Representations, Warranties and Covenants of the Placement Manager. The Placement Manager represents, warrants and covenants that (a) it is registered broker/dealer under the Securities Exchange Act of 1934, (b) it will comply in all respects with the terms and conditions of Rule 506 of Reg D and applicable Blue Sky laws with respect to the offering and the sale of the shares only to "accredited investors" or "QIB's", and not by any form of general solicitation or general advertising, and (c) it will not make offers or sales of the Shares in any other jurisdiction in which the Shares have not been qualified or registered for offer and sale, or are not exempt from such qualification or registration.
Representations, Warranties and Covenants of the Placement Manager. The Placement Manager represents, warrants and covenants that (a) it will comply in all respects with the terms and conditions of Rule 506 of Reg D and applicable Blue Sky laws with respect to the offering and the sale of the Shares only to "accredited investors" or "QIB's" as set forth in the Memorandum, and (b) it will not make offers or sales of the Shares in any other jurisdiction in which the Shares have not been qualified or registered for offer and sale, or are not exempt from such qualification or registration.
