Common use of Effectiveness Deadline Clause in Contracts

Effectiveness Deadline. Following the date hereof, but no later than ninety (90) days prior to the first to occur of (i) the second anniversary of the Closing Date and (ii) the date that any Class C Units are otherwise converted into LP Units (the “Registration Date”), the Partnership shall prepare and file a registration statement (the “First Registration Statement”) under the Securities Act with respect to all of the Registrable Securities other than, if applicable, (x) any Registrable Securities issuable upon conversion of any Class C Units issued as a distribution in kind in lieu of cash distributions after the Registration Date (the “PIK Registrable Securities”) and (y) any LP Units issued as Liquidated Damages. No later than ninety (90) days following the distribution of any PIK Registrable Securities following the filing of the First Registration Statement, if applicable, the Partnership shall prepare and file a registration statement or registration statements, if applicable (collectively, the “PIK Registration Statement” and, together with the First Registration Statement, the “Registration Statements”) under the Securities Act or a post-effective amendment to the First Registration Statement with respect to such PIK Registrable Securities. The Registration Statements filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership. The Partnership shall use its commercially reasonable efforts to cause the Registration Statements to become effective on or as soon as practicable after the date on which they are filed. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statements. The Partnership shall use its commercially reasonable efforts to cause the Registration Statements filed pursuant to this Section 2.01(a) to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statements have ceased to be Registrable Securities (the “Effectiveness Period”). The Registration Statements when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statements, in the light of the circumstances under which a statement is made). As soon as practicable following the date that each Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of such Registration Statement.

Effectiveness Deadline. (i) Following the date hereof, but no later than ninety (90) days prior to the first to occur of (i) the second anniversary of the Closing Date and (ii) the date that any Class C Units are otherwise converted into LP Units (the “Registration Date”), the Partnership shall prepare and file a registration statement (the “First Common Unit Warrant Registration Statement”) to register the resale of all of the Common Unit Warrant Registrable Securities under the Securities Act with respect to all of the Registrable Securities other than, if applicable, (x) any Registrable Securities issuable upon conversion of any Class C Units issued as a distribution in kind in lieu of cash distributions after the Registration Date (the “PIK Registrable Securities”) and (y) any LP Units issued as Liquidated DamagesAct. No later than ninety (90) days following the distribution of any PIK Registrable Securities following the filing of the First Registration Statement, if applicable, the Partnership shall prepare and file a registration statement or registration statements, if applicable (collectively, the “PIK Registration Statement” and, together with the First Registration Statement, the “Registration Statements”) under the Securities Act or a post-effective amendment to the First The Common Unit Warrant Registration Statement with respect to such PIK Registrable Securities. The Registration Statements filed pursuant to this Section 2.01(a2.01(a)(i) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership. The Partnership shall use its commercially reasonable efforts to cause the Common Unit Warrant Registration Statements Statement to become effective on or as soon as practicable after the date on which they are filed. Any Registration Statement shall provide for Closing Date, but in no event later than the resale pursuant to any method or combination six month anniversary of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration StatementsClosing Date (the “Common Warrant Effective Date”). The Partnership shall use its commercially reasonable efforts to cause the Common Unit Warrant Registration Statements Statement filed pursuant to this Section 2.01(a2.01(a)(i) to be remain effective, and to be supplemented and amended to the extent necessary to ensure that it such Common Unit Warrant Registration Statement is available or, if not available, that another registration statement is available for the resale of all Common Unit Warrant Registrable Securities by the Holders until all Common Unit Warrant Registrable Securities covered by such Common Unit Warrant Registration Statements Statement have ceased to be Registrable Securities (the “Common Unit Warrant Effectiveness Period”). (ii) The Partnership shall prepare and file a registration statement (the “Preferred Unit Registration Statement”) to register the resale of all of the Preferred Unit Registrable Securities under the Securities Act. The Preferred Unit Conversion Registration Statements when effective (including the documents incorporated therein by referenceStatement filed pursuant to this Section 2.01(a)(ii) will comply as to shall be on such appropriate registration form in all material respects with all applicable requirements of the Commission as shall be selected by the Partnership. The Partnership shall use its commercially reasonable efforts to cause the Common Unit Conversion Registration Statement to become effective no later than the six-month anniversary of the Closing Date (the “Preferred Effective Date”). The Partnership shall use its commercially reasonable efforts to cause the Preferred Unit Registration Statement filed pursuant to this Section 2.01(a)(ii) to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Preferred Unit Registration Statement is available or, if not available, that another registration statement is also available for the resale of all Preferred Unit Registrable Securities Act by the Holders until all Preferred Unit Registrable Securities covered by such Preferred Unit Registration Statement have ceased to be Registrable Securities (the “Preferred Unit Effectiveness Period”). (iii) The Partnership shall prepare and file a registration statement (the “Common Unit Conversion Registration Statement,” and together with the Common Unit Warrant Registration Statement and the Exchange Act Preferred Unit Registration Statement, the “Registration Statements”) to register the resale of all of the Common Unit Conversion Registrable Securities under the Securities Act. The Common Unit Conversion Registration Statement filed pursuant to this Section 2.01(a)(iii) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership. The Partnership shall use its commercially reasonable efforts to cause the Common Unit Conversion Registration Statement to become effective no later than 60 calendar days prior to the fifth anniversary of the Closing Date (the “Common Conversion Effective Date”). The Partnership shall use its commercially reasonable efforts to cause the Common Unit Conversion Registration Statement filed pursuant to this Section 2.01(a)(iii) to remain effective, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or supplemented and amended to the extent necessary to make the statements therein ensure that such Common Unit Conversion Registration Statement is available or, if not misleading (in the case of any prospectus contained in such Registration Statementsavailable, in the light of the circumstances under which a that another registration statement is made). As soon as practicable following also available for the date that each resale of all Common Unit Conversion Registrable Securities by the Holders until all Common Unit Conversion Registrable Securities covered by such Common Unit Conversion Registration Statement becomes effective, but in any event within two have ceased to be Registrable Securities (2) Business Days of such datethe “Common Unit Conversion Effectiveness Period,” and together with the Common Unit Warrant Effectiveness Period and the Preferred Unit Effectiveness Period, the Partnership shall provide the Holders with written notice of the effectiveness of such Registration Statement“Effectiveness Periods”).

Effectiveness Deadline. Following The Company shall use its reasonable best efforts to have the Initial Registration Statement and any amendment declared effective by the SEC at the earliest possible date hereof, but no later than ninety the earlier of the seventy-fifth (9075th) days prior calendar day following the initial filing date of the Initial Registration Statement if the SEC notifies the Company that it will “review” the Initial Registration Statement and (b) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall notify the first Warrantholder by e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after the Registration Statement is declared effective or is supplemented and shall provide the Warrantholder with copies of any related prospectus to be used in connection with the sale or other disposition of the securities covered thereby. The Company shall use reasonable best efforts to keep the Initial Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale of the Registrable Securities covered thereby at all times until the earliest to occur of the following events after the Final Warrant Issuance Date: (i) the second anniversary of date on which the Closing Date Warrantholder shall have resold all the Registrable Securities covered hereby; and (ii) the date that any Class C Units are otherwise converted into LP Units (the “Registration Date”), the Partnership shall prepare and file a registration statement (the “First Registration Statement”) under the Securities Act with respect to all of on which the Registrable Securities other thanmay be resold or transferred by the Warrantholder without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, if applicable, (x) any Registrable Securities issuable upon conversion of any Class C Units issued as a distribution without the requirement for the Company to be in kind in lieu of cash distributions after the Registration Date (the “PIK Registrable Securities”) and (y) any LP Units issued as Liquidated Damages. No later than ninety (90) days following the distribution of any PIK Registrable Securities following the filing of the First Registration Statement, if applicable, the Partnership shall prepare and file a registration statement or registration statements, if applicable (collectively, the “PIK Registration Statement” and, together compliance with the First Registration Statement, the “Registration Statements”) current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect, and new certificates for such securities not bearing a post-effective amendment legend restricting further transfer have been issued to the First Registration Statement with respect to such PIK Registrable Securities. The Registration Statements filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership. The Partnership shall use its commercially reasonable efforts to cause the Registration Statements to become effective on or as soon as practicable after the date on which they are filed. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statements. The Partnership shall use its commercially reasonable efforts to cause the Registration Statements filed pursuant to this Section 2.01(a) to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statements have ceased to be Registrable Securities Warrantholder (the “Effectiveness Registration Period”). The Initial Registration Statements when effective Statement (including the documents incorporated therein by referenceany amendments or supplements thereto and prospectuses contained therein) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will shall not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statementstherein, in the light of the circumstances under in which a statement is they were made). As soon as practicable following the date that each Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of such Registration Statementnot misleading.

Effectiveness Deadline. Following the date hereof, but no No later than ninety (90) 45 days prior to the first to occur of (i) the second anniversary of following the Closing Date and (ii) the date that any Class C Units are otherwise converted into LP Units (the “Registration Date”), the Partnership shall prepare and file a registration statement (under the “First Registration Statement”) under Securities Act to permit the public resale of Registrable Securities then outstanding from time to time as permitted by Rule 415 of the Securities Act with respect to all of the Registrable Securities other than, if applicable, (x) any Registrable Securities issuable upon conversion of any Class C Units issued as a distribution in kind in lieu of cash distributions after the Registration Date (the “PIK Registrable Securities”) and (y) any LP Units issued as Liquidated Damages. No later than ninety (90) days following the distribution of any PIK Registrable Securities following the filing of the First Registration Statement, if applicable, the Partnership ,” which term shall prepare and file a include any additional registration statement or registration statements, if applicable (collectively, the “PIK Registration Statement” and, together with the First Registration Statement, the “Registration Statements”statement(s) under the Securities Act or a post-effective amendment effected pursuant to the First Registration Statement with respect to such PIK Registrable SecuritiesHolders’ option stated below). The Registration Statements Statement filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the PartnershipPartnership so long as it permits the continuous offering of the Registrable Securities pursuant to Rule 415 of the Securities Act or such other rule as is then applicable at the then prevailing market prices. The Partnership shall use its commercially reasonable efforts to cause the Registration Statements Statement to become effective on or as soon as practicable after the date on which they are filedClosing Date (the “Registration Effective Date”). Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration StatementsStatement. The Partnership shall use its commercially reasonable efforts to cause the Registration Statements Statement filed pursuant to this Section 2.01(a) to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such for at least one year following the Registration Statements have ceased to be Registrable Securities Effective Date (the “Effectiveness Period”). Any Holders holding at least $10.0 million of the then-outstanding Registrable Securities (calculated based on the Common Unit Price) shall have the option to request that up to two additional one-year registration statements be filed, or that the Registration Statement be maintained in effect for up to two additional years, such that the Registrable Securities are registrable under an effective registration statement for a continuous period of up to three years from the Registration Effective Date, in which case the Effectiveness Period shall be deemed to include such extension(s) and the Registration Statement shall be deemed to include such additional registration statements, if applicable. The Registration Statements Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration StatementsStatement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that each the Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of such the Registration Statement.

Effectiveness Deadline. Following the date hereof, but no No later than ninety (90) days prior to 15 Business Days following the first to occur of (i) the second anniversary of the Initial Closing Date and (ii) the date that any Class C Units are otherwise converted into LP Units (the “Registration Date”), the Partnership shall use its reasonable best efforts to prepare and file a registration statement under the Securities Act to permit the public resale of all Registrable Securities to be issued upon conversion of the Preferred Units (including PIK Units reasonably expected to be issued by the “First Registration Statement”Partnership to the Holders of Registrable Securities) pursuant to the provisions of the Amended Partnership Agreement from time to time as permitted by Rule 415 (or any successor or similar provision adopted by the Commission then in effect) under the Securities Act with respect to all of Act, on the Registrable Securities other than, if applicable, terms and conditions specified in this Section 2.01 (x) any Registrable Securities issuable upon conversion of any Class C Units issued as a distribution in kind in lieu of cash distributions after the Registration Date (the “PIK Registrable Securities”) and (y) any LP Units issued as Liquidated Damages. No later than ninety (90) days following the distribution of any PIK Registrable Securities following the filing of the First Common Unit Registration Statement, if applicable, the Partnership shall prepare and file a registration statement or registration statements, if applicable (collectively, the “PIK ”). The Common Unit Registration Statement” and, together Statement filed with the First Registration Statement, the “Registration Statements”) under the Securities Act or a post-effective amendment to the First Registration Statement with respect to such PIK Registrable Securities. The Registration Statements filed Commission pursuant to this Section 2.01(a) shall be on Form S-3 (or such appropriate successor form thereto permitting shelf registration of securities under the Securities Act), covering the Common Unit Registrable Securities, which shall contain a prospectus in such form as to permit any Holder to sell its Common Unit Registrable Securities pursuant to Rule 415 (or any successor or similar rule adopted by the Commission then in effect) under the Securities Act at any time beginning on the effective date thereof; provided, however, that in no event shall the Common Unit Registration Statement be filed on an Automatic Shelf Registration Statement unless requested by the Holders of a majority of the Commission as shall be selected by Common Unit Registrable Securities with 10 Business Days following the PartnershipInitial Closing Date. The Partnership shall use its commercially reasonable best efforts to cause the Common Unit Registration Statements Statement filed pursuant to this Section 2.01(a) to become or be declared effective on or as soon as practicable thereafter, but in no event later than 180 calendar days after the initial filing date on which they are filedof such Common Unit Registration Statement. Any The Common Unit Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Common Unit Registrable Securities covered by such Common Unit Registration StatementsStatement, including by way of an Underwritten Offering. The During the Effectiveness Period, the Partnership shall use its commercially reasonable best efforts to cause the such Registration Statements Statement filed pursuant to this Section 2.01(a) to be remain effective, and to be supplemented and amended to the extent necessary to ensure that it such Common Unit Registration Statement is available or, if not available, that another registration statement is available for the resale of the Common Unit Registrable Securities until all Common Unit Registrable Securities have ceased to be Registrable Securities. Any Demand Holder has the option and right, exercisable by providing a written notice to the Partnership (each a “Demand Notice”), to require the Partnership to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file a registration statement under the Securities Act to permit the public resale of all Preferred Unit Registrable Securities from time to time as permitted by Rule 415 (or any successor or similar provision adopted by the Commission then in effect) under the Securities Act with respect to Preferred Unit Registrable Securities (the “Preferred Unit Registration Statement,” with each such Common Unit Registration Statement and Preferred Unit Registration Statement, as the case may be, for purposes of this Agreement, a “Registration Statement”). The Partnership shall file the Preferred Unit Registration Statement (the “Initial Filing Date”) with respect to the Preferred Unit Registrable Securities, as soon as practicable, but in no event later than 30 calendar days, following the time that the Partnership makes, or is deemed to have made, the Preferred Unit Registration Approval. The Partnership shall use its reasonable best efforts (i) to cause the Preferred Unit Registration Statement filed, with respect to the Preferred Unit Registrable Securities, pursuant to this Section 2.01(a) to become or be declared effective as soon as practicable thereafter, but in any event, in the case of a Preferred Unit Registration Statement that is not an Automatic Shelf Registration Statement, prior to the date that is 180 calendar days after the Initial Filing Date for such Preferred Unit Registration Statement with the Commission and (ii) to cause such Preferred Unit Registration Statement to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Preferred Unit Registration Statement is available for the resale of all Registrable Securities by the Holders until all Preferred Unit Registrable Securities covered by such Preferred Unit Registration Statements Statement until all Preferred Unit Registrable Securities covered by such Preferred Unit Registration Statement have ceased to be Preferred Unit Registrable Securities (during the “Effectiveness Period”). If the Partnership is eligible to use an Automatic Shelf Registration Statement to register the offer and resale of the Preferred Unit Registrable Securities at a Demand Notice Date, and the Demand Notice requests the Partnership use an Automatic Shelf Registration Statement, the Partnership shall prepare and file an Automatic Shelf Registration Statement with the Commission as promptly as practicable after such Demand Notice Date (but in no event more than 30 calendar days after such date) covering the Preferred Unit Registrable Securities, which shall contain a prospectus in such form as to permit any Holder to sell its Preferred Unit Registrable Securities pursuant to Rule 415 (or any successor or similar rule adopted by the Commission then in effect) under the Securities Act at any time beginning on the Initial Filing Date thereof with the Commission. If the Partnership is not eligible to use an Automatic Shelf Registration Statement to register the offer and resale of the Preferred Unit Registrable Securities at the Demand Notice Date, then it shall not have any obligation under this Section 2.01(a) or any liability for failure to file the Automatic Shelf Registration Statement, but it shall prepare and file a Registration Statement on Form S-3 (or such successor form thereto permitting shelf registration of securities under the Securities Act) with the Commission as promptly as practicable after such Demand Notice Date (but in no event more than 30 calendar days after such date) covering the Preferred Unit Registrable Securities, which shall contain a prospectus in such form as to permit any Holder to sell its Preferred Unit Registrable Securities pursuant to Rule 415 (or any successor or similar rule adopted by the Commission then in effect) under the Securities Act at any time beginning on the effective date thereof. Any Preferred Unit Registration Statement filed pursuant to this Section 2.01(a) shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of Preferred Unit Registrable Securities covered by such Preferred Unit Registration Statement, including by way of an Underwritten Offering, if such an election has been made pursuant to Section 2.04 of this Agreement. The Demand Holders shall have the right to no more than one (1) Preferred Unit Registration Statements when effective Statement to be filed to register the offer and resale of the Preferred Unit Registrable Securities. For the avoidance of doubt, the Preferred Unit Registration Statement that registers the offer and resale of Preferred Unit Registrable Securities shall also register the offer and sale of the number of Common Units issuable upon any conversion of such Preferred Unit Registrable Securities. When effective, a Registration Statement (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration StatementsStatement, in the light of the circumstances under which a statement is made). The Partnership shall not include in a Registration Statement contemplated by this Section 2.01(a) any securities which are not Registrable Securities, other than Common Units that are to be offered and sold for the Partnership’s own account pursuant to an Underwritten Offering, without the prior written consent of each of the Demand Holders that are Holders of Registrable Securities covered by such Registration Statement, which consent shall not be unreasonably withheld or delayed. With respect to Common Units included in a Registration Statement pursuant to the preceding sentence, if the Managing Underwriter of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units that the Partnership and the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Common Unit Registrable Securities that such Managing Underwriter advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, pro rata among the Selling Holders who have requested participation in such Underwritten Offering, based, for each Selling Holder, on the percentage derived by dividing (x) the number of Common Unit Registrable Securities proposed to be sold by such Selling Holder by (y) the aggregate number of Common Unit Registrable Securities proposed to be sold by all Selling Holders and (ii) second, to the Partnership. As soon as practicable following the date that each a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of such Registration Statement.

Effectiveness Deadline. Following No later than 15 Business Days following the date hereof, but no later than ninety (90) days prior to the first to occur of (i) the second anniversary of the Closing Date and (ii) the date that any Class C Units are otherwise converted into LP Units (the “Registration Date”), the Partnership shall use its reasonable best efforts to prepare and file a registration statement under the Securities Act to permit the public resale of all Registrable Securities to be issued upon conversion of the Preferred Units (including PIK Units reasonably expected to be issued by the “First Registration Statement”Partnership to the Holders of Registrable Securities) pursuant to the provisions of the Amended Partnership Agreement from time to time as permitted by Rule 415 (or any successor or similar provision adopted by the Commission then in effect) under the Securities Act with respect to all of Act, on the Registrable Securities other than, if applicable, terms and conditions specified in this Section 2.01 (x) any Registrable Securities issuable upon conversion of any Class C Units issued as a distribution in kind in lieu of cash distributions after the Registration Date (the “PIK Registrable Securities”) and (y) any LP Units issued as Liquidated Damages. No later than ninety (90) days following the distribution of any PIK Registrable Securities following the filing of the First Common Unit Registration Statement, if applicable, the Partnership shall prepare and file a registration statement or registration statements, if applicable (collectively, the “PIK ”). The Common Unit Registration Statement” and, together Statement filed with the First Registration Statement, the “Registration Statements”) under the Securities Act or a post-effective amendment to the First Registration Statement with respect to such PIK Registrable Securities. The Registration Statements filed Commission pursuant to this Section 2.01(a) shall be on Form S-3 (or such appropriate successor form thereto permitting shelf registration of securities under the Securities Act), covering the Common Unit Registrable Securities, which shall contain a prospectus in such form as to permit any Holder to sell its Common Unit Registrable Securities pursuant to Rule 415 (or any successor or similar rule adopted by the Commission then in effect) under the Securities Act at any time beginning on the effective date thereof; provided, however, that in no event shall the Common Unit Registration Statement be filed on an Automatic Shelf Registration Statement unless requested by the Holders of a majority of the Commission as shall be selected by Common Unit Registrable Securities with 10 Business Days following the Partnershipdate hereof. The Partnership shall use its commercially reasonable best efforts to cause the Common Unit Registration Statements Statement filed pursuant to this Section 2.01(a) to become or be declared effective on or as soon as practicable thereafter, but in no event later than 180 calendar days after the initial filing date on which they are filedof such Common Unit Registration Statement. Any The Common Unit Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Common Unit Registrable Securities covered by such Common Unit Registration StatementsStatement, including by way of an Underwritten Offering. The During the Effectiveness Period, the Partnership shall use its commercially reasonable best efforts to cause the such Registration Statements Statement filed pursuant to this Section 2.01(a) to be remain effective, and to be supplemented and amended to the extent necessary to ensure that it such Common Unit Registration Statement is available or, if not available, that another registration statement is available for the resale of the Common Unit Registrable Securities until all Common Unit Registrable Securities have ceased to be Registrable Securities. Any Demand Holder has the option and right, exercisable by providing a written notice to the Partnership (each a “Demand Notice”), to require the Partnership to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file a registration statement under the Securities Act to permit the public resale of all Preferred Unit Registrable Securities from time to time as permitted by Rule 415 (or any successor or similar provision adopted by the Commission then in effect) under the Securities Act with respect to Preferred Unit Registrable Securities (the “Preferred Unit Registration Statement,” with each such Common Unit Registration Statement and Preferred Unit Registration Statement, as the case may be, for purposes of this Agreement, a “Registration Statement”). The Partnership shall file the Preferred Unit Registration Statement (the “Initial Filing Date”) with respect to the Preferred Unit Registrable Securities, as soon as practicable, but in no event no later than 30 calendar days, following the time that the Partnership makes, or is deemed to have made, the Preferred Unit Registration Approval. The Partnership shall use its reasonable best efforts (i) to cause the Preferred Unit Registration Statement filed, with respect to the Preferred Unit Registrable Securities, pursuant to this Section 2.01(a) to become or be declared effective as soon as practicable thereafter, but in any event, in the case of a Preferred Unit Registration Statement that is not an Automatic Shelf Registration Statement, prior to the date that is 180 calendar days after the Initial Filing Date for such Preferred Unit Registration Statement with the Commission and (ii) to cause such Preferred Unit Registration Statement to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Preferred Unit Registration Statement is available for the resale of all Registrable Securities by the Holders until all Preferred Unit Registrable Securities covered by such Preferred Unit Registration Statements Statement until all Preferred Unit Registrable Securities covered by such Preferred Unit Registration Statement have ceased to be Preferred Unit Registrable Securities (during the “Effectiveness Period”). If the Partnership is eligible to use an Automatic Shelf Registration Statement to register the offer and resale of the Preferred Unit Registrable Securities at a Demand Notice Date, and the Demand Notice requests the Partnership use an Automatic Shelf Registration Statement, the Partnership shall prepare and file an Automatic Shelf Registration Statement with the Commission as promptly as practicable after such Demand Notice Date (but in no event no more than 30 calendar days after such date) covering the Preferred Unit Registrable Securities, which shall contain a prospectus in such form as to permit any Holder to sell its Preferred Unit Registrable Securities pursuant to Rule 415 (or any successor or similar rule adopted by the Commission then in effect) under the Securities Act at any time beginning on the Initial Filing Date thereof with the Commission. If the Partnership is not eligible to use an Automatic Shelf Registration Statement to register the offer and resale of the Preferred Unit Registrable Securities at the Demand Notice Date, then it shall not have any obligation under this Section 2.01(a) or any liability for failure to file the Automatic Shelf Registration Statement, but it shall prepare and file a Registration Statement on Form S-3 (or such successor form thereto permitting shelf registration of securities under the Securities Act) with the Commission as promptly as practicable after such Demand Notice Date (but in no event no more than 30 calendar days after such date) covering the Preferred Unit Registrable Securities, which shall contain a prospectus in such form as to permit any Holder to sell its Preferred Unit Registrable Securities pursuant to Rule 415 (or any successor or similar rule adopted by the Commission then in effect) under the Securities Act at any time beginning on the effective date thereof. Any Preferred Unit Registration Statement filed pursuant to this Section 2.01(a) shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of Preferred Unit Registrable Securities covered by such Preferred Unit Registration Statement, including by way of an Underwritten Offering, if such an election has been made pursuant to Section 2.04 of this Agreement. The Demand Holders shall have the right to no more than one (1) Preferred Unit Registration Statements when effective Statement to be filed to register the offer and resale of the Preferred Unit Registrable Securities. For the avoidance of doubt, the Preferred Unit Registration Statement that registers the offer and resale of Preferred Unit Registrable Securities shall also register the offer and sale of the number of Common Units issuable upon any conversion of such Preferred Unit Registrable Securities. When effective, a Registration Statement (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration StatementsStatement, in the light of the circumstances under which a statement is made). The Partnership shall not include in a Registration Statement contemplated by this Section 2.01(a) any securities which are not Registrable Securities, other than Common Units that are to be offered and sold for the Partnership’s own account pursuant to an Underwritten Offering, without the prior written consent of each of the Demand Holders that are Holders of Registrable Securities covered by such Registration Statement, which consent shall not be unreasonably withheld or delayed. With respect to Common Units included in a Registration Statement pursuant to the preceding sentence, if the Managing Underwriter of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units that the Partnership and the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Common Unit Registrable Securities that such Managing Underwriter advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, pro rata among the Selling Holders who have requested participation in such Underwritten Offering, based, for each Selling Holder, on the percentage derived by dividing (x) the number of Common Unit Registrable Securities proposed to be sold by such Selling Holder by (y) the aggregate number of Common Unit Registrable Securities proposed to be sold by all Selling Holders and (ii) second, to the Partnership. As soon as practicable following the date that each a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of such Registration Statement.

Effectiveness Deadline. Following the date hereof, but no No later than ninety (90) days prior to 30 Business Days following the first to occur of (i) the second anniversary of the Subsequent Closing Date and (ii) the date that any Class C Units are otherwise converted into LP Units (the “Registration Date”), the Partnership shall prepare and file a registration statement under the Securities Act to permit the public resale of all Common Unit Registrable Securities to be issued upon conversion of the Preferred Units pursuant to the provisions of the Amended and Restated Partnership Agreement from time to time as permitted by Rule 415 (or any successor or similar provision adopted by the Commission then in effect) under the Securities Act, on the terms and conditions specified in this Section 2.01 (a “First Common Unit Registration Statement”) under and subject to any transfer restrictions in the Securities Act with respect to all of the Registrable Securities other than, if applicable, (x) any Registrable Securities issuable upon conversion of any Class C Units issued as a distribution in kind in lieu of cash distributions after the Amended and Restated Partnership Agreement. The Common Unit Registration Date (the “PIK Registrable Securities”) and (y) any LP Units issued as Liquidated Damages. No later than ninety (90) days following the distribution of any PIK Registrable Securities following the filing of the First Registration Statement, if applicable, the Partnership shall prepare and file a registration statement or registration statements, if applicable (collectively, the “PIK Registration Statement” and, together Statement filed with the First Registration Statement, the “Registration Statements”) under the Securities Act or a post-effective amendment to the First Registration Statement with respect to such PIK Registrable Securities. The Registration Statements filed Commission pursuant to this Section 2.01(a) shall be on Form F-3 (or such appropriate successor form thereto permitting shelf registration of securities under the Securities Act), covering the Common Unit Registrable Securities, which shall contain a prospectus in such form of as to permit any Holder to sell its Common Unit Registrable Securities pursuant to Rule 415 (or any successor or similar rule adopted by the Commission then in effect) under the Securities Act at any time beginning on the effective date thereof. The Common Unit Registration Statement shall not be filed as shall be selected by the Partnershipan Automatic Shelf Registration Statement. The Partnership shall use its commercially reasonable efforts to cause the Common Unit Registration Statements Statement filed pursuant to this Section 2.01(a) to become or be declared effective on or as soon as practicable thereafter, but in no event later than 180 calendar days after the initial filing date on which they are filed. Any of such Common Unit Registration Statement shall provide for (the resale pursuant to any method or combination of methods legally available to, and requested by“Common Initial Filing Date”). During the Effectiveness Period, the Holders of any and all Registrable Securities covered by such Registration Statements. The Partnership shall use its commercially reasonable efforts to cause the such Registration Statements Statement filed pursuant to this Section 2.01(a) to be remain effective, and to be supplemented and amended to the extent necessary to ensure that it such Common Unit Registration Statement is available or, if not available, that another registration statement is available for the resale of all the Common Unit Registrable Securities by the Holders until all Common Unit Registrable Securities covered by such Registration Statements have ceased to be Registrable Securities (the “Effectiveness Period”). The Registration Statements when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statements, in the light of the circumstances under which a statement is made). As soon as practicable following the date that each Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of such Registration StatementSecurities.