Common use of Countersignature and Delivery of Warrant Certificates Clause in Contracts

Countersignature and Delivery of Warrant Certificates. (a) The Company may deliver Warrant Certificates evidencing Universal Warrants of any series executed by the Company to the Warrant Agent for countersignature together with the applicable documents referred to below in this Section, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates to or upon the order of the Company (contained in the Issuer Order (as defined below) referred to below in this Section) or pursuant to such procedures acceptable to the Warrant Agent as may be specified from time to time by an Issuer Order. Any terms of the Universal Warrants evidenced by such Warrant Certificates may be determined by or pursuant to such Issuer Order or such other procedures. If provided for in such procedures, such Issuer Order may authorize countersignature and delivery pursuant to oral instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. In countersigning such Warrant Certificates and accepting the responsibilities under this Agreement in relation to the Universal Warrants evidenced by such Warrant Certificates, the Warrant Agent shall be entitled to receive (in the case of subparagraphs 1.04(a)(ii), 1.04(a)(iii) and 1.04(a)(iv) below only at or before the time of the first request of the Company to the Warrant Agent to countersign Warrant Certificates in a particular form evidencing Universal Warrants) and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (i) an Issuer Order requesting such countersignature and setting forth delivery instructions if the Warrant Certificates are not to be delivered to the Company; (ii) any Board Resolution, Officer's Certificate and/or executed supplemental agreement pursuant to which the forms and terms of the Universal Warrants evidenced by such Warrant Certificates were established; (iii) an Officer's Certificate setting forth the forms and terms of the Universal Warrants evidenced by such Warrant Certificates stating that the form or forms and terms of the Universal Warrants evidenced by such Warrant Certificates have been established pursuant to Sections 1.02 and 1.03 and comply with this Agreement, and covering such other matters as the Warrant Agent may reasonably request; and (iv) At the option of the Company, either an Opinion of Counsel (as defined below) or a letter addressed to the Warrant Agent permitting it to rely on an Opinion of Counsel, substantially to the effect that: (A) the forms of the Warrant Certificates have been duly authorized and established in conformity with the provisions of this Agreement; (B) in the case of an underwritten offering, the terms of the Universal Warrants have been duly authorized and established in conformity with the provisions of this Agreement and, in the case of an offering that is not underwritten, certain terms of the Universal Warrants have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental agreement in accordance with this Agreement, and when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all terms will have been duly authorized by the Company and will have been established in conformity with the provisions of this Agreement; and (C) when the Warrant Certificates have been executed by the Company and countersigned by the Warrant Agent in accordance with the provisions of this Agreement and delivered to and duly paid for by the purchasers thereof, subject to such other conditions as may be set forth in such opinion of counsel, they will have been duly issued under this Agreement and the Universal Warrants evidenced thereby will be valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Agreement. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Warrant Agent), who shall be counsel reasonably satisfactory to the Warrant Agent, in which case the opinion shall state that such counsel believes he and the Warrant Agent are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, such counsel has relied, to the extent such counsel deems proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Countersignature and Delivery of Warrant Certificates. (a) The Company Issuer may deliver Warrant Certificates evidencing Universal Warrants of any series executed by the Company Issuer to the Warrant Agent for countersignature together with the applicable documents referred to below in this Section, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates to or upon the order of the Company Issuer (contained in the Issuer Order (as defined below) referred to below in this Section) or pursuant to such procedures acceptable to the Warrant Agent as may be specified from time to time by an Issuer Order. Any terms of the Universal Warrants evidenced by such Warrant Certificates may be determined by or pursuant to such Issuer Order or such other procedures. If provided for in such procedures, such Issuer Order may authorize countersignature and delivery pursuant to oral instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. In countersigning such Warrant Certificates and accepting the responsibilities under this Agreement in relation to the Universal Warrants evidenced by such Warrant Certificates, the Warrant Agent shall be entitled to receive provided with (in the case of subparagraphs 1.04(a)(ii2.04(a)(ii), 1.04(a)(iii2.04(a)(iii) and 1.04(a)(iv2.04(a)(iv) below below, only at or before the time of the first request of the Company Issuer to the Warrant Agent to countersign Warrant Certificates in a particular form evidencing Universal WarrantsWarrants of such series) and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (i) an Issuer Order requesting such countersignature and setting forth delivery instructions if the Warrant Certificates are not to be delivered to the CompanyIssuer, provided that, with respect to Warrants of a series subject to a Periodic Offering, (a) such Issuer Order may be delivered by the Issuer to the Warrant Agent prior to the delivery to the Warrant Agent of such Warrant Certificates for countersignature and delivery, (b) the Warrant Agent shall countersign and deliver Warrant Certificates of such series for original issue from time to time, in an aggregate number not exceeding the aggregate number established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the Warrant Agent as may be specified from time to time by an Issuer Order and (c) the Expiration Date, exercise date or dates, original issue date or dates, and any other terms of Warrants of such series shall be determined by an Issuer Order or pursuant to such procedures; (ii) any Board Resolution, Officer's ’s Certificate and/or executed supplemental agreement in accordance with this Agreement by or pursuant to which the forms and terms of the Universal Warrants evidenced by such Warrant Certificates were established; (iii) an Officer's ’s Certificate setting forth the form or forms and terms of the Universal Warrants evidenced by such Warrant Certificates stating that the form or forms and terms of the Universal Warrants evidenced by such Warrant Certificates have been established pursuant to Sections 1.02 2.02 and 1.03 2.03 and comply with this Agreement, and covering such other matters as the Warrant Agent may reasonably request; and (iv) At for the option first issue of Warrants of a given series, at the request of the CompanyWarrant Agent, either an Opinion of Counsel (as defined below) or a letter addressed to the Warrant Agent permitting it to rely on an Opinion of Counsel, substantially to the effect that: (A) the forms of the Warrant Certificates have been duly authorized and established in conformity with the provisions of this Agreement; (B) in the case of an underwritten offering, the terms of the Universal Warrants have been duly authorized and established in conformity with the provisions of this Agreement andAgreement, in the case of an offering that is not underwritten, or if certain terms of the Universal Warrants have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental agreement in accordance with this Agreement, and when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been establishedOrder, a Board Resolution, an Officer’s Certificate or a supplemental agreement in accordance with this Agreement, when such other terms are established in accordance with such procedures, all such other terms will have been duly authorized by the Company Issuer and will have been established in conformity with the provisions of this Agreement; and (C) when the Warrant Certificates have been executed by the Company Issuer and countersigned by the Warrant Agent in accordance with the provisions of this Agreement and delivered to and duly paid for by the purchasers thereof, subject to such other conditions as may be set forth in such opinion of counsel, they will have been duly issued under this Agreement and the Universal Warrants evidenced thereby will be valid and legally binding obligations of the CompanyIssuer, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Agreement. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Warrant Agent), who shall be counsel reasonably satisfactory to the Warrant Agent, in which case the opinion shall state that such counsel believes he and the Warrant Agent are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, such counsel has relied, to the extent such counsel deems proper, upon certificates of officers Officers of the Company and its subsidiaries Issuer and certificates of public officials. (b) The Warrant Agent shall have the right to decline to countersign and deliver any Warrant Certificates under this Section if the Warrant Agent, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Warrant Agent in good faith determines by its board of directors or board of trustees or by a committee of its trust officers that such action would expose the Warrant Agent to personal liability to existing Warrantholders or would affect the Warrant Agent’s own rights, duties or immunities under the Warrant Certificates, the Warrants, this Agreement or otherwise. (c) If the Issuer shall establish pursuant to Section 2.03 that the Warrants of a series are to be evidenced in whole or in part by one or more Global Warrant Certificates, then the Issuer shall execute and the Warrant Agent shall, in accordance with this Section and the Issuer Order with respect to such series, countersign and deliver one or more Global Warrant Certificates that (i) shall evidence all or part of the Warrants of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Warrant Certificate or the nominee of such Depositary, (iii) shall be delivered by the Warrant Agent to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Warrants in definitive registered form, this Warrant Certificate and the Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” (d) If so required by applicable law, each Depositary for a series of Warrants must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. (e) Each Warrant Certificate shall be dated the date of its countersignature. A Warrant Certificate shall not be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, unless and until such Warrant Certificate has been countersigned by the manual signature of an authorized signatory of the Warrant Agent. Such countersignature by an authorized signatory of the Warrant Agent upon any Warrant Certificate executed by the Issuer in accordance with this Agreement shall be conclusive evidence that the Warrant Certificate so countersigned and the Warrants evidenced thereby have been duly issued hereunder.

Countersignature and Delivery of Warrant Certificates. (a) The Company may deliver Warrant Certificates evidencing Universal Warrants of any series executed by the Company to the Warrant Agent for countersignature together with the applicable documents referred to below in this Section, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates to or upon the order of the Company (contained in the Issuer Order (as defined below) referred to below in this Section) or pursuant to such procedures acceptable to the Warrant Agent as may be specified from time to time by an Issuer Order. Any terms of the Universal Warrants evidenced by such Warrant Certificates may be determined by or pursuant to such Issuer Order or such other procedures. If provided for in such procedures, such Issuer Order may authorize countersignature and delivery pursuant to oral instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. In countersigning such Warrant Certificates and accepting the responsibilities under this Agreement in relation to the Universal Warrants evidenced by such Warrant Certificates, the Warrant Agent shall be entitled to receive (in the case of subparagraphs 1.04(a)(ii‎1.04(a)(ii), 1.04(a)(iii‎1.04(a)(iii) and 1.04(a)(iv‎1.04(a)(iv) below below, only at or before the time of the first request of the Company to the Warrant Agent to countersign Warrant Certificates in a particular form evidencing Universal Warrants) and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (i) an Issuer Order requesting such countersignature and setting forth delivery instructions if the Warrant Certificates are not to be delivered to the Company; (ii) any Board ResolutionResolution of the Company, Officer's ’s Certificate of the Company and/or executed supplemental agreement pursuant to which the forms and terms of the Universal Warrants evidenced by such Warrant Certificates were established; (iii) an Officer's ’s Certificate of the Company setting forth the forms and terms of the Universal Warrants evidenced by such Warrant Certificates stating that the form or forms and terms of the Universal Warrants evidenced by such Warrant Certificates have been established pursuant to Sections 1.02 ‎1.02 and 1.03 ‎1.03 and comply with this Agreement, and covering such other matters as the Warrant Agent may reasonably request; and (iv) At at the option of the Company, either an Opinion one or more Opinions of Counsel (as defined below) or a letter one or more letters addressed to the Warrant Agent each permitting it to rely on an Opinion such Opinions of Counsel, substantially to the effect that: (A) the forms of the Warrant Certificates have been duly authorized and established in conformity with the provisions of this Agreement; (B) in the case of an underwritten offering, the terms of the Universal Warrants have been duly authorized and established in conformity with the provisions of this Agreement and, in the case of an offering that is not underwritten, certain terms of the Universal Warrants have been established pursuant to a Board ResolutionResolution of the Company, an Officer's ’s Certificate of the Company or a supplemental agreement in accordance with this Agreement, and when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all terms will have been duly authorized by the Company and will have been established in conformity with the provisions of this Agreement; and (C) when the Warrant Certificates have been executed by the Company and countersigned by the Warrant Agent in accordance with the provisions of this Agreement and delivered to and duly paid for by the purchasers thereof, subject to such other conditions as may be set forth in such opinion of counsel, (i) they will have been duly issued under this Agreement and the Universal Warrants evidenced thereby will be valid and legally binding obligations of the CompanyCompany and the Guarantor, respectively, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Agreement and (ii) the Guarantee with respect to such Warrants will have been duly issued under this Agreement and will be a valid and binding obligation of the Guarantor, enforceable in accordance with its terms, and will be entitled to the benefits of this Agreement. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Warrant Agent), who shall be counsel reasonably satisfactory to the Warrant Agent, in which case the opinion shall state that such counsel believes he and the Warrant Agent are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, such counsel has relied, to the extent such counsel deems proper, upon certificates of officers of the Company Company, the Guarantor and its their respective subsidiaries and certificates of public officials.

Countersignature and Delivery of Warrant Certificates. (a) The Company may deliver Warrant Certificates evidencing Universal Warrants of any series executed by the Company to the Warrant Agent for countersignature together with the applicable documents referred to below in this Section, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates to or upon the order of the Company (contained in the Issuer Order (as defined below) referred to below in this Section) or pursuant to such procedures acceptable to the Warrant Agent as may be specified from time to time by an Issuer Order. Any terms of the Universal Warrants evidenced by such Warrant Certificates may be determined by or pursuant to such Issuer Order or such other procedures. If provided for in such procedures, such Issuer Order may authorize countersignature and delivery pursuant to oral instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. In countersigning such Warrant Certificates and accepting the responsibilities under this Agreement in relation to the Universal Warrants evidenced by such Warrant Certificates, the Warrant Agent shall be entitled to receive (in the case of subparagraphs 1.04(a)(ii), 1.04(a)(iii) and 1.04(a)(iv) below only at or before the time of the first request of the Company to the Warrant Agent to countersign Warrant Certificates in a particular form evidencing Universal Warrants) and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (i) an Issuer Order requesting such countersignature and setting forth delivery instructions if the Warrant Certificates are not to be delivered to the Company; (ii) any Board Resolution, Officer's Certificate and/or executed supplemental agreement pursuant to which the forms and terms of the Universal Warrants evidenced by such Warrant Certificates were established; (iii) an Officer's Certificate setting forth the forms and terms of the Universal Warrants evidenced by such Warrant Certificates stating that the form or forms and terms of the Universal Warrants evidenced by such Warrant Certificates have been established pursuant to Sections 1.02 and 1.03 and comply with this Agreement, and covering such other matters as the Warrant Agent may reasonably request; and (iv) At the option of the Company, either an Opinion of Counsel (as defined below) or a letter addressed to the Warrant Agent permitting it to rely on an Opinion of Counsel, substantially to the effect that: (A) the forms of the Warrant Certificates have been duly authorized and established in conformity with the provisions of this Agreement; (B) in the case of an underwritten offering, the terms of the Universal Warrants have been duly authorized and established in conformity with the provisions of this Agreement and, in the case of an offering that is not underwritten, certain terms of the Universal Warrants have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental agreement in accordance with this Agreement, and when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all terms will have been duly authorized by the Company and will have been established in conformity with the provisions of this Agreement; and (C) when the Warrant Certificates have been executed by the Company and countersigned by the Warrant Agent in accordance with the provisions of this Agreement and delivered to and duly paid for by the purchasers thereof, subject to such other conditions as may be set forth in such opinion of counsel, they will have been duly issued under this Agreement and the Universal Warrants evidenced thereby will be valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Agreement. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Warrant Agent), who shall be counsel reasonably satisfactory to the Warrant Agent, in which case the opinion shall state that such counsel believes he such counsel and the Warrant Agent are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, such counsel has relied, to the extent such counsel deems proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Countersignature and Delivery of Warrant Certificates. (a) The Company Bank may deliver Warrant Certificates evidencing Universal Warrants of any series executed by the Company Bank to the Warrant Agent for countersignature together with the applicable documents referred to below in this Section, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates to or upon the order of the Company Bank (contained in the Issuer Order (as defined below) referred to below in this Section) or pursuant to such procedures acceptable to the Warrant Agent as may be specified from time to time by an Issuer Order. Such countersignatures may be either manual or facsimile. Any terms of the Universal Warrants evidenced by such Warrant Certificates may be determined by or pursuant to such Issuer Order or such other procedures. If provided for in such procedures, such Issuer Order may authorize countersignature and delivery pursuant to oral instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. In countersigning such Warrant Certificates and accepting the responsibilities under this Agreement in relation to the Universal Warrants evidenced by such Warrant Certificates, the Warrant Agent shall be entitled to receive (in the case of subparagraphs 1.04(a)(ii), 1.04(a)(iii), 1.04(a)(iv) and 1.04(a)(iv1.04(a)(v) below below, only at or before the time of the first request of the Company Bank to the Warrant Agent to countersign Warrant Certificates in a particular form evidencing Universal Warrants) and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (i) an Issuer Order requesting such countersignature and setting forth delivery instructions if the Warrant Certificates are not to be delivered to the CompanyBank; (ii) any Board Resolution, Officer's ’s Certificate and/or executed supplemental agreement pursuant to which the forms and terms of the Universal Warrants evidenced by such Warrant Certificates were established; (iii) an Officer's ’s Certificate setting forth the forms and terms of the Universal Warrants evidenced by such Warrant Certificates stating that the form or forms and terms of the Universal Warrants evidenced by such Warrant Certificates have been established pursuant to Sections 1.02 and 1.03 and comply with this Agreement, and covering such other matters as the Warrant Agent may reasonably request; (iv) an Incumbency Certificate with respect to any persons authorized to execute any Officer’s Certificate, Issuer Order or Warrant Certificate; and (ivv) At the option of the CompanyBank, either an Opinion of Counsel (as defined below) or a letter addressed to the Warrant Agent permitting it to rely on an Opinion of Counsel, substantially to the effect that: (A) the forms of the Warrant Certificates have been duly authorized and established in conformity with the provisions of this Agreement; (B) in the case of an underwritten offering, the terms of the Universal Warrants have been duly authorized and established in conformity with the provisions of this Agreement and, in the case of an offering that is not underwritten, certain terms of the Universal Warrants have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental agreement in accordance with this Agreement, and when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all terms will have been duly authorized by the Company Bank and will have been established in conformity with the provisions of this Agreement; and (C) when the Warrant Certificates have been executed by the Company Bank and countersigned by the Warrant Agent in accordance with the provisions of this Agreement and delivered to and duly paid for by the purchasers thereof, subject to such other conditions as may be set forth in such opinion of counsel, they will have been duly issued under this Agreement and the Universal Warrants evidenced thereby will be valid and legally binding obligations of the CompanyBank, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Agreement. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Warrant Agent), who shall be counsel reasonably satisfactory to the Warrant Agent, in which case the opinion shall state that such counsel believes he and the Warrant Agent are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, such counsel has relied, to the extent such counsel deems proper, upon certificates of officers of the Company Bank and its subsidiaries and certificates of public officials.

Countersignature and Delivery of Warrant Certificates. (a) The Company Issuer may deliver Warrant Certificates evidencing Universal Warrants of any series executed by the Company Issuer to the Warrant Agent for countersignature together with the applicable documents referred to below in this Section, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates to or upon the order of the Company Issuer (contained in the Issuer Order (as defined below) referred to below in this Section) or pursuant to such procedures acceptable to the Warrant Agent as may be specified from time to time by an Issuer Order. Any terms of the Universal Warrants evidenced by such Warrant Certificates may be determined by or pursuant to such Issuer Order or such other procedures. If provided for in such procedures, such Issuer Order may authorize countersignature and delivery pursuant to oral instructions from the Company Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writing. In countersigning such Warrant Certificates and accepting the responsibilities under this Agreement in relation to the Universal Warrants evidenced by such Warrant Certificates, the Warrant Agent shall be entitled to receive (in the case of subparagraphs 1.04(a)(ii1.04(a)(ii),1.04(a)(iii), 1.04(a)(iii) and 1.04(a)(iv) below only at or before the time of the first request of the Company Issuer to the Warrant Agent to countersign Warrant Certificates in a particular form and series evidencing Universal Warrants) and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (i) an Issuer Order requesting such countersignature and setting forth delivery instructions if the Warrant Certificates are not to be delivered to the CompanyIssuer; (ii) any Board Resolution, Officer's ’s Certificate and/or executed supplemental agreement pursuant to which the forms and terms of the Universal Warrants evidenced by such Warrant Certificates were established; (iii) an Officer's ’s Certificate setting forth the forms and terms of the Universal Warrants evidenced by such Warrant Certificates stating that the form or forms and terms of the Universal Warrants evidenced by such Warrant Certificates have been established pursuant to Sections Section 1.02 and Section 1.03 and comply with this Agreement, and covering such other matters as the Warrant Agent may reasonably request; and (iv) At the option of the CompanyIssuer, either an Opinion of Counsel (as defined below) or a letter addressed to the Warrant Agent permitting it to rely on an Opinion of Counsel, substantially to the effect that: (A) the forms of the Warrant Certificates have been duly authorized and established in conformity with the provisions of this Agreement; (B) in the case of an underwritten offering, the terms of the Universal Warrants have been duly authorized and established in conformity with the provisions of this Agreement and, in the case of an offering that is not underwritten, certain terms of the Universal Warrants have been established pursuant to a Board Resolution, an Officer's ’s Certificate or a supplemental agreement in accordance with this Agreement, and when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all terms will have been duly authorized by the Company Issuer and will have been established in conformity with the provisions of this Agreement; and (C) when the Warrant Certificates have been executed by the Company Issuer and countersigned by the Warrant Agent in accordance with the provisions of this Agreement and delivered to and duly paid for by the purchasers thereof, subject to such other conditions as may be set forth in such opinion of counsel, they will have been duly issued under this Agreement and the Universal Warrants evidenced thereby will be valid and legally binding obligations of the CompanyIssuer, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Agreement. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Warrant Agent), who shall be counsel reasonably satisfactory to the Warrant Agent, in which case the opinion shall state that such counsel believes he and the Warrant Agent are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, such counsel has relied, to the extent such counsel deems proper, upon certificates of officers of the Company and its subsidiaries Authorized Persons and certificates of public officials.

Countersignature and Delivery of Warrant Certificates. (a) The Company may deliver Warrant Certificates evidencing Universal Warrants of any series executed by the Company to the Warrant Agent for countersignature together with the applicable documents referred to below in this Section, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates to or upon the order of the Company (contained in the Issuer Order (as defined below) referred to below in this Section) or pursuant to such procedures acceptable to the Warrant Agent as may be specified from time to time by an Issuer Order. Any terms of the Universal Warrants evidenced by such Warrant Certificates may be determined by or pursuant to such Issuer Order or such other procedures. If provided for in such procedures, such Issuer Order may authorize countersignature and delivery pursuant to oral instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. In countersigning such Warrant Certificates and accepting the responsibilities under this Agreement in relation to the Universal Warrants evidenced by such Warrant Certificates, the Warrant Agent shall be entitled to receive (in the case of subparagraphs 1.04(a)(ii), 1.04(a)(iii) and 1.04(a)(iv) below below, only at or before the time of the first request of the Company to the Warrant Agent to countersign Warrant Certificates in a particular form evidencing Universal Warrants) and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (i) an Issuer Order requesting such countersignature and setting forth delivery instructions if the Warrant Certificates are not to be delivered to the Company; (ii) any Board Resolution, Officer's Certificate and/or executed supplemental agreement pursuant to which the forms and terms of the Universal Warrants evidenced by such Warrant Certificates were established; (iii) an Officer's Certificate setting forth the forms and terms of the Universal Warrants evidenced by such Warrant Certificates stating that the form or forms and terms of the Universal Warrants evidenced by such Warrant Certificates have been established pursuant to Sections 1.02 and 1.03 and comply with this Agreement, and covering such other matters as the Warrant Agent may reasonably request; and (iv) At the option of the Company, either an Opinion of Counsel (as defined below) or a letter addressed to the Warrant Agent permitting it to rely on an Opinion of Counsel, substantially to the effect that: (A) the forms of the Warrant Certificates have been duly authorized and established in conformity with the provisions of this Agreement; (B) in the case of an underwritten offering, the terms of the Universal Warrants have been duly authorized and established in conformity with the provisions of this Agreement and, in the case of an offering that is not underwritten, certain terms of the Universal Warrants have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental agreement in accordance with this Agreement, and when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all terms will have been duly authorized by the Company and will have been established in conformity with the provisions of this Agreement; and (C) when the Warrant Certificates have been executed by the Company and countersigned by the Warrant Agent in accordance with the provisions of this Agreement and delivered to and duly paid for by the purchasers thereof, subject to such other conditions as may be set forth in such opinion of counsel, they will have been duly issued under this Agreement and the Universal Warrants evidenced thereby will be valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Agreement. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Warrant Agent), who shall be counsel reasonably satisfactory to the Warrant Agent, in which case the opinion shall state that such counsel believes he and the Warrant Agent are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, such counsel has relied, to the extent such counsel deems proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Countersignature and Delivery of Warrant Certificates. (a) The Company may deliver Warrant Certificates evidencing Universal Warrants of any series executed by the Company to the Warrant Agent for countersignature together with the applicable documents referred to below in this Section, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates to or upon the order of the Company (contained in the Issuer Order (as defined below) referred to below in this Section) or pursuant to such procedures acceptable to the Warrant Agent as may be specified from time to time by an Issuer Order. Any terms of the Universal Warrants evidenced by such Warrant Certificates may be determined by or pursuant to such Issuer Order or such other procedures. If provided for in such procedures, such Issuer Order may authorize countersignature and delivery pursuant to oral instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. In countersigning such Warrant Certificates and accepting the responsibilities under this Agreement in relation to the Universal Warrants evidenced by such Warrant Certificates, the Warrant Agent shall be entitled to receive (in the case of subparagraphs 1.04(a)(ii)2, 1.04(a)(iii) 3 and 1.04(a)(iv) 4 below only at or before the time of the first request of the Company to the Warrant Agent to countersign Warrant Certificates in a particular form evidencing Universal Warrants) and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (i1) an Issuer Order requesting such countersignature and setting forth delivery instructions if the Warrant Certificates are not to be delivered to the Company; (ii2) any Board Resolution, Officer's Certificate and/or executed supplemental agreement pursuant to which the forms and terms of the Universal Warrants evidenced by such Warrant Certificates were established; (iii3) an Officer's Certificate setting forth the forms and terms of the Universal Warrants evidenced by such Warrant Certificates stating that the form or forms and terms of the Universal Warrants evidenced by such Warrant Certificates have been established pursuant to Sections 1.02 and 1.03 and comply with this Agreement, and covering such other matters as the Warrant Agent may reasonably request; and (iv4) At the option of the Company, either an Opinion of Counsel (as defined below) or a letter addressed to the Warrant Agent permitting it to rely on an Opinion of Counsel, substantially to the effect that: (Ai) the forms of the Warrant Certificates have been duly authorized and established in conformity with the provisions of this Agreement; (Bii) in the case of an underwritten offering, the terms of the Universal Warrants have been duly authorized and established in conformity with the provisions of this Agreement and, in the case of an offering that is not underwritten, certain terms of the Universal Warrants have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental agreement in accordance with this Agreement, and when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all terms will have been duly authorized by the Company and will have been established in conformity with the provisions of this Agreement; and (Ciii) when the Warrant Certificates have been executed by the Company and countersigned by the Warrant Agent in accordance with the provisions of this Agreement and delivered to and duly paid for by the purchasers thereof, subject to such other conditions as may be set forth in such opinion of counsel, they will have been duly issued under this Agreement and the Universal Warrants evidenced thereby will be valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Agreement. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Warrant Agent), who shall be counsel reasonably satisfactory to the Warrant Agent, in which case the opinion shall state that such counsel believes he and the Warrant Agent are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, such counsel has relied, to the extent such counsel deems proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Countersignature and Delivery of Warrant Certificates. (a) The Company may deliver Warrant Certificates evidencing Universal Warrants of any series executed by the Company to the Warrant Agent for countersignature together with the applicable documents referred to below in this Section, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates to or upon the order of the Company (contained in the Issuer Order (as defined below) referred to below in this Section) or pursuant to such procedures acceptable to the Warrant Agent as may be specified from time to time by an Issuer Order. Any terms of the Universal Warrants evidenced by such Warrant Certificates may be determined by or pursuant to such Issuer Order or such other procedures. If provided for in such procedures, such Issuer Order may authorize countersignature and delivery pursuant to oral instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. In countersigning such Warrant Certificates and accepting the responsibilities under this Agreement in relation to the Universal Warrants evidenced by such Warrant Certificates, the Warrant Agent shall be entitled to receive (in the case of subparagraphs 1.04(a)(ii), 1.04(a)(iii) and 1.04(a)(iv) below below, only at or before the time of the first request of the Company to the Warrant Agent to countersign Warrant Certificates in a particular form evidencing Universal Warrants) and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (i) an Issuer Order requesting such countersignature and setting forth delivery instructions if the Warrant Certificates are not to be delivered to the Company; (ii) any Board Resolution, Officer's Certificate and/or executed supplemental agreement pursuant to which the forms and terms of the Universal Warrants evidenced by such Warrant Certificates were established; (iii) an Officer's Certificate setting forth the forms and terms of the Universal Warrants evidenced by such Warrant Certificates stating that the form or forms and terms of the Universal Warrants evidenced by such Warrant Certificates have been established pursuant to Sections 1.02 and 1.03 and comply with this Agreement, and covering such other matters as the Warrant Agent may reasonably request; and and (iv) At the option of the Company, either an Opinion of Counsel (as defined below) or a letter addressed to the Warrant Agent permitting it to rely on an Opinion of Counsel, substantially to the effect that: (A) the forms of the Warrant Certificates have been duly authorized and established in conformity with the provisions of this Agreement; (B) in the case of an underwritten offering, the terms of the Universal Warrants have been duly authorized and established in conformity with the provisions of this Agreement and, in the case of an offering that is not underwritten, certain terms of the Universal Warrants have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental agreement in accordance with this Agreement, and when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all terms will have been duly authorized by the Company and will have been established in conformity with the provisions of this Agreement; and (C) when the Warrant Certificates have been executed by the Company and countersigned by the Warrant Agent in accordance with the provisions of this Agreement and delivered to and duly paid for by the purchasers thereof, subject to such other conditions as may be set forth in such opinion of counsel, they will have been duly issued under this Agreement and the Universal Warrants evidenced thereby will be valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Agreement. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Warrant Agent), who shall be counsel reasonably satisfactory to the Warrant Agent, in which case the opinion shall state that such counsel believes he and the Warrant Agent are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, such counsel has relied, to the extent such counsel deems proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Countersignature and Delivery of Warrant Certificates. (a) The Company may deliver Warrant Certificates evidencing Universal Warrants of any series executed by the Company to the Warrant Agent for countersignature together with the applicable documents referred to below in this Section, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates to or upon the order of the Company (contained in the Issuer Order (as defined below) referred to below in this Section) or pursuant to such procedures acceptable to the Warrant Agent as may be specified from time to time by an Issuer Order. Any terms of the Universal Warrants evidenced by such Warrant Certificates may be determined by or pursuant to such Issuer Order or such other procedures. If provided for in such procedures, such Issuer Order may authorize countersignature and delivery pursuant to oral instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. In countersigning such Warrant Certificates and accepting the responsibilities under this Agreement in relation to the Universal Warrants evidenced by such Warrant Certificates, the Warrant Agent shall be entitled to receive (in the case of subparagraphs 1.04(a)(ii1.4(a)(ii), 1.04(a)(iii1.4(a)(iii) and 1.04(a)(iv1.4(a)(iv) below only at or before the time of the first request of the Company to the Warrant Agent to countersign Warrant Certificates in a particular form evidencing Universal Warrants) and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (i) an Issuer Order requesting such countersignature and setting forth delivery instructions if the Warrant Certificates are not to be delivered to the Company; (ii) any Board Resolution, Officer's Certificate and/or executed supplemental agreement pursuant to which the forms and terms of the Universal Warrants evidenced by such Warrant Certificates were established; (iii) an Officer's Certificate setting forth the forms and terms of the Universal Warrants evidenced by such Warrant Certificates stating that the form or forms and terms of the Universal Warrants evidenced by such Warrant Certificates have been established pursuant to Sections 1.02 1.2 and 1.03 1.3 and comply with this Agreement, and covering such other matters as the Warrant Agent may reasonably request; and (iv) At the option of the Company, either an Opinion of Counsel (as defined below) or a letter addressed to the Warrant Agent permitting it to rely on an Opinion of Counsel, substantially to the effect that: (A) the forms of the Warrant Certificates have been duly authorized and established in conformity with the provisions of this Agreement; (B) in the case of an underwritten offering, the terms of the Universal Warrants have been duly authorized and established in conformity with the provisions of this Agreement and, in the case of an offering that is not underwritten, certain terms of the Universal Warrants have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental agreement in accordance with this Agreement, and when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all terms will have been duly authorized by the Company and will have been established in conformity with the provisions of this Agreement; and (C) when the Warrant Certificates have been executed by the Company and countersigned by the Warrant Agent in accordance with the provisions of this Agreement and delivered to and duly paid for by the purchasers thereof, subject to such other conditions as may be set forth in such opinion of counsel, they will have been duly issued under this Agreement and the Universal Warrants evidenced thereby will be valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Agreement. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Warrant Agent), who shall be counsel reasonably satisfactory to the Warrant Agent, in which case the opinion shall state that such counsel believes he and the Warrant Agent are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, such counsel has relied, to the extent such counsel deems proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.