Common use of Adequacy of the Memorandum Clause in Contracts

Adequacy of the Memorandum. The Fund has or will have prepared and delivered to you the Memorandum. The Memorandum and any other written materials provided to the Selling Agent by the Fund or the General Partner do not, to the best of the General Partner’s knowledge, and on any Investment Date will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. There are no material Contracts or Other agreements to which the Fund is a party which have not been described in the Memorandum. All such Contracts or Other Agreements to which the Fund is a party have been duly authorized, executed and delivered by the Fund, constitute valid and binding agreements of the Fund and are enforceable against the Fund in accordance with the terms thereof.