ITS TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY, FRAUDULENT TRANSFER AND SIMILAR LAWS AFFECTING
CREDITORS' RIGHTS GENERALLY OR BY GENERAL PRINCIPLES OF EQUITY, INCLUDING
PRINCIPLES OF COMMERCIAL REASONABLENESS, FAIR DEALING AND GOOD FAITH.
SECTION 4.3
NO BREACH.
THE EXECUTION, DELIVERY AND PERFORMANCE BY
SUCH PURCHASER OF THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT TO WHICH
IT IS A PARTY AND ALL OTHER AGREEMENTS AND INSTRUMENTS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE REGISTRATION RIGHTS
AGREEMENT TO WHICH IT IS A PARTY, AND COMPLIANCE BY SUCH PURCHASER WITH THE
TERMS AND PROVISIONS HEREOF AND THEREOF AND THE PURCHASE OF THE PURCHASED UNITS
BY SUCH PURCHASER DO NOT AND WILL NOT (A) VIOLATE ANY PROVISION OF ANY LAW,
GOVERNMENTAL PERMIT, DETERMINATION OR AWARD HAVING APPLICABILITY TO SUCH
PURCHASER OR ANY OF ITS PROPERTIES, (B) CONFLICT WITH OR RESULT IN A VIOLATION
OF ANY PROVISION OF THE ORGANIZATIONAL DOCUMENTS OF SUCH PURCHASER OR (C)
REQUIRE ANY CONSENT (OTHER THAN STANDARD INTERNAL CONSENTS), APPROVAL OR NOTICE
UNDER OR RESULT IN A VIOLATION OR BREACH OF OR CONSTITUTE (WITH OR WITHOUT DUE
NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT (OR GIVE RISE TO ANY RIGHT OF
TERMINATION, CANCELLATION OR ACCELERATION) UNDER (I) ANY NOTE, BOND, MORTGAGE,
LICENSE, OR LOAN OR CREDIT AGREEMENT TO WHICH SUCH PURCHASER IS A PARTY OR BY
WHICH SUCH PURCHASER OR ANY OF ITS PROPERTIES MAY BE BOUND OR (II) ANY OTHER
SUCH AGREEMENT, INSTRUMENT OR OBLIGATION, EXCEPT IN THE CASE OF CLAUSES (A) AND
(C) WHERE SUCH VIOLATION, DEFAULT, BREACH, TERMINATION, CANCELLATION, FAILURE TO
RECEIVE CONSENT OR APPROVAL, OR ACCELERATION WITH RESPECT TO THE FOREGOING
PROVISIONS OF THIS SECTION 4.2 WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE
A PURCHASER MATERIAL ADVERSE EFFECT.
SECTION 4.4
INVESTMENT.
THE PURCHASED UNITS ARE BEING ACQUIRED FOR
SUCH PURCHASER'S OWN ACCOUNT, OR THE ACCOUNTS OF CLIENTS FOR WHOM SUCH PURCHASER
EXERCISES DISCRETIONARY INVESTMENT AUTHORITY, NOT AS A NOMINEE OR AGENT, AND
WITH NO PRESENT INTENTION OF DISTRIBUTING THE PURCHASED UNITS OR ANY PART
THEREOF, AND SUCH PURCHASER HAS NO PRESENT INTENTION OF SELLING OR GRANTING ANY
PARTICIPATION IN OR OTHERWISE DISTRIBUTING THE SAME IN ANY TRANSACTION IN
VIOLATION OF THE SECURITIES LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE,
WITHOUT PREJUDICE, HOWEVER, TO SUCH PURCHASER'S RIGHT AT ALL TIMES TO SELL OR
OTHERWISE DISPOSE OF ALL OR ANY PART OF THE PURCHASED UNITS UNDER A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNDER
AN EXEMPTION FROM SUCH REGISTRATION AVAILABLE THEREUNDER (INCLUDING, IF
AVAILABLE, RULE 144 PROMULGATED THEREUNDER).
IF SUCH PURCHASER SHOULD IN THE
FUTURE DECIDE TO DISPOSE OF ANY OF
13
THE PURCHASED UNITS, SUCH PURCHASER UNDERSTANDS AND AGREES (A) THAT IT MAY DO SO
ONLY (I) IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAW, AS THEN IN EFFECT, OR PURSUANT TO AN EXEMPTION THEREFROM OR (II) IN THE
MANNER CONTEMPLATED BY ANY REGISTRATION STATEMENT PURSUANT TO WHICH SUCH
SECURITIES ARE BEING OFFERED,