Common use of Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units Clause in Contracts

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units shall not be certificated unless otherwise determined by the General Partner. If the General Partner determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Partnership, by the Chief Executive Officer and any other officer designated by the General Partner, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the General Partner may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The General Partner agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates. (b) If Units are certificated, the General Partner may direct that a new certificate representing one or more Units be issued in place of any certificate theretofore issued by the Partnership alleged to have been lost, stolen or destroyed, upon delivery to the General Partner of an affidavit of the owner or owners of such certificate, setting forth such allegation. The General Partner may require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Partnership a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate. (c) Upon surrender to the Partnership or the transfer agent of the Partnership, if any, of a certificate for one or more Units, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, in compliance with the provisions hereof, the Partnership shall issue a new certificate representing one or more Units to the Person entitled thereto, cancel the old certificate and record the transaction upon its books. Subject to the provisions of this Agreement, the General Partner may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, Transfer and registration of Units. Section 3.07

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units shall not be certificated unless otherwise determined by the General PartnerManager. If the General Partner Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the PartnershipCompany, by two officers of the Chief Executive Officer and any other officer designated by the General PartnerCompany, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the General Partner Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The General Partner Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates. ; provided, that in such event, (bi) If Units are certificatedeach Unit shall constitute a “security” within the meaning of, and also be governed by, (A) Article 8 of the General Partner may direct that a new certificate representing one or more Units be issued Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in place effect from time to time in the State of Delaware, and (B) the corresponding provisions of the Uniform Commercial Code of any certificate theretofore issued other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the Partnership alleged to have been lostAmerican Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, stolen or destroyed1995, upon delivery to and (ii) the General Partner Company shall maintain books for the purpose of an affidavit registering the Transfer of the owner or owners of such certificate, setting forth such allegation. The General Partner may require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Partnership a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate. (c) Upon surrender to the Partnership or the transfer agent of the Partnership, if any, of a certificate for one or more Units, duly endorsed or accompanied by appropriate evidence and a Transfer of successionUnits shall, assignment or authority subject to transfer, in compliance with the provisions hereof, the Partnership shall issue a new certificate representing one or more Units to the Person entitled thereto, cancel the old certificate and record the transaction upon its books. Subject to the all other provisions of this AgreementAgreement regarding Transfers, be effected by the General Partner may prescribe such additional rules and regulations as it may deem appropriate relating to Company’s registering the issue, Transfer and registration upon delivery of Units. Section 3.07an endorsed certificate representing the Units being transferred.

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units. (a) Units a)Units shall not be certificated unless otherwise determined by the General PartnerManaging Member. If the General Partner Managing Member determines that one or more Units shall be certificated, each certificate representing such certificate Units shall be signed by or in the name of the PartnershipCompany, by any two Officers, one of which must be the Chief Executive Officer and any other officer designated by or Chief Financial Officer of the General Partner, representing the number of Units held by such holderCompany. Such certificate shall be in such form (and shall contain such legends) as the General Partner Managing Member may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The General Partner Managing Member agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates. (b) If b)If Units are certificated, the General Partner Managing Member may direct that a new certificate representing one or more Units be issued in place of any certificate theretofore issued by the Partnership Company alleged to have been lost, stolen or destroyed, upon delivery to the General Partner Managing Member of an affidavit of the owner or owners of such certificate, setting forth such allegation. The General Partner Managing Member or the transfer agent of the Company, if any, may require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Partnership Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate. (c) Upon c)Upon surrender to the Partnership Company or the transfer agent of the PartnershipCompany, if any, of a certificate for one or more Units, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, in compliance with the provisions hereof, the Partnership Company shall issue a new certificate representing one or more Units to the Person entitled thereto, cancel the old certificate and record the transaction upon its books. Subject to the provisions of this Agreement, the General Partner Managing Member may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, Transfer and registration of Units. Section 3.073.08