Common use of Blue Sky Qualification Clause in Contracts

Blue Sky Qualification. (a) The Dealer Manager will inform Soliciting Dealer as to the jurisdictions in which the Dealer Manager has been advised by the Company that the Shares have been qualified for sale or are exempt under the respective securities or “blue sky” laws of such jurisdictions; provided, however, that the Dealer Manager has not assumed and will not assume any obligation or responsibility as to Soliciting Dealer's right or ability to act as a broker and/or dealer with respect to the Shares in any such jurisdiction. Soliciting Dealer agrees that it will not make any offers or sell any Shares except in states in which the Dealer Manager advises Soliciting Dealer that the Offering has been qualified or is exempt and in which Soliciting Dealer is legally qualified to make offers and further agrees to assure that each person to whom Soliciting Dealer sells Shares (at both the time of the initial purchase as well as at the time of any subsequent purchases) meets any special suitability standards which apply to sales in a particular jurisdiction, as described in the Blue Sky Survey and the Subscription Agreement. Neither the Dealer Manager nor the Company assume any obligation or responsibility in respect of the qualification of the Shares covered by the Prospectus under the laws of any jurisdiction or Soliciting Dealer's qualification to act as a broker and/or dealer with respect to the Shares in any jurisdiction. The Blue Sky Survey which has been or will be furnished to Soliciting Dealer indicates the jurisdictions in which it is believed that the offer and sale of Shares covered by the Prospectus is exempt from, or requires action under, the applicable blue sky or securities laws thereof, and what action, if any, has been taken with respect thereto.

Blue Sky Qualification. (a) The Dealer Manager will inform Soliciting Dealer as to the jurisdictions in which the Dealer Manager has been advised by the Company that the Shares have been qualified for sale or are exempt under the respective securities or “blue sky” laws of such jurisdictions; provided, however, that the Dealer Manager has not assumed and will not assume any obligation or responsibility as to Soliciting Dealer's ’s right or ability to act as a broker and/or dealer with respect to the Shares in any such jurisdiction. Soliciting Dealer agrees that it will not make any offers or sell any Shares except in states in which the Dealer Manager advises Soliciting Dealer that the Offering has been qualified or is exempt and in which Soliciting Dealer is legally qualified to make offers and further agrees to assure that each person to whom Soliciting Dealer sells Shares (at both the time of the initial purchase as well as at the time of any subsequent purchases) meets any special suitability standards which apply to sales in a particular jurisdiction, as described in the Blue Sky Survey and the Subscription Agreement. Neither the Dealer Manager nor the Company assume any obligation or responsibility in respect of the qualification of the Shares covered by the Prospectus under the laws of any jurisdiction or Soliciting Dealer's ’s qualification to act as a broker and/or dealer with respect to the Shares in any jurisdiction. The Blue Sky Survey which has been or will be furnished to Soliciting Dealer indicates the jurisdictions in which it is believed that the offer and sale of Shares covered by the Prospectus is exempt from, or requires action under, the applicable blue sky or securities laws thereof, and what action, if any, has been taken with respect thereto.

Blue Sky Qualification. (a) The Dealer Manager will inform Soliciting Dealer as to the jurisdictions in which the Dealer Manager has been advised by the Company that the Shares have been qualified for sale or are exempt under the respective securities or “blue sky” laws of such jurisdictions; provided, however, that the Dealer Manager has not assumed and will not assume any obligation or responsibility as to Soliciting Dealer's right or ability to act as a broker and/or dealer with respect to the Shares in any such jurisdiction. Soliciting Dealer agrees that it will not make any offers or sell any Shares except in states in which the Dealer Manager advises Soliciting Dealer that the Offering has been qualified or is exempt and in which Soliciting Dealer is legally qualified to make offers and further agrees to assure that each person to whom Soliciting Dealer sells Shares (at both the time of the initial purchase as well as at the time of any subsequent purchases) meets any special suitability standards which apply to sales in a particular jurisdiction, as described in the Blue Sky Survey and the Subscription Agreement. , Neither the Dealer Manager nor the Company assume any obligation or responsibility in respect of the qualification of the Shares covered by the Prospectus under the laws of any jurisdiction or Soliciting Dealer's qualification to act as a broker and/or dealer with respect to the Shares in any jurisdiction. The Blue Sky Survey which has been or will be furnished to Soliciting Dealer indicates the jurisdictions in which it is believed that the offer and sale of Shares covered by the Prospectus is exempt from, or requires action under, the applicable blue sky or securities laws thereof, and what action, if any, has been taken with respect thereto.

Blue Sky Qualification. (a) The Dealer Manager will inform Soliciting Dealer as to the jurisdictions in which the Dealer Manager has been advised by the Company that the Shares have been qualified for sale or are exempt under the respective securities or “blue sky” laws of such jurisdictions; provided, however, that but the Dealer Manager has not assumed and will not assume any obligation or responsibility as to Soliciting Dealer's ’s right or ability to act as a broker and/or dealer with respect to the Shares in any such jurisdiction. Soliciting Dealer agrees that it Soliciting Dealer will not make any offers or sell any Shares except in states in which the Dealer Manager advises may advise Soliciting Dealer that the Offering has been qualified or is exempt and in which Soliciting Dealer is legally qualified to make offers and further agrees to assure that each person to whom Soliciting Dealer sells Shares (at both the time of the initial purchase as well as at the time of any subsequent purchases) meets any special suitability standards which apply to sales in a particular jurisdiction, as described in the Blue Sky Survey and the Subscription Agreement. Neither the Dealer Manager nor the Company assume any obligation or responsibility in respect of the qualification of the Shares covered by the Prospectus under the laws of any jurisdiction or Soliciting Dealer's ’s qualification to act as a broker and/or dealer with respect to the Shares in any jurisdiction. The Blue Sky Survey which has been or will be furnished to Soliciting Dealer indicates the jurisdictions in which it is believed that the offer and sale of Shares covered by the Prospectus is exempt from, or requires action under, the applicable blue sky or securities laws thereof, and what action, if any, has been taken with respect thereto.

Blue Sky Qualification. (a) The Dealer Manager will inform Soliciting the Dealer as to the jurisdictions in which the Dealer Manager has been advised by the Company that the Shares have been qualified for sale or are exempt under the respective securities or “blue sky” laws of such jurisdictions; provided, however, that but the Dealer Manager has not assumed and will not assume any obligation or responsibility as to Soliciting the Dealer's ’s right or ability to act as a broker and/or dealer with respect to the Shares in any such jurisdiction. Soliciting The Dealer agrees that it the Dealer will not make any offers or sell any Shares except in states in which the Dealer Manager advises Soliciting may advise the Dealer that the Offering has been qualified or is exempt and in which Soliciting the Dealer is legally qualified to make offers and further agrees to assure that each person to whom Soliciting the Dealer sells Shares (at both the time of the initial purchase as well as at the time of any subsequent purchases) meets any special suitability standards which apply to sales in a particular jurisdiction, as described in the Blue Sky Survey (as defined below) and the Subscription Agreementsubscription agreement. Neither the Dealer Manager nor the Company assume any obligation or responsibility in respect of to the qualification of the Shares covered by the Prospectus under the laws of any jurisdiction or Soliciting Dealer's ’s qualification to act as a broker and/or dealer with respect to the Shares in any jurisdiction. The Blue Sky Survey blue sky survey which has been or will be furnished to Soliciting the Dealer indicates the jurisdictions in which it is believed that the offer and sale of Shares covered by the Prospectus is exempt fromexempt, or requires action under, the applicable blue sky or securities laws thereof, and what action, if any, has been taken with respect theretothereto (the “Blue Sky Survey”). It is understood and agreed that under no circumstances will the Dealer, as a Dealer, engage in any activities hereunder in any jurisdiction in which the Dealer may not lawfully so engage or in any activities in any jurisdiction with respect to the Shares in which the Dealer may lawfully so engage unless the Dealer has complied with the provisions hereof.

Blue Sky Qualification. (a) The Dealer Manager will inform Soliciting Dealer as to the jurisdictions in which the Dealer Manager has been advised by the Company Trust that the Shares have been qualified for sale or are exempt under the respective securities or “blue sky” laws of such jurisdictions; provided, however, that but the Dealer Manager has not assumed and will not assume any obligation or responsibility as to Soliciting Dealer's ’s right or ability to act as a broker and/or dealer with respect to the Shares in any such jurisdiction. Soliciting Dealer agrees that it Soliciting Dealer will not make any offers or sell any Shares except in states in which the Dealer Manager advises may advise Soliciting Dealer that the Offering has been qualified or is exempt and in which Soliciting Dealer is legally qualified to make offers and further agrees to assure that each person to whom Soliciting Dealer sells Shares (at both the time of the initial purchase as well as at the time of any subsequent purchases) meets any special suitability standards which apply to sales in a particular jurisdiction, as described in the Blue Sky Survey and the Subscription Agreement. Neither the Dealer Manager nor the Company Trust assume any obligation or responsibility in respect of the qualification of the Shares covered by the Prospectus under the laws of any jurisdiction or Soliciting Dealer's ’s qualification to act as a broker and/or dealer with respect to the Shares in any jurisdiction. The Blue Sky Survey which has been or will be furnished to Soliciting Dealer indicates the jurisdictions in which it is believed that the offer and sale of Shares covered by the Prospectus is exempt from, or requires action under, the applicable blue sky or securities laws thereof, and what action, if any, has been taken with respect thereto.

Blue Sky Qualification. (a) The Dealer Manager will inform Soliciting Selected Dealer as to the jurisdictions in which the Dealer Manager has been advised by the Company that the Shares have been qualified for sale or are exempt under the respective securities or “blue sky” laws of such jurisdictions; provided, however, that but the Dealer Manager has not assumed and will not assume any obligation or responsibility as to Soliciting Selected Dealer's ’s right or ability to act as a broker and/or or dealer with respect to the Shares in any such jurisdiction. Soliciting Selected Dealer agrees that it Selected Dealer will not make any offers or sell any Shares except in states in which the Dealer Manager advises Soliciting may advise Selected Dealer that the Offering has been qualified or is exempt and in which Soliciting Selected Dealer is legally qualified to make offers and further agrees to assure that each person to whom Soliciting Selected Dealer sells Shares (at both the time of the initial purchase as well as at the time of any subsequent purchases) meets any special suitability standards which apply to sales in a particular jurisdiction, as described in the Blue Sky Survey and the Subscription Agreement. Neither the Dealer Manager nor the Company assume any obligation or responsibility in respect of the qualification of the Shares covered by the Prospectus under the laws of any jurisdiction or Soliciting Selected Dealer's ’s qualification to act as a broker and/or dealer with respect to the Shares in any jurisdiction. The Blue Sky Survey which has been or will be furnished to Soliciting Selected Dealer indicates the jurisdictions in which it is believed that the offer and sale of Shares covered by the Prospectus is exempt from, or requires action under, the applicable blue sky or securities laws thereof, and what action, if any, has been taken with respect thereto.

Blue Sky Qualification. (a) The Dealer Manager will inform Soliciting Selected Dealer as to the jurisdictions in which the Dealer Manager has been advised by the Company that the Offered Shares have been qualified for sale or are exempt under the respective securities or “blue sky” laws of such jurisdictions; provided, however, that but the Dealer Manager has not assumed and will not assume any obligation or responsibility as to Soliciting Selected Dealer's ’s right or ability to act as a broker and/or dealer with respect to the Offered Shares in any such jurisdiction. Soliciting Selected Dealer agrees that it Selected Dealer will not make any offers or sell any Offered Shares except in states in which States that the Dealer Manager advises Soliciting may advise Selected Dealer that the Offering has Offered Shares have been qualified or is are exempt and in which Soliciting Selected Dealer is legally qualified to make offers and further agrees to assure that each person to whom Soliciting Selected Dealer sells Offered Shares (at both the time of the initial purchase as well as at the time of any subsequent purchases) meets any special suitability standards which that apply to sales in a particular jurisdiction, as described in the Blue Sky Survey and the Subscription Agreement. Neither the Dealer Manager nor the Company assume any obligation or responsibility in respect of the qualification of the Offered Shares covered by the Prospectus under the laws of any jurisdiction or Soliciting Selected Dealer's ’s qualification to act as a broker and/or dealer with respect to the Offered Shares in any jurisdiction. The Blue Sky Survey which that has been or will be furnished to Soliciting Selected Dealer indicates the jurisdictions in which it is believed that the offer and sale of Offered Shares covered by the Prospectus is exempt from, or requires action under, the applicable blue sky or securities laws thereof, and what action, if any, has been taken with respect thereto.

Blue Sky Qualification. (a) The Dealer Manager will inform Soliciting Dealer as to the jurisdictions in which the Dealer Manager has been advised by the Company that the Shares have been qualified for sale or are exempt under the respective securities or “blue sky” laws of such jurisdictions; providedprovided , howeverhowever , that the Dealer Manager has not assumed and will not assume any obligation or responsibility as to Soliciting Dealer's ’s right or ability to act as a broker and/or dealer with respect to the Shares in any such jurisdiction. Soliciting Dealer agrees that it will not make any offers or sell any Shares except in states in which the Dealer Manager advises Soliciting Dealer that the Offering has been qualified or is exempt and in which Soliciting Dealer is legally qualified to make offers and further agrees to assure that each person to whom Soliciting Dealer sells Shares (at both the time of the initial purchase as well as at the time of any subsequent purchases) meets any special suitability standards which apply to sales in a particular jurisdiction, as described in the Blue Sky Survey and the Subscription Agreement. Neither the Dealer Manager nor the Company assume any obligation or responsibility in respect of the qualification of the Shares covered by the Prospectus under the laws of any jurisdiction or Soliciting Dealer's ’s qualification to act as a broker and/or dealer with respect to the Shares in any jurisdiction. The Blue Sky Survey which has been or will be furnished to Soliciting Dealer indicates the jurisdictions in which it is believed that the offer and sale of Shares covered by the Prospectus is exempt from, or requires action under, the applicable blue sky or securities laws thereof, and what action, if any, has been taken with respect thereto.

Blue Sky Qualification. (a) The Dealer Manager will inform Soliciting Dealer as to the jurisdictions in which the Dealer Manager has been advised by the Company that the Shares have been qualified for sale or are exempt under the respective securities or “blue sky” laws of such jurisdictions; provided, however, that but the Dealer Manager has not assumed and will not assume any obligation or responsibility as to Soliciting Dealer's ’s right or ability to act as a broker and/or dealer with respect to the Shares in any such jurisdiction. Soliciting Dealer agrees that it Soliciting Dealer will not make any offers or sell any Shares except in states in which the Dealer Manager advises may advise Soliciting Dealer that the Offering has been qualified or is exempt and in which Soliciting Dealer is legally qualified to make offers and further agrees to assure that each person to whom Soliciting Dealer sells Shares (at both the time of the initial purchase as well as at the time of any subsequent purchases) meets any special suitability standards which apply to sales in a particular jurisdiction, as described in the Blue Sky Survey and the Subscription Agreement. Neither the Dealer Manager nor the Company assume any obligation or responsibility in respect of the qualification of the Shares covered by the Prospectus under the laws of any jurisdiction or Soliciting Dealer's ’s qualification to act as a broker and/or dealer with respect to the Shares in any jurisdiction. The Blue Sky Survey which has been or will be furnished to Soliciting Dealer indicates the jurisdictions in which it is believed that the offer and sale of Shares covered by the Prospectus is exempt from, or requires action under, the applicable blue sky or securities laws thereof, and what action, if any, has been taken with respect thereto.

Blue Sky Qualification. (a) The Dealer Manager will inform Soliciting Selected Dealer as to the jurisdictions in which the Dealer Manager has been advised by the Company that the Offered Shares have been qualified for sale or are exempt under the respective securities or “blue sky” laws of such jurisdictions; provided, however, that but the Dealer Manager has not assumed and will not assume any obligation or responsibility as to Soliciting Selected Dealer's ’s right or ability to act as a broker and/or dealer with respect to the Offered Shares in any such jurisdiction. Soliciting Selected Dealer agrees that it Selected Dealer will not make any offers or sell any Offered Shares except in states in which States that the Dealer Manager advises Soliciting may advise Selected Dealer that the Offering has Offered Shares have been qualified or is are exempt and in which Soliciting Selected Dealer is legally qualified to make offers and further agrees to assure that each person to whom Soliciting Selected Dealer sells Offered Shares (at both the time of the initial purchase as well as at the time of any subsequent purchases) meets any special suitability standards which that apply to sales in a particular jurisdiction, as described in the Blue Sky Survey Survey, the Prospectus and the Subscription Agreement. Neither the Dealer Manager nor the Company assume any obligation or responsibility in respect of the qualification of the Offered Shares covered by the Prospectus under the laws of any jurisdiction or Soliciting Selected Dealer's ’s qualification to act as a broker and/or dealer with respect to the Offered Shares in any jurisdiction. The Blue Sky Survey which that has been or will be furnished to Soliciting Selected Dealer indicates the jurisdictions in which it is believed that the offer and sale of Offered Shares covered by the Prospectus is exempt from, or requires action under, the applicable blue sky or securities laws thereof, and what action, if any, has been taken with respect thereto.

Blue Sky Qualification. (a) The Dealer Manager will inform Soliciting Dealer as to the jurisdictions in which the Dealer Manager has been advised by the Company that the Shares have been qualified registered for sale in accordance with, or are exempt under from registration under, the respective securities or “blue sky” laws of such jurisdictions; provided, however, that but the Dealer Manager has not assumed and will not assume any obligation or responsibility as to Soliciting Dealer's ’s right or ability to act as a broker and/or dealer with respect to the Shares in any such jurisdiction. Soliciting Dealer agrees that it Soliciting Dealer will not make any offers or sell any Shares except in states jurisdictions in which the Dealer Manager advises may advise Soliciting Dealer that the Offering has been qualified or is exempt and in which Soliciting Dealer is legally qualified to make offers and further agrees to assure that each person to whom Soliciting Dealer sells Shares (at both the time of the initial purchase as well as at the time of any subsequent purchases) meets any special suitability standards which apply to sales in a particular jurisdiction, as described in the Blue Sky Survey and the Subscription Agreement. Neither the Dealer Manager nor the Company assume any obligation or responsibility in respect of the qualification of the Shares covered by the Prospectus under the laws of any jurisdiction or Soliciting Dealer's ’s qualification to act as a broker and/or dealer with respect to the Shares in any jurisdiction. The Blue Sky Survey which has been or will be furnished to Soliciting Dealer indicates the jurisdictions in which it is believed that the offer and sale of Shares covered by the Prospectus is exempt from, or requires action under, the applicable blue sky or securities laws thereof, and what action, if any, has been taken with respect thereto.

Blue Sky Qualification. (a) The Dealer Manager will inform Soliciting Dealer as to the jurisdictions in which the Dealer Manager has been advised by the Company that the Shares have been qualified for sale or are exempt under the respective securities or “blue sky” laws of such jurisdictions; provided, however, that but the Dealer Manager has not assumed and will not assume any obligation or responsibility as to Soliciting Dealer's ’s right or ability to act as a broker and/or dealer with respect to the Shares in any such jurisdiction. Soliciting Dealer agrees that it Soliciting Dealer will not make any offers or sell any Shares except in states jurisdictions in which the Dealer Manager advises may advise Soliciting Dealer that the Offering has been qualified or is exempt and in which Soliciting Dealer is legally qualified to make offers and further agrees to assure that each person to whom Soliciting Dealer sells Shares (at both the time of the initial purchase as well as at the time of any subsequent purchases) meets any special suitability standards which apply to sales in a particular jurisdiction, as described in the Blue Sky Survey and the Subscription Agreement. Neither the Dealer Manager nor the Company assume any obligation or responsibility in respect of the qualification of the Shares covered by the Prospectus under the laws of any jurisdiction or Soliciting Dealer's ’s qualification to act as a broker and/or dealer with respect to the Shares in any jurisdiction. The Blue Sky Survey which has been or will be furnished to Soliciting Dealer indicates the jurisdictions in which it is believed that the offer and sale of Shares covered by the Prospectus is exempt from, or requires action under, the applicable blue sky or securities laws thereof, and what action, if any, has been taken with respect thereto.

Blue Sky Qualification. (a) The Dealer Manager will inform Soliciting Dealer as to the jurisdictions in which the Dealer Manager has been advised by the Company Partnership that the Shares Units have been qualified for sale or are exempt under the respective securities or “blue sky” laws of such jurisdictions; provided, however, that the Dealer Manager has not assumed and will not assume any obligation or responsibility as to Soliciting Dealer's ’s right or ability to act as a broker and/or dealer with respect to the Shares Units in any such jurisdiction. Soliciting Dealer agrees that it will not make any offers or sell any Shares Units except in states jurisdictions in which the Dealer Manager advises Soliciting Dealer that the Offering has been qualified or is exempt and in which Soliciting Dealer is legally qualified to make offers and further agrees to assure that each person to whom Soliciting Dealer sells Shares Units (at both the time of the initial purchase as well as at the time of any subsequent purchases) meets any special suitability standards which apply to sales in a particular jurisdiction, as described in the Blue Sky Survey and the Subscription Agreement. Neither the Dealer Manager nor the Company Partnership assume any obligation or responsibility in respect of the qualification of the Shares Units covered by the Prospectus under the laws of any jurisdiction or Soliciting Dealer's ’s qualification to act as a broker and/or dealer with respect to the Shares Units in any jurisdiction. The Blue Sky Survey which has been or will be furnished to Soliciting Dealer indicates the jurisdictions in which it is believed that the offer and sale of Shares Units covered by the Prospectus is exempt from, or requires action under, the applicable blue sky or securities laws thereof, and what action, if any, has been taken with respect thereto.

Blue Sky Qualification. (a) The Dealer Manager will inform the Soliciting Dealer as to the jurisdictions in which the Dealer Manager has been advised by the Company that the Shares Units have been qualified for sale or are exempt under the respective securities or “blue sky” laws of such jurisdictions; provided, however, that but the Dealer Manager has not assumed and will not assume any obligation or responsibility as to the Soliciting Dealer's ’s right or ability to act as a broker and/or dealer with respect to the Shares Units in any such jurisdiction. The Soliciting Dealer agrees that it the Soliciting Dealer will not make any offers or sell any Shares Units except in states in which the Dealer Manager advises may advise the Soliciting Dealer that the Offering has been qualified or is exempt and in which the Soliciting Dealer is legally qualified to make offers and further agrees to assure that each person to whom the Soliciting Dealer sells Shares Units (at both the time of the initial purchase as well as at the time of any subsequent purchases) meets any special suitability standards which apply to sales in a particular jurisdiction, as described in the Blue Sky Survey and the Subscription Agreement. Neither the Dealer Manager nor the Company assume any obligation or responsibility in respect of the qualification of the Shares Units covered by the Prospectus under the laws of any jurisdiction or the Soliciting Dealer's ’s qualification to act as a broker and/or dealer with respect to the Shares Units in any jurisdiction. The Blue Sky Survey which has been or will be furnished to the Soliciting Dealer indicates the jurisdictions in which it is believed that the offer and sale of Shares Units covered by the Prospectus is exempt from, or requires action under, the applicable blue sky or securities laws thereof, and what action, if any, has been taken with respect thereto.

Blue Sky Qualification. (a) The Dealer Manager will inform the Soliciting Dealer as to the jurisdictions in which the Dealer Manager has been advised by the Company that the Shares have been qualified for sale or are exempt under the respective securities or “blue sky” laws of such jurisdictions; provided, however, that but the Dealer Manager has not assumed and will not assume any obligation or responsibility as to the Soliciting Dealer's ’s right or ability to act as a broker and/or dealer with respect to the Shares in any such jurisdiction. The Soliciting Dealer agrees that it the Soliciting Dealer will not make any offers or sell any Shares except in states in which the Dealer Manager advises may advise the Soliciting Dealer that the Offering has been qualified or is exempt and in which the Soliciting Dealer is legally qualified to make offers and further agrees to assure that each person to whom the Soliciting Dealer sells Shares (at both the time of the initial purchase as well as at the time of any subsequent purchases) meets any special suitability standards which apply to sales in a particular jurisdiction, as described in the Blue Sky Survey and the Subscription Agreement. Neither the Dealer Manager nor the Company assume any obligation or responsibility in respect of the qualification of the Shares covered by the Prospectus under the laws of any jurisdiction or the Soliciting Dealer's ’s qualification to act as a broker and/or dealer with respect to the Shares in any jurisdiction. The Blue Sky Survey which has been or will be furnished to the Soliciting Dealer indicates the jurisdictions in which it is believed that the offer and sale of Shares covered by the Prospectus is exempt from, or requires action under, the applicable blue sky or securities laws thereof, and what action, if any, has been taken with respect thereto.

Blue Sky Qualification. (a) The Dealer Manager will inform Soliciting Participating Dealer as to the jurisdictions in which the Dealer Manager has been advised by the Company that the Shares have been qualified registered for sale in accordance with, or are exempt under from registration under, the respective securities or “blue sky” laws of such jurisdictions; provided, however, that but the Dealer Manager has not assumed and will not assume any obligation or responsibility as to Soliciting Participating Dealer's ’s right or ability to act as a broker and/or dealer with respect to the Shares in any such jurisdiction. Soliciting Participating Dealer agrees that it Participating Dealer will not make any offers or sell any Shares except in states jurisdictions in which the Dealer Manager advises Soliciting may advise Participating Dealer that the Offering has been qualified or is exempt and in which Soliciting Participating Dealer is legally qualified to make offers and further agrees to assure that each person to whom Soliciting Participating Dealer sells Shares (at both the time of the initial purchase as well as at the time of any subsequent purchases) meets any special suitability standards which apply to sales in a particular jurisdiction, as described in the Blue Sky Survey and the Subscription Agreement. Neither the Dealer Manager nor the Company assume any obligation or responsibility in respect of the qualification of the Shares covered by the Prospectus under the laws of any jurisdiction or Soliciting Participating Dealer's ’s qualification to act as a broker and/or dealer with respect to the Shares in any jurisdiction. The Blue Sky Survey which has been or will be furnished to Soliciting Participating Dealer indicates the jurisdictions in which it is believed that the offer and sale of Shares covered by the Prospectus is exempt from, or requires action under, the applicable blue sky or securities laws thereof, and what action, if any, has been taken with respect thereto.

Blue Sky Qualification. (a) The Dealer Manager will inform Soliciting Dealer as to the jurisdictions in which the Dealer Manager has been advised by the Company that the Shares Units have been qualified for sale or are exempt under the respective securities or “blue sky” laws of such jurisdictions; provided, however, that the Dealer Manager has not assumed and will not assume any obligation or responsibility as to Soliciting Dealer's right or ability to act as a broker and/or dealer with respect to the Shares Units in any such jurisdiction. Soliciting Dealer agrees that it will not make any offers or sell any Shares Units except in states in which the Dealer Manager advises Soliciting Dealer that the Offering has been qualified or is exempt and in which Soliciting Dealer is legally qualified to make offers and further agrees to assure that each person to whom Soliciting Dealer sells Shares Units (at both the time of the initial purchase as well as at the time of any subsequent purchases) meets any special suitability standards which apply to sales in a particular jurisdiction, as described in the Blue Sky Survey and the Subscription Agreement. Neither the Dealer Manager nor the Company assume any obligation or responsibility in respect of the qualification of the Shares Units covered by the Prospectus under the laws of any jurisdiction or Soliciting Dealer's qualification to act as a broker and/or dealer with respect to the Shares Units in any jurisdiction. The Blue Sky Survey which has been or will be furnished to Soliciting Dealer indicates the jurisdictions in which it is believed that the offer and sale of Shares Units covered by the Prospectus is exempt from, or requires action under, the applicable blue sky or securities laws thereof, and what action, if any, has been taken with respect thereto.

Blue Sky Qualification. (a) The Dealer Manager will inform Soliciting Participating Dealer as to the jurisdictions in which the Dealer Manager has been advised by the Company that the Shares have been qualified registered for sale in accordance with, or are exempt under from registration under, the respective securities or “blue sky” laws of such jurisdictions; provided, however, that but the Dealer Manager has not assumed and will not assume any obligation or responsibility as to Soliciting Participating Dealer's ’s right or ability to act as a broker and/or dealer with respect to the Shares in any such jurisdiction. Soliciting Participating Dealer agrees that it Participating Dealer will not make any offers or sell any Shares except in states jurisdictions in which the Dealer Manager advises Soliciting may advise Participating Dealer that the Offering has been qualified or is exempt and in which Soliciting Participating Dealer is legally qualified to make offers and further agrees to assure that each person to whom Soliciting Participating Dealer sells Shares (at both the time of the initial purchase as well as at the time of any subsequent purchases) meets any special suitability standards which apply to sales in a particular jurisdiction, as described in the Blue Sky Survey and Survey, the Prospectus or the Subscription Agreement. Neither the Dealer Manager nor the Company assume any obligation or responsibility in respect of the qualification of the Shares covered by the Prospectus under the laws of any jurisdiction or Soliciting Participating Dealer's ’s qualification to act as a broker and/or dealer with respect to the Shares in any jurisdiction. The Blue Sky Survey which has been or will be furnished to Soliciting Participating Dealer indicates the jurisdictions in which it is believed that the offer and sale of Shares covered by the Prospectus is exempt from, or requires action under, the applicable blue sky or securities laws thereof, and what action, if any, has been taken with respect thereto.