Common use of Prospectus and Supplemental Information Clause in Contracts

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, as well as any Supplemental Information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by the Securities Act, the Exchange Act, and the Rules and Regulations. The Dealer agrees that it will not send or give any Supplemental Information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Information. Dealer agrees that it will not show or give to any investor or prospective Investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act or the Exchange Act Rules and Regulations thereunder.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company Company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the CompanyCompany to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act and the Exchange Act. Notwithstanding the termination of this Agreement or the Exchange Act Rules payment of any amount to Dealer, Dealer agrees to pay Dealer's proportionate share of any claim, demand or liability asserted against Dealer and Regulations thereunderthe other Dealers on the basis that Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case Dealer's proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer 5.1. The Counterparty is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer the Counterparty with electronic copies of the Prospectus as well as any supplemental information for delivery to investors as well as reasonable quantities of the Prospectus, as well as Prospectus and any Supplemental Information, supplemental information for physical delivery to investors, and when requested by the Counterparty. 5.2. RIA on behalf of Dealer Manager will deliver a copy of the Prospectus as required by the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Rules rules and Regulationsregulations promulgated under both (cumulatively, the “Federal Securities Laws”). The Dealer RIA agrees that it will not send or give any Supplemental Information supplemental information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Informationsupplemental information. Dealer The RIA agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “dealer onlyInternal Use Only,” “Broker Dealer Only,” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer The RIA agrees that it will not use in connection with the offer or sale presentation of an investment opportunity in the Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer The RIA further agrees that it will not use use, in connection with the offer or sale presentation of Shares an investment opportunity in the Shares, any materials or writings that have not been previously approved by the Dealer Manager. Each Dealer The RIA agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary Preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless Act, regardless of the termination of this Agreement. The RIA agrees to comply with all the applicable requirements under the Securities Act, Dealer the Exchange Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”). 5.3. Bank will ensure that prior to purchasing Shares, it will obtain a copy of the Prospectus as required by the Federal Securities Laws and will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date copy of the Registration Statement Prospectus to the beneficiary (“Beneficiary”) of an account over which the Bank is serving as a trustee or such longer period in another fiduciary capacity if the Beneficiary has discretionary authority (whether sole or shared) and to the beneficiary of an XXX or Xxxxx-type plan (“XXX Beneficiary”), whether or not self directed, as may be required by the Exchange Act Federal Securities Laws. Bank agrees that it will not send or give any supplemental information unless it has previously sent or given a Prospectus to that Beneficiary or has simultaneously sent or given a Prospectus with such supplemental information. Bank agrees that, if it obtains any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company, or if it obtains any materials or writings that have not been previously approved by the Dealer Manager, it will not provide such information to any Beneficiary or XXX Beneficiary. Dealer Manager will provide a copy of any revised Preliminary Prospectus to Bank if it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will deliver all Preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Exchange Act Rules to Bank. In purchasing Shares, Bank agrees to comply with all the applicable requirements under the Federal Securities Laws, Advisers Act, and Regulations thereunderany other applicable state or federal law or regulation.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any supplemental information provided by the Supplemental InformationCompany or Dealer Manager. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any amendments or supplements thereto, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements and amendments thereto to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplemental information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “broker-dealer only,” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the publicany prospective investor. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the Companycompany to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act or the rules and regulations thereunder. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act and the Exchange Act Rules and Regulations thereunderAct.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any supplemental information provided by the Supplemental InformationCompany or Dealer Manager. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any amendments or supplements thereto, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements and amendments thereto to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplemental information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “broker-dealer only,” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the publicany prospective investor. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the Companycompany to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934Act. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act or the rules and regulations thereunder. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act and the Exchange Act Rules and Regulations thereunderAct.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares Units except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsUnits to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares Units to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares Units any material or writing that which relates to another company partnership supplied to it by the Company Partnership or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the Companypartnership to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares Units any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares Units for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Units, Dealer agrees to comply with all the applicable requirements under the Securities Act and the Exchange Act. Notwithstanding the termination of this Agreement or the Exchange Act Rules payment of any amount to Dealer, Dealer agrees to pay Dealer's proportionate share of any claim, demand or liability asserted against Dealer and Regulations thereunderthe other Dealers on the basis that Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case Dealer's proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Shares Shares, except as set forth in the Prospectus and the Supplemental Informationany Authorized Sales Materials. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental InformationAuthorized Sales Materials, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information or Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto with such Supplemental InformationInformation or Authorized Sales Materials, as the case may be. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “"broker-dealer use only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of the Shares or any securities of the Companyother securities. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously authorized or approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, agrees to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934Act. Regardless of the termination of this Selected Dealer Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act or and the Exchange Act Rules and Regulations thereunderAct.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, give any information or make any representation concerning the Shares except as set forth in the Prospectus and any additional sales literature which has been approved in advance in writing by the Dealer Manager (“Supplemental Information”). The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Supplemental Information to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Supplemental Informationinformation. The Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the Companycompany to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer ManagerManager in writing. Each The Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements under the Securities Act, and the Exchange Act. Notwithstanding the termination of this Agreement or the Exchange Act Rules payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and Regulations thereunderthe other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the any Supplemental Information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, as well as any Supplemental Information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by the Securities Act, the Exchange Act, and the Rules rules and Regulationsregulations promulgated thereunder. The Dealer agrees that it will not send or give any Supplemental Information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that have not been previously approved by the Dealer ManagerManager and the Company in writing. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934Act. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by under the Exchange Act or the Exchange Act Rules and Regulations thereunderfederal securities laws.

Prospectus and Supplemental Information. The Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any supplemental information provided by the Supplemental InformationCompany or Dealer Manager. The Dealer Manager will supply the Dealer with reasonable quantities of the Prospectus, any amendments or supplements thereto, as well as any Supplemental Informationsupplemental information, for delivery to investors, and the Dealer will deliver a copy of the Prospectus as required by and all supplements and amendments thereto to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplemental information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Informationsupplemental information. The Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “broker-dealer only,” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the publicany prospective investor. The Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the Companycompany to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934Act. Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act or the rules and regulations thereunder. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements under the Securities Act and the Exchange Act Rules and Regulations thereunderAct.

Prospectus and Supplemental Information. The Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares Units except as set forth in the Prospectus and the Supplemental Information. The Dealer Manager Partnership will supply the Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Information, for delivery to investors, and the Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsUnits to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Information. The Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager Partnership and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares Units to members of the public. The Dealer agrees that it will not use in connection with the offer or sale of Shares Units any material or writing that relates to another company program supplied to it by the Company or the Dealer Manager Partnership bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of other than the Companyprogram to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares Units any materials or writings that have not been previously approved by the Dealer ManagerPartnership. Each The Dealer agrees, if the Dealer Manager Partnership so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Regardless of In offering and selling Units, the termination of this Agreement, Dealer will deliver a Prospectus in transactions in agrees to comply with all the Shares for a period of 90 days from applicable requirements under the effective date of the Registration Statement or such longer period as may be required by Securities Act and the Exchange Act or the Exchange Act Rules and Regulations thereunderAct.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any amendments or supplements thereto, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplemental information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to any prospective investor or members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the Companycompany to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act or the rules and regulations thereunder. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act and the Exchange Act Rules Act. Notwithstanding the termination of this Agreement or the payment of any amount to Dealer, Dealer agrees to pay Dealer’s proportionate share of any claim, demand or liability asserted against Dealer and Regulations thereunderthe other Dealers on the basis that Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplemental information to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “broker-dealer use only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the Companycompany to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act and the Exchange Act. Notwithstanding the termination of this Agreement or the Exchange Act Rules payment of any amount to Dealer, Dealer agrees to pay Dealer’s proportionate share of any claim, demand or liability asserted against Dealer and Regulations thereunderthe other Dealers on the basis that Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any amendments or supplements thereto, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplemental information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to any prospective investor or members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the Companycompany to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act or the rules and regulations thereunder. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act and the Exchange Act Rules Act. Notwithstanding the termination of this Agreement or the payment of any amount to Dealer, Dealer agrees to pay Dealer's proportionate share of any claim, demand or liability asserted against Dealer and Regulations thereunderthe other Dealers on the basis that Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case Dealer's proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Shares Shares, except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager shall promptly notify Dealers of any supplement or amendment to the Supplemental InformationProspectus or Authorized Sales Materials. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental InformationAuthorized Sales Materials, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental InformationAuthorized Sales Materials. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “broker-dealer use only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of the Shares or any securities of the Companyother securities. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously authorized or approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, agrees to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934Act. Regardless of the termination of this Selected Dealer Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act or and the Exchange Act Rules and Regulations thereunderAct.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company Company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the CompanyCompany to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act and the Exchange Act. Notwithstanding the termination of this Agreement or the Exchange Act Rules payment of any amount to Dealer, Dealer agrees to pay Dealer’s proportionate share of any claim, demand or liability asserted against Dealer and Regulations thereunderthe other Dealers on the basis that Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Common Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any amendments or supplements thereto, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and Regulations. The Dealer agrees that it will not send or give any Supplemental Information Common Shares to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Informationinvestor. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “dealer only” "for Financial Professionals Only" or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Common Shares to any prospective investor or members of the public. Dealer agrees that it will not use in connection with the offer or sale of Common Shares any material or writing that which relates to another company supplied to it by the Company Issuer or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the Companycompany to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Common Shares any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish On becoming a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary ProspectusDealer, and further in offering and selling Common Shares, Dealer agrees that it will itself mail or otherwise deliver to comply with all preliminary the applicable requirements under the Securities Act and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. Regardless of Notwithstanding the termination of this AgreementAgreement or the payment of any amount to Dealer, Dealer will deliver a Prospectus agrees to pay Dealer's proportionate share of any claim, demand or liability asserted against Dealer and the other Dealers on the basis that Dealers or any of them constitute an association, unincorporated business or other separate entity, including in transactions each case Dealer's proportionate share of any expenses incurred in the Shares for a period of 90 days from the effective date of the Registration Statement defending against any such claim, demand or such longer period as may be required by the Exchange Act or the Exchange Act Rules and Regulations thereunderliability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, as well as any Supplemental Information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by the Securities Act, the Exchange Act, and the Rules and Regulations. The Dealer agrees that it will not send or give any Supplemental Information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act or the Exchange Act Rules and Regulations thereunder.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares Units except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager Underwriter will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsUnits to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that the investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor or reproduce any material or writing that which is supplied to it by the Dealer Manager Underwriter and marked “"dealer only” only " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares respect to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares Units any materials or writings that which have not been previously approved by the Dealer ManagerUnderwriter. Each Dealer agrees, if the Dealer Manager Underwriter so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Selected Dealer Agreement, Dealer will deliver a Prospectus in transactions in the Shares Units for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Securities Exchange Act of 1934. On becoming a Dealer, and in offering and selling Units, Dealer agrees to comply with all the applicable requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934, including, without limitation, the provisions of Rule 15c2-4 of the Securities and Exchange Commission. Notwithstanding the termination of this Agreement or the Exchange Act Rules payment of any amount to Dealer, Dealer agrees to pay Dealer's proportionate share of any claim, demand or liability asserted against Dealer and Regulations thereunderthe other Dealers on the basis that Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case Dealer's proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer 5.1. The Counterparty is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Information. The Dealer Manager will supply Dealer the Counterparty with reasonable quantities electronic copies of the Prospectus, Prospectus as well as any Supplemental Information, Information for delivery to investors, investors as well as reasonable quantities of the Prospectus and any Supplemental Information for physical delivery when requested by the Counterparty. 5.2. RIA on behalf of Dealer Manager will deliver a copy of the Prospectus as required by the Securities Act, the Exchange Act, Act and the Rules rules and Regulationsregulations promulgated under both (cumulatively, the “Federal Securities Laws”). The Dealer RIA agrees that it will not send or give any Supplemental Information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Information. Dealer The RIA agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “dealer onlyInternal Use Only,” “Broker-Dealer Use Only,” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer The RIA agrees that it will not use in connection with the offer or sale presentation of an investment opportunity in the Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer The RIA further agrees that it will not use use, in connection with the offer or sale presentation of Shares an investment opportunity in the Shares, any materials or writings that have not been previously approved by the Dealer Manager. Each Dealer The RIA agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary Preliminary and final Prospectuses required for compliance with the provisions of Securities Act Release No. 4968 or Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless Act, regardless of the termination of this Agreement. The RIA agrees to comply with all the applicable requirements under the Securities Act, Dealer the Exchange Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”). 5.3. Bank will ensure that prior to purchasing Class A Shares, it will obtain a copy of the Prospectus as required by the Federal Securities Laws and will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date copy of the Registration Statement Prospectus to the beneficiary (“Beneficiary”) of an account over which the Bank is serving as a trustee or such longer period in another fiduciary capacity if the Beneficiary has discretionary authority (whether sole or shared) and to the beneficiary of an XXX or Xxxxx-type plan (“XXX Beneficiary”), whether or not self-directed, as may be required by the Exchange Federal Securities Laws. Bank agrees that it will not send or give any Supplemental Information unless it has previously sent or given a Prospectus to that Beneficiary or has simultaneously sent or given a Prospectus with such Supplemental Information. Bank agrees that, if it obtains any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company, or if it obtains any materials or writings that have not been previously approved by the Dealer Manager, it will not provide such information to any Beneficiary or XXX Beneficiary. Dealer Manager will provide a copy of any revised Preliminary Prospectus to Bank if it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will deliver all Preliminary and final Prospectuses required for compliance with the provisions of Securities Act Release No. 4968 or Rule 15c2-8 under the Exchange Act Rules to Bank. In purchasing Class A Shares, Bank agrees to comply with all the applicable requirements under the Federal Securities Laws, the Advisers Act, and Regulations thereunderany other applicable state or federal law or regulation.

Prospectus and Supplemental Information. 8.1. Primary Dealer is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Shares except as set forth in the Prospectus as amended and supplemented or in the Supplemental InformationAuthorized Sales Materials (if any). The Dealer Manager will supply Primary Dealer with reasonable quantities of the Prospectus, as well as including amendments of and supplements to the Prospectus, and any Supplemental InformationAuthorized Sales Materials, for delivery to investors, and Primary Dealer will deliver a copy of the Prospectus Prospectus, including any amendments and supplements thereto, as required by the Securities Act, the Exchange Act, Act and the Rules rules and Regulationsregulations promulgated under both. The Primary Dealer agrees that (a) it will deliver a copy of the Prospectus as amended and supplemented to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Shares to a Permitted Offeree and (b) it will not send or give any Supplemental Information Authorized Sales Materials to an investor a Permitted Offeree unless the Authorized Sales Materials are accompanied by or preceded by the Prospectus as amended and supplemented. 8.2. Except for any Authorized Sales Materials, the Company has not authorized the use of any supplemental literature or sales materials in connection with the Offering and the Primary Dealer agrees not to use any material unless it has previously sent or given a Prospectus been authorized by the Company and provided to that investor or has simultaneously sent or given a Prospectus with such Supplemental Informationthe Primary Dealer by the Dealer Manager. Primary Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Primary Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. 8.3. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that have not been previously approved by the Dealer Manager. Each Primary Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of federal and state securities laws and the rules and regulations thereunder, including without limitation Rule 15c2-8 under the Securities Exchange Act of 1934Act. Regardless of the termination of this Agreement, Primary Dealer will deliver a Prospectus (as amended and supplemented) in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer other period as may be required by the Exchange Act or the Exchange Act Rules rules and Regulations regulations thereunder.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Class A Common Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any amendments or supplements thereto, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and Regulations. The Dealer agrees that it will not send or give any Supplemental Information Class A Common Shares to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Informationinvestor. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “dealer only” "for Financial Professionals Only" or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Class A Common Shares to any prospective investor or members of the public. Dealer Xxxxxx agrees that it will not use in connection with the offer or sale of Class A Common Shares any material or writing that which relates to another company supplied to it by the Company Issuer or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the Companycompany to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Class A Common Shares any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish On becoming a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary ProspectusDealer, and further in offering and selling Class A Common Shares, Dealer agrees that it will itself mail or otherwise deliver to comply with all preliminary the applicable requirements under the Securities Act and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. Regardless of Notwithstanding the termination of this AgreementAgreement or the payment of any amount to Dealer, Dealer will deliver a Prospectus agrees to pay Dealer's proportionate share of any claim, demand or liability asserted against Dealer and the other Dealers on the basis that Dealers or any of them constitute an association, unincorporated business or other separate entity, including in transactions each case Dealer's proportionate share of any expenses incurred in the Shares for a period of 90 days from the effective date of the Registration Statement defending against any such claim, demand or such longer period as may be required by the Exchange Act or the Exchange Act Rules and Regulations thereunderliability.

Prospectus and Supplemental Information. The Dealer is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Shares Shares, except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager shall promptly notify the Supplemental InformationDealer of any supplement or amendment to the Prospectus or Authorized Sales Materials. The Dealer Manager will supply the Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental InformationAuthorized Sales Materials, for delivery to investors, and the Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental InformationAuthorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “broker-dealer use only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of the Shares or any securities of the Companyother securities. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously authorized or approved by the Dealer Manager. Each The Dealer agrees, if the Dealer Manager so requests, agrees to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934Act. Regardless of the termination of this Selected Dealer Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements under the Securities Act or and the Exchange Act Rules and Regulations thereunderAct.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, as well as any Supplemental Information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by the Securities Act, the Exchange Act, and the Rules and Regulations. The Dealer agrees that it will not send or give any Supplemental Information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Information. Dealer agrees that it will not show or give to any investor or prospective Investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act or the Exchange Act Rules and Regulations thereunder.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares Units except as set forth in the Prospectus and supplemental information authorized by the Supplemental InformationManager. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsUnits to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that the investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares respect to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares Units any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless On becoming a Dealer, and in offering and selling Units, Dealer agrees to comply with all the applicable requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934, including, without limitation, the provisions of Rule 15c2-4 of the Securities and Exchange Commission. Notwithstanding the termination of this AgreementAgreement or the payment of any amount to Dealer, Dealer will deliver a Prospectus agrees to pay Dealer' proportionate share of any claim, demand or liability asserted against Dealer and the other Dealers on the basis that Dealers or any of them constitute an association, unincorporated business or other separate entity, including in transactions each case Dealer's proportionate share of any expenses incurred in the Shares for a period of 90 days from the effective date of the Registration Statement defending against any such claim, demand or such longer period as may be required by the Exchange Act or the Exchange Act Rules and Regulations thereunderliability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company Company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the CompanyCompany to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Securities Exchange Act of 1934. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act of 1933, and the Securities Exchange Act of 1934. Notwithstanding the termination of this Agreement or the Exchange Act Rules payment of any amount to Dealer, Dealer agrees to pay Dealer's proportionate share of any claim, demand or liability asserted against Dealer and Regulations thereunderthe other Dealers on the basis that Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case Dealer's proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by the Securities Act, the Exchange Act, and the Rules rules and Regulationsregulations promulgated under both. The Dealer agrees that it will not send or give any Supplemental Information supplemental information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934Act. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus (as amended and supplemented) in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer other period as may be required by the Exchange Act or the rules and regulations thereunder. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act and the Exchange Act Rules and Regulations thereunderAct.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, as well as any Supplemental Information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by the Securities Act, the Exchange Act, and the Rules and Regulations. The Dealer agrees that it will not send or give any Supplemental Information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Information. Dealer agrees that it will not show or give to any investor or prospective Investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act or the Exchange Act Rules and Regulations thereunder. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act and the Exchange Act.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by the Securities Act, the Exchange Act, and the Rules rules and Regulationsregulations promulgated under both. The Dealer agrees that it will not send or give any Supplemental Information supplemental information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless , regardless of the termination of this Agreement. On becoming a Dealer, and in offering and selling Shares, Dealer will deliver a Prospectus in transactions in agrees to comply with all the Shares for a period of 90 days from applicable requirements under the effective date of the Registration Statement or such longer period as may be required by Securities Act and the Exchange Act or the Exchange Act Rules and Regulations thereunderAct.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company Company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the CompanyCompany to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Securities Exchange Act of 1934. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act of 1933, and the Securities Exchange Act of 1934, including, without limitation, the provisions of Rule 10b-6 and Rule 10b-7 and Rule 15c2-4 of the Securities and Exchange Commission. Notwithstanding the termination of this Agreement or the Exchange Act Rules payment of any amount to Dealer, Dealer agrees to pay Dealer's proportionate share of any claim, demand or liability asserted against Dealer and Regulations thereunderthe other Dealers on the basis that Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case Dealer's proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “broker-dealer use only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the Companycompany to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act or and the Exchange Act Rules and Regulations thereunderAct.

Prospectus and Supplemental Information. The Dealer is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Shares Shares, except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager shall promptly notify Dealers of any supplement or amendment to the Supplemental InformationProspectus or Authorized Sales Materials. The Dealer Manager will supply the Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental InformationAuthorized Sales Materials, for delivery to investors, and the Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental InformationAuthorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “broker-dealer use only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states stating that such material may not be used in connection with the offer or sale of the Shares or any securities of the Companyother securities. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously authorized or approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, dealer agrees to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934Act. Regardless of the termination of this Selected Dealer Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements under the Securities Act or and the Exchange Act Rules and Regulations thereunderAct.

Prospectus and Supplemental Information. The Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Information. The Dealer Manager Trust will supply the Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Information, for delivery to investors, and the Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Information. The Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager Trust and marked “broker-dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company program supplied to it by the Company or the Dealer Manager Trust bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of other than the Companyprogram to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that have not been previously approved by the Dealer ManagerTrust. Each The Dealer agrees, if the Dealer Manager Trust so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of In offering and selling Shares, the termination of this Agreement, Dealer will deliver a Prospectus in transactions in agrees to comply with all the Shares for a period of 90 days from applicable requirements under the effective date of the Registration Statement or such longer period as may be required by Securities Act and the Exchange Act or the Exchange Act Rules and Regulations thereunderAct.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares Units except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsUnits to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares Units to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares Units any material or writing that which relates to another company partnership supplied to it by the Company Partnership or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the Companypartnership to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares Units any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares Units for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Securities Exchange Act of 1934. On becoming a Dealer, and in offering and selling Units, Dealer agrees to comply with all the applicable requirements under the Securities Act of 1933, and the Securities Exchange Act of 1934, including, without limitation, the provisions of Rule 10b-6 and Rule 10b-7 and Rule 15c2-4 of the Securities and Exchange Commission. Notwithstanding the termination of this Agreement or the Exchange Act Rules payment of any amount to Dealer, Dealer agrees to pay Dealer's proportionate share of any claim, demand or liability asserted against Dealer and Regulations thereunderthe other Dealers on the basis that Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case Dealer's proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any additional sales literature which has been approved in advance in writing by the Dealer Manager ("Supplemental Information"). The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Supplemental Information to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Supplemental Informationinformation. The Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the Companycompany to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer ManagerManager in writing. Each The Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements under the Securities Act, and the Exchange Act. Notwithstanding the termination of this Agreement or the Exchange Act Rules payment of any amount to the Dealer, the Dealer agrees to pay the Dealer's proportionate share of any claim, demand or liability asserted against the Dealer and Regulations thereunderthe other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer's proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any additional sales literature which has been approved in advance in writing by the Dealer Manager ("Supplemental Information"). The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company Company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the CompanyCompany to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer ManagerManager in writing. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Securities Exchange Act of 1934. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act of 1933, and the Securities Exchange Act of 1934. Notwithstanding the termination of this Agreement or the Exchange Act Rules payment of any amount to Dealer, Dealer agrees to pay Dealer's proportionate share of any claim, demand or liability asserted against Dealer and Regulations thereunderthe other Dealers on the basis that Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case Dealer's proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any supplemental information provided by the Supplemental InformationCompany or the Dealer Manager. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any amendments or supplements thereto, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements and amendments thereto to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplemental information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “dealer only,” “broker only,” “broker-dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to any prospective investor or members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the Companycompany to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act or the rules and regulations thereunder. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act and the Exchange Act Rules Act. Notwithstanding the termination of this Agreement, the obligations hereunder shall be valid and Regulations thereunderbinding upon the Dealer.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares Notes except as set forth in the Prospectus and the Supplemental Informationany supplements or amendments thereto. The Dealer Manager Company will supply Dealer with reasonable quantities of the Prospectus, as well as any Supplemental Informationsupplements thereto and any amended Prospectus, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all then current supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsNotes to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a currently effective version of the Prospectus to that the investor or has simultaneously sent or given a Prospectus with such Supplemental Informationcurrently effective version of the Prospectus. Dealer agrees that it will not show or give to any investor or prospective Investor or reproduce any material or writing that which is supplied to it by the Dealer Manager Company and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares respect to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares Notes any materials or writings that which have not been previously approved by the Dealer ManagerCompany. Each Dealer agrees, if the Dealer Manager so requests, to furnish On becoming a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary ProspectusDealer, and further in offering and selling Notes, Dealer agrees that it will itself mail or otherwise deliver to comply with all preliminary the applicable requirements under the Securities Act of 1933 and final Prospectuses required for compliance with the Securities Exchange Act of 1934, including, without limitation, the provisions of Rule 15c2-8 under 4 of the Securities and Exchange Act of 1934Commission. Regardless of Notwithstanding the termination of this AgreementAgreement or the payment of any amount to Dealer, Dealer will deliver a Prospectus agrees to pay Dealer' proportionate share of any claim, demand or liability asserted against Dealer and the other Dealers on the basis that Dealers or any of them constitute an association, unincorporated business or other separate entity, including in transactions each case Dealer's proportionate share of any expenses incurred in the Shares for a period of 90 days from the effective date of the Registration Statement defending against any such claim, demand or such longer period as may be required by the Exchange Act or the Exchange Act Rules and Regulations thereunderliability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares Units except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsUnits to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that the investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares respect to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares Units any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager Manger so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Selected Dealer Agreement, Dealer will deliver a Prospectus in transactions in the Shares Units for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Securities Exchange Act of 1934. On becoming a Dealer, and in offering and selling Units, Dealer agrees to comply with all the applicable requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934, including, without limitation, the provisions of Rule 15c2-4 of the Securities and Exchange Commission. Notwithstanding the termination of this Agreement or the Exchange Act Rules payment of any amount to Dealer, Dealer agrees to pay Dealer' proportionate share of any claim, demand or liability asserted against Dealer and Regulations thereunderthe other Dealers on the basis that Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case Dealer's proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares Notes except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsNotes to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that the investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares respect to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares Notes any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish On becoming a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary ProspectusDealer, and further in offering and selling Notes, Dealer agrees that it will itself mail or otherwise deliver to comply with all preliminary the applicable requirements under the Securities Act of 1933 and final Prospectuses required for compliance with the Securities Exchange Act of 1934, including, without limitation, the provisions of Rule 15c2-8 under 4 of the Securities and Exchange Act of 1934Commission. Regardless of Notwithstanding the termination of this AgreementAgreement or the payment of any amount to Dealer, Dealer will deliver a Prospectus agrees to pay Dealer' proportionate share of any claim, demand or liability asserted against Dealer and the other Dealers on the basis that Dealers or any of them constitute an association, unincorporated business or other separate entity, including in transactions each case Dealer's proportionate share of any expenses incurred in the Shares for a period of 90 days from the effective date of the Registration Statement defending against any such claim, demand or such longer period as may be required by the Exchange Act or the Exchange Act Rules and Regulations thereunderliability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus and all supplements thereto and any amended Prospectus as required by the Securities Act, the Exchange Act, and the Rules and RegulationsAct of 1933. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Securities Exchange Act or of 1934. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act of 1933 and the Securities Exchange Act Rules and Regulations thereunderof 1934.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Shares Shares, except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager shall promptly notify Dealers of any supplement or amendment to the Supplemental InformationProspectus or the Authorized Sales Materials. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental InformationAuthorized Sales Materials, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information or Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto with such Supplemental InformationInformation or Authorized Sales Materials, as the case may be. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “broker-dealer use only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of the Shares or any securities of the Companyother securities. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously authorized or approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, agrees to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934Act. Regardless of the termination of this Selected Dealer Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act or and the Exchange Act Rules and Regulations thereunderAct.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company Company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the CompanyCompany to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Securities Exchange Act or of 1934. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act of 1933 and the Securities Exchange Act Rules and Regulations thereunderof 1934.

Prospectus and Supplemental Information. Selected Dealer is not authorized or permitted to give, and will agrees not to give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental InformationInformation and the Authorized Sales Materials, which must be prepared and approved by the Dealer Manager and the Company. Selected Dealer will not send or provide amendments or supplements to the Prospectus or any Authorized Sales Materials to any investor unless it has previously sent or provided a Prospectus and all amendments and supplements thereto to that investor or has simultaneously sent or provided a Prospectus and all amendments and supplements thereto with such Prospectus amendment or supplement or Authorized Sales Materials. The Dealer Manager will supply Selected Dealer with reasonable quantities of the Prospectus, as well as any Supplemental Information, for delivery to investors, Information and Dealer will deliver a copy of the Prospectus as required by the Securities Act, the Exchange Act, and the Rules and RegulationsAuthorized Sales Literature. The Dealer agrees that it will not send or give any Supplemental Information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Information. Selected Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager or the Company and is marked “broker-dealer use only” or otherwise bearing bears a legend denoting that it is not to be used by Selected Dealer in connection with the offer or sale of Shares to members of the publicprospective investors. Selected Dealer agrees that it will not use in connection with the offer or sale of the Shares any material or writing that relates to another company or its affiliates supplied to it by the Company or the Dealer Manager bearing that bears a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Selected Dealer further agrees that it will not prepare or use in connection with the offer or sale of Shares any investor sales literature, broker- dealer use only marketing materials or writings other documents that have not been previously approved by the Dealer ManagerManager or the Company for use in the Offering. Each The Selected Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary Prospectus or amendment or supplement thereto to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act or the Exchange Act Rules and Regulations thereunderOffering.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, as well as any Supplemental Information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by the Securities Act, the Exchange Act, and the Rules and Regulations. The Dealer agrees that it will not send or give any Supplemental Information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “broker-dealer use only” or otherwise bearing a legend denoting that it is not to be used in connection with the offer or sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that have not been previously approved by the Dealer ManagerManager other than the Prospectus and the Supplemental Information. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934Act. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in with respect to the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act or the Exchange Act Rules and Regulations thereunder.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationany supplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Supplemental Information to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Supplemental Informationinformation. The Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the Companycompany to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer ManagerManager in writing. Each The Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements under the Securities Act, and the Exchange Act. Notwithstanding the termination of this Agreement or the Exchange Act Rules payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and Regulations thereunderthe other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares Units except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsUnits to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that the investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “"dealer only” only " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares respect to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares Units any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager Manger so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Selected Dealer Agreement, Dealer will deliver a Prospectus in transactions in the Shares Units for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Securities Exchange Act of 1934. On becoming a Dealer, and in offering and selling Units, Dealer agrees to comply with all the applicable requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934, including, without limitation, the provisions of Rule 15c2-4 of the Securities and Exchange Commission. Notwithstanding the termination of this Agreement or the Exchange Act Rules payment of any amount to Dealer, Dealer agrees to pay Dealer' proportionate share of any claim, demand or liability asserted against Dealer and Regulations thereunderthe other Dealers on the basis that Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case Dealer's proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any additional sales literature which has been approved in advance in writing by the Dealer Manager (“Supplemental Information”). The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company Company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the CompanyCompany to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer ManagerManager in writing. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Securities Exchange Act or of 1934. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act of 1933, and the Securities Exchange Act Rules and Regulations thereunderof 1934.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company Company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the CompanyCompany to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Securities Exchange Act or of 1934. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act of 1933 and the Securities Exchange Act Rules and Regulations thereunderof 1934.

Prospectus and Supplemental Information. 8.1. Selected Dealer is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Shares except as set forth in the Prospectus as amended and supplemented or in the Supplemental InformationAuthorized Sales Materials (if any). The Dealer Manager will supply Selected Dealer with reasonable quantities of the Prospectus, as well as including amendments of and supplements to the Prospectus, and any Supplemental InformationAuthorized Sales Materials, for delivery to investors, and Selected Dealer will deliver a copy of the Prospectus Prospectus, including any amendments and supplements thereto, as required by the Securities Act, the Exchange Act, Act and the Rules rules and Regulationsregulations promulgated under both. The Selected Dealer agrees that (a) it will deliver a copy of the Prospectus as amended and supplemented to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Shares to a Permitted Offeree and (b) it will not send or give any Supplemental Information Authorized Sales Materials to an investor a Permitted Offeree unless the Authorized Sales Materials are accompanied by or preceded by the Prospectus as amended and supplemented. 8.2. Except for any Authorized Sales Materials, the Company has not authorized the use of any supplemental literature or sales materials in connection with the Offering and the Selected Dealer agrees not to use any material unless it has previously sent or given a Prospectus been authorized by the Company and provided to that investor or has simultaneously sent or given a Prospectus with such Supplemental Informationthe Selected Dealer by the Dealer Manager. Selected Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Selected Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. 8.3. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that have not been previously approved by the Dealer Manager. Each Selected Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of federal and state securities laws and the rules and regulations thereunder, including without limitation Rule 15c2-8 under the Securities Exchange Act of 1934Act. Regardless of the termination of this Agreement, Selected Dealer will deliver a Prospectus (as amended and supplemented) in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer other period as may be required by the Exchange Act or the Exchange Act Rules rules and Regulations regulations thereunder.

Prospectus and Supplemental Information. Dealer Selling Agent is not authorized or permitted to give, give and will not give, give any information or make any representation concerning the Shares Units except as set forth in the Prospectus and any additional sales literature which has been approved in advance in writing by the Distributor (“Supplemental Information”). The Dealer Manager Distributor will supply Dealer Selling Agent with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Information, for delivery to investors, and Dealer Selling Agent will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsUnits to an investor. The Dealer Selling Agent agrees that it will not send or give any supplement to the Prospectus or any Supplemental Information to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Supplemental Informationinformation. Dealer The Selling Agent agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager Distributor and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares Units to members of the public. Dealer Selling Agent agrees that it will not use in connection with the offer or sale of Shares Units any material or writing that which relates to another company fund supplied to it by the Company Partnership or the Dealer Manager Distributor bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the CompanyPartnership to which it relates. Dealer The Selling Agent further agrees that it will not use in connection with the offer or sale of Shares Units any materials or writings that which have not been previously approved by the Dealer ManagerDistributor in writing. Each Dealer The Selling Agent agrees, if the Dealer Manager Distributor so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, Dealer the Selling Agent will deliver a Prospectus in transactions in the Shares Units for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Selling Agent, and in offering and selling Units, the Selling Agent agrees to comply with all the applicable requirements under the Securities Act and the Exchange Act. Notwithstanding the termination of this Agreement or the Exchange Act Rules payment of any amount to the Selling Agent, the Selling Agent agrees to pay the Selling Agent’s proportionate share of any claim, demand or liability asserted against the Selling Agent and Regulations thereunderthe other Selling Agents on the basis that such Selling Agents or any of them constitute an association, unincorporated business or other separate entity, including in each case such Selling Agent’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus, the applicable Prospectus Supplement and any additional sales literature which has been approved in advance in writing by the Dealer Manager ("Supplemental Information"). The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Supplemental Information to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Supplemental Informationinformation. The Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the Companycompany to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer ManagerManager in writing. Each The Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements under the Securities Act, and the Exchange Act. Notwithstanding the termination of this Agreement or the Exchange Act Rules payment of any amount to the Dealer, the Dealer agrees to pay the Dealer's proportionate share of any claim, demand or liability asserted against the Dealer and Regulations thereunderthe other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer's proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, give any information or make any representation concerning the Shares except as set forth in the Prospectus and any additional sales literature which has been approved in advance in writing by the Dealer Manager (“Supplemental Information”). The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Supplemental Information to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Supplemental Information. The Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the Companycompany to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer ManagerManager in writing. Each The Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements under the Securities Act, and the Exchange Act. Notwithstanding the termination of this Agreement or the Exchange Act Rules payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and Regulations thereunderthe other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares Certificates except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsCertificates to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that the investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “"dealer only” only " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares respect to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares Certificates any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager Manger so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Selected Dealer Agreement, Dealer will deliver a Prospectus in transactions in the Shares Certificates for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Securities Exchange Act of 1934. On becoming a Dealer, and in offering and selling Certificates, Dealer agrees to comply with all the applicable requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934, including, without limitation, the provisions of Rule 15c2-4 of the Securities and Exchange Commission. Notwithstanding the termination of this Agreement or the Exchange Act Rules payment of any amount to Dealer, Dealer agrees to pay Dealer' proportionate share of any claim, demand or liability asserted against Dealer and Regulations thereunderthe other Dealers on the basis that Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case Dealer's proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager Distributor will supply Dealer with reasonable quantities of the Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by the Securities Act, the Exchange Act, and the Rules rules and Regulationsregulations promulgated under both. The Dealer agrees that it will not send or give any Supplemental Information supplemental information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager Distributor and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager Distributor bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that have not been previously approved by the Dealer ManagerDistributor. Each Dealer agrees, if the Dealer Manager Distributor so requests, to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act or the rules and regulations thereunder. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act and the Exchange Act Rules and Regulations thereunderAct.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares Units except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsUnits to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares respect to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares Units any material or writing that which relates to another company partnership supplied to it by the Company Partnership or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the Companypartnership to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares Units any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares Units for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Securities Exchange Act of 1934. On becoming a Dealer, and in offering and selling Units, Dealer agrees to comply with all the applicable requirements under the Securities Act of 1933, and the Securities Exchange Act of 1934, including, without limitation, the provisions of Rule 10b-6 and Rule 10b-7 and Rule 15c2-4 of the Securities and Exchange Commission. Notwithstanding the termination of this Agreement or the Exchange Act Rules payment of any amount to Dealer, Dealer agrees to pay Dealer's proportionate share of any claim, demand or liability asserted against Dealer and Regulations thereunderthe other Dealers on the basis that Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case Dealer's proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares Units except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsUnits to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares Units to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares Units any material or writing that which relates to another company partnership supplied to it by the Company Partnership or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the Companypartnership to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares Units any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares Units for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Securities Exchange Act or of 1934. On becoming a Dealer, and in offering and selling Units, Dealer agrees to comply with all the applicable requirements under the Securities Act of 1933, and the Securities Exchange Act Rules and Regulations thereunderof 1934.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by the Securities Act, the Exchange Act, and the Rules and Regulations. The Dealer agrees that it will not send or give any Supplemental Information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Information. Dealer agrees that it will not show or give to any investor or prospective Investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act or the Exchange Act Rules and Regulations thereunder. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act and the Exchange Act.

Prospectus and Supplemental Information. The Dealer is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Shares Shares, except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager shall promptly notify Dealers of any supplement or amendment to the Supplemental InformationProspectus or Authorized Sales Materials. The Dealer Manager will supply the Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental InformationAuthorized Sales Materials, for delivery to investors, and the Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental InformationAuthorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “broker-dealer use only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states stating that such material may not be used in connection with the offer or sale of the Shares or any securities of the Companyother securities. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously authorized or approved by the Dealer Manager. Each The Dealer agrees, if the Dealer Manager so requests, agrees to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934Act. Regardless of the termination of this Selected Dealer Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements under the Securities Act or and the Exchange Act Rules and Regulations thereunderAct.

Prospectus and Supplemental Information. Dealer 5.1. The Counterparty is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer the Counterparty with electronic copies of the Prospectus as well as any supplemental information for delivery to investors as well as reasonable quantities of the Prospectus, as well as Prospectus and any Supplemental Information, supplemental information for physical delivery to investors, and when requested by the Counterparty. 5.2. RIA on behalf of Dealer Manager will deliver a copy of the Prospectus as required by the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Rules rules and Regulationsregulations promulgated under both (cumulatively, the “Federal Securities Laws”). The Dealer RIA agrees that it will not send or give any Supplemental Information supplemental information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Informationsupplemental information. Dealer The RIA agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “dealer onlyInternal Use Only,” “Broker Dealer Only,” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer The RIA agrees that it will not use in connection with the offer or sale presentation of an investment opportunity in the Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer The RIA further agrees that it will not use use, in connection with the offer or sale presentation of Shares an investment opportunity in the Shares, any materials or writings that have not been previously approved by the Dealer Manager. Each Dealer The RIA agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary Preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless Act, regardless of the termination of this Agreement. The RIA agrees to comply with all the applicable requirements under the Securities Act, Dealer the Exchange Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”). 5.3. Bank will ensure that prior to purchasing Shares, it will obtain a copy of the Prospectus as required by the Federal Securities Laws and will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date copy of the Registration Statement Prospectus to the beneficiary (“Beneficiary”) of an account over which the Bank is serving as a trustee or such longer period in another fiduciary capacity if the Beneficiary has discretionary authority (whether sole or shared) and to the beneficiary of an IXX or Kxxxx-type plan (“IXX Beneficiary”), whether or not self directed, as may be required by the Exchange Act Federal Securities Laws. Bank agrees that it will not send or give any supplemental information unless it has previously sent or given a Prospectus to that Beneficiary or has simultaneously sent or given a Prospectus with such supplemental information. Bank agrees that, if it obtains any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company, or if it obtains any materials or writings that have not been previously approved by the Dealer Manager, it will not provide such information to any Beneficiary or IXX Beneficiary. Dealer Manager will provide a copy of any EAST\43209550.1 8/12/10 revised Preliminary Prospectus to Bank if it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will deliver all Preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Exchange Act Rules to Bank. In purchasing Shares, Bank agrees to comply with all the applicable requirements under the Federal Securities Laws, Advisers Act, and Regulations thereunderany other applicable state or federal law or regulation.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by the Securities Act, the Exchange Act, and the Rules rules and Regulationsregulations promulgated under both. The Dealer agrees that it will not send or give any Supplemental Information supplemental information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act or the rules and regulations thereunder. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act and the Exchange Act Rules and Regulations thereunderAct.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Shares Shares, except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager shall promptly notify Dealers of any supplement or amendment to the Supplemental InformationProspectus or the Authorized Sales Materials. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental InformationAuthorized Sales Materials, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information or Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto with such Supplemental InformationInformation or Authorized Sales Materials, as the case may be. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “"broker-dealer use only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of the Shares or any securities of the Companyother securities. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously authorized or approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, agrees to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934Act. Regardless of the termination of this Selected Dealer Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act or and the Exchange Act Rules and Regulations thereunderAct.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, as well as any Supplemental Information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by the Securities Act, the Exchange Act, and the Rules and Regulations. The Dealer agrees that it will not send or give any Supplemental Information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Information. Dealer agrees that it will not show or give to any investor or prospective Investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act or the Exchange Act Rules and Regulations thereunderRegulations. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act and the Exchange Act.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus and all supplements thereto and any amended Prospectus as required by the Securities Act, the Exchange Act, and the Rules and RegulationsAct of 1933. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company Company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the CompanyCompany to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Securities Exchange Act or of 1934. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act of 1933 and the Securities Exchange Act Rules and Regulations thereunderof 1934.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsShares to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that which is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company Company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the CompanyCompany to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act or and the Exchange Act Rules and Regulations thereunderAct.

Prospectus and Supplemental Information. The Dealer is not authorized or permitted to give, give and will not give, any information or make any representation concerning the Shares Units except as set forth in the Prospectus and the Supplemental Information. The Dealer Manager Partnership will supply the Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Information, for delivery to investors, and the Dealer will deliver a copy of the Prospectus as required by and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the Securities Act, first solicitation of an offer to sell the Exchange Act, and the Rules and RegulationsUnits to an investor. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Information. The Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager Partnership and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares Units to members of the public. The Dealer agrees that it will not use in connection with the offer or sale of Shares Units any material or writing that relates to another company program supplied to it by the Company or the Dealer Manager Partnership bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of other than the Companyprogram to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares Units any materials or writings that have not been previously approved by the Dealer ManagerPartnership. Each The Dealer agrees, if the Dealer Manager Partnership so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of In offering and selling Units, the termination of this Agreement, Dealer will deliver a Prospectus in transactions in agrees to comply with all the Shares for a period of 90 days from applicable requirements under the effective date of the Registration Statement or such longer period as may be required by Securities Act and the Exchange Act or the Exchange Act Rules and Regulations thereunderAct.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares Notes except as set forth in the Prospectus and the any Supplemental Information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, as well as any Supplemental Information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by the Securities Act, the Exchange Act, and the Rules and Regulationsfederal securities laws. The Dealer agrees that it will not send or give any Supplemental Information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares Notes to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares Notes any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares Notes any materials or writings that have not been previously approved by the Dealer ManagerManager and the Company in writing. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934Act. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares Notes for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by under the Exchange Act or the Exchange Act Rules and Regulations thereunderfederal securities laws.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, as well as any Supplemental Information, for delivery to investors, and Dealer will deliver a copy of the Prospectus as required by the Securities Act, the Exchange Act, and the Rules and Regulations. The Dealer agrees that it will not send or give any Supplemental Information to an investor unless it has previously sent or given a Prospectus to that investor or has simultaneously sent or given a Prospectus with such Supplemental Information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “broker-dealer use only” or otherwise bearing a legend denoting that it is not to be used in connection with the offer or sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that have not been previously approved by the Dealer ManagerManager other than the Prospectus and Supplemental Information. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934Act. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in with respect to the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act or the Exchange Act Rules and Regulations thereunder.

Prospectus and Supplemental Information. Dealer is not authorized or permitted to give, and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and the Supplemental Informationsupplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Supplemental Informationsupplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus and all supplements thereto and any amended Prospectus as required by the Securities Act, the Exchange Act, and the Rules and RegulationsAct of1933. The Dealer agrees that it will not send or give any Supplemental Information supplements thereto and any amended Prospectus to an that investor unless it has previously sent or given a Prospectus and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such Supplemental Informationsupplemental information. Dealer agrees that it will not show or give to any investor or prospective Investor investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing that which relates to another company Company supplied to it by the Company or the Dealer Manager bearing a legend that which states that such material may not be used in connection with the offer or sale of any securities of other than the CompanyCompany to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings that have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised Preliminary preliminary Prospectus to each person to whom it has furnished a copy of any previous Preliminary preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Securities Exchange Act or of 1934. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act of 1933 and the Securities Exchange Act Rules and Regulations thereunderof 1934.