Common use of Transfer and Exchange of Physical Warrants Clause in Contracts

Transfer and Exchange of Physical Warrants. When Physical Warrants are presented to the Warrant Agent with a request: (i) to register the transfer of the Physical Warrants; or (ii) to exchange such Physical Warrants for an equal number of Physical Warrants of other authorized denominations, the Warrant Agent shall register the transfer or make the exchange as requested if the requirements under this Agreement as set forth in this Section 6 for such transactions are met; PROVIDED, HOWEVER, that the Physical Warrants presented or surrendered for registration of transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Warrant Agent, duly executed by the Warrantholder thereof or his attorney duly authorized in writing; and (2) in the case of Physical Warrants the offer and sale of which have not been registered under the Securities Act, such Physical Warrants shall be accompanied, in the sole discretion of the Company, by the following additional information and documents, as applicable: (A) if such Physical Warrants are being delivered to the Warrant Agent by a holder for registration in the name of such holder, without transfer, a certification from such holder to that effect (in substantially the form of Exhibit C hereto); or (B) if such Physical Warrants are being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act (a "QUALIFIED INSTITUTIONAL BUYER")) in accordance with Rule 144A under the Securities Act., a certification to that effect (in substantially the form of Exhibit C hereto).

Transfer and Exchange of Physical Warrants. When Physical Warrants are presented to the Warrant Agent with a request: (i) to register the transfer of the Physical Warrants; or (ii) to exchange such Physical Warrants for an equal number of Physical Warrants of other authorized denominationsdenominations or for LLC Warrants in the proportionate amount represented by such Warrant, the Warrant Agent shall shall, subject to Section 5, register the transfer or make the exchange as requested if the requirements under this Agreement as set forth in this Section 6 for such transactions are met; PROVIDED, HOWEVER, that the Physical Warrants presented or surrendered for registration of transfer or exchange:; (1a) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Warrant Agent, duly executed by the Warrantholder Holder thereof or his attorney duly authorized in writing; and (2b) in the case of Physical Warrants the offer and sale of which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), such Physical Warrants shall be accompanied, in the sole discretion of the Company, accompanied by the following additional information and documents, as applicable: (A1) if such Physical Warrants are being delivered to the Warrant Agent by a holder Holder for registration in the name of such holderHolder, without transfer, a certification from such holder Holder to that effect (in substantially the form of Exhibit C EXHIBIT B hereto); or (B2) if such Physical Warrants are being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act (a "QUALIFIED INSTITUTIONAL BUYERQualified Institutional Buyer")) in accordance with Rule 144A under the Securities Act., a certificate to that effect (in substantially the form of EXHIBIT B hereto); or (3) if such Physical Warrants are being transferred to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (an "Institutional Accredited Investor")), delivery of a certification to that effect (in substantially the form of EXHIBIT B hereto) and a Transferee Certificate for Institutional Accredited Investors in substantially the form of EXHIBIT C hereto; or (4) if such Physical Warrants are being transferred in reliance on Regulation S under the Securities Act ("Regulation S"), delivery of a certification to that effect (in substantially the form of EXHIBIT B hereto) and a Transferee Certificate for Regulation S Transfers in substantially the form of EXHIBIT D hereto and an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act; or (5) if such Physical Warrants are being transferred in reliance on Rule 144 under the Securities Act, delivery of a certification to that effect (in substantially the form of EXHIBIT B hereto) and an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act; or (6) if such Physical Warrants are being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect (in substantially the form of Exhibit C EXHIBIT B hereto)) and an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Physical Warrants. When Physical Warrants are presented to the Warrant Agent with a request: (i) to register the transfer of the Physical Warrants; or (ii) to exchange such Physical Warrants for an equal number of Physical Warrants of other authorized denominations, the Warrant Agent shall register the transfer or make the exchange as requested if the requirements under this Agreement as set forth in this Section 6 for such transactions are met; PROVIDEDprovided, HOWEVERhowever, that the Physical Warrants presented or surrendered for registration of transfer or exchange: (1I) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Warrant Agent, duly executed by the Warrantholder Holder thereof or his attorney duly authorized in writing; and (2II) in the case of Physical Warrants the offer and sale of which have not been registered under the Securities Act of 1933, as amended (the "Security Act"), such Physical Warrants shall be accompanied, in the sole discretion of the Company, by the following additional information and documents, as applicable: (A) if such Physical Warrants are being delivered to the Warrant Agent by a holder for registration in the name of such holder, without transfer, a certification from such holder to that effect (in substantially the form of Exhibit C B hereto); or (B) if such Physical Warrants are being transferred to a "qualified institutional Institutional buyer" (as defined in Rule 144A under the Securities Act (a "QUALIFIED INSTITUTIONAL BUYERQualified Institutional Buyer")) in accordance with Rule 144A under the Securities Act., a certification to that effect (in substantially the form of Exhibit B hereto); or (C) if such Physical Warrants are being transferred to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (an "Institutional Accredited Investor")) delivery of a certification to that effect (in substantially the form of Exhibit B hereto) and a Transferee Certificate for Institutional Accredited Investors in substantially the form of Exhibit C hereto; or (D) if such Physical Warrants are being transferred in reliance on Regulation S under the Securities Act ("Regulation S"), delivery of a certification to that effect (in substantially the form of Exhibit B hereto) and a Transferee Certificate for Regulation S Transfers in substantially the form of Exhibit D hereto and an Opinion of Counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act; or (E) if such Physical Warrants are being transferred in reliance on Rule 144 under the Securities Act, delivery of a certification to that effect (in substantially the form of Exhibit B hereto) and an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act; or (F) if such Physical Warrants are being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect (in substantially the form of Exhibit B hereto) and an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Physical Warrants. When Physical Warrants are presented to the Warrant Agent with a request: (i) to register the transfer of the Physical Warrants; or (ii) to exchange such Physical Warrants for an equal number of Physical Warrants of other authorized denominations, the Warrant Agent shall shall, subject to Section 5, register the transfer or make the exchange as requested if the requirements under this Agreement as set forth in this Section 6 for such transactions are met; PROVIDEDprovided, HOWEVERhowever, that the Physical Warrants presented or surrendered for registration of transfer or exchange:; (1I) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Warrant Agent, duly executed by the Warrantholder Holder thereof or his attorney duly authorized in writing; and (2II) in the case of Physical Warrants the offer and sale of which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), such Physical Warrants shall be accompanied, in the sole discretion of the CompanyPartnership, by the following additional information and documents, as applicable: (A) if such Physical Warrants are being delivered to the Warrant Agent by a holder Holder for registration in the name of such holderHolder, without transfer, a certification from such holder Holder to that effect (in substantially the form of Exhibit C B hereto); or (B) if such Physical Warrants are being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act (a "QUALIFIED INSTITUTIONAL BUYERQualified Institutional Buyer")) in accordance with Rule 144A under the Securities Act., a certificate to that effect (in substantially the form of Exhibit B hereto); or (C) if such Physical Warrants are being transferred to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (an "Institutional Accredited Investor")) delivery of a certification to that effect (in substantially the form of Exhibit B hereto) and a Transferee Certificate for Institutional Accredited Investors in substantially the form of Exhibit C hereto; or (D) if such Physical Warrants are being transferred in reliance on Regulation S under the Securities Act ("Regulation S"), delivery of a certification to that effect (in substantially the form of Exhibit B hereto) and a Transferee Certificate for Regulation S Transfers in substantially the form of Exhibit D (E) if such Physical Warrants are being transferred in reliance on Rule 144 under the Securities Act, delivery of a certification to that effect (in substantially the form of Exhibit B hereto) and an opinion of counsel reasonably satisfactory to the Partnership to the effect that such transfer is in compliance with the Securities Act; or (F) if such Physical Warrants are being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect (in substantially the form of Exhibit C B hereto)) and an opinion of counsel reasonably satisfactory to the Partnership to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Physical Warrants. When Physical Warrants are presented to the Warrant Agent with a request: (i) to register the transfer of the Physical Warrants; or (ii) to exchange such Physical Warrants for an equal number of Physical Warrants of other authorized denominations, the Warrant Agent shall register the transfer or make the exchange as requested if the requirements under this Agreement as set forth in this Section 6 for such transactions are met; PROVIDED, HOWEVER, that the Physical Warrants presented or surrendered for registration of transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Warrant Agent, duly executed by the Warrantholder thereof or his attorney duly authorized in writing; and (2) in the case of Physical Warrants the offer and sale of which have not been registered under the Securities Act, such Physical Warrants shall be accompanied, in the sole discretion of the Company, by the following additional information and documents, as applicable: (A) if such Physical Warrants are being delivered to the Warrant Agent by a holder for registration in the name of such holder, without transfer, a certification from such holder to that effect (in substantially the form of Exhibit EXHIBIT C attached hereto); or (B) if such Physical Warrants are being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act (a "QUALIFIED INSTITUTIONAL BUYER")) in accordance with Rule 144A under the Securities Act., a certification to that effect (in substantially the form of Exhibit EXHIBIT C attached hereto).

Transfer and Exchange of Physical Warrants. When Physical ------------------------------------------ Warrants are presented to the Warrant Agent with a request: (i) to register the transfer of the Physical Warrants; or (ii) to exchange such Physical Warrants for an equal number of Physical Warrants of other authorized denominations, the Warrant Agent shall register the transfer or make the exchange as requested if the requirements under this Warrant Agreement as set forth in this Section 6 5.02 for such transactions are met; PROVIDEDprovided, HOWEVERhowever, that the Physical -------- ------- Warrants presented or surrendered for registration of transfer or exchange: (1A) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Warrant Agent, duly executed by the Warrantholder Holder thereof or his attorney duly authorized in writing; and (2B) in the case of Physical Warrants the offer and sale of which have not been registered under the Securities Act, such Physical Warrants shall be accompanied, in the sole discretion of the Company, by the following additional information and documents, as applicable: (AI) if such Physical Warrants are Warrant is being delivered to the Warrant Agent by a holder Holder for registration in the name of such holderHolder, without transfer, a certification from such holder Holder to that effect (substantially in substantially the form of Exhibit C hereto); or (BII) if such Physical Warrants are Warrant is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act (a "QUALIFIED INSTITUTIONAL BUYER")) Qualified Institutional Buyer in accordance with Rule 144A under the Securities Act.144A, a certification to that effect (substantially in substantially the form of Exhibit C hereto); or (III) if such Physical Warrant is being transferred to an Institutional Accredited Investor, delivery of a certification to that effect (substantially in the form of Exhibit C hereto) and a Transferee Certificate for Institutional Accredited Investors substantially in the form of Exhibit D hereto; or (IV) if such Physical Warrant is being transferred in reliance on Regulation S, delivery of a certification to that effect (substantially in the form of Exhibit C hereto), a Transferee Certificate for Regulation S Transfers substantially in the form of Exhibit E hereto and an Opinion of Counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act; or (V) if such Physical Warrant is being transferred in reliance on Rule 144 under the Securities Act, delivery of a certification to that effect (substantially in the form of Exhibit C hereto) and an Opinion of Counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act; or (VI) if such Physical Warrant is being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect (substantially in the form of Exhibit C hereto) and an Opinion of Counsel reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Physical Warrants. When Physical Warrants are presented to the Warrant Agent with a request: (i) to register the transfer of the Physical Warrants; or (ii) to exchange such Physical Warrants for an equal number of Physical Warrants of other authorized denominations, the Warrant Agent shall shall, subject to Section 5, register the transfer or make the exchange as requested if the requirements under this Agreement as set forth in this Section 6 for such transactions are met; PROVIDED, HOWEVER, that the Physical Warrants presented or surrendered for registration of transfer or exchange:; (1I) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Warrant Agent, duly executed by the Warrantholder Holder thereof or his attorney duly authorized in writing; and (2II) in the case of Physical Warrants the offer and sale of which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), such Physical Warrants shall be accompanied, in the sole discretion of the Company, accompanied by the following additional information and documents, as applicable: (A) if such Physical Warrants are being delivered to the Warrant Agent by a holder Holder for registration in the name of such holderHolder, without transfer, a certification from such holder Holder to that effect (in substantially the form of Exhibit C B hereto); or (B) if such Physical Warrants are being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act (a "QUALIFIED INSTITUTIONAL BUYERQualified Institutional Buyer")) in accordance with Rule 144A under the Securities Act., a certificate to that effect (in substantially the form of Exhibit B hereto); or (C) if such Physical Warrants are being transferred to an institutional "accredited investor" (as defined in Rule 501 (a)(1), (2), (3) or (7) under the Securities Act (an "Institutional Accredited Investor")) delivery of a certification to that effect (in substantially the form of Exhibit B hereto) and a Transferee Certificate for Institutional Accredited Investors in substantially the form of Exhibit C hereto; or (D) if such Physical Warrants are being transferred in reliance on Regulation S under the Securities Act ("Regulation S"), delivery of a certification to that effect (in substantially the form of Exhibit B hereto) and a Transferee Certificate for Regulation S Transfers in substantially the form of Exhibit D hereto and an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act; or (E) if such Physical Warrants are being transferred in reliance on Rule 144 under the Securities Act, delivery of a certification to that effect (in substantially the form of Exhibit B hereto) and an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act; or (F) if such Physical Warrants are being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect (in substantially the form of Exhibit C B hereto)) and an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Physical Warrants. When Physical Warrants are presented to the Warrant Agent with a request, and after the Warrant Agent has had adequate time to confer and receive written instructions from the Company: (i) to register the transfer of the Physical Warrants; or (ii) to exchange such Physical Warrants for an equal number of Physical Warrants of other authorized denominations, the Warrant Agent shall register the transfer or make the exchange as requested if the requirements under this Agreement as set forth in this Section 6 for such transactions are met; PROVIDEDprovided, HOWEVERhowever, that the Physical Warrants presented or surrendered for registration of transfer or exchange: (1I) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Warrant Agent, duly executed by the Warrantholder Holder thereof or his attorney duly authorized in writing; and (2II) in the case of Physical Warrants the offer and sale of which have not been registered under the Securities Act of 1933, as amended (the "Security Act"), such Physical Warrants shall be accompanied, in the sole discretion of the Company, by the following additional information and documents, as applicable: (A) if such Physical Warrants are being delivered to the Warrant Agent by a holder Holder for registration in the name of such holderHolder, without transfer, a certification from such holder Holder to that effect (in substantially the form of Exhibit C B hereto); or (B) if such Physical Warrants are being transferred to a "qualified institutional Institutional buyer" (as defined in Rule 144A under the Securities Act (a "QUALIFIED INSTITUTIONAL BUYERQualified Institutional Buyer")) in accordance with Rule 144A under the Securities Act., a certification to that effect (in substantially the form of Exhibit B hereto); or (C) if such Physical Warrants are being transferred to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (an "Institutional Accredited Investor")) delivery of a certification to that effect (in substantially the form of Exhibit B hereto) and a Transferee Certificate for Institutional Accredited Investors in substantially the form of Exhibit C hereto; or (D) if such Physical Warrants are being transferred in reliance on Regulation S under the Securities Act ("Regulation S"), delivery of a certification to that effect (in substantially the form of Exhibit B hereto) and a Transferee Certificate for Regulation S Transfers in substantially the form of Exhibit D hereto and an Opinion of Counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act; or (E) if such Physical Warrants are being transferred in reliance on Rule 144 under the Securities Act, delivery of a certification to that effect (in substantially the form of Exhibit B hereto) and an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act; or (F) if such Physical Warrants are being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect (in substantially the form of Exhibit B hereto) and an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Physical Warrants. When Physical Warrants are presented to the Warrant Agent with a request: (i) to register the transfer of the Physical Warrants; or (ii) to exchange such Physical Warrants for an equal number of Physical Warrants of other authorized denominations, the Warrant Agent shall register the transfer or make the exchange as requested if the requirements under this Agreement as set forth in this Section 6 for such transactions are met; PROVIDEDprovided, HOWEVERhowever, that the Physical Warrants presented or surrendered for registration of transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Warrant Agent, duly executed by the Warrantholder thereof or his attorney duly authorized in writing; and (2) in the case of Physical Warrants the offer and sale of which have not been registered under the Securities Act, such Physical Warrants shall be accompanied, in the sole discretion of the Company, by the following additional information and documents, as applicable: (A) if such Physical Warrants are being delivered to the Warrant Agent by a holder for registration in the name of such holder, without transfer, a certification from such holder to that effect (in substantially the form of Exhibit C attached hereto); or (B) if such Physical Warrants are being transferred to a "“qualified institutional buyer" ” (as defined in Rule 144A under the Securities Act (a "QUALIFIED INSTITUTIONAL BUYER"“Qualified Institutional Buyer”)) in accordance with Rule 144A under the Securities Act., a certification to that effect (in substantially the form of Exhibit C attached hereto).

Transfer and Exchange of Physical Warrants. When Physical Warrants are presented to the Warrant Agent with a request, and after the Warrant Agent has had adequate time to confer and receive written instructions from the Company: (i) to register the transfer of the Physical Warrants; or (ii) to exchange such Physical Warrants for an equal number of Physical Warrants of other authorized denominations, ; the Warrant Agent shall register the transfer or make the exchange as requested if the requirements under this Agreement as set forth in this Section 6 for such transactions are met; PROVIDEDprovided, HOWEVERhowever, that the Physical Warrants presented or surrendered for registration of transfer or exchange: (1I) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Warrant Agenttransfer, duly executed by the Warrantholder Holder thereof or his attorney duly authorized in writing; and (2II) in the case of Physical Warrants the offer and sale of which have not been registered under the Securities Act of 1933, as amended (the "Security Act"), such Physical Warrants shall be accompanied, in the sole discretion of the Company, by the following additional information and documents, as applicable: (A) if such Physical Warrants are being delivered to the Warrant Agent by a holder Holder for registration in the name of such holderHolder, without transfer, a certification from such holder Holder to that effect (in substantially the form of Exhibit C B hereto); or (B) if such Physical Warrants are being transferred to a an institutional "qualified institutional buyeraccredited investor" (as defined in Rule 144A 501(a)(1), (2), (3) or (7) under the Securities Act (a an "QUALIFIED INSTITUTIONAL BUYERInstitutional Accredited Investor")) delivery of a certification to that effect (in accordance with Rule 144A substantially the form of Exhibit B hereto) and a Transferee Certificate for Institutional Accredited Investors in substantially the form of Exhibit C hereto; or (C) if such Physical Warrants are being transferred in reliance on Regulation S under the Securities Act ("Regulation S"), delivery of a certification to that effect (in substantially the form of Exhibit B hereto) and a Transferee Certificate for Regulation S Transfers in substantially the form of Exhibit D hereto and an Opinion of Counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act.; or (D) if such Physical Warrants are being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect (in substantially the form of Exhibit C B hereto)) and an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act.