Common use of Terms of Warrants; Exercise of Warrants Clause in Contracts

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, a Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part during the period commencing at the opening of business on December 29, 2016 and until 5:00 p.m., New York City time, on June 29, 2023 (the “Expiration Time”), and shall entitle the Holder thereof to receive from the Partnership either: (i) Warrant Units pursuant to the Partnership’s option to effect a Net Unit Settlement pursuant to Section 4.01(c) or (ii) cash pursuant to the Partnership’s option to effect a Net Cash Settlement pursuant to Section 4.01(d); provided that Holders shall be able to exercise their Warrants only if the exercise of such Warrants is exempt from, or in compliance with, the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that any Warrant Units be issued on exercise of the Warrants reside. If all or any of the Warrants are exercised following the declaration of a distribution on Common Units, no decrease to or rescindment of any such declared but unpaid distribution will be made. Each Warrant not exercised prior to the Expiration Time shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. (b) In order to exercise all or any of the Warrants, the Holder thereof must deliver to the Partnership (i) such Warrants and (ii) the form of election to exercise on the reverse thereof duly filled in and signed (the “Exercise Notice”). Following its receipt of any Exercise Notice, the Partnership will promptly provide written notice to the Warrant Agent whether (A) the Partnership elects (a “Net Unit Settlement Election”) to have the exercise of Warrants set forth in the Exercise Notice (the “Warrant Exercise”) net unit settled pursuant to the procedures set forth in Section 4.01(c) (a “Net Unit Settlement”) or (B) the Partnership elects (a “Net Cash Settlement Election”) to have the Warrant Exercise net cash settled pursuant to the procedures set forth in Section 4.01(d) (a “Net Cash Settlement”); provided, however, that if the Partnership is unable to successfully accomplish full Net Unit Settlement for any reason (including the Partnership not having authorized or reserved sufficient Common Units therefor or pursuant to Section 3.09(d)), then the Partnership shall be required to elect Net Cash Settlement to the extent of such deficit. (c) If the Partnership makes a Net Unit Settlement Election pursuant to Section 4.01(b) with respect to a Warrant Exercise, then the Warrant Exercise shall be “net unit settled” whereupon the Warrant will be converted into Common Units pursuant to a cashless exercise, after which the Partnership will issue to the Holder the Warrant Units equal to the result obtained by (i) subtracting B from A, (ii) dividing the result by A, and (iii) multiplying the difference by C as set forth in the following equation: X = ((A - B)/A) × C where:

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms --------------------------------------- of this Agreement, a each Warrant Holder shall have the right, which may be exercisable, at exercised commencing on or after the election of the Holder thereof, either in full or from time to time in part during the period commencing at the opening of business on December 29, 2016 Exercisability Date (as defined below) and until 5:00 p.m., New York City time, on June 29, 2023 the six-month anniversary of the Exercisability Date (the “"Expiration Time”Date"), and shall entitle the Holder thereof to receive from the Partnership either: (i) Company the --------------- number of fully paid and nonassessable Warrant Units pursuant Shares which the Holder may at the time be entitled to the Partnership’s option to effect a Net Unit Settlement pursuant to Section 4.01(c) or (ii) cash pursuant to the Partnership’s option to effect a Net Cash Settlement pursuant to Section 4.01(d); provided that Holders shall be able to exercise their Warrants only if the receive on exercise of such Warrants and payment of the Exercise Price (as defined below) then in effect for such Warrant Shares together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof. If the Exercisability Date is exempt fromon or prior to March 31, or in compliance with2002, the registration requirements of Holders shall then be entitled to receive from the Securities Act and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that any Warrant Units be issued Company (on exercise of the such Warrants reside. If all or any and payment of the Warrants are exercised following Exercise Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 20,575,507 Warrant Shares (in the declaration of a distribution on Common Units, no decrease to or rescindment of any such declared but unpaid distribution will be made. Each aggregate) (with each Warrant being exercisable for 1.153846 Warrant Shares) in the event the Adjustment Event (as defined in the Merger Agreement) has not exercised occurred prior to the Expiration Time shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. Exercisability Date or (b) In order 17,832,106 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 1.000000 Warrant Shares) in the event the Adjustment Event has occurred prior to exercise all the Exercisability Date. If the Exercisability Date is after March 31, 2002 and on or any of the Warrantsprior to September 30, 2002, the Holder thereof must deliver shall then be entitled to receive from the Partnership Company (i) on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares) (iitogether, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 11,302,039 Warrant Shares (in the form of election to exercise on aggregate) (with each Warrant being exercisable for 0.633803 Warrant Shares) in the reverse thereof duly filled in and signed (event the “Exercise Notice”). Following its receipt of any Exercise Notice, the Partnership will promptly provide written notice Adjustment Event has not occurred prior to the Exercisability Date or (b) 9,726,603 Warrant Agent whether Shares (A) the Partnership elects (a “Net Unit Settlement Election”) to have the exercise of Warrants set forth in the Exercise Notice (the “Warrant Exercise”) net unit settled pursuant to the procedures set forth in Section 4.01(caggregate) (a “Net Unit Settlement”with each Warrant being exercisable for 0.545455 Warrant Shares) or (B) the Partnership elects (a “Net Cash Settlement Election”) to have the Warrant Exercise net cash settled pursuant to the procedures set forth in Section 4.01(d) (a “Net Cash Settlement”); provided, however, that if the Partnership is unable to successfully accomplish full Net Unit Settlement for any reason (including the Partnership not having authorized or reserved sufficient Common Units therefor or pursuant to Section 3.09(d)), then the Partnership shall be required to elect Net Cash Settlement to the extent of such deficit. (c) If the Partnership makes a Net Unit Settlement Election pursuant to Section 4.01(b) with respect to a Warrant Exercise, then the Warrant Exercise shall be “net unit settled” whereupon the Warrant will be converted into Common Units pursuant to a cashless exercise, after which the Partnership will issue to the Holder the Warrant Units equal to the result obtained by (i) subtracting B from A, (ii) dividing the result by A, and (iii) multiplying the difference by C as set forth in the following equation: X = ((A - B)/A) × C where:event the Adjustment Event has

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms --------------------------------------- of this Agreement, a each Warrant Holder shall have the right, which may be exercisable, at exercised commencing on or after the election of the Holder thereof, either in full or from time to time in part during the period commencing at the opening of business on December 29, 2016 Exercisability Date (as defined below) and until 5:00 p.m., New York City time, on June 29, 2023 the six-month anniversary of the Exercisability Date (the “"Expiration Time”Date"), and shall entitle the Holder thereof to receive from the Partnership either: (i) Company the --------------- number of fully paid and nonassessable Warrant Units pursuant Shares which the Holder may at the time be entitled to the Partnership’s option to effect a Net Unit Settlement pursuant to Section 4.01(c) or (ii) cash pursuant to the Partnership’s option to effect a Net Cash Settlement pursuant to Section 4.01(d); provided that Holders shall be able to exercise their Warrants only if the receive on exercise of such Warrants and payment of the Exercise Price (as defined below) then in effect for such Warrant Shares together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof. If the Exercisability Date is exempt fromon or prior to March 31, or in compliance with2002, the registration requirements of Holders shall then be entitled to receive from the Securities Act and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that any Warrant Units be issued Company (on exercise of the such Warrants reside. If all or any and payment of the Warrants are exercised following Exercise Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 20,575,507 Warrant Shares (in the declaration of a distribution on Common Units, no decrease to or rescindment of any such declared but unpaid distribution will be made. Each aggregate) (with each Warrant being exercisable for 1.153846 Warrant Shares) in the event the Adjustment Event (as defined in the Merger Agreement) has not exercised occurred prior to the Expiration Time shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. Exercisability Date or (b) In order 17,832,106 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 1.000000 Warrant Shares) in the event the Adjustment Event has occurred prior to exercise all the Exercisability Date. If the Exercisability Date is after March 31, 2002 and on or any of the Warrantsprior to September 30, 2002, the Holder thereof must deliver shall then be entitled to receive from the Partnership Company (i) on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares) (iitogether, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 11,302,039 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.633803 Warrant Shares) in the event the Adjustment Event has not occurred prior to the Exercisability Date or (b) 9,726,603 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.545455 Warrant Shares) in the event the Adjustment Event has occurred prior to the Exercisability Date. If the Exercisability Date is after September 30, 2002 and on or prior to March 31, 2003 (the "Ultimate Expiration Date"), the Holders shall then be entitled to ------------------------ receive from the Company (on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 4,692,659 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.263158 Warrant Shares) the form of election to exercise on event the reverse thereof duly filled in and signed (the “Exercise Notice”). Following its receipt of any Exercise Notice, the Partnership will promptly provide written notice Adjustment Event has not occurred prior to the Exercisability Date or (b) 4,018,503 Warrant Agent whether Shares (A) the Partnership elects (a “Net Unit Settlement Election”) to have the exercise of Warrants set forth in the Exercise Notice (the “Warrant Exercise”) net unit settled pursuant to the procedures set forth in Section 4.01(caggregate) (a “Net Unit Settlement”with each Warrant being exercisable for 0.225352 Warrant Shares) or (B) the Partnership elects (a “Net Cash Settlement Election”) to have the Warrant Exercise net cash settled pursuant to the procedures set forth in Section 4.01(d) (a “Net Cash Settlement”); provided, however, that if the Partnership is unable to successfully accomplish full Net Unit Settlement for any reason (including the Partnership not having authorized or reserved sufficient Common Units therefor or pursuant to Section 3.09(d)), then the Partnership shall be required to elect Net Cash Settlement to the extent of such deficit. (c) If the Partnership makes a Net Unit Settlement Election pursuant to Section 4.01(b) with respect to a Warrant Exercise, then the Warrant Exercise shall be “net unit settled” whereupon the Warrant will be converted into Common Units pursuant to a cashless exercise, after which the Partnership will issue to the Holder the Warrant Units equal to the result obtained by (i) subtracting B from A, (ii) dividing the result by A, and (iii) multiplying the difference by C as set forth in the following equation: X = ((A - B)/A) × C where:event the Adjustment Event has