Common use of Book-Based System Clause in Contracts

Book-Based System. The General Partner may enter into an agreement with CDS pursuant to which, among other things, CDS agrees to record the CDS participants who hold Units on behalf of the owners of the Units and any sale or transfer of Units in accordance with a book-based system (the ‘‘Book-Based System’’). In such event, registrations of interests in the Units will be made only through the Book-Based System. It is acknowledged and agreed by each of the Limited Partners that there may be time delays in the recording of information by CDS in the Book-Based System and the recording of information in the Register. However, the General Partner will ensure that, as at the last day of December for each year that the Partnership is in existence, the Register is accurate and complete and the record maintained by CDS reflects the Register by CDS participant, to the extent applicable. CDS requires that all Units be represented in the form of a fully registered certificate (the “Certificate”) that is: (a) deposited with CDS on the date of each Closing; (b) held by, or on behalf of, CDS as custodian of the Certificate for CDS’ participants; and (c) registered in the name of CDS or its nominee. If an agreement is made with CDS, a purchaser of Units will receive only a customer confirmation from the registered dealer or broker, from or through whom he or she has purchased Units and who is a participant of CDS. Each and all of the Limited Partners agree that CDS is acting as their nominee for this purpose and consent to these arrangements. If CDS notifies the Partnership that it is unwilling or unable to continue as depository in connection with the Certificate, or if at any time CDS ceases to be a clearing agency or otherwise ceases to be eligible to be a depository, and the Partnership is unable to locate a qualified successor, or if the Partnership elects to terminate the Book-Based System, the General Partner will make appropriate arrangements to issue certificates representing the Units to Limited Partners who held Units through the Book-Based System prior to the termination, in the amounts of such Limited Partners’ respective holdings of Units as of the effective date of such termination.

Book-Based System. The General Partner may has entered or will enter into an agreement with CDS pursuant to which, among other things, CDS agrees to record the CDS participants who hold Units on behalf of the owners of the Units and any sale or transfer of Units in accordance with a book-based system (the ‘‘Book-Based System’’). In such event, registrations registration of interests in Units and transfers of the Units will be made only through the book-based system administered by CDS (the “Book-Based System”). At each Closing, non-certificated interests representing the aggregate number of Units subscribed for under the Offering will be recorded in the name of CDS or its nominee on the register of the Partnership maintained by Valiant on the date of such Closing. Units must be purchased and/or transferred through a CDS participant. All rights of an owner of Units must be exercised through, and all payments or other property to which such owner is entitled will be made or delivered by, CDS or the CDS participant through which the owner holds such Units. Upon purchase of any Units, the owner will receive only the customary confirmation. References in this Agreement to unitholders or a holder of Units means, unless the context otherwise requires, the owner of the beneficial interest in such Units. The ability of a beneficial owner or an owner of Units to pledge such Units or otherwise take action with respect to such owner’s interest in such Units (other than through a CDS participant) may be limited due to the lack of a physical certificate. It is acknowledged and agreed by each of the Limited Partners that there may be time delays in the recording of information by CDS in the Book-Based System and the recording of information in the Register. However, the General Partner will ensure that, as at the last day of December for each year that the Partnership is in existence, the Register is accurate and complete and the record maintained by CDS reflects the Register by CDS participant, to the extent applicable. CDS requires that all Units be represented in the form of a fully registered certificate (the “Certificate”) that is:. (a) deposited with CDS on the date of each Closing; (b) held by, or on behalf of, CDS as custodian of the Certificate for CDS’ participants; and (c) registered in the name of CDS or its nominee1. If an agreement is made with CDS, a purchaser of Units will receive only a customer confirmation from the registered dealer or broker, from or through whom he or she has purchased Units and who is a participant of CDS. Each and all of the Limited Partners agree that CDS is acting as their nominee for this purpose and consent to these arrangements. If CDS notifies the Partnership that it is unwilling or unable to continue as depository in connection with the Certificate, or if at any time CDS ceases to be a clearing agency or otherwise ceases to be eligible to be a depository, and the Partnership is unable to locate a qualified successor, or if the Partnership elects determines to terminate the Book-Based System, the General Partner will make appropriate arrangements to issue Partnership shall cause certificates representing evidencing the Units to Limited Partners who held Units through the Book-Based System prior be issued and delivered to the termination, in unitholders shown on the amounts of such Limited Partners’ respective holdings of Units Register as of the effective date of such termination, such certificates to be prepared in compliance with all Applicable Law, and subject to this Agreement.