Common use of Representations and Warranties of the Dealer Manager Clause in Contracts

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant to the Managing General Partner and the respective Partnership that: (a) You are a corporation 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 shall be duly authorized, executed, and delivered by you and shall 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 shall not result in the following: (i) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, or any other indenture, agreement, or instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court or regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the “Act of 1934,” as a broker or dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the states 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 in each Partnership, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the Act, insofar as the Act applies to your and their activities under this Agreement. Further, you and the Selling Agents 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 Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2750, and Rule 2810(b)(2) and (b)(3), which provide as follows:

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant As an inducement to the Managing General Partner Company to enter into this Agreement, the Dealer Manager represents and warrants to the respective Partnership Company that: 2.1. The Dealer Manager is a member of the National Association of Securities Dealers, Inc. (athe "NASD") You are a corporation duly organized, validly existing and in good standing and a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and under the securities laws of the state of your formation or of any jurisdiction states in which the Shares are to the laws of which you are subjectbe offered and sold. The Dealer Manager and its employees and representatives possess all required licenses and registrations to act under this Agreement. 2.2. The Dealer Manager has full legal right, with all requisite power and authority to enter into this Agreement and to carry out your obligations under perform the transactions contemplated hereby, and the Dealer Manager has duly authorized, executed and delivered this Agreement. (b) This Agreement when accepted 2.3. The execution and approved by you shall be duly authorizeddelivery of this Agreement, executed, and delivered by you and shall be a valid and binding agreement on your part in accordance with its terms. (c) The the consummation of the transactions herein contemplated by and the compliance with the terms of this Agreement and by the Prospectus shall Dealer Manager will not result in the following: (i) conflict with or constitute a default or violation under any breach charter, by-law, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any of the terms government, governmental instrumentality or conditions ofcourt, domestic or a default under your Articles of Incorporation or Bylawsforeign, or any other indenture, agreement, or instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court or regulatory body or administrative agency having jurisdiction over you or your affiliatesthe Dealer Manager, except to the extent that the enforceability of the indemnity and contribution provisions contained in Section 6 of this Agreement may be limited under applicable securities laws. (d) You are duly registered 2.4. No consent, approval, authorization or other order of any governmental authority is required in connection with the execution, delivery or performance by the Dealer Manager of this Agreement. 2.5. The Dealer Manager represents and warrants to the Company and each person that signs the Registration Statement that the information under the provisions caption "Plan of the Securities Exchange Act of 1934, which is referred to as the “Act of 1934,” as a broker or dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer Distribution" in the states where you are Prospectus and all other information furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any Preliminary Prospectus, or the Prospectus, does not contain any untrue statement of a material fact or omit to state any material fact required to be registered in order stated therein or necessary to carry out your obligations as contemplated by this Agreement and make the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units in each Partnership, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrationsstatements therein not misleading. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the Act, insofar as the Act applies to your and their activities under this Agreement. Further, you and the Selling Agents 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 Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2750, and Rule 2810(b)(2) and (b)(3), which provide as follows:

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant to the Managing General Partner and the respective Partnership that: (a) You are a corporation 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 shall be duly authorized, executed, and delivered by you and shall 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 shall not result in the following: (i) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, or any other indenture, agreement, or instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court or regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the “Act of 1934,” as a broker or dealer, and you are a member in good standing of the NASDFINRA. You are duly registered as a broker/dealer in the states 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 in each Partnership, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the Act, insofar as the Act applies to your and their activities under this Agreement. Further, you and the Selling Agents 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 Commission, the applicable state securities laws and regulations, this Agreement, and the NASD FINRA Conduct Rules including Rules 2420, 2730, 2740, 2750, and Rule 2810(b)(2) and (b)(3), which provide as follows:

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant to the Managing General Partner and the respective Partnership Partnerships that: (a) You are a corporation 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 shall be duly authorized, executed, and delivered by you and shall 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 shall not result in the following: (i) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, or any other indenture, agreement, or instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court or regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as 1934 (the “Act of 1934,” ”), as a broker or dealer, and you are a member in good standing of the NASDFINRA. You are duly registered as a broker/dealer in the states 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 in each Partnership, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents Dealers to comply with all the provisions of the Act, insofar as the Act applies to your and their activities under this Agreement. Further, you and the Selling Agents Dealers 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 CommissionCommission , the applicable state securities laws and regulations, this Agreement, and the applicable FINRA or NASD Conduct Rules Rules, including Rules 2420, 2730, 2740, 2750, and Rule Rules 2810(b)(2) and (b)(3), which provide as follows:

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant to the Managing General Partner and the respective Partnership Partnerships that: (a) You are a corporation 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 shall be duly authorized, executed, and delivered by you and shall 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 shall not result in the following: (i) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, or any other indenture, agreement, or instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court or regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as 1934 (the “Act of 1934,” ”), as a broker or dealer, and you are a member in good standing of the NASDFINRA. You are duly registered as a broker/dealer in the states where you are required to be registered in order MDS Securities, LLC Dealer-Manager Agreement 6 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 in each Partnership, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents Dealers to comply with all the provisions of the Act, insofar as the Act applies to your and their activities under this Agreement. Further, you and the Selling Agents Dealers 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 Commission, the applicable state securities laws and regulations, this Agreement, and the applicable FINRA or NASD Conduct Rules Rules, including Rules 2420, 2730, 2740, 2750, and Rule Rules 2810(b)(2) and (b)(3), which provide as follows:

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant to the Managing General Partner and the respective Partnership that: (a) You are The Dealer Manager is a corporation duly organized, organized and validly existing and in good standing under the laws of the state State of your formation or of any jurisdiction to the laws of which you are subjectDelaware, with all requisite full power and authority to conduct its business and to enter into this Agreement and to carry out your obligations under this Agreementperform the transactions contemplated hereby. (b) This Agreement when accepted and approved by you shall be has been duly authorized, executed, executed and delivered by you and shall be the Dealer Manager, constitutes a legal, valid and binding agreement on your part of the Dealer Manager, enforceable against the Dealer Manager in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles relating to the availability of remedies, and except to the extent that the enforceability of the indemnity provisions contained in this Agreement may be limited under applicable securities laws. (c) The consummation of the transactions contemplated by this Agreement and the Prospectus shall not result in the following: Dealer Manager (iA) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, or any other indenture, agreement, or instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court or regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are is duly registered under as a broker-dealer pursuant to the provisions of the Securities Exchange Act of 1934, which is referred to as amended (the “Act Exchange Act”), (B) is a member of 1934,” as FINRA in good standing, (C) is a broker or dealer, and you are a member in good standing of the NASD. You are duly dealer registered as a broker/dealer such in those states and jurisdictions where the states where you are Dealer Manager is required to be registered in order to provide the services contemplated by this Agreement and the Dealer Manager Agreement, and (D) it and those of its employees and representatives who are required to have approvals, licenses or registrations to act under this Agreement have all applicable required approvals, licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out your obligations the services related to the Offering as contemplated by this Agreement and the ProspectusDealer Manager Agreement or to perform its obligations hereunder and thereunder. You agree With respect to maintain all the foregoing registrations its participation in good standing throughout the term of the offer and sale of the Units Offered Shares (including, without limitation any resales and transfers of Offered Shares), the Dealer Manager shall comply in each Partnershipall material respects with all applicable requirements of (1) the Securities Act of 1933, as amended (the “Securities Act”), and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the Act, insofar as the Act applies to your and their activities under this Agreement. Further, you and the Selling Agents 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 promulgated thereunder (the “Securities Act Regulations”), the Exchange Act and the applicable rules and regulations promulgated thereunder (the “Exchange Act Regulations”) and all other federal rules and regulations applicable to the Offering and the sale of the CommissionOffered Shares, the (2) applicable state securities laws or “blue sky” laws, and regulations(3) the rules set forth in the FINRA rulebook applicable to the Offering, which currently consists of rules promulgated by FINRA, the National Association of Securities Dealers (“NASD”) and the New York Stock Exchange (collectively, the “FINRA Rules”), specifically including, but not in any way limited to, FINRA Rule 2310, FINRA Rule 5110, FINRA Rule 5141, NASD Rule 2340 and NASD Rule 2420. (d) The Dealer Manager and its representatives have all required Governmental Licenses and have made all filings and registrations with federal and state governmental and regulatory agencies required to conduct their business and to perform their obligations under this Agreement and the Dealer Manager Agreement, except where the inability of such Governmental Licenses to be in full force and effect would not have a material adverse effect on the business, properties, financial position, results of operations or cash flows of the Dealer Manager or as otherwise may be disclosed in the Registration Statement and the NASD Conduct Rules including Rules 2420Prospectus. The performance of the obligations of the Dealer Manager under this Agreement and the Dealer Manager Agreement will not (A) violate or result in a breach of any provisions of its articles of incorporation or by-laws (or similar instruments or documents) or any order, 2730, 2740, 2750law or regulation binding upon it, and Rule 2810(b)(2(B) and (b)(3), result in a material breach of any provisions of any agreement or instrument to which provide as follows:it is a party or which is otherwise binding upon it.

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent The Dealer Manager hereby represents and warrant warrants to the Managing General Partner Company and the respective Partnership Investment Adviser as of the date hereof and as of each date that Shares are sold hereunder; provided, that, to the extent such representations and warranties are given only as of a specified date or dates, the Dealer Manager only make such representations and warranties as of such date or dates: (a) You are a corporation The Dealer Manager is duly organized, validly existing and in good standing under the laws of the state its jurisdiction 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 Agreementformation. (b) This The Dealer Manager has full power and authority to execute and deliver this Agreement when accepted and approved by you shall be duly authorized, executedto perform its obligations hereunder, and delivered by you the execution, delivery and shall be performance of this Agreement constitutes a valid and binding agreement on your part obligation of the Dealer Manager, enforceable against it in accordance with its terms, except as the same may be subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity). (c) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated by and the compliance with the terms of this Agreement and by the Prospectus shall Dealer Manager will not result in the following: conflict with or constitute a default or violation under (i) any breach the Dealer Manager’s certificate of any of the terms formation, operating agreement or conditions of, other organizational document or a default under your Articles of Incorporation or Bylaws, or any other indenture, agreement, or instrument to which you are a party or by which you are bound; or (ii) any violation contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any order applicable to you of any court government, governmental instrumentality or regulatory body court, domestic or administrative agency foreign, having jurisdiction over you or your affiliatesthe Dealer Manager. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which The Dealer Manager (i) is referred to as the “Act of 1934,” as a broker or dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/-dealer under the Exchange Act, (ii) is a member of FINRA in good standing, and (iii) is, or will be prior to the time of any offer or sale, a broker or dealer registered as such in those states and jurisdictions where you are the Dealer Manager is required to be registered in order to carry out your obligations as provide the services 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 in each Partnership, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrationsAgreement. (e) Pursuant The Dealer Manager and its officers, directors, employees and agents maintain in full force and effect all requisite power and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties, to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the Act, insofar as the Act applies to your and their activities under this Agreement. Further, you and the Selling Agents 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 Commission, the applicable state securities laws and regulations, activities permitted by this Agreement, and will perform the NASD Conduct Rules placement and marketing activities in accordance with all applicable laws and regulations applicable to it, including Rules 2420those in the jurisdiction of each of each purchaser of Shares. (f) Neither the Dealer Manager, 2730nor any of its directors, 2740executive officers, 2750other officers participating in the offering of Shares, general partners or managing members, or any of the directors, executive officers or other officers participating in the offering of Shares of any such general partner or managing member (each, a “Dealer Manager Covered Person” and, collectively, the “Dealer Manager Covered Persons”), is subject to any Disqualifying Event, except for a Disqualifying Event (i) contemplated by Rule 506(d)(2) of the Securities Act and (ii) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualifying Event occurring after the date hereof, prior to the date of any further offering of Shares. (g) With respect to each Dealer Manager Covered Person, the Dealer Manager has established procedures reasonably designed to ensure that the Dealer Manager receives notice from each such Dealer Manager Covered Person of: (i) any Disqualifying Event relating to that Dealer Manager Covered Person and (ii) any event that would, with the passage of time, become a Disqualifying Event relating to that Dealer Manager Covered Person, in each case, occurring up to and including, the last date on which Shares are offered in the Offering. (h) With respect to anti-money laundering and anti-terrorist regulations, the Dealer Manager has taken all reasonable steps to ensure that the funds received from purchasers of Shares and invested in the Company do not constitute proceeds from activities that would be subject to anti-money laundering or similar or comparable acts or regulations under U.S. laws or other laws or regulations applicable to it; provided, that, with respect to U.S. laws or other laws or regulations applicable to it as well as internal policies and regulations that relate to “knowing your client” or money laundering, the Dealer Manager (i) has in place client verification procedures for the purpose of establishing the identity and source of funds of each purchaser of Shares, and Rule 2810(b)(2(ii) has recorded evidence (the “Documentary Evidence”) establishing the identity and source of funds of each such purchaser and, if requested, will deliver such Documentary Evidence to the Company with the subscription documents or at any time during which the Shares are issued and outstanding and retain or procure the retention of such evidence for so long as is required by applicable law or regulation and internal policies. (i) The Dealer Manager shall abide by and comply with (i) the privacy standards and requirements of the Xxxxx-Xxxxx-Xxxxxx Act of 1999; (ii) the privacy standards and requirements of any other applicable federal or state law; and (b)(3)iii) its own internal privacy policies and procedures, which provide each as follows:may be amended from time to time.

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant to the Managing General Partner and the respective Partnership that: (a) You are a corporation 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.. Anthem Securities, Inc. 4 Dealer-Manager Agreement (b) This Agreement when accepted and approved by you shall be duly authorized, executed, and delivered by you and shall 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 shall not result in the following: (i) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, or any other indenture, agreement, or other instrument to which you are a party or by which you are boundparty; or (ii) any violation of any order applicable to you of any court or any federal or state regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the “"Act of 1934,” " as a broker or dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the states 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 in each PartnershipUnits, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the Act, insofar as the Act applies to your and their activities under this Agreement. Further, you and the Selling Agents 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 Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2750, and Rule 2810(b)(2) and (b)(3), which provide as follows:

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant to the Managing General Partner and the respective Partnership that: (a) You are a corporation 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 shall be duly authorized, executed, and delivered by you and shall 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 shall not result in the following: (i) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, or any other indenture, agreement, or instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court or regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the “"Act of 1934,” " as a broker or dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the states 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 in each Partnership, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the Act, insofar as the Act applies to your and their activities under this Agreement. Further, you and the Selling Agents 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 Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2750, and Rule 2810(b)(2) and (b)(3), which provide as follows:

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant to the Managing General Partner and the respective Partnership that: (a) You are a corporation 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.. Bryan Funding, Inc. 4 Dealer-Manager Agreement (b) This Agreement when accepted and approved by you shall be duly authorized, executed, and delivered by you and shall 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 shall not result in the following: (i) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, or any other indenture, agreement, or other instrument to which you are a party or by which you are boundparty; or (ii) any violation of any order applicable to you of any court or any federal or state regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the “"Act of 1934,” " as a broker or dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the states 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 in each PartnershipUnits, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the Act, insofar as the Act applies to your and their activities under this Agreement. Further, you and the Selling Agents 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 Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2750, and Rule 2810(b)(2) and (b)(3), which provide as follows:

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant to the Managing General Partner and the respective Partnership that: (a) You are a corporation 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 shall be duly authorized, executed, and delivered by you and shall 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 shall not result in the following:: Anthem Securities, Inc. Dealer-Manager Agreement (i) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, or any other indenture, agreement, or other instrument to which you are a party or by which you are boundparty; or (ii) any violation of any order applicable to you of any court or any federal or state regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the “"Act of 1934,” " as a broker or dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the states 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 in each Partnership, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the Act, insofar as the Act applies to your and their activities under this Agreement. Further, you and the Selling Agents 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 Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2750, and Rule 2810(b)(2) and (b)(3), which provide as follows:

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant to the Managing General Partner and the respective Partnership that: (a) You are a corporation 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 shall be duly authorized, executed, and delivered by you and shall 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 Private Placement Memorandum shall not result in the following: (i) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, ; or any other indenture, agreement, or other instrument to which you are a party or by which you are boundparty; or (ii) any violation of any order applicable to you of any court or any federal or state regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are not subject to any disqualification described in Rule 505(b)(2)(iii) of Regulation D. You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the “Act of 1934,” as a broker or dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the states where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the ProspectusPrivate Placement Memorandum. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units in each PartnershipUnits, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the ActRegulation D, insofar as the Act Regulation D applies to your and their activities under this Agreement. Further, you and the Selling Agents shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with Regulation D, the Act, the Act of 1934, the applicable rules and regulations of the Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, and 2750, and specifically you agree as set forth below. (i) You agree to advise the Managing General Partner in writing of each state in which you and the Selling Agents propose to offer or sell the Units; and you shall not, nor shall you permit any Selling Agent, to offer or sell the Units in any state until you have been advised in writing by the Managing General Partner, or the Managing General Partner’s special counsel, that the offer or sale of the Units: (1) has been qualified in the state; (2) is exempt from the qualification requirements imposed by the state; or (3) the qualification is otherwise not required. (ii) Units shall not be offered and/or sold by you or the Selling Agents by means of any form of general solicitation or general advertising, including, but not limited to, the following: (1) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio; (2) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; or (3) any letter, circular, notice or other written communication constituting a form of general solicitation or general advertising. (iii) You agree and shall require any Selling Agent to agree to provide each offeree with the following: (1) a complete Private Placement Memorandum Kit, which includes a numbered copy of the Private Placement Memorandum, all exhibits incorporated in the Private Placement Memorandum and, without exception, all of the Sales Literature; and (2) any numbered supplement or amendment to the Private Placement Memorandum as set forth in (iv) below. Also, each Private Placement Memorandum Kit includes a copy of the following Sales Literature: (1) a flyer entitled “Atlas America Series 27-2006 L.P.”; (2) a brochure entitled “Frequently Asked Questions”; and (3) possibly other supplementary materials. Further, you and the Selling Agents shall keep file memoranda indicating by number to whom each Private Placement Memorandum Kit, including without exception, the Sales Literature, and supplement or amendment to the Private Placement Memorandum was delivered. (iv) When any supplement or amendment to the Private Placement Memorandum is prepared and delivered to you by the Managing General Partner, you agree and shall require any Selling Agent to agree as follows: (1) to distribute each supplement or amendment to the Private Placement Memorandum, identified by number, to every person who has previously received a Private Placement Memorandum Kit from you and/or the Selling Agent; (2) to include each supplement or amendment in all future deliveries of any Private Placement Memorandum Kit; and (3) to keep file memoranda indicating to whom each supplement or amendment was delivered. (v) In connection with any offer or sale of the Units, you agree and shall require any Selling Agent to agree, to the following: (1) to comply in all respects with statements set forth in the Private Placement Memorandum, the Partnership Agreement, and any supplements or amendments to the Private Placement Memorandum; (2) not to make any statement inconsistent with the statements in the Private Placement Memorandum, the Partnership Agreement, and any supplements or amendments to the Private Placement Memorandum; (3) not to make any untrue or misleading statements of a material fact in connection with the Units; and (4) not to provide any written information, statements, or sales materials other than the Private Placement Memorandum, the Sales Literature, and any supplements or amendments to the Private Placement Memorandum unless approved in writing by the Managing General Partner. (vi) You and the Selling Agents shall advise each offeree of Units in the Partnership at the time of the initial offering to him that the Partnership and the Managing General Partner shall during the course of the offering and a reasonable time before sale accord him the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information, to the extent possessed by the Partnership or the Managing General Partner or obtainable by either of them without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in the Private Placement Memorandum. (vii) Before the sale of any of the Units, you and the Selling Agents shall make reasonable inquiry to determine if the offeree is acquiring the Units for his own account or on behalf of other persons, and that the offeree understands the limitations on the offeree’s disposition of the Units set forth in Rule 2810(b)(2502(d) of Regulation D. This includes a determination by you and the Selling Agents that the offeree understands that he must bear the economic risk of the investment for an indefinite period of time because the Units have not been registered under the Act and, thus, cannot be sold unless the Units are subsequently registered under the Act or an exemption from registration under the Act is available. (viii) Before the sale of any of the Units you and the Selling Agents shall have reasonable grounds to believe that each subscriber is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. (ix) Units shall not be sold by you or the Selling Agents to anyone whom you or the Selling Agent reasonably believes is not an accredited investor. (x) You agree to use your best efforts in the solicitation and sale of the Units and to coordinate and supervise the efforts of the Selling Agents, and you shall require any Selling Agent to agree to use its best efforts in the solicitation and sale of the Units, including that: (1) the Selling Agents comply with all the provisions of Regulation D, the Act, the Act of 1934, the applicable rules and regulations of the Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules; (2) the prospective purchasers meet the suitability requirements set forth in the Private Placement Memorandum, the Subscription Agreement, and this Agreement; and (3) the prospective purchasers properly complete the following forms, which will be included in the Partnership’s subscription packet as exhibits to the Private Placement Memorandum: (A) the Subscription Agreement and Annex A attached to the Subscription Agreement [Exhibit (I-B)]; and (B) the Execution Page and Purchaser Questionnaire [Exhibit (C)]; together with any additional forms provided in any supplement or amendment to the Private Placement Memorandum, or otherwise provided to you by the Managing General Partner to be completed by prospective purchasers. The Managing General Partner shall have the right to reject any subscription at any time for any reason without liability to it. Subscription funds and executed subscription packets shall be transmitted as set forth in Section 16 of this Agreement. (xi) Although not anticipated, if you assist in any transfers of the Units, then you shall comply, and you shall require any Selling Agent to comply, with the requirements of Rule 2810(b)(2)(B) and (b)(3)b)(3)(D) of the NASD Conduct Rules. (xii) You agree and covenant that: (1) the representations and warranties you make in this Agreement are and shall be true and correct at the applicable closing date; and (2) you shall have fulfilled all your obligations under this Agreement at the applicable closing date. (xiii) You agree and covenant that you will not distribute a Private Placement Memorandum Kit to any offeree with whom you do not have a pre-existing substantive relationship as defined from time to time by the Commission, and you shall require each Selling Agent to agree to the same. As of the date of this Agreement, the term “pre-existing substantive relationship” with a potential offeree means the following: (1) your relationship with the offeree was established before the beginning of the offering of Units in the Partnership, which provide as follows:is October 15, 2006; and (2) you have sufficient information concerning the offeree to determine the offeree’s current sophistication and financial circumstances, including that the offeree has such knowledge and experience in financial and business matters that the offeree is capable of evaluating the merits and risks of an investment in the Partnership.

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant to the Managing General Partner and the respective Partnership that: (a) You are a corporation 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 shall be duly authorized, executed, and delivered by you and shall 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 shall not result in the following:: Xxxxx Funding, Inc. 5 Dealer-Manager Agreement (i) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, or any other indenture, agreement, or other instrument to which you are a party or by which you are boundparty; or (ii) any violation of any order applicable to you of any court or any federal or state regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the “"Act of 1934,” " as a broker or dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the states 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 in each Partnership, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the Act, insofar as the Act applies to your and their activities under this Agreement. Further, you and the Selling Agents 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 Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2750, and Rule 2810(b)(2) and (b)(3), which provide as follows:

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent The Dealer Manager represents and warrant warrants to the Managing General Partner and the respective Partnership Sub-Dealer Manager that: (a) You are a. The Dealer Manager has been duly and validly organized and formed as a corporation duly organized, validly existing and in good standing limited liability company under the laws of the state State of your formation or of any jurisdiction to the laws of which you are subject, with Delaware. b. The Dealer Manager has all requisite necessary power and authority to enter into make, execute and deliver this Agreement and to carry out your perform all of the obligations to be performed by it under this Agreement. The making, execution, delivery and performance by it of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, have been, or will be, duly and validly authorized by all necessary limited liability company action on its part. (b) This c. The execution and delivery of this Agreement when accepted and approved by you shall be duly authorized, executed, and delivered by you and shall be a valid and binding agreement on your part in accordance with its terms. (c) The the consummation of the transactions contemplated by this Agreement and the Prospectus shall will not result in the following: (i) violate or conflict with any breach provision of the certificate of formation, limited liability company agreement or other organizational documents of the Dealer Manager, (ii) subject to receipt of any necessary licenses by the Dealer Manager, violate any of the terms or conditions ofterms, conditions, or provisions of any applicable law or license to which the Dealer Manager is subject or by which its assets are bound or (iii) violate, breach or constitute a default under your Articles of Incorporation or Bylaws, or any other indenture, agreement, or instrument contract to which you are the Dealer Manager is a party or by which you the Dealer Manager’s assets are bound; or (ii) any violation of any order applicable to you of any court or regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934d. The Dealer Manager has all licenses, which is referred to as the “Act of 1934,” as a broker registrations, permits, approvals and permissions necessary, required or dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the states where you are required to be registered advisable in order to carry out your perform lawfully its obligations as under this Agreement, including any registrations required under any applicable law and that none of such licenses, registrations, permits, approvals and permissions are expired, revoked, suspended, terminated, limited, qualified or conditioned. e. No action, suit or proceeding is pending or, to the knowledge of the Dealer Manager, threatened against it, before or by any court, regulatory agency or other governmental authority that challenges the validity or enforceability of this Agreement or of the transactions contemplated by this Agreement or that would reasonably be expected to have a material adverse effect on the performance by the Dealer Manager of its obligations under this Agreement or the transactions contemplated hereby. f. No consent, approval or authorization of, or filing, registration or qualification with, any governmental authority or any other person on the part of the Dealer Manager is required for the execution and delivery of this Agreement and the Prospectusperformance of its obligations and duties hereunder, except for such as have been obtained and remain in full force and effect or where the failure to obtain and remain in full force and effect would not, either individually or in the aggregate, materially adversely affect the business or financial condition of the Dealer Manager or impair its ability to carry out its obligations under this Agreement. g. The Dealer Manager Agreement shall include representations, warranties and indemnification obligations of the Company for the benefit of the Sub-Dealer Manager that are substantially the same as the representations, warranties and indemnification obligations contained in the Dealer Manager Agreement with respect to the Dealer Manager and the Sub-Dealer Manager shall be a third party beneficiary to the Dealer Manager Agreement such that the Sub-Dealer Manager shall be entitled to enforce the same against the Company as if it was an original party thereto. You agree The Dealer Manager agrees to maintain all take commercially reasonable efforts to include (i) representations, warranties and indemnification obligations of the foregoing registrations applicable Offering Participant for the benefit of the Sub-Dealer Manager in good standing each Participating Dealer Agreement, Selected RIA Agreement and Selected Institution Agreement that are substantially the same as the representations, warranties and indemnification obligations contained in the applicable Participating Dealer Agreement, Selected RIA Agreement or Selected Institution Agreement with respect to the Dealer Manager and (ii) the Sub-Dealer Manager as a third party beneficiary to each such agreement such that the Sub-Dealer Manager shall be entitled to enforce the same against the applicable Offering Participant as if it was an original party thereto. h. The representations and warranties made by the Dealer Manager in this Section 4 are true and correct as of the date of this Agreement and, throughout the term of the offer and sale of the Units in each Partnership, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the Act, insofar as the Act applies to your and their activities under this Agreement. Further, you and the Selling Agents 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 Commission, the applicable state securities laws and regulations, this Agreement, the Dealer Manager will act reasonably and in good faith to ensure that such representations and warranties remain true and correct in all material respects. The Dealer Manager shall give prompt notice to the NASD Conduct Rules including Rules 2420Sub-Dealer Manager in the event that the Dealer Manager becomes aware of any material inaccuracy or breach, 2730as the case may be, 2740, 2750, of the foregoing representations or warranties. The Dealer Manager acknowledges that the Sub-Dealer Manager is relying upon the foregoing representations and Rule 2810(b)(2) and (b)(3), which provide as follows:warranties.

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant to the Managing General Partner and the respective Partnership that: (a) You are a corporation 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 shall be duly authorized, executed, and delivered by you and shall 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 Private Placement Memorandum shall not result in the following: (i) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, ; or any other indenture, agreement, or other instrument to which you are a party or by which you are boundparty; or (ii) any violation of any order applicable to you of any court or any federal or state regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are not subject to any disqualification described in Rule 505(b)(2)(iii) of Regulation D. You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the “Act of 1934,” as a broker or dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the states where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the ProspectusPrivate Placement Memorandum. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units in each PartnershipUnits, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the ActRegulation D, insofar as the Act Regulation D applies to your and their activities under this Agreement. Further, you and the Selling Agents shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with Regulation D, the Act, the Act of 1934, the applicable rules and regulations of the Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, and 2750, and specifically you agree as set forth below. (i) You agree to advise the Managing General Partner in writing of each state in which you and the Selling Agents propose to offer or sell the Units; and you shall not, nor shall you permit any Selling Agent, to offer or sell the Units in any state until you have been advised in writing by the Managing General Partner, or the Managing General Partner’s special counsel, that the offer or sale of the Units: (1) has been qualified in the state; (2) is exempt from the qualification requirements imposed by the state; or (3) the qualification is otherwise not required. (ii) Units shall not be offered and/or sold by you or the Selling Agents by means of any form of general solicitation or general advertising, including, but not limited to, the following: (1) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio; (2) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; or (3) any letter, circular, notice or other written communication constituting a form of general solicitation or general advertising. (iii) You agree and shall require any Selling Agent to agree to provide each offeree with the following: (1) a complete Private Placement Memorandum Kit, which includes a numbered copy of the Private Placement Memorandum, all exhibits incorporated in the Private Placement Memorandum and, without exception, all of the Sales Literature; and (2) any numbered supplement or amendment to the Private Placement Memorandum as set forth in (iv) below. Also, each Private Placement Memorandum Kit includes a copy of the following Sales Literature: (1) a flyer entitled “ “; (2) a brochure entitled “Frequently Asked Questions”; and (3) possibly other supplementary materials. Further, you and the Selling Agents shall keep file memoranda indicating by number to whom each Private Placement Memorandum Kit, including without exception, the Sales Literature, and supplement or amendment to the Private Placement Memorandum was delivered. (iv) When any supplement or amendment to the Private Placement Memorandum is prepared and delivered to you by the Managing General Partner, you agree and shall require any Selling Agent to agree as follows: (1) to distribute each supplement or amendment to the Private Placement Memorandum, identified by number, to every person who has previously received a Private Placement Memorandum Kit from you and/or the Selling Agent; (2) to include each supplement or amendment in all future deliveries of any Private Placement Memorandum Kit; and (3) to keep file memoranda indicating to whom each supplement or amendment was delivered. (v) In connection with any offer or sale of the Units, you agree and shall require any Selling Agent to agree, to the following: (1) to comply in all respects with statements set forth in the Private Placement Memorandum, the Partnership Agreement, and any supplements or amendments to the Private Placement Memorandum; (2) not to make any statement inconsistent with the statements in the Private Placement Memorandum, the Partnership Agreement, and any supplements or amendments to the Private Placement Memorandum; (3) not to make any untrue or misleading statements of a material fact in connection with the Units; and (4) not to provide any written information, statements, or sales materials other than the Private Placement Memorandum, the Sales Literature, and any supplements or amendments to the Private Placement Memorandum unless approved in writing by the Managing General Partner. (vi) You and the Selling Agents shall advise each offeree of Units in the Partnership at the time of the initial offering to him that the Partnership and the Managing General Partner shall during the course of the offering and a reasonable time before sale accord him the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information, to the extent possessed by the Partnership or the Managing General Partner or obtainable by either of them without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in the Private Placement Memorandum. (vii) Before the sale of any of the Units, you and the Selling Agents shall make reasonable inquiry to determine if the offeree is acquiring the Units for his own account or on behalf of other persons, and that the offeree understands the limitations on the offeree’s disposition of the Units set forth in Rule 2810(b)(2502(d) of Regulation D. This includes a determination by you and the Selling Agents that the offeree understands that he must bear the economic risk of the investment for an indefinite period of time because the Units have not been registered under the Act and, thus, cannot be sold unless the Units are subsequently registered under the Act or an exemption from registration under the Act is available. (viii) Before the sale of any of the Units you and the Selling Agents shall have reasonable grounds to believe that each subscriber is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. (ix) Units shall not be sold by you or the Selling Agents to anyone whom you or the Selling Agent reasonably believes is not an accredited investor. (x) You agree to use your best efforts in the solicitation and sale of the Units and to coordinate and supervise the efforts of the Selling Agents, and you shall require any Selling Agent to agree to use its best efforts in the solicitation and sale of the Units, including that: (1) the Selling Agents comply with all the provisions of Regulation D, the Act, the Act of 1934, the applicable rules and regulations of the Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules; (2) the prospective purchasers meet the suitability requirements set forth in the Private Placement Memorandum, the Subscription Agreement, and this Agreement; and (3) the prospective purchasers properly complete the following forms, which will be included in the Partnership’s subscription packet as exhibits to the Private Placement Memorandum: (A) the Subscription Agreement and Annex A attached to the Subscription Agreement [Exhibit (I-B)]; and (B) the Execution Page and Purchaser Questionnaire [Exhibit (C)]; together with any additional forms provided in any supplement or amendment to the Private Placement Memorandum, or otherwise provided to you by the Managing General Partner to be completed by prospective purchasers. The Managing General Partner shall have the right to reject any subscription at any time for any reason without liability to it. Subscription funds and executed subscription packets shall be transmitted as set forth in Section 16 of this Agreement. (xi) Although not anticipated, if you assist in any transfers of the Units, then you shall comply, and you shall require any Selling Agent to comply, with the requirements of Rule 2810(b)(2)(B) and (b)(3)b)(3)(D) of the NASD Conduct Rules. (xii) You agree and covenant that: (1) the representations and warranties you make in this Agreement are and shall be true and correct at the applicable closing date; and (2) you shall have fulfilled all your obligations under this Agreement at the applicable closing date. (xiii) You agree and covenant that you will not distribute a Private Placement Memorandum Kit to any offeree with whom you do not have a pre-existing substantive relationship as defined from time to time by the Commission, and you shall require each Selling Agent to agree to the same. As of the date of this Agreement, the term “pre-existing substantive relationship” with a potential offeree means the following: (1) your relationship with the offeree was established before the beginning of the offering of Units in the Partnership, which provide as follows:is ; and (2) you have sufficient information concerning the offeree to determine the offeree’s current sophistication and financial circumstances, including that the offeree has such knowledge and experience in financial and business matters that the offeree is capable of evaluating the merits and risks of an investment in the Partnership.

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant to the Managing General Partner and the respective Partnership that: (a) You are a corporation 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 shall be duly authorized, executed, and delivered by you and shall 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 Private Placement Memorandum shall not result in the following: (i) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, ; or any other indenture, agreement, or other instrument to which you are a party or by which you are boundparty; or (ii) any violation of any order applicable to you of any court or any federal or state regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are not subject to any disqualification described in Rule 505(b)(2)(iii) of Regulation D. You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the “"Act of 1934,” " as a broker or dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the states where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the ProspectusPrivate Placement Memorandum. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units in each PartnershipUnits, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the ActRegulation D, insofar as the Act Regulation D applies to your and their activities under this Agreement. Further, you and the Selling Agents shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with Regulation D, the Act, the Act of 1934, the applicable rules and regulations of the Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, and 2750, and Rule 2810(b)(2specifically you agree as set forth below. (i) You agree to advise the Managing General Partner in writing of each state in which you and the Selling Agents propose to offer or sell the Units; and you shall not, nor shall you permit any Selling Agent, to offer or sell the Units in any state until you have been advised in writing by the Managing General Partner, or the Managing General Partner's special counsel, that the offer or sale of the Units: (b)(3)1) has been qualified in the state; (2) is exempt from the qualification requirements imposed by the state; or (3) the qualification is otherwise not required. (ii) Units shall not be offered and/or sold by you or the Selling Agents by means of any form of general solicitation or general advertising, including, but not limited to, the following: (1) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio; (2) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; or (3) any letter, circular, notice or other written communication constituting a form of general solicitation or general advertising. (iii) You agree and shall require any Selling Agent to agree to provide each offeree with the following: (1) a complete Private Placement Memorandum Kit, which provide includes a numbered copy of the Private Placement Memorandum, all exhibits incorporated in the Private Placement Memorandum and, without exception, all of the Sales Literature; and (2) any numbered supplement or amendment to the Private Placement Memorandum as followsset forth in (iv) below. Also, each Private Placement Memorandum Kit includes a copy of the following Sales Literature: (1) a flyer entitled "Atlas America Series 26-2005 L.P."; (2) an article entitled "Tax Rewards with Oil and Gas Partnerships"; (3) a brochure of tax scenarios entitled "How an Investment in Atlas America Series 26-2005 L.P. can Help Achieve an Investor's Tax Objectives"; (4) a brochure entitled "Investing in Atlas America Series 26-2005"; (5) a booklet entitled "Outline of Tax Consequences of Oil and Gas Drilling Programs";

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant to the Managing General Partner and the respective Partnership that: (a) You are a corporation 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 shall be duly authorized, executed, and delivered by you and shall 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 Private Placement Memorandum shall not result in the following: (i) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, ; or any other indenture, agreement, or other instrument to which you are a party or by which you are boundparty; or (ii) any violation of any order applicable to you of any court or any federal or state regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are not subject to any disqualification described in Rule 505 (b)(2)(iii) of Regulation D. You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the “"Act of 1934,” " as a broker or dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the states where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the ProspectusPrivate Placement Memorandum. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units in each PartnershipUnits, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the ActRegulation D, insofar as the Act Regulation D applies to your and their activities under this Agreement. Further, you and the Selling Agents shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with Regulation D, the Act, the Act of 1934, the applicable rules and regulations of the Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, and 2750, and Rule 2810(b)(2specifically you agree as set forth below. (i) You agree to advise the Managing General Partner in writing of each state in which you and the Selling Agents propose to offer or sell the Units; and you shall not, nor shall you permit any Selling Agent, to offer or sell the Units in any state until you have been advised in writing by the Managing General Partner, or the Managing General Partner's special counsel, that the offer or sale of the Units: (b)(3)1) has been qualified in the state; (2) is exempt from the qualification requirements imposed by the state; or (3) the qualification is otherwise not required. (ii) Units shall not be offered and/or sold by you or the Selling Agents by means of any form of general solicitation or general advertising, which including, but not limited to, the following: (1) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio; (2) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; or (3) any letter, circular, notice or other written communication constituting a form of general solicitation or general advertising. (iii) You agree and shall require any Selling Agent to agree to provide each offeree with the following: (1) a complete and numbered copy of the Private Placement Memorandum and all exhibits incorporated in the Private Placement Memorandum; and (2) any numbered supplement or amendment to the Private Placement Memorandum as followsset forth in (iv) below. Also, unless advised otherwise by the Managing General Partner, you and the Selling Agents may choose to provide each offeree with the following: (1) a flyer entitled "Atlas America Series 25-2004 Program"; (2) an article entitled "Tax Rewards with Oil and Gas Partnerships"; (3) a brochure of tax scenarios entitled "How an Investment in Atlas America Series 25-2004 Program can Help Achieve an Investor's Tax Objectives"; (4) a brochure entitled "Investing in Atlas America Series 25-2004 Program"; (5) a booklet entitled "Outline of Tax Consequences of Oil and Gas Drilling Programs";

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant to the Managing General Partner and the respective Partnership that: (a) You are a corporation 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 shall be duly authorized, executed, and delivered by you and shall 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 shall not result in the following: (i) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, or any other indenture, agreement, or instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court or regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the “"Act of 1934,” " as a broker or dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the states 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 in each Partnership, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the Act, insofar as the Act applies to your and their activities under this Agreement. Further, you and the Selling Agents 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 Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2750, and Rule 2810(b)(2) and (b)(3), which provide as follows:

Representations and Warranties of the Dealer Manager. You, as the Dealer-Dealer Manager, represent and warrant to the Managing General Partner and the respective Partnership Partnerships that: (a) You are a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and any other 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 shall be duly authorized, executed, and delivered by you and shall be a valid and binding agreement on your part in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability and except that rights to indemnification and contribution hereunder may be limited by applicable law and public policy. (c) The consummation of the transactions contemplated by this Agreement and the Prospectus shall not result in the following: (i) any breach of any of the terms or conditions of, or a default under under, your Articles of Incorporation or Bylaws, or any other indenture, agreement, or instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court or regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the “Act of 1934,” as a broker or dealer, and you are a member in good standing of the NASDFINRA. You are duly registered as a broker/dealer in the states 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 in each PartnershipPartnership in which the Units are then being offered, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Dealer Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents Dealers to comply with all the provisions of the Securities Act, insofar as the Securities Act applies to your and their activities under this Agreement. Further, you and the Selling Agents Dealers shall not engage in any activity which would cause the offer and/or sale of the Units in the Partnership in which the Units are then being offered not to comply with the Securities Act, the Act of 1934Exchange Act, the applicable rules and regulations of the Commission, the applicable state securities laws and regulations, this Agreement, and the applicable FINRA or NASD Conduct Rules, including, but not in any way limited to, NASD Conduct Rules including Rules 24202310 (Recommendations to Customers), 2730, 2740, 27502340 (Customer Account Statements), and Rule 2810(b)(2) and 2420 (b)(3Dealing with Non-Members), which provide as follows: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) therein.

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant to the Managing General Partner and the respective Partnership that: (a) You are a corporation 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 shall be duly authorized, executed, and delivered by you and shall 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 shall not result in the following: (i) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, or any other indenture, agreement, or instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court or regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the “Act of 1934,” as a broker or dealer, and you are a member in good standing of the NASDFINRA. You are duly registered as a broker/dealer in the states 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 in each Partnership, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the Act, insofar as the Act applies to your and their activities under this Agreement. Further, you and the Selling Agents 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 Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2750, and Rule 2810(b)(2) and (b)(3), which provide as follows:

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent The Dealer Manager hereby represents and warrant warrants to the Managing General Partner Issuer and the respective Partnership Advisor as of the date hereof and as of each date that the Units are sold hereunder provided, that, to the extent such representations and warranties are given only as of a specified date or dates, the Dealer Manager only make such representations and warranties as of such date or dates: (a) You are The Dealer Manager has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement constitutes a corporation valid and binding obligation, enforceable against it in accordance with its terms and does not violate any applicable law, or other contracts or agreements to which it is a party. (b) The Dealer Manager has the financial resources necessary for the performance of 10739013 v20 its obligations as contemplated herein. (c) The Dealer Manager is duly organized, validly existing and in good standing under the laws of its jurisdiction and is in material compliance with all laws, rules and regulations applicable to it. (d) The Dealer Manager (i) is duly registered as a broker-dealer under the state Securities Exchange Act of your formation 1934, as amended (the “Exchange Act”); (ii) is a member of FINRA in good standing; and (iii) is, or will be prior to the time of any jurisdiction offer or sale, a broker or dealer registered as such in those states and jurisdictions where the Dealer Manager is required to be registered in order to provide the services contemplated by this Agreement. With respect to its participation and the participation by each Participating Dealer in the offer and sale of the Units (including, without limitation any resales and transfers of the Units), the Dealer Manager agrees, and, by virtue of entering into the Participating Dealer Agreement, each Participating Dealer shall have agreed, to comply in all material respects with all applicable requirements of (A) the Securities Act, the Exchange Act, the rules and regulations promulgated under the Securities Act and the Exchange Act and all other federal rules and regulations applicable to the laws Private Offering and the sale of which you are subjectthe Units; (B) applicable state securities or “blue sky” laws; and (C) the FINRA Rules (as defined below). The Dealer Manager shall obtain written consent from the Issuer prior to executing a Participating Dealer Agreement with a Participating Dealer that deviates in any material respect from the form attached as Exhibit A-2, with and to the extent such Participating Dealer Agreement is consented to and executed, the Dealer Manager shall provide to the Issuer a copy of such agreement and a summary of such deviations. (e) The Dealer Manager and its officers, directors, employees and agents maintain in full force and effect all requisite power and authority authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties, to engage in any activities permitted by this Agreement, and will perform the placement and marketing activities in accordance with all applicable laws and regulations applicable to it, including those in the jurisdiction of each purchaser of the Units. (f) Neither the Dealer Manager, nor any of its directors, executive officers, other officers participating in the offering of the Units, general partners or managing members, or any of the directors, executive officers or other officers participating in the offering of the Units of any such general partner or managing member (each, a “Dealer Manager Covered Person” and, collectively, the “Dealer Manager Covered Persons”), is subject to any Disqualifying Event, except for a Disqualifying Event (i) contemplated by Rule 506(d)(2) of the Securities Act and (ii) a description of which has been furnished in writing to the Issuer prior to the date hereof or, in the case of a Disqualifying Event occurring after the date hereof, prior to the date of any further offering of the Units. (g) With respect to anti-money laundering and anti-terrorist regulations, the Dealer Manager has taken all reasonable steps to ensure that the funds received from purchasers of the Units and invested in the Issuer do not constitute proceeds from activities that would be subject to anti-money laundering or similar or comparable acts or regulations under U.S. laws or other laws or regulations applicable to it; provided, that, with respect to U.S. laws or other laws or regulations applicable to it as well as internal policies and regulations that relate to “knowing your client” and/or money laundering, it (i) has in place client verification procedures for the purpose of establishing the identity and source of funds of each purchaser of the Units and (ii) has recorded evidence (the “Documentary Evidence”) establishing the identity and source of funds of each such purchaser and, if requested, will deliver such Documentary Evidence to the Issuer with the subscription documents or at any time during which the Units are issued and outstanding and retain or procure the retention of such evidence for so long as is required by applicable law or regulation and internal policies. (h) The Dealer Manager shall abide by and comply with (i) the privacy standards and requirements of the Xxxxx-Xxxxx-Xxxxxx Act of 1999; (ii) the privacy standards and requirements of any other applicable federal or state law; and (iii) its own internal privacy policies and procedures, each 10739013 v20 as may be amended from time to time. (i) Exclusive of any RIAs that the Issuer or the Advisor may engage directly, the Dealer Manager is not aware of any person (other than any Issuer Covered Person, Dealer Manager Covered Person or Participating Dealer) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Units, and the Dealer Manager will not enter into any such agreement without the prior written consent of the Issuer. If the Dealer Manager enters into any such agreement, such person(s) will be deemed to be a Dealer Manager Covered Person pursuant to this Agreement Agreement. (i) neither the Dealer Manager nor any Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Units pursuant to this Agreement, has been charged with and, to its knowledge, is not under investigation, review or evaluation with respect to, any material violation of any laws, rules and regulations applicable to it, (ii) the Dealer Manager is not the subject of any pending (or, to its knowledge, threatened) adverse proceedings by any governmental authority the effect of which might impair or adversely affect in any material respect its ability to perform its obligations under this Agreement, and (iii) the Dealer Manager is not a party to, and to carry out your its knowledge, it has not been threatened with, any litigation, arbitration or other adverse proceeding the effect of which might impair or adversely affect in any material respect its ability to perform its obligations under this Agreement. (bk) This Agreement when accepted With respect to each Dealer Manager Covered Person, the Dealer Manager has established procedures reasonably designed to ensure that the Dealer Manager receives notice from each such Dealer Manager Covered Person of any Disqualifying Event relating to that Dealer Manager Covered Person occurring up to and approved by you shall be duly authorized, executed, and delivered by you and shall be a valid and binding agreement including the last date on your part in accordance with its terms. (c) The consummation of which the transactions contemplated by this Agreement and the Prospectus shall not result Units are offered in the following: (i) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, or any other indenture, agreement, or instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court or regulatory body or administrative agency having jurisdiction over you or your affiliatesPrivate Offering. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the “Act of 1934,” as a broker or dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the states 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 in each Partnership, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the Act, insofar as the Act applies to your and their activities under this Agreement. Further, you and the Selling Agents 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 Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2750, and Rule 2810(b)(2) and (b)(3), which provide as follows:

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant to the Managing General Partner and the respective Partnership that: (a) You are a corporation 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 shall be duly authorized, executed, and delivered by you and shall 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 shall not result in the following:: Xxxxx Funding, Inc. 4 Dealer-Manager Agreement (i) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, or any other indenture, agreement, or other instrument to which you are a party or by which you are boundparty; or (ii) any violation of any order applicable to you of any court or any federal or state regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the “"Act of 1934,” " as a broker or dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the states 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 in each PartnershipUnits, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the Act, insofar as the Act applies to your and their activities under this Agreement. Further, you and the Selling Agents 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 Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2750, and Rule 2810(b)(2) and (b)(3), which provide as follows:

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant to the Managing General Partner and the respective Partnership that: (a) You are a corporation 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 shall be duly authorized, executed, and delivered by you and shall 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 shall not result in the following:: Anthem Securities, Inc. 5 Dealer-Manager Agreement (i) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, or any other indenture, agreement, or other instrument to which you are a party or by which you are boundparty; or (ii) any violation of any order applicable to you of any court or any federal or state regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the “"Act of 1934,” " as a broker or dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the states 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 in each Partnership, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the Act, insofar as the Act applies to your and their activities under this Agreement. Further, you and the Selling Agents 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 Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2750, and Rule 2810(b)(2) and (b)(3), which provide as follows:

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant to the Managing General Partner and the respective Partnership that: (a) You are a corporation 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.. Xxxxx Funding, Inc. 4 Dealer-Manager Agreement (b) This Agreement when accepted and approved by you shall be duly authorized, executed, and delivered by you and shall 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 shall not result in the following: (i) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, or any other indenture, agreement, or other instrument to which you are a party or by which you are boundparty; or (ii) any violation of any order applicable to you of any court or any federal or state regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the “"Act of 1934,” " as a broker or dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the states 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 in each PartnershipUnits, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the Act, insofar as the Act applies to your and their activities under this Agreement. Further, you and the Selling Agents 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 Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2750, and Rule 2810(b)(2) and (b)(3), which provide as follows:

Representations and Warranties of the Dealer Manager. You, as the Dealer-Manager, represent and warrant to the Managing General Partner and the respective Partnership that: (a) You are a corporation 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 shall be duly authorized, executed, and delivered by you and shall 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 shall not result in the following:: Anthem Securities, Inc. 6 Dealer-Manager Agreement (i) any breach of any of the terms or conditions of, or a default under your Articles of Incorporation or Bylaws, or any other indenture, agreement, or instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court or regulatory body or administrative agency having jurisdiction over you or your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the “"Act of 1934,” " as a broker or dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the states 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 in each Partnership, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as Dealer-Manager, you shall use your best efforts to exercise the supervision and control that you deem necessary and appropriate to the activities of you and the Selling Agents to comply with all the provisions of the Act, insofar as the Act applies to your and their activities under this Agreement. Further, you and the Selling Agents 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 Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2750, and Rule 2810(b)(2) and (b)(3), which provide as follows: