AND (B) THAT STOP-TRANSFER INSTRUCTIONS TO THAT
EFFECT WILL BE IN EFFECT WITH RESPECT TO SUCH SECURITIES.
NOTWITHSTANDING THE
FOREGOING, EACH PURCHASER MAY AT ANY TIME ENTER INTO ONE OR MORE TOTAL RETURN
SWAPS WITH RESPECT TO SUCH PURCHASER'S PURCHASED UNITS WITH A THIRD PARTY
PROVIDED THAT SUCH TRANSACTIONS ARE EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT.
SECTION 4.5
NATURE OF PURCHASER.
SUCH PURCHASER REPRESENTS AND
WARRANTS TO, AND COVENANTS AND AGREES WITH, BREITBURN THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A PROMULGATED BY
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES ACT OR AN
"ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501 OF REGULATION D PROMULGATED
BY THE COMMISSION PURSUANT TO THE SECURITIES ACT AND (B) BY REASON OF ITS
BUSINESS AND FINANCIAL EXPERIENCE IT HAS SUCH KNOWLEDGE, SOPHISTICATION AND
EXPERIENCE IN MAKING SIMILAR INVESTMENTS AND IN BUSINESS AND FINANCIAL MATTERS
GENERALLY SO AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE
PROSPECTIVE INVESTMENT IN THE PURCHASED UNITS, IS ABLE TO BEAR THE ECONOMIC RISK
OF SUCH INVESTMENT AND, AT THE PRESENT TIME, WOULD BE ABLE TO AFFORD A COMPLETE
LOSS OF SUCH INVESTMENT.
SECTION 4.6
RECEIPT OF INFORMATION; AUTHORIZATION.
SUCH PURCHASER
ACKNOWLEDGES THAT IT HAS (A) HAD ACCESS TO THE BREITBURN SEC DOCUMENTS, (B) HAD
ACCESS TO INFORMATION REGARDING THE BEP ACQUISITION AND ITS POTENTIAL EFFECT ON
BREITBURN'S OPERATIONS AND FINANCIAL RESULTS AND (C) BEEN PROVIDED A REASONABLE
OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM REPRESENTATIVES OF
BREITBURN REGARDING SUCH MATTERS INCLUDING MATTERS WITH RESPECT TO THE BEP
ACQUISITION.
SECTION 4.7
RESTRICTED SECURITIES.
SUCH PURCHASER UNDERSTANDS THAT
THE PURCHASED UNITS IT IS PURCHASING ARE CHARACTERIZED AS "RESTRICTED
SECURITIES" UNDER THE FEDERAL SECURITIES LAWS INASMUCH AS THEY ARE BEING
ACQUIRED FROM BREITBURN IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING AND
THAT UNDER SUCH LAWS AND APPLICABLE REGULATIONS SUCH SECURITIES MAY BE RESOLD
WITHOUT REGISTRATION UNDER THE SECURITIES ACT ONLY IN CERTAIN LIMITED
CIRCUMSTANCES.
IN THIS CONNECTION, SUCH PURCHASER REPRESENTS THAT IT IS
KNOWLEDGEABLE WITH RESPECT TO RULE 144 OF THE COMMISSION PROMULGATED UNDER THE
SECURITIES ACT.
SECTION 4.8
CERTAIN FEES.
NO FEES OR COMMISSIONS WILL BE PAYABLE BY
SUCH PURCHASER TO BROKERS, FINDERS OR INVESTMENT BANKERS WITH RESPECT TO THE
SALE OF ANY OF THE PURCHASED UNITS OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
BREITBURN WILL NOT BE LIABLE FOR ANY SUCH FEES
OR COMMISSIONS.
SECTION 4.9
LEGEND.
IT IS UNDERSTOOD THAT THE CERTIFICATES
EVIDENCING THE PURCHASED UNITS WILL INITIALLY BEAR THE FOLLOWING LEGEND:
"THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN
THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE
144 UNDER SUCH ACT OR THE
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ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY