Common use of Broker-Dealer and Other Qualifications Clause in Contracts

Broker-Dealer and Other Qualifications. You are (and will continue to be at all times during the term of this Agreement) registered as a broker-dealer in good standing with the SEC and a member in good standing of FINRA and agree to abide by the Rules of Fair Practice of such association. You are properly registered or licensed in good standing as a broker or dealer under applicable laws and regulations, including applicable state “Blue Sky” laws. You, your affiliates, and your or their officers and directors (or any other person serving in a similar capacity) have not taken or failed to take any act, and are not subject to any order or proceedings, that would make unavailable any limited offering exemption from registration or qualification requirements of state securities laws. You are, and at each Investment Date will be, duly licensed or qualified to do business and in good standing as a foreign business enterprise in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified does or will not have a material adverse effect on the business or operations of you or the Fund.