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

Representations, Warranties and Covenants of Selling Dealer. You represent, warrant and covenant to the Dealer-Manager that: (a) You are a corporation or other entity duly organized, validly existing and in good standing under the laws of the state of your formation and are duly qualified to do business and in good standing under the laws of any jurisdiction in which your ownership of property or conduct of business requires you to be so qualified. You have all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement. (b) This Agreement when executed by you will be duly authorized, executed and delivered by you and will be a valid and binding agreement on your part and enforceable in accordance with its terms except as may be limited by the effect of bankruptcy, insolvency, moratorium, preferential or fraudulent conveyance or other similar laws or equitable principles relating to or affecting the rights of creditors generally, by general principles of equity, and by public policy relating to claims for indemnification for securities laws violations. (c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in: (i) any breach of any of the terms or conditions of, or constitute a default under, your organizational documents, bylaws, any indenture, agreement or other instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or your affiliates. Xxxxxxxx Securities, Inc. 1 Selling Dealer Agreement (d) You are duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and you are a member in good standing of the NASD. You are duly registered as a broker-dealer in the jurisdictions where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units and you agree to comply with all statutes and other requirements applicable to you as a broker-dealer under those registrations.

Representations, Warranties and Covenants of Selling Dealer. You represent, warrant and covenant to the Dealer-Manager that: (a) You are a corporation or other entity duly organized, validly existing and in good standing under the laws of the state of your formation and are duly qualified to do business and in good standing under the laws of any jurisdiction in which your ownership of property or conduct of business requires you to be so qualified. You have all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement. (b) This Agreement when executed by you will be duly authorized, executed and delivered by you and will be a valid and binding agreement on your part and enforceable in accordance with its terms except as may be limited by the effect of bankruptcy, insolvency, moratorium, preferential or fraudulent conveyance or other similar laws or equitable principles relating to or affecting the rights of creditors generally, by general principles of equity, and by public policy relating to claims for indemnification for securities laws violations. (c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in: (i) in any breach of any of the terms or conditions of, or constitute a default under, your organizational documents, bylaws, any indenture, agreement or other instrument to which you are a party or by which you are bound; or (ii) any violation of , or violate any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or your affiliates. Xxxxxxxx Securities, Inc. 1 Selling Dealer Agreementyou. (d) You are duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and you are a member in good standing of the NASD. You are duly registered as a broker-dealer in the jurisdictions where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units and you agree to comply with all statutes and other requirements applicable to you as a broker-dealer under those registrations. (e) You will comply with all the provisions of the Securities Act of 1933, as amended (the "1933 Act"), insofar as the 1933 Act applies to your activities under this Agreement. Further, you will not engage in any activity which would cause the offer and/or sale of the Units not to comply with the 1933 Act, the 1934 Act, applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), applicable state securities laws and regulations, this Agreement or the NASD Conduct Rules. (f) You have received copies of the Prospectus and you have relied only on the statements contained in the Prospectus and not on any other statements whatsoever, either written or oral, with respect to the Partnership, the Units or the offering. (g) You agree that you shall not place any advertisement or other solicitation with respect to the Units (including, without limitation, any material for use in any newspaper, magazine, radio or television commercial, telephone recording, motion picture, or other public media) without the prior written approval of the Partnership, and without the prior filing with and review of the form and content thereof by the Commission, the NASD and the securities authorities of the states where such advertisement or solicitation is to be circulated. Any such advertisements or solicitations shall be at your expense. (h) If a supplement or amendment to the Prospectus (each, a "Supplement") is prepared and delivered to you by the Partnership or the Dealer-Manager, you agree to distribute such Supplement to every person who has previously received a copy of the Prospectus from you and you further agree to include such Supplement or Amendment in all future deliveries of any Prospectus. (i) In connection with any offer or sale of the Units, you agree (i) to comply in all respects with restrictions and procedures set forth in the Prospectus and the Partnership's Amended and Restated Agreement of Limited Partnership, a copy of which is an appendix to the Prospectus (the "Partnership Agreement"), (ii) not to make any statement inconsistent with the statements in the Prospectus or the Partnership Agreement, (iii) not to provide any written information, statements or sales literature other than the Prospectus and such other material as shall be provided to you by the Partnership or specifically authorized in writing by the Partnership, and (iv) not to make any untrue statement of a material fact or omit to state a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading in connection with the Partnership, the Units or the offering. (j) Prior to the sale of any of the Units you shall have reasonable grounds to believe that a purchase of the Units is a suitable and appropriate investment for each subscriber. In making this determination, you shall ascertain that the subscriber: (i) meets the minimum income and net worth standards set forth in the Prospectus; (ii) can reasonably benefit from an investment in the Units based on the subscriber's overall investment objectives and portfolio structure; (iii) is able to bear the economic risk of an investment in the Units based on the subscriber's overall financial situation; and (iv) has apparent understanding of the fundamental risks of an investment in the Units; the risk that the subscriber may lose his or her entire investment; the lack of liquidity of the Units; the restrictions on transferability of the Units; the background and qualifications of the General Partner and the persons responsible for managing the Partnership; and tax consequences of an investment in the Units. You and the Selling Dealers shall maintain records on the information used to determine that the investment in the Units is suitable and appropriate for each subscriber, and shall maintain these records for at least six years after the Offering Termination Date, as such term is defined in the Dealer-Manager Agreement. (k) You agree to use your best efforts in the solicitation and sale of the Units, including ensuring that the prospective purchasers properly execute the subscription agreement, a form of which is an exhibit to the Prospectus (the "Subscription Agreement"), together with any additional forms provided in any Supplement or otherwise provided to you by the Partnership or the Dealer-Manager to be completed by prospective purchasers. You acknowledge and agree that the Partnership shall have the right to reject any subscription at any time for any reason without liability to it. Investor funds and executed Subscription Agreements shall be transmitted as set forth in Section 11 of this Agreement. (l) Your representations and warranties made in this Agreement are and will be true and correct at each applicable closing on Unit sales and you will have fulfilled all your obligations under this Agreement at the applicable closing date.

Representations, Warranties and Covenants of Selling Dealer. You represent, warrant and covenant to the Dealer-Manager that: (a) You are a corporation or other entity duly organized, validly existing and in good standing under the laws of the state of your formation and are duly qualified to do business and in good standing under the laws of any jurisdiction in which your ownership of property or conduct of business requires you to be so qualified. You have all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement. (b) This Agreement when executed by you will be duly authorized, executed and delivered by you and will be a valid and binding agreement on your part and enforceable in accordance with its terms except as may be limited by the effect of bankruptcy, insolvency, moratorium, preferential or fraudulent conveyance or other similar laws or equitable principles relating to or affecting the rights of creditors generally, by general principles of equity, and by public policy relating to claims for indemnification for securities laws violations. (c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in: (i) any breach of any of the terms or conditions of, or constitute a default under, your organizational documents, bylaws, any indenture, agreement or other instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or your affiliates. Xxxxxxxx Securities, Inc. 1 Selling Dealer Agreement (d) You are duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and you are a member in good standing of the NASD. You are duly registered as a broker-dealer in the jurisdictions where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units and you agree to comply with all statutes and other requirements applicable to you as a broker-dealer under those registrations.

Representations, Warranties and Covenants of Selling Dealer. You represent, warrant and covenant to the Dealer-Manager that: (a) You are a corporation or other entity duly organized, validly existing and in good standing under the laws of the state of your formation and are duly qualified to do business and in good standing under the laws of any jurisdiction in which your ownership of property or conduct of business requires you to be so qualified. You have all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement. (b) This Agreement when executed by you will be duly authorized, executed and delivered by you and will be a valid and binding agreement on your part and enforceable in accordance with its terms except as may be limited by the effect of bankruptcy, insolvency, moratorium, preferential or fraudulent conveyance or other similar laws or equitable principles relating to or affecting the rights of creditors generally, by general principles of equity, and by public policy relating to claims for indemnification for securities laws violations. (c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in: (i) any breach of any of the terms or conditions of, or constitute a default under, your organizational documents, bylaws, any indenture, agreement or other instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or your affiliates. Xxxxxxxx Securities, Inc. 1 Selling Dealer Agreement (d) You are duly registered as a broker-/dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and you are a member in good standing of the NASDFINRA. You are duly registered as a broker-/dealer in the jurisdictions where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units and you agree to comply with all statutes and other requirements applicable to you as a broker-/dealer under those registrations.

Representations, Warranties and Covenants of Selling Dealer. You represent, warrant and covenant as of the date this Agreement is executed on behalf of your firm and as of the date any Subscription Agreement is forwarded to us, the Dealer-Manager thatManaging General Partner or any of the partnerships as follows: (a) You are a corporation or other entity duly organized, validly existing Qualification of Selling Dealer and in good standing under the laws of the state of your formation and are duly qualified to do business and in good standing under the laws of any jurisdiction in which your ownership of property or conduct of business requires you to be so qualifiedits Representatives. You have all requisite power represent, warrant and authority to enter into this Agreement and to carry out your obligations under this Agreement. (b) This Agreement when executed by covenant that you will be duly authorized, executed and delivered by you and will be a valid and binding agreement on your part and enforceable in accordance with its terms except as may be limited by the effect of bankruptcy, insolvency, moratorium, preferential or fraudulent conveyance or other similar laws or equitable principles relating to or affecting the rights of creditors generally, by general principles of equityare, and by public policy relating during the Offering Period will continue to claims for indemnification for securities laws violations. (c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in: be, (i) any breach of any of the terms or conditions of, or constitute a default under, your organizational documents, bylaws, any indenture, agreement or other instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or your affiliates. Xxxxxxxx Securities, Inc. 1 Selling Dealer Agreement (d) You are duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and you are a member in good standing of the NASD. You are duly FINRA and (ii) registered as a securities broker-dealer in those jurisdictions wherein members of, or persons associated with, your firm will offer or sell the jurisdictions where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the ProspectusInterests. You agree also represent, warrant and covenant that, during the Offering Period, you will only permit members of, or persons associated with, your firm to maintain all the foregoing registrations offer or sell Interests if such persons are duly registered or licensed to sell direct participation program investments by, and in good standing throughout with, FINRA and those jurisdictions wherein they will offer or sell Interests. You hereby certify that neither your firm nor any member of your firm has been subject to a fine, a consent decree or suspension of your or their licenses or registrations within the term last three (3) years for violation of federal or State securities rules, laws or regulations. You also hereby certify that you will promptly advise the Dealer-Manager of any pending, threatened or current civil or administrative proceedings during the Offering Period involving alleged violations of such rules, laws or regulations. (b) Investor Suitability and Minimum Investment. You further represent, warrant and covenant that no member of, or person associated with, your firm shall offer or sell Interests in any jurisdiction except to investors who satisfy the investor suitability and minimum investment requirements under the most restrictive of the offer and sale following: (i) applicable provisions of the Units applicable Prospectus, (ii) the laws of the jurisdiction of which such investor is a resident, and (iii) FINRA rules and regulations and FINRA Rule 2310, in particular. Specifically, you agree to comply with all statutes ensure that, in recommending the purchase or sale of Interests to an investor, each member of, or person associated with, your firm shall have reasonable grounds (as required by Rule 2310(b)(2)(B)(i) of the FINRA Rules) to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period provided in such FINRA Rules) concerning his or her age, investment objectives, other investments, financial situation and needs, and any other information known to such member of, or person associated with, your firm, that (A) the investor is or will be in a financial position appropriate to enable him or her to realize to a significant extent the benefits described in the applicable Prospectus, including the tax benefits to the extent they are a significant aspect of each partnership; (B) the investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Interests in the amount proposed, including complete loss, and lack of liquidity, of such investment; and (C) an investment in Interests is suitable in type and amount for such investor. You further represent, warrant and covenant that you will: (x) require each member of, or person associated with, your firm to make diligent inquiry as to the suitability and appropriateness of an investment in Interests from each proposed investor, (y) retain in your records for a period equal to the longer of (A) six years from the date of the applicable sale of Interests or (B) five years from the end of the applicable Offering Period (or such longer period as is provided in Section 9 hereof), and (z) make available to us and each partnership, upon request (and upon your firm’s receipt of an appropriate document subpoena from one of the following, to representatives of the SEC, FINRA and applicable State securities administrators) documents disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Interests pursuant to a subscription solicited by your firm, whether such records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. You shall not purchase any Interests for a discretionary account without obtaining the prior written approval of your customer and his or her signature on a Subscription Agreement. (c) Due Diligence; Adequate Disclosure. By signing below and signing each Subscription Agreement, you hereby acknowledge (or reaffirm, in the latter case) that, prior to entering into this Agreement, your firm satisfied itself that it has reasonable grounds to believe, based upon information and other requirements applicable relevant materials made available to you by each partnership, that all material facts are adequately and accurately disclosed in each Prospectus and provide a basis for evaluation of an investment in the Interests (as is provided in Rule 2310(b)(3)(A), (B) and (C) of the FINRA Rules). In determining the adequacy of the disclosed facts, you shall obtain information on material facts relating at a brokerminimum to the following, if relevant in view of the nature of each partnership: (i) items of compensation; (ii) physical properties; (iii) tax aspects; (iv) financial stability and experience of the Managing General Partner; (v) each partnership’s conflicts and risk factors; and (vi) appraisals and other pertinent reports. You further acknowledge that you did not, and may not, rely upon the investigation conducted by us in our capacity as Dealer-dealer under those registrationsManager (because of our affiliation with the Managing General Partner and each partnership) or by any other Selling Dealers, unless in the latter case all of the conditions set forth in FINRA Rule 2310(b)(3)(C) have been met.

Representations, Warranties and Covenants of Selling Dealer. You represent, warrant and covenant to the Dealer-Manager that: (a) You are a corporation or other entity duly organized, validly existing and in good standing under the laws of the state of your formation and are duly qualified to do business and in good standing under the laws of any jurisdiction in which your ownership of property or conduct of business requires you to be so qualified. You have all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement. (b) This Agreement when executed by you will be duly authorized, executed and delivered by you and will be a valid and binding agreement on your part and enforceable in accordance with its terms except as may be limited by the effect of bankruptcy, insolvency, moratorium, preferential or fraudulent conveyance or other similar laws or equitable principles relating to or affecting the rights of creditors generally, by general principles of equity, and by public policy relating to claims for indemnification for securities laws violations. (c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in: (i) in any breach of any of the terms or conditions of, or constitute a default under, your organizational documents, bylaws, any indenture, agreement or other instrument to which you are a party or by which you are bound; or (ii) any violation of , or violate any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or your affiliates. Xxxxxxxx Securities, Inc. 1 Selling Dealer Agreementyou. (d) You are duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and you are a member in good standing of the NASD. You are duly registered as a broker-dealer in the jurisdictions where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units and you agree to comply with all statutes and other requirements applicable to you as a broker-dealer under those registrations. (e) You will comply with all the provisions of the Securities Act of 1933, as amended (the "1933 Act"), insofar as the 1933 Act applies to your activities under this Agreement. Further, you will not engage in any activity which would cause the offer and/or sale of the Units not to comply with the 1933 Act, the 1934 Act, applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), applicable state securities laws and regulations, this Agreement or the NASD Conduct Rules. (f) You have received copies of the Prospectus and you have relied only on the statements contained in the Prospectus and not on any other statements whatsoever, either written or oral, with respect to the Partnership, the Units or the offering. (g) You agree that you shall not place any advertisement or other solicitation with respect to the Units (including, without limitation, any material for use in any newspaper, magazine, radio or television commercial, telephone recording, motion picture, or other public media) without the prior written approval of the Partnership, and without the prior filing with and review of the form and content thereof by the Commission, the NASD and the securities authorities of the states where such advertisement or solicitation is to be circulated. Any such advertisements or solicitations shall be at your expense. (h) If a supplement or amendment to the Prospectus (each, a "Supplement") is prepared and delivered to you by the Partnership or the Dealer- Manager, you agree to distribute such Supplement to every person who has previously received a copy of the Prospectus from you and you further agree to include such Supplement or Amendment in all future deliveries of any Prospectus. (i) In connection with any offer or sale of the Units, you agree (i) to comply in all respects with restrictions and procedures set forth in the Prospectus and the Partnership's Amended and Restated Agreement of Limited Partnership, a copy of which is an appendix to the Prospectus (the "Partnership Agreement"), (ii) not to make any statement inconsistent with the statements in the Prospectus or the Partnership Agreement, (iii) not to provide any written information, statements or sales literature other than the Prospectus and such other material as shall be provided to you by the Partnership or specifically authorized in writing by the Partnership, and (iv) not to make any untrue statement of a material fact or omit to state a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading in connection with the Partnership, the Units or the offering. (j) Prior to the sale of any of the Units and in accordance with Rules 2810(b)(2) and (3) of the NASD Conduct Rules you shall have reasonable grounds to believe that a purchase of the Units is a suitable and appropriate investment for each subscriber. In making this determination, you shall ascertain that the subscriber: (i) meets the minimum income and net worth standards set forth in the Prospectus; (ii) can reasonably benefit from an investment in the Units based on the subscriber's overall investment objectives and portfolio structure; (iii) is able to bear the economic risk of an investment in the Units based on the subscriber's overall financial situation; and (iv) has apparent understanding of the fundamental risks of an investment in the Units; the risk that the subscriber may lose his or her entire investment; the lack of liquidity of the Units; the restrictions on transferability of the Units; the background and qualifications of the General Partner and the persons responsible for managing the Partnership; and tax consequences of an investment in the Units. You and the Selling Dealers shall maintain records on the information used to determine that the investment in the Units is suitable and appropriate for each subscriber, and shall maintain these records for at least six years after the Offering Termination Date, as such term is defined in the Dealer-Manager Agreement. (k) You agree to use your best efforts in the solicitation and sale of the Units, including ensuring that the prospective purchasers properly execute the subscription agreement, a form of which is an exhibit to the Prospectus (the "Subscription Agreement"), together with any additional forms provided in any Supplement or otherwise provided to you by the Partnership or the Dealer- Manager to be completed by prospective purchasers. You acknowledge and agree that the Partnership shall have the right to reject any subscription at any time for any reason without liability to it. Investor funds and executed Subscription Agreements shall be transmitted as set forth in Section 11 of this Agreement. (l) Your representations and warranties made in this Agreement are and will be true and correct at each applicable closing on Unit sales and you will have fulfilled all your obligations under this Agreement at the applicable closing date.

Representations, Warranties and Covenants of Selling Dealer. You represent, warrant and covenant to the Dealer-Manager that: (a) You are a corporation or other entity duly organized, validly existing and in good standing under the laws of the state of your formation and are duly qualified to do business and in good standing under the laws of any jurisdiction in which your ownership of property or conduct of business requires you to be so qualified. You have all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement. (b) This Agreement when executed by you will be duly authorized, executed and delivered by you and will be a valid and binding agreement on your part and enforceable in accordance with its terms except as may be limited by the effect of bankruptcy, insolvency, moratorium, preferential or fraudulent conveyance or other similar laws or equitable principles relating to or affecting the rights of creditors generally, by general principles of equity, and by public policy relating to claims for indemnification for securities laws violations. (c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in: (i) any breach of any of the terms or conditions of, or constitute a default under, your organizational documents, bylaws, any indenture, agreement or other instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or your affiliates. Xxxxxxxx Cxxxxxxx Securities, Inc. 1 Selling Dealer Agreement (d) You are duly registered as a broker-/dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and you are a member in good standing of the NASDFINRA. You are duly registered as a broker-/dealer in the jurisdictions where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units and you agree to comply with all statutes and other requirements applicable to you as a broker-/dealer under those registrations.

Representations, Warranties and Covenants of Selling Dealer. You represent, warrant and covenant to the Dealer-Manager that: (a) You are a corporation or other entity duly organized, validly existing and in good standing under the laws of the state of your formation and are duly qualified to do business and in good standing under the laws of any jurisdiction in which your ownership of property or conduct of business requires you to be so qualified. You have all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement. (b) This Agreement when executed by you will be duly authorized, executed and delivered by you and will be a valid and binding agreement on your part and enforceable in accordance with its terms except as may be limited by the effect of bankruptcy, insolvency, moratorium, preferential or fraudulent conveyance or other similar laws or equitable principles relating to or affecting the rights of creditors generally, by general principles of equity, and by public policy relating to claims for indemnification for securities laws violations. (c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in: (i) any breach of any of the terms or conditions of, or constitute a default under, your organizational documents, bylaws, any indenture, agreement or other instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or your affiliates. Xxxxxxxx Securities, Inc. 1 Selling Dealer Agreement. (d) You are duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and you are a member in good standing of the NASD. You are duly registered as a broker-dealer in the jurisdictions where you are required to be registered in order Xxxxx Funding, Inc. 1 Selling Dealer Agreement to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units and you agree to comply with all statutes and other requirements applicable to you as a broker-dealer under those registrations.

Representations, Warranties and Covenants of Selling Dealer. You represent, warrant and covenant to the Dealer-Manager that: (a) You are a corporation or other entity duly organized, validly existing and in good standing under the laws of the state of your formation and are duly qualified to do business and in good standing under the laws of any jurisdiction in which your ownership of property or conduct of business requires you to be so qualified. You have all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement. (b) This Agreement when executed by you will be duly authorized, executed and delivered by you and will be a valid and binding agreement on your part and enforceable in accordance with its terms except as may be limited by the effect of bankruptcy, insolvency, moratorium, preferential or fraudulent conveyance or other similar laws or equitable principles relating to or affecting the rights of creditors generally, by general principles of equity, and by public policy relating to claims for indemnification for securities laws violations. (c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in: (i) any breach of any of the terms or conditions of, or constitute a default under, your organizational documents, bylaws, any indenture, agreement or other instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or your affiliates. Xxxxxxxx Securities, Inc. 1 Selling Dealer Agreement. (d) You are duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and you are a member in good standing of the NASD. You are duly registered as a broker-dealer in the jurisdictions where you are required to be registered in order to carry out your Anthem Securities, Inc. 1 Selling Dealer Agreement obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units and you agree to comply with all statutes and other requirements applicable to you as a broker-dealer under those registrations.

Representations, Warranties and Covenants of Selling Dealer. You represent, warrant and covenant to the Dealer-Manager that: (a) You are a corporation or other entity duly organized, validly existing and in good standing under the laws of the state of your formation and are duly qualified to do business and in good standing under the laws of any jurisdiction in which your ownership of property or conduct of business requires you to be so qualified. You have all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement. (b) This Agreement when executed by you will be duly authorized, executed and delivered by you and will be a valid and binding agreement on your part and enforceable in accordance with its terms except as may be limited by the effect of bankruptcy, insolvency, moratorium, preferential or fraudulent conveyance or other similar laws or equitable principles relating to or affecting the rights of creditors generally, by general principles of equity, and by public policy relating to claims for indemnification for securities laws violations. (c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in: (i) any breach of any of the terms or conditions of, or constitute a default under, your organizational documents, bylaws, any indenture, agreement or other instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or your affiliates. Xxxxxxxx Securities, Inc. 1 Selling Dealer Agreement. (d) You are duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and you are a member in good standing of the NASD. You are duly registered as a broker-dealer in the jurisdictions where you are required to be registered in order Anthem Securities, Inc. 1 Selling Dealer Agreement to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units and you agree to comply with all statutes and other requirements applicable to you as a broker-dealer under those registrations.