Common use of Representations and Warranties of Selling Dealer Clause in Contracts

Representations and Warranties of Selling Dealer. You represent and warrant to the Dealer-Manager that: (a) You are a corporation or other entity duly organized, validly existing, and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement. (b) This Agreement when accepted and approved by you will be duly authorized, executed, and delivered by you and will be a valid and binding agreement on your part in accordance with its terms. (c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in the following: (i) any breach of any of the terms or conditions of, or constitute a default under your organizational documents, bylaws, any indenture, agreement, or other instrument to which you are a party or by which you are bound; or MDS Securities, LLC Selling Dealer Agreement 1 (ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or over your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934 (the “Act of 1934”), as a broker/dealer, and you are a member in good standing of FINRA. You are duly registered as a broker/dealer in the jurisdictions where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units, and you agree to comply with the statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as a Selling Dealer, you shall comply with all the provisions of the Act, insofar as the Act applies to your activities under this Agreement. Further, you shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with the Act, the Act of 1934, the applicable rules and regulations of the Securities and Exchange Commission (the “Commission”), the applicable state securities laws and regulations, this Agreement, and applicable FINRA or NASD Conduct Rules, including Rules 2420, 2730, 2740, 2750, and 2810(b)(2) and (b)(3), which provide as follows:

Representations and Warranties of Selling Dealer. You represent and warrant to the Dealer-Manager that: (a) You are a corporation or other entity duly organized, validly existing, and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement. (b) This Agreement when accepted and approved by you will be duly authorized, executed, and delivered by you and will be a valid and binding agreement on your part in accordance with its terms. (c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in the following: (i) any breach of any of the terms or conditions of, or constitute a default under your organizational documents, bylaws, any indenture, agreement, or other instrument to which you are a party or by which you are bound; or MDS Securities, LLC Selling Dealer Agreement 1or (ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or over your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934 (the “Act of 1934”), as a broker/dealer, and you are a member in good standing of FINRA. You are duly registered as a broker/dealer in the jurisdictions where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units, and you agree to comply with the statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as a Selling Dealer, you shall comply with all the provisions of the Act, insofar as the Act applies to your activities under this Agreement. Further, you shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with the Act, the Act of 1934, the applicable rules and regulations of the Securities and Exchange Commission (the “Commission”), the applicable state securities laws and regulations, this Agreement, and applicable FINRA or NASD Conduct Rules, including Rules 2420, 2730, 2740, 2750, and 2810(b)(2) and (b)(3), which provide as follows:

Representations and Warranties of Selling Dealer. You represent and warrant to the Dealer-Dealer Manager that: (a) You are a corporation or other entity duly organized, validly existing, and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement. (b) This Agreement when accepted and approved by you will be duly authorized, executed, and delivered by you and will be a valid and binding agreement on your part in accordance with its terms. (c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in the following: (i) any breach of any of the terms or conditions of, or constitute a default under under, your organizational documents, bylaws, any indenture, agreement, or other instrument to which you are a party or by which you are bound; or MDS Securities, LLC Selling Dealer Agreement 1or (ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or over your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934 (the “Act of 1934Exchange Act”), as a broker/dealer, and you are a member in good standing of FINRA. You are duly registered as a broker/dealer in the jurisdictions where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units, and you agree to comply with the statutes and other requirements applicable to you as a broker/dealer under those registrations. This Agreement shall automatically terminate with no further action by either party if you cease to be a member in good standing of FINRA or with the securities commission of the state in which your principal office is located. You agree to notify the Dealer Manager immediately if you cease to be a member in good standing of FINRA or with the securities commission of any state in which you are currently registered or licensed. (e) Pursuant to your appointment as a Selling Dealer, you agree that your solicitation and other activities by you hereunder shall comply with all this Agreement shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Exchange Act and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the FINRA Rules applicable to the offering from time to time in effect, specifically including, but not in any way limited to, NASD Conduct Rules 2310 (Recommendations to Customers), 2340 (Customer Account Statements), and 2420 (Dealing with Non-Members), and FINRA Rules 2310 (Direct Participation Programs), 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings), and 5141 (Sale of Securities in a Fixed Price Offering), and the provisions of Article IV.C. of the ActStatement of Policy Regarding Registration of Oil and Gas Programs of the North American Securities Administrators Association, insofar Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA Guidelines”) as well as the Act applies to your activities under this Agreementsuitability requirements set forth in the “Suitability Standards” section of the Prospectus. Further, you shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with the Actabove. (f) You shall not offer or sell the Units in any jurisdiction until you have been advised in writing by the Partnership in which the Units are then being offered, or its special counsel, that the Act offer or sale of 1934the Units: (i) has been qualified in the jurisdiction; (ii) is exempt from the qualification requirements imposed by the jurisdiction; or (iii) the qualification is otherwise not required. (g) You will offer Units only: (i) to persons that meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to you by the Partnership in which the Units are then being offered or the Dealer Manager; and (ii) to persons in the jurisdictions in which it is advised in writing by the Partnership in which the Units are then being offered or the Dealer Manager that the Units are qualified for sale or that qualification is not required (the “Blue Sky Survey”). Notwithstanding the qualification of Units for sale in any respective jurisdiction (or exemption therefrom), you will not offer Units and will not permit any of your registered representatives to offer Units in any jurisdiction unless both you and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Units, you shall comply with the provisions of the FINRA Rules, as well as other applicable rules and regulations relating to suitability of investors, including, but not limited to, the provisions of Section IV.C. of the Securities NASAA Guidelines. In offering the sale of Units to any person, you will have reasonable grounds to believe (based on such information obtained from the investor concerning the investor’s age, investment objectives, other investments, financial situation, needs or any other information known by you after due inquiry) that: (A) such person is in a financial position appropriate to enable such person to realize to a significant extent the benefits described in the Prospectus, including the tax benefits; (B) the investor has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; (C) the purchase of the Units is otherwise suitable for such person; and (D) such person meets the suitability standards imposed by the state in which the investment by such investor is made as described in the Prospectus depending on whether the investor subscribes as a limited partner or an investor general partner. You further will use your best efforts to determine the suitability and appropriateness of an investment in the Units of each proposed investor solicited by a person associated with you by reviewing documents and records disclosing the basis on which the determination as to suitability was reached as to each proposed investor, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereinafter established. In making the determinations as to financial qualifications and as to suitability required by the NASAA Guidelines, you may rely on representations from investment advisers who are not affiliated with you, banks acting as trustees or fiduciaries, and information you have obtained from a prospective investor, including such information as the investment objectives, other investments, financial situation and needs of the person or any other information known by you after due inquiry. Notwithstanding the foregoing, you shall not execute any transaction with the Units or the Partnerships in a discretionary account without prior written approval of the transaction by the customer. (h) You shall maintain, for at least six years or for a period of time not less than that required in order to comply with all applicable federal, state and other regulatory requirements, whichever is later, a record of the information obtained to determine that an investor meets the suitability standards imposed on the offer and sale of the Units (both at the time of the initial subscription and at the time of any additional subscriptions) and a representation of the investor that the investor is investing for the investor’s own account or, in lieu of such representation, information indicating that the investor for whose account the investment was made met the suitability standards. You may satisfy your obligation by contractually requiring such information to be maintained by the investment advisers or banks discussed above. You further agree to comply with the record keeping requirements of the Exchange Commission Act, including, but not limited to, Rules 17a-3 and 17a-4 promulgated under the Exchange Act. You agree to make such documents and records available to the Dealer Manager and the Partnerships upon request, and representatives of the Commission, FINRA and applicable state securities administrators upon your receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. (i) You will: (i) deliver a Prospectus, as then supplemented or amended, to each person who subscribes for Units at least five business days prior to the tender of such person’s order form, which is included as Exhibit (C) to the Prospectus (the “CommissionSubscription Agreement”); (ii) promptly comply with the written request of any person for a copy of the Prospectus, as then supplemented or amended, during the period between the initial effective date and the termination of the offering; (iii) deliver to any person, in accordance with applicable law or as prescribed by any state securities administrator, a copy of any prescribed document included within or incorporated by reference in the Registration Statement and any supplements thereto during the course of the offering; (iv) not use any sales materials in connection with the solicitation of purchasers of the Shares except Approved Sales Literature; (v) to the extent the Partnership in which the Units are then being offered provides Approved Sales Literature, not use such materials unless accompanied or preceded by the Prospectus, as then currently in effect; and (vi) not give or provide any information or make any representation or warranty other than information or representations contained in the Prospectus or the Approved Sales Literature. You will not publish, circulate or otherwise use any other advertisement or solicitation material in connection with the offering without the Dealer Manager’s express prior written approval. (j) Nothing contained in this Agreement shall be deemed or construed to make you an employee, agent, representative or partner of the Dealer Manager or the Partnerships, and you are not authorized to act for the Dealer Manager or the Partnerships. (k) You will not send or provide amendments or supplements to the Prospectus or any Approved Sales Literature to any investor unless you have previously sent or provided a Prospectus and all amendments and supplements thereto to that investor or you have simultaneously sent or provided a Prospectus and all amendments and supplements thereto with such Prospectus amendment or supplement or Approved Sales Literature. (l) You will not show to or provide any investor or reproduce any material or writing which is supplied to you 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 Units to members of the public. (m) You shall furnish a copy of any revised preliminary Prospectus to each person to whom you have furnished a copy of any previous preliminary Prospectus, and you further agree that you will mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Exchange Act. (n) You acknowledge and agree that the Partnership in which the Units are then being offered shall have the right to reject any subscription at any time for any reason without liability to it; provided that the subscriber promptly receives from the Escrow Agent the return of any good and cleared funds that the subscriber submitted with the Subscription Agreement, together with any interest or investment income earned thereon while held in escrow, and without deduction for any fees or expenses; provided further that it is the Dealer Manager’s responsibility to ensure that the Escrow Agent returns the funds to the subscriber as set forth herein. Otherwise, subscription funds and executed subscription packets shall be transmitted as set forth in Section 12 of this Agreement. (o) You agree and covenant that: (i) the representations and warranties you make in this Agreement are true and correct as of the date of this Agreement and at the applicable state securities laws and regulations, closing date; and (ii) you shall have fulfilled all your obligations under this Agreement, and Agreement at the applicable FINRA or NASD Conduct Rules, including Rules 2420, 2730, 2740, 2750, and 2810(b)(2) and (b)(3), which provide as follows:closing date.