Common use of Book-Based System Clause in Contracts

Book-Based System. 2.9.1 Registrations of ownership and transfers of the Series A Notes will be made only through the Book-Based System. 2.9.2 The rights of holders of any beneficial interest in the Series A Notes (“Beneficial Holders”) represented by a Global Note (including the right to receive a certificate or other instrument evidencing an ownership interest in such Series A Notes) will be exercised only through CDS or by proxy issued by CDS or its clearing agency participants and will be limited to those rights established by applicable law and agreements between CDS and its participants and between such participants and holders of such interests. 2.9.3 Except as provided in subsection 2.9.4, 2.9.3.1 neither the Partnership nor the Indenture Trustee will be under any obligation to deliver, nor will the holder of a beneficial interest in the Series A Notes represented by a Global Note have any right, to require the delivery of, a certificate evidencing a Series A Note to the holder of the beneficial interest in such Series A Note; and 2.9.3.2 no Beneficial Holder the Series A Notes represented by a Global Note shall be entitled to have such Series A Notes registered in their names; provided, however, that nothing herein shall prevent Beneficial Holders from voting Series A Notes in which they hold a beneficial interest in accordance with the procedures of the depositary. 2.9.4 The Partnership will (i) deliver to the Indenture Trustee definitive Series A Notes in fully registered form to be issued to Beneficial Holders, (ii) allow transfers of Series A Notes other than within the Book-Based System and (iii) make payments or distributions required to be made under this First Supplemental Indenture to Beneficial Holders, in each case only if: 2.9.4.1 the Partnership is required to do so by applicable law; 2.9.4.2 the Book-Based System ceases to exist and the Partnership is unable to find alternative arrangements whereby the Series A Notes can be traded through a book-entry system; 2.9.4.3 CDS has notified the Partnership that it is no longer willing or eligible or is unable to discharge properly its responsibilities as depositary for the Series A Notes and the Partnership is unable to find a qualified successor; 2.9.4.4 the Partnership elects to terminate the record entry system through CDS due to circumstances where the Partnership has determined it is impracticable to effect any distribution of Series A Notes through the Book-Based System or through the facilities of CDS or alternative arrangements whereby the Series A Notes can be traded through a book-entry system; or 2.9.4.5 if after the occurrence of an Event of Default, Beneficial Holders holding beneficial interests aggregating over 50% of the outstanding principal amount of Series A Notes determine that the continuation of the Book-Based System is no longer in the interests of such Noteholders and notify, in writing, the Indenture Trustee and the Partnership to such effect. 2.9.5 If the Book-Based System ceases to exist or CDS has notified the Partnership that it is no longer willing or eligible or is unable to serve as depositary for the Series A Notes, the Partnership will exercise commercially reasonable efforts to find a qualified successor or alternative arrangements acceptable to the Trustee, acting reasonably, whereby the Series A Notes can be traded through a book-entry system. 2.9.6 While the Series A Notes are represented by a Global Note, the Partnership and the Indenture Trustee will deal with CDS for all purposes, including the making of payments on the Series A Notes, as the sole holder of the Series A Notes and the authorized representative of the Beneficial Holders of the Series A Notes. In particular, the Indenture Trustee will give only to CDS all notices or other communications required to be provided to holders of Series A Notes.

Book-Based System. 2.9.1 Registrations of ownership and transfers of the Series A B Notes will be made only through the Book-Based System. 2.9.2 The rights of holders of any beneficial interest in the Series A B Notes (“Beneficial Holders”) represented by a Global Note (including the right to receive a certificate or other instrument evidencing an ownership interest in such Series A B Notes) will be exercised only through CDS or by proxy issued by CDS or its clearing agency participants and will be limited to those rights established by applicable law and agreements between CDS and its participants and between such participants and holders of such interests. 2.9.3 Except as provided in subsection 2.9.4‎2.9.4, 2.9.3.1 neither the Partnership nor the Indenture Trustee will be under any obligation to deliver, nor will the holder of a beneficial interest in the Series A B Notes represented by a Global Note have any right, to require the delivery of, a certificate evidencing a Series A B Note to the holder of the beneficial interest in such Series A B Note; and 2.9.3.2 no Beneficial Holder the Series A B Notes represented by a Global Note shall be entitled to have such Series A B Notes registered in their names; provided, however, that nothing herein shall prevent Beneficial Holders from voting Series A B Notes in which they hold a beneficial interest in accordance with the procedures of the depositary. 2.9.4 The Partnership will (i) deliver to the Indenture Trustee definitive Series A B Notes in fully registered form to be issued to Beneficial Holders, (ii) allow transfers of Series A B Notes other than within the Book-Based System and (iii) make payments or distributions required to be made under this First Second Supplemental Indenture to Beneficial Holders, in each case only if: 2.9.4.1 the Partnership is required to do so by applicable law; 2.9.4.2 the Book-Based System ceases to exist and the Partnership is unable to find alternative arrangements whereby the Series A B Notes can be traded through a book-entry system; 2.9.4.3 CDS has notified the Partnership that it is no longer willing or eligible or is unable to discharge properly its responsibilities as depositary for the Series A B Notes and the Partnership is unable to find a qualified successor; 2.9.4.4 the Partnership elects to terminate the record entry system through CDS due to circumstances where the Partnership has determined it is impracticable to effect any distribution of Series A B Notes through the Book-Based System or through the facilities of CDS or alternative arrangements whereby the Series A B Notes can be traded through a book-entry system; or 2.9.4.5 if after the occurrence of an Event of Default, Beneficial Holders holding beneficial interests aggregating over 50% of the outstanding principal amount of Series A B Notes determine that the continuation of the Book-Based System is no longer in the interests of such Noteholders and notify, in writing, the Indenture Trustee and the Partnership to such effect. 2.9.5 If the Book-Based System ceases to exist or CDS has notified the Partnership that it is no longer willing or eligible or is unable to serve as depositary for the Series A B Notes, the Partnership will exercise commercially reasonable efforts to find a qualified successor or alternative arrangements acceptable to the Trustee, acting reasonably, whereby the Series A B Notes can be traded through a book-entry system. 2.9.6 While the Series A B Notes are represented by a Global Note, the Partnership and the Indenture Trustee will deal with CDS for all purposes, including the making of payments on the Series A B Notes, as the sole holder of the Series A B Notes and the authorized representative of the Beneficial Holders of the Series A B Notes. In particular, the Indenture Trustee will give only to CDS all notices or other communications required to be provided to holders of Series A B Notes.