including at least two of the independent directors) determines in good faith, upon the advice of counsel, that it is required by law, rule or that it is in the best interests of the Company, regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any 12-month period for more than 45 consecutive days or for more than an aggregate of 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.