Common use of Compliance with Rule Clause in Contracts

Compliance with Rule. 15c2-8 of the Securities Exchange Act of 1934, as amended. You hereby (i) represent that neither you nor any person associated with your firm solicited customers’ orders for Interests prior to the Effective Date; (ii) represent and agree to take all reasonable steps to make available a copy of the final Prospectus relating to the Interests to each person associated with your firm who is expected, after the Effective Date, to solicit customer orders for Interests prior to the making of any such solicitation by such associated persons; (iii) agree to take reasonable steps, as Dealer-Manager of this Offering, to furnish each Selling Dealer with sufficient copies, as requested by them, of the final Prospectus to enable them to comply with paragraphs (b), (c), (d) and (e) of Rule 15c2-8 of the Securities Exchange Act of 1934, as amended, and the prospectus delivery requirements of Section 5(b)(1) and (2) of the Act; and (iv) agree that neither you, nor any person associated with your firm, will furnish Prospectuses to any person in any State (e.g. in any State (A) listed as not cleared on the “Blue-Sky Survey” by counsel to the Partnership or the Dealer-Manager or (B) in which your firm or any person associated with your firm who solicits offers to buy or offers to sell Interests is not currently registered); provided, however, that this provision is not to be construed to relieve you from complying with the requirements of Section 5(b)(1) and (2) of the Act. You hereby acknowledge that Prospectuses shall not be furnished by you or any person associated with your firm to any prospective investor while the Registration Statement is subject to an examination, proceeding or stop order pursuant to Section 8 of the Act.

Compliance with Rule. 15c2-8 of the Securities Exchange Act of 1934, as amended. You hereby (ia) represent that neither you nor any person associated with your firm solicited customers’ orders for Interests prior to the Effective Date; (iib) represent and agree to take all reasonable steps to make available a copy of the final Prospectus relating to the Interests to each person associated with your firm who is expected, after the Effective Date, to solicit customer orders for Interests prior to the making of any such solicitation by such associated persons; (iiic) agree to take reasonable steps, as Dealer-Manager of this Offering, to furnish each Selling Dealer with sufficient copies, as requested by them, of the final Prospectus to enable them to comply with paragraphs (b), (c), (d) and (e) of Rule 15c2-8 of the Securities Exchange Act of 1934, as amended, and the prospectus delivery requirements of Section 5(b)(1) and (2) of the Act; and (ivd) agree that neither you, nor any person associated with your firm, will furnish Prospectuses to any person in any State (e.g. in any State (Ai) listed as not cleared on the “Blue-Sky Survey” by counsel to the Partnership or the Dealer-Manager or (Bii) in which your firm or any person associated with your firm who solicits offers to buy or offers to sell Interests is not currently registered); provided, however, that this provision is not to be construed to relieve you from complying with the requirements of Section 5(b)(1) and (2) 2 of the Act. You hereby acknowledge that Prospectuses shall not be furnished by you or any person associated with your firm to any prospective investor while the Registration Statement is subject to an examination, proceeding or stop order pursuant to Section 8 of the Act.

Compliance with Rule. 15c2-8 of the Securities Exchange Act of 1934, as amended. You hereby (ia) represent that neither you nor any person associated with your firm solicited customers’ orders for Interests prior to the Effective Date; (iib) represent and agree to take all reasonable steps to make available a copy of the applicable final Prospectus relating to the Interests to each person associated with your firm who is expected, after the Effective Date, to solicit customer orders for Interests prior to the making of any such solicitation by such associated persons; (iiic) agree to take reasonable steps, as Dealer-Manager of this Offering, to furnish each Selling Dealer with sufficient copies, as requested by them, of the applicable final Prospectus to enable them to comply with paragraphs (b), (c), (d) and (e) of Rule 15c2-8 of the Securities Exchange Act of 1934, as amended, and the prospectus delivery requirements of Section 5(b)(1) and (2) of the Act; and (ivd) agree that neither you, nor any person associated with your firm, will furnish Prospectuses to any person in any State (e.g. in any State (Ai) listed as not cleared on the “Blue-Sky Survey” by counsel to the Partnership partnerships or the Dealer-Manager or (Bii) in which your firm or any person associated with your firm who solicits offers to buy or offers to sell Interests is not currently registered); provided, however, that this provision is not to be construed to relieve you from complying with the requirements of Section 5(b)(1) and (2) 2 of the Act. You hereby acknowledge that Prospectuses shall not be furnished by you or any person associated with your firm to any prospective investor while the applicable Registration Statement is subject to an examination, proceeding or stop order pursuant to Section 8 of the Act.