TO WHICH THE COMPANY IS A PARTY OR BY WHICH THE COMPANY
IS BOUND.
13
(E)
OTHER THAN IN CONNECTION WITH THE REQUISITE
FILINGS UNDER APPLICABLE "BLUE SKY" LAWS AND THE FILING WITH THE SEC OF A FORM
D, THE COMPANY IS NOT REQUIRED TO OBTAIN ANY CONSENT, AUTHORIZATION OR ORDER OF,
OR MAKE ANY FILING OR REGISTRATION WITH, ANY COURT, GOVERNMENTAL AGENCY OR ANY
REGULATORY OR SELF-REGULATORY AGENCY OR ANY OTHER PERSON IN ORDER FOR IT TO
EXECUTE, DELIVER OR PERFORM ANY OF ITS OBLIGATIONS UNDER OR CONTEMPLATED BY THIS
AGREEMENT, IN EACH CASE IN ACCORDANCE WITH THE TERMS HEREOF OR THEREOF.
(F)
NEITHER THE COMPANY, NOR ANY OF ITS
AFFILIATES, NOR ANY PERSON ACTING ON ITS OR THEIR BEHALF, HAS ENGAGED IN ANY
FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING (WITHIN THE MEANING OF
REGULATION D) IN CONNECTION WITH THE OFFER OR SALE OF THE UNITS.
THE COMPANY
SHALL BE RESPONSIBLE FOR THE PAYMENT OF ANY PLACEMENT AGENT'S FEES, FINANCIAL
ADVISORY FEES, OR BROKERS' COMMISSIONS (OTHER THAN FOR PERSONS ENGAGED BY ANY
SUBSCRIBER FOR UNITS OR ITS INVESTMENT ADVISOR) RELATING TO OR ARISING OUT OF
THE TRANSACTIONS CONTEMPLATED HEREBY.
(G)
THIS AGREEMENT DOES NOT CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT WITH RESPECT TO
THE COMPANY NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE HEREIN, IN THE LIGHT
OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(H)
THE COMPANY UNDERSTANDS AND CONFIRMS THAT
EACH OF THE BUYERS WILL RELY ON THE FOREGOING REPRESENTATIONS IN EFFECTING
TRANSACTIONS IN SECURITIES OF THE COMPANY.
THE REPRESENTATIONS AND WARRANTIES
OF THE COMPANY CONTAINED IN THIS SECTION 4, DO NOT CONTAIN ANY UNTRUE STATEMENT
OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE
THE STATEMENTS MADE THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
WERE MADE, NOT MISLEADING.
EACH PRESS RELEASE ISSUED BY THE COMPANY DURING THE
TWELVE (12) MONTHS PRECEDING THE DATE OF THIS AGREEMENT DID NOT AT THE TIME OF
RELEASE CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE
STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY ARE MADE,
NOT MISLEADING.
NO EVENT OR CIRCUMSTANCE HAS OCCURRED OR INFORMATION EXISTS
WITH RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR ITS OR THEIR BUSINESS,
PROPERTIES, PROSPECTS, OPERATIONS OR FINANCIAL CONDITIONS, WHICH, UNDER
APPLICABLE LAW, RULE OR REGULATION, REQUIRES PUBLIC DISCLOSURE OR ANNOUNCEMENT
BY THE COMPANY BUT WHICH HAS NOT BEEN SO PUBLICLY ANNOUNCED OR DISCLOSED.
(I)
SINCE DECEMBER 31, 2005, THE COMPANY HAS
FILED ALL REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS REQUIRED TO
BE FILED BY IT WITH THE SEC PURSUANT TO THE REPORTING REQUIREMENTS OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT") (ALL OF THE
FOREGOING FILED PRIOR TO THE DATE HEREOF AND ALL EXHIBITS INCLUDED THEREIN AND
FINANCIAL STATEMENTS, NOTES AND