Common use of Conditions of Your Obligations Clause in Contracts

Conditions of Your Obligations. Your obligations under this Agency Agreement are subject to the accuracy of and compliance with the representations and warranties of the Partnership and the General Partner made in Section 2 hereof, to the performance by the Partnership and the General Partner of their obligations under this Agency Agreement and to the following additional conditions: (a) At the Closing, you will have received the favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the General Partner and the Partnership, dated the Closing date and in form and substance satisfactory to you and your counsel, to the effect that: (i) all action required to be taken by the Partnership and the General Partner before the subscription for and sale of the Units to qualified subscribers therefor has been taken or, before the Closing date, will have been taken, and upon (A) payment of the consideration therefor specified in the Subscription Agreement and receipt of all related executed documents, (B) the execution of the Partnership Agreement by the General Partner as attorney-in-fact for each of the Limited Partners, (C) the filing of the Partnership’s certificate of limited partnership in the appropriate jurisdictions, and (D) the payment of any required filing fee, the subscribers will become Limited Partners of the Partnership entitled to all the rights of Limited Partners under the Partnership Agreement, and the Units will conform to all statements relating thereto contained in the Memorandum, including the Partnership Agreement attached as an appendix thereto; (ii) the Partnership (A) is a limited partnership duly and validly organized pursuant to the Partnership Agreement and the laws of New York and (B) is validly existing under and subject to the laws of New York with full power and authority to conduct the business in which it proposes to engage as described in the Memorandum; (iii) the information contained in the Memorandum (excluding the financial statements as to which such counsel need express no opinion) complies in all material respects with the requirements of Rule 502(b)(2) and (d)(2) of Reg. D; to the best of such counsel’s knowledge, the General Partner has complied with the requirements of Rule 506 under Reg. D and on the basis of its examination and participation in conferences in connection with the preparation of the Memorandum, nothing has come to such counsel’s attention that would lead such counsel to believe that, at any time before or at the Closing, the Memorandum (except for the financial statements as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (iv) the offer and sale of the Units in the manner contemplated by the Memorandum, this Agency Agreement and the Subscription Agreement are exempt from registration under the Securities Act; (v) under the Partnership Act, so long as he does not take part in the management or control of the business of the Partnership, the liability of each subscriber for Units pursuant to the Partnership Agreement to make payments to the Partnership or on behalf of the Partnership will not exceed his obligation to make contributions to the Partnership, and his share of the Partnership’s assets and undistributed profits (subject to his obligation to repay any funds wrongfully returned or distributed to him); and (vi) to the best of such counsel’s knowledge, information and belief, based upon reasonable investigation, there is no action, suit, litigation, or proceeding before or by any court or governmental agency, federal, state or local, pending or threatened against, or affecting or involving the property or business of the General Partner or the business of the Partnership, that would materially and adversely affect the condition (financial or other), business or prospects of the General Partner or the Partnership. (b) At the Closing, you will have received a tax opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, dated the Closing date and confirming its opinion set forth under ‘‘U.S. Federal Income Tax Considerations’’ in the Memorandum. (c) At the Closing you will receive a certificate, dated the Closing date and signed by the president of the General Partner, to the effect that (i) there has not been, since the respective dates as of which information is given in the Memorandum, any material adverse change in the condition of the General Partner, financial or other, whether or not arising in the ordinary course of business, (ii) the other representations and warranties made by the General Partner contained in Section 2 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing, (iii) the General Partner has performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by it before or at such Closing, and (iv) neither the General Partner nor any of its affiliates or agents has, directly or indirectly, paid or awarded any commission or other compensation to any person engaged to render advice to a potential subscriber for Units as an inducement to him to advise the subscriber to purchase any Units. (d) If any of the conditions specified in this Section 7 have not been fulfilled when and as required by this Agency Agreement to be fulfilled, you may cancel this Agency Agreement and all your obligations under it by notifying the General Partner of such cancellation in writing or by telegram at any time at or before any Closing and any such cancellation will be without liability or obligation of any party to any other party except as otherwise provided in Section 5 and Section 9 hereof.

Conditions of Your Obligations. Your obligations under this Agency as agent of the Company to initiate solicitations of offers to purchase Notes and to continue such solicitations, as the case may be, and your obligations to purchase Notes as principal pursuant to any Terms Agreement are or otherwise, shall be subject to the continuing accuracy of the representations and warranties on the part of the Company contained herein, to the accuracy of and compliance with the representations and warranties statements of the Partnership and the General Partner Company's officers made in Section 2 any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Partnership Company of all covenants and the General Partner of their obligations under this Agency Agreement agreements contained herein on its part to be performed and observed and to the following additional conditions: (a) At An order or orders of the Closing, you will have received State Corporation Commission of Virginia authorizing the favorable issuance and sale of the relevant amount of Notes shall be in full force and effect. (b) You shall receive on the Closing Date the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the General Partner and the Partnership, dated the Closing date and in form and substance satisfactory to you and your counsel, to the effect that: (i) all action required to be taken by the Partnership and the General Partner before the subscription for and sale of the Units to qualified subscribers therefor has been taken or, before the Closing date, will have been taken, and upon (A) payment of the consideration therefor specified in the Subscription Agreement and receipt of all related executed documents, (B) the execution of the Partnership Agreement by the General Partner as attorney-in-fact for each of the Limited Partners, (C) the filing of the Partnership’s certificate of limited partnership in the appropriate jurisdictions, and (D) the payment of any required filing fee, the subscribers will become Limited Partners of the Partnership entitled to all the rights of Limited Partners under the Partnership Agreement, and the Units will conform to all statements relating thereto contained in the Memorandum, including the Partnership Agreement attached as an appendix thereto; (ii) the Partnership (A) is a limited partnership duly and validly organized pursuant to the Partnership Agreement and the laws of New York and (B) is validly existing under and subject to the laws of New York with full power and authority to conduct the business in which it proposes to engage as described in the Memorandum; (iii) the information contained in the Memorandum (excluding the financial statements as to which such counsel need express no opinion) complies in all material respects with the requirements of Rule 502(b)(2) and (d)(2) of Reg. D; to the best of such counsel’s knowledge, the General Partner has complied with the requirements of Rule 506 under Reg. D and on the basis of its examination and participation in conferences in connection with the preparation of the Memorandum, nothing has come to such counsel’s attention that would lead such counsel to believe that, at any time before or at the Closing, the Memorandum (except for the financial statements as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (iv) the offer and sale of the Units in the manner contemplated by the Memorandum, this Agency Agreement and the Subscription Agreement are exempt from registration under the Securities Act; (v) under the Partnership Act, so long as he does not take part in the management or control of the business of the Partnership, the liability of each subscriber for Units pursuant to the Partnership Agreement to make payments to the Partnership or on behalf of the Partnership will not exceed his obligation to make contributions to the Partnership, and his share of the Partnership’s assets and undistributed profits (subject to his obligation to repay any funds wrongfully returned or distributed to him); and (vi) to the best of such counsel’s knowledge, information and belief, based upon reasonable investigation, there is no action, suit, litigation, or proceeding before or by any court or governmental agency, federal, state or local, pending or threatened against, or affecting or involving the property or business of the General Partner or the business of the Partnership, that would materially and adversely affect the condition (financial or other), business or prospects of the General Partner or the Partnership. (b) At the Closing, you will have received a tax opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, dated the Closing date and confirming its opinion set forth under ‘‘U.S. Federal Income Tax Considerations’’ Date, substantially in the Memorandum.form attached hereto as Exhibit B. (c) At You shall receive (i) on the Closing Date, (ii) on any date that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the specification of the variable terms of the Notes commonly included in a pricing supplement or an amendment or supplement relating solely to an offering of securities other than the Notes), including an amendment effected by the filing of a document that is incorporated by reference into the Registration Statement or Prospectus (other than (A) a Current Report on Form 8-K containing only information responsive to Item 5 or Item 9 thereof, or Item 10 as proposed or substantially as proposed in Securities Act Release No. 33-8090 (Item 10), and any exhibits relating to such information, (B) the proxy materials of the Company that are distributed in connection with the annual meeting of shareholders and do not contain disclosures pursuant to Items 11, 12, 13, 14, 15 or 16 of Schedule 14A or (C) an amendment to the Company's annual report on Form 10-K filed solely pursuant to General Instruction A to Form 11-K) and (iii) each time, if so indicated in the applicable Terms Agreement or otherwise, the Company sells Notes to you will receive a certificateas principal, the legal opinion of McGuireWoods LLP or other counsel satisfactory to you in your reasonable judgment, dated the Closing Date, the date and signed of such amendment, supplement, incorporation by reference or settlement date, relating to a sale of Notes pursuant to a Terms Agreement or otherwise, as the president case may be, substantially in the form attached hereto as Exhibit C. In lieu of the General Partnersuch opinion to be delivered upon such amendment, supplement, incorporation by reference or settlement date relating to a sale of Notes under a Terms Agreement or otherwise, each counsel last furnishing such an opinion to you shall furnish you with a letter to the effect that (i) there has not been, since the respective dates as of which information is given in the Memorandum, any material adverse change in the condition of the General Partner, financial or other, whether or not arising in the ordinary course of business, (ii) the other representations and warranties made by the General Partner contained in Section 2 hereof are true and correct with you may rely upon such last opinion to the same force and effect extent as though expressly made at it were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of the Closing, (iii) the General Partner has performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by it before or at delivery of such Closing, and (iv) neither the General Partner nor any of its affiliates or agents has, directly or indirectly, paid or awarded any commission or other compensation to any person engaged to render advice to a potential subscriber for Units as an inducement to him to advise the subscriber to purchase any Unitsletter authorizing reliance). (d) If You shall receive (i) on the Closing Date, (ii) on any date that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information (other than by an amendment or supplement relating solely to the issuance and/or offering of securities other than the conditions specified in this Section 7 have not been fulfilled when and as required Notes), including an amendment effected by this Agency Agreement the filing of a document that is incorporated by reference into the Registration Statement or Prospectus (other than (A) a Current Report on Form 8-K containing only information responsive to be fulfilledItem 5, you may cancel this Agency Agreement and all your obligations under it by notifying the General Partner of such cancellation in writing Item 9 or by telegram at any time at or before any Closing Item 10, thereof and any exhibits relating to such cancellation will be without liability or obligation of any party to any other party except as otherwise provided in Section 5 and Section 9 hereof.information or

Conditions of Your Obligations. Your obligations under this Agency Agreement are subject to the accuracy of and compliance with the representations and warranties of the Partnership and the General Partner made in Section 2 hereof, to the performance by the Partnership and the General Partner of their obligations under this Agency Agreement and to the following additional conditions: (a) At the Closing, you will have received the favorable opinion of Willkie Farr & Gallagher, counse▇ ▇▇ ▇▇▇ ▇▇▇era▇ ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the General Partner and the Partnership, dated the Closing date and in form and substance satisfactory to you and your counsel, to the effect that: (i) all action required to be taken by the Partnership and the General Partner before the subscription for and sale of the Units to qualified subscribers therefor has been taken or, before the Closing date, will have been taken, and upon (A) payment of the consideration therefor specified in the Subscription Agreement and receipt of all related executed documents, (B) the execution of the Partnership Agreement by the General Partner as attorney-in-fact for each of the Limited Partners, (C) the filing of the Partnership’s 's certificate of limited partnership in the appropriate jurisdictions, and (D) the payment of any required filing fee, the subscribers will become Limited Partners of the Partnership entitled to all the rights of Limited Partners under the Partnership Agreement, and the Units will conform to all statements relating thereto contained in the Memorandum, including the Partnership Agreement attached as an appendix thereto; (ii) the Partnership (A) is a limited partnership duly and validly organized pursuant to the Partnership Agreement and the laws of New York and (B) is validly existing under and subject to the laws of New York with full power and authority to conduct the business in which it proposes to engage as described in the Memorandum; (iii) the information contained in the Memorandum (excluding the financial statements as to which such counsel need express no opinion) complies in all material respects with the requirements of Rule 502(b)(2) and (d)(2) of Reg. D; to the best of such counsel’s 's knowledge, the General Partner has complied with the requirements of Rule 506 under Reg. D and on the basis of its examination and participation in conferences in connection with the preparation of the Memorandum, nothing has come to such counsel’s 's attention that would lead such counsel to believe that, at any time before or at the Closing, the Memorandum (except for the financial statements as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (iv) the offer and sale of the Units in the manner contemplated by the Memorandum, this Agency Agreement and the Subscription Agreement are exempt from registration under the Securities Act; (v) under the Partnership Act, so long as he does not take part in the management or control of the business of the Partnership, the liability of each subscriber for Units pursuant to the Partnership Agreement to make payments to the Partnership or on behalf of the Partnership will not exceed his obligation to make contributions to the Partnership, and his share of the Partnership’s 's assets and undistributed profits (subject to his obligation to repay any funds wrongfully returned or distributed to him); and (vi) to the best of such counsel’s 's knowledge, information and belief, based upon reasonable investigation, there is no action, suit, litigation, or proceeding before or by any court or governmental agency, federal, state or local, pending or threatened against, or affecting or involving the property or business of the General Partner or the business of the Partnership, that would materially and adversely affect the condition (financial or other), business or prospects of the General Partner or the Partnership. (b) At the Closing, you will have received a tax opinion of Willkie Farr & Gallagher, dated ▇▇▇ ▇▇▇▇▇▇▇ ▇d▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, dated the Closing date and confirming its opinion set forth under ‘‘U.S. "Federal Income Tax Considerations’’ Aspects" in the Memorandum. (c) At the Closing you will receive a certificate, dated the Closing date and signed by the president of the General Partner, to the effect that (i) there has not been, since the respective dates as of which information is given in the Memorandum, any material adverse change in the condition of the General Partner, financial or other, whether or not arising in the ordinary course of business, (ii) the other representations and warranties made by the General Partner contained in Section 2 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing, (iii) the General Partner has performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by it before or at such Closing, and (iv) neither the General Partner nor any of its affiliates or agents has, directly or indirectly, paid or awarded any commission or other compensation to any person engaged to render advice to a potential subscriber for Units as an inducement to him to advise the subscriber to purchase any Units. (d) If any of the conditions specified in this Section 7 have not been fulfilled when and as required by this Agency Agreement to be fulfilled, you may cancel this Agency Agreement and all your obligations under it by notifying the General Partner of such cancellation in writing or by telegram at any time at or before any Closing and any such cancellation will be without liability or obligation of any party to any other party except as otherwise provided in Section 5 5, Section 6 and Section 9 hereof.

Conditions of Your Obligations. Your obligations under this Agency Agreement are subject to the accuracy of and compliance with the representations and warranties of the Partnership and Partnership, the General Partner and the Advisor made in Section 2 hereof, to the performance by the Partnership and the General Partner of their obligations under this Agency Agreement and to the following additional conditions: (a) At the Closing, you will have received the favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP▇, counsel to the General Partner and the PartnershipPartner, dated the Closing date and in form and substance satisfactory to you and your counsel, to the effect that: (i) all action required to be taken by the Partnership and the General Partner before the subscription for and sale of the Units to qualified subscribers therefor has been taken or, before the Closing date, will have been taken, and upon (A) payment of the consideration therefor specified in the Subscription Agreement and receipt of all related executed documents, (B) the execution of the Partnership Agreement by the General Partner as attorney-in-fact for each of the Limited Partners, (C) the filing of the Partnership’s certificate of limited partnership Certificate in the appropriate jurisdictions, and (D) the payment of any required filing fee, the subscribers will become Limited Partners of the Partnership entitled to all the rights of Limited Partners under the Partnership Agreement, and the Units will conform to all statements relating thereto contained in the Memorandum, including the Partnership Agreement attached as an appendix thereto; (ii) the Partnership (A) is a limited partnership duly and validly organized pursuant to the Partnership Agreement and the laws of New York and (B) is validly existing under and subject to the laws of New York with full power and authority to conduct the business in which it proposes to engage as described in the Memorandum; (iii) the information contained in the Memorandum (excluding the financial statements as to which such counsel need express no opinion) complies in all material respects with the requirements of Rule 502(b)(2) and (d)(2) of Reg. D; to the best of such counsel’s knowledge, the General Partner has complied with the requirements of Rule 506 under Reg. D and on the basis of its examination and participation in conferences in connection with the preparation of the Memorandum, nothing has come to such counsel’s attention that would lead such counsel to believe that, at any time before or at the Closing, the Memorandum (except for the financial statements as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (iv) the offer and sale of the Units in the manner contemplated by the Memorandum, this Agency Agreement and the Subscription Agreement Agreements are exempt from registration under the Securities Act; (v) under the Partnership Act, so long as he does not take part in the management or control of the business of the Partnership, the liability of each subscriber for Units pursuant to the Partnership Agreement to make payments to the Partnership or on behalf of the Partnership will not exceed his obligation to make contributions to the Partnership, and his share of the Partnership’s assets and undistributed profits (subject to his obligation to repay any funds wrongfully returned or distributed to him); and (vi) to the best of such counsel’s knowledge, information and belief, based upon reasonable investigation, there is no action, suit, litigation, or proceeding before or by any court or governmental agency, federal, state or local, pending or threatened against, or affecting or involving the property or business of the General Partner or the business of the Partnership, that would materially and adversely affect the condition (financial or other), business or prospects of the General Partner or the Partnership. (b) At the Closing, you will have received a tax opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP▇, dated the Closing date and confirming its opinion set forth under ‘‘U.S. Federal “Income Tax Considerations’’ Aspects” in the Memorandum. (c) At the Closing you will receive a certificate, dated the Closing date and signed by the president of the General Partner, to the effect that (i) there has not been, since the respective dates as of which information is given in the Memorandum, any material adverse change in the condition of the General Partner, financial or other, whether or not arising in the ordinary course of business, (ii) the other representations and warranties made by the General Partner contained in Section 2 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing, (iii) the General Partner has performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by it before or at such Closing, and (iv) neither the General Partner nor any of its affiliates or agents has, directly or indirectly, paid or awarded any commission or other compensation to any person engaged to render advice to a potential subscriber for Units as an inducement to him to advise the subscriber to purchase any Units. (d) If any of the conditions specified in this Section 7 have not been fulfilled when and as required by this Agency Agreement to be fulfilled, you may cancel this Agency Agreement and all your obligations under it by notifying the General Partner of such cancellation in writing or by telegram at any time at or before any Closing and any such cancellation will be without liability or obligation of any party to any other party except as otherwise provided in Section 5 5, Section 6 and Section 9 hereof.

Conditions of Your Obligations. Your obligations under this Agency Agreement are subject to the accuracy of and compliance with the representations and warranties of the Partnership and the General Partner made in Section 2 hereof, to the performance by the Partnership and the General Partner of their obligations under this Agency Agreement and to the following additional conditions: (a) At the Closing, you will have received the favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP▇, counsel to the General Partner and the Partnership, dated the Closing date and in form and substance satisfactory to you and your counsel, to the effect that: (i) all action required to be taken by the Partnership and the General Partner before the subscription for and sale of the Units to qualified subscribers therefor has been taken or, before the Closing date, will have been taken, and upon (A) payment of the consideration therefor specified in the Subscription Agreement and receipt of all related executed documents, (B) the execution of the Partnership Agreement by the General Partner as attorney-in-fact for each of the Limited Partners, (C) the filing of the Partnership’s 's certificate of limited partnership in the appropriate jurisdictions, and (D) the payment of any required filing fee, the subscribers will become Limited Partners of the Partnership entitled to all the rights of Limited Partners under the Partnership Agreement, and the Units will conform to all statements relating thereto contained in the Memorandum, including the Partnership Agreement attached as an appendix thereto; (ii) the Partnership (A) is a limited partnership duly and validly organized pursuant to the Partnership Agreement and the laws of New York and (B) is validly existing under and subject to the laws of New York with full power and authority to conduct the business in which it proposes to engage as described in the Memorandum; (iii) the information contained in the Memorandum (excluding the financial statements as to which such counsel need express no opinion) complies in all material respects with the requirements of Rule 502(b)(2) and (d)(2) of Reg. D; to the best of such counsel’s 's knowledge, the General Partner has complied with the requirements of Rule 506 under Reg. D and on the basis of its examination and participation in conferences in connection with the preparation of the Memorandum, nothing has come to such counsel’s 's attention that would lead such counsel to believe that, at any time before or at the Closing, the Memorandum (except for the financial statements as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (iv) the offer and sale of the Units in the manner contemplated by the Memorandum, this Agency Agreement and the Subscription Agreement are exempt from registration under the Securities Act; (v) under the Partnership Act, so long as he does not take part in the management or control of the business of the Partnership, the liability of each subscriber for Units pursuant to the Partnership Agreement to make payments to the Partnership or on behalf of the Partnership will not exceed his obligation to make contributions to the Partnership, and his share of the Partnership’s 's assets and undistributed profits (subject to his obligation to repay any funds wrongfully returned or distributed to him); and (vi) to the best of such counsel’s 's knowledge, information and belief, based upon reasonable investigation, there is no action, suit, litigation, or proceeding before or by any court or governmental agency, federal, state or local, pending or threatened against, or affecting or involving the property or business of the General Partner or the business of the Partnership, that would materially and adversely affect the condition (financial or other), business or prospects of the General Partner or the Partnership. (b) At the Closing, you will have received a tax opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP▇, dated the Closing date and confirming its opinion set forth under ‘‘U.S. "Federal Income Tax Considerations’’ Aspects" in the Memorandum. (c) At the Closing you will receive a certificate, dated the Closing date and signed by the president of the General Partner, to the effect that (i) there has not been, since the respective dates as of which information is given in the Memorandum, any material adverse change in the condition of the General Partner, financial or other, whether or not arising in the ordinary course of business, (ii) the other representations and warranties made by the General Partner contained in Section 2 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing, (iii) the General Partner has performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by it before or at such Closing, and (iv) neither the General Partner nor any of its affiliates or agents has, directly or indirectly, paid or awarded any commission or other compensation to any person engaged to render advice to a potential subscriber for Units as an inducement to him to advise the subscriber to purchase any Units. (d) If any of the conditions specified in this Section 7 have not been fulfilled when and as required by this Agency Agreement to be fulfilled, you may cancel this Agency Agreement and all your obligations under it by notifying the General Partner of such cancellation in writing or by telegram at any time at or before any Closing and any such cancellation will be without liability or obligation of any party to any other party except as otherwise provided in Section 5 5, Section 6 and Section 9 hereof.

Conditions of Your Obligations. Your obligations under this Agency Agreement are subject to the accuracy of and compliance with the representations and warranties of the Partnership and the General Partner made in Section 2 hereof, to the performance by the Partnership and the General Partner of their obligations under this Agency Agreement and to the following additional conditions: (a) At the Closing, you will have received the favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ Willkie Farr & ▇▇▇▇▇▇▇▇▇ Gallagher LLP, counsel to the General Partner and the Partnership▇▇▇▇▇▇▇▇▇▇▇, dated the Closing da▇▇▇ ▇▇▇ ▇losing date and in form and substance satisfactory to you and your counsel, to the effect that: (i) all action required to be taken by the Partnership and the General Partner before the subscription for and sale of the Units to qualified subscribers therefor has been taken or, before the Closing date, will have been taken, and upon (A) payment of the consideration therefor specified in the Subscription Agreement and receipt of all related executed documents, (B) the execution of the Partnership Agreement by the General Partner as attorney-in-fact for each of the Limited Partners, (C) the filing of the Partnership’s 's certificate of limited partnership in the appropriate jurisdictions, and (D) the payment of any required filing fee, the subscribers will become Limited Partners of the Partnership entitled to all the rights of Limited Partners under the Partnership Agreement, and the Units will conform to all statements relating thereto contained in the Memorandum, including the Partnership Agreement attached as an appendix thereto; (ii) the Partnership (A) is a limited partnership duly and validly organized pursuant to the Partnership Agreement and the laws of New York and (B) is validly existing under and subject to the laws of New York with full power and authority to conduct the business in which it proposes to engage as described in the Memorandum; (iii) the information contained in the Memorandum (excluding the financial statements as to which such counsel need express no opinion) complies in all material respects with the requirements of Rule 502(b)(2) and (d)(2) of Reg. D; to the best of such counsel’s 's knowledge, the General Partner has complied with the requirements of Rule 506 under Reg. D and on the basis of its examination and participation in conferences in connection with the preparation of the Memorandum, nothing has come to such counsel’s 's attention that would lead such counsel to believe that, at any time before or at the Closing, the Memorandum (except for the financial statements as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (iv) the offer and sale of the Units in the manner contemplated by the Memorandum, this Agency Agreement and the Subscription Agreement are exempt from registration under the Securities Act; (v) under the Partnership Act, so long as he does not take part in the management or control of the business of the Partnership, the liability of each subscriber for Units pursuant to the Partnership Agreement to make payments to the Partnership or on behalf of the Partnership will not exceed his obligation to make contributions to the Partnership, and his share of the Partnership’s 's assets and undistributed profits (subject to his obligation to repay any funds wrongfully returned or distributed to him); and (vi) to the best of such counsel’s 's knowledge, information and belief, based upon reasonable investigation, there is no action, suit, litigation, or proceeding before or by any court or governmental agency, federal, state or local, pending or threatened against, or affecting or involving the property or business of the General Partner or the business of the Partnership, that would materially and adversely affect the condition (financial or other), business or prospects of the General Partner or the Partnership. (b) At the Closing, you will have received a tax opinion of Willkie Farr & Gallagher LLP, dated the Closing date and confirming i▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇et ▇▇▇▇▇ LLP, dated the Closing date and confirming its opinion set forth under ‘‘▇▇▇er "U.S. Federal Income Tax Considerations’’ " in the Memorandum. (c) At the Closing you will receive a certificate, dated the Closing date and signed by the president of the General Partner, to the effect that (i) there has not been, since the respective dates as of which information is given in the Memorandum, any material adverse change in the condition of the General Partner, financial or other, whether or not arising in the ordinary course of business, (ii) the other representations and warranties made by the General Partner contained in Section 2 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing, (iii) the General Partner has performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by it before or at such Closing, and (iv) neither the General Partner nor any of its affiliates or agents has, directly or indirectly, paid or awarded any commission or other compensation to any person engaged to render advice to a potential subscriber for Units as an inducement to him to advise the subscriber to purchase any Units. (d) If any of the conditions specified in this Section 7 have not been fulfilled when and as required by this Agency Agreement to be fulfilled, you may cancel this Agency Agreement and all your obligations under it by notifying the General Partner of such cancellation in writing or by telegram at any time at or before any Closing and any such cancellation will be without liability or obligation of any party to any other party except as otherwise provided in Section 5 5, Section 6 and Section 9 hereof.