Common use of Limitations of Offer and Suitability Clause in Contracts

Limitations of Offer and Suitability. Dealer will offer Shares only to persons who meet the suitability standards set forth in the Offering Circular or in any suitability letter or memorandum sent to it by the Company or the Sales Agent and will only make offers to persons in the states in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, Dealer will comply with the provisions of the applicable FINRA Rules, as well as all other applicable rules and regulations relating to suitability of Investors. Nothing contained in this Selling Agreement shall be construed to impose upon the Company or the Sales Agent the responsibility of assuring that prospective Investors meet the suitability standards set forth in the Offering Circular, or to relieve Dealer from the responsibility of assuring that prospective Investors meet the suitability standards in accordance with the terms and provisions of the Offering Circular. Dealer further represents, warrants and covenants that no Dealer, or person associated with Dealer, shall offer or sell Shares in any jurisdiction except to Investors, who satisfy the Investor suitability standards and minimum investment requirements under the most restrictive of the following: (1) applicable provisions of the Offering Circular; (2) the laws of the jurisdiction of which such Investor is a resident; or (3) applicable FINRA Rules including FINRA Rule 5110. Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares to an Investor, each Dealer, or person associated with Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the Investor (and thereafter maintained in the manner and for the period provided in such Rules) concerning his financial status, tax status, investment objectives and any other information known to Dealer, or person associated with Dealer, that: (A) the Investor is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Offering Circular; (B) the Investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Shares in the amount proposed, including loss, and lack of liquidity of such investment; (C) that the Investor has an apparent understanding of the fundamental risks of an investment in Shares, the lack of liquidity of the Shares, the background and qualifications of the Company and its affiliates, and the tax consequences of an investment in the Shares; and (D) an investment in Shares is otherwise suitable for such Investor. Dealer further represents, warrants and covenants that Dealer, or a person associated with Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed Investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Dealer agrees to retain such documents and records in Dealer’s records for a period of six years from the date of the applicable sale of Shares and to make such documents and records available to (i) the Sales Agent and the Company upon request, and (ii) to representatives of the SEC, FINRA and applicable state securities administrators upon your firm’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Dealer shall not purchase any Shares for a discretionary account without obtaining the prior written approval of Dealer’s customer and his or her signature on an eligibility certification.

Limitations of Offer and Suitability. Dealer will offer Shares Bonds only to persons who meet the suitability standards set forth in the Offering Circular or in any suitability letter or memorandum sent to it by the Company or the Sales Agent and will only make offers to persons in the states in which it is advised in writing that the Shares are qualified for sale or that such qualification is not requiredManaging Broker-Dealer. In offering SharesBonds, Dealer will comply with the provisions of the applicable FINRA Rules, as well as all other applicable rules and regulations relating to suitability of Investorsinvestors. Nothing contained in this Selling Participating Dealer Agreement shall be construed to impose upon the Company or the Sales Agent Managing Broker-Dealer the responsibility of assuring that prospective Investors investors meet the suitability standards set forth in the Offering Circular, or to relieve Dealer from the responsibility of assuring that prospective Investors investors meet the suitability standards in accordance with the terms and provisions of the Offering Circular. Dealer further represents, warrants and covenants that no Dealer, or person associated with Dealer, shall offer or sell Shares Bonds in any jurisdiction except to Investors, investors who satisfy the Investor investor suitability standards and minimum investment requirements under the most restrictive of the following: (1) applicable provisions of the Offering Circular; Circular;or (2) the laws of the jurisdiction of which such Investor is a resident; or (3) applicable FINRA Rules including FINRA Rule 51102111. Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares Bonds to an Investorinvestor, each Dealer, or person associated with Dealer, shall have reasonable grounds (as required by FINRA Rule 2111) to believe, on the basis of information obtained from the Investor investor (and thereafter maintained in the manner and for the period provided in such FINRA Rules) concerning his financial status, tax status, investment objectives and any other information known to Dealer, or person associated with Dealer, that: (A) the Investor investor is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Offering Circular, including the tax benefits to the extent they are a significant aspect of the Company; (B) the Investor investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Shares Bonds in the amount proposed, including loss, and lack of liquidity of such investment; (C) that the Investor investor has an apparent understanding of the fundamental risks of an investment in SharesBonds, the lack of liquidity of the SharesBonds, the background and qualifications of the sponsor, the advisor to the Company and its their affiliates, and the tax consequences of an investment in the SharesBonds; and (D) an investment in Shares Bonds is otherwise suitable for such Investorinvestor. Dealer further represents, warrants and covenants that Dealer, or a person associated with Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares Bonds of each proposed Investor investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares Bonds pursuant to a subscription solicited by Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Dealer agrees to retain such documents and records in Dealer’s records for a period of six years from the date of the applicable sale of Shares Bonds and to make such documents and records available to (i) the Sales Agent Managing Broker-Dealer and the Company upon request, and (ii) to representatives of the SEC, and FINRA and applicable state securities administrators upon your firm’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Dealer shall not purchase any Shares Bonds for a discretionary account without obtaining the prior written approval of Dealer’s customer and his or her signature on an eligibility certificationa Subscription Agreement.

Limitations of Offer and Suitability. Dealer will offer Shares Bonds only to persons who meet the suitability standards set forth in the Offering Circular or in any suitability letter or memorandum sent to it by the Company or the Sales Agent and will only make offers to persons in the states in which it is advised in writing that the Shares are qualified for sale or that such qualification is not requiredManaging Broker-Dealer. In offering SharesBonds, Dealer will comply with the provisions of the applicable FINRA Rules, as well as all other applicable rules and regulations relating to suitability of Investorsinvestors. Nothing contained in this Selling Participating Dealer Agreement shall be construed to impose upon the Company or the Sales Agent Managing Broker-Dealer the responsibility of assuring that prospective Investors investors meet the suitability standards set forth in the Offering Circular, or to relieve Dealer from the responsibility of assuring that prospective Investors investors meet the suitability standards in accordance with the terms and provisions of the Offering Circular. Dealer further represents, warrants and covenants that no Dealer, or person associated with Dealer, shall offer or sell Shares Bonds in any jurisdiction except to Investors, investors who satisfy the Investor investor suitability standards and minimum investment requirements under the most restrictive of the following: (1) applicable provisions of the Offering Circular; or (2) the laws of the jurisdiction of which such Investor is a resident; or (3) applicable FINRA Rules including FINRA Rule 51102111. Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares Bonds to an Investorinvestor, each Dealer, or person associated with Dealer, shall have reasonable grounds (as required by FINRA Rule 2111) to believe, on the basis of information obtained from the Investor investor (and thereafter maintained in the manner and for the period provided in such FINRA Rules) concerning his financial status, tax status, investment objectives and any other information known to Dealer, or person associated with Dealer, that: (A) the Investor investor is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Offering Circular, including the tax benefits to the extent they are a significant aspect of the Company; (B) the Investor investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Shares Bonds in the amount proposed, including loss, and lack of liquidity of such investment; (C) that the Investor investor has an apparent understanding of the fundamental risks of an investment in SharesBonds, the lack of liquidity of the SharesBonds, the background and qualifications of the sponsor, the advisor to the Company and its their affiliates, and the tax consequences of an investment in the SharesBonds; and (D) an investment in Shares Bonds is otherwise suitable for such Investorinvestor. Dealer further represents, warrants and covenants that Dealer, or a person associated with Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares Bonds of each proposed Investor investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares Bonds pursuant to a subscription solicited by Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Dealer agrees to retain such documents and records in Dealer’s records for a period of six years from the date of the applicable sale of Shares Bonds and to make such documents and records available to (i) the Sales Agent Managing Broker-Dealer and the Company upon request, and (ii) to representatives of the SEC, and FINRA and applicable state securities administrators upon your firm’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Dealer shall not purchase any Shares Bonds for a discretionary account without obtaining the prior written approval of Dealer’s customer and his or her signature on an eligibility certificationa Subscription Agreement.

Limitations of Offer and Suitability. Dealer will offer Shares Units only to persons who meet the suitability standards set forth in the Offering Circular or in any suitability letter or memorandum sent to it by the Company or the Sales Agent and will only make offers to persons in the states in which it is advised in writing that the Shares Units are qualified for sale or that such qualification is not required. In offering SharesUnits, Dealer will comply with the provisions of the applicable FINRA Rules, as well as all other applicable rules and regulations relating to suitability of Investors. Nothing contained in this Selling Agreement shall be construed to impose upon the Company or the Sales Agent the responsibility of assuring that prospective Investors meet the suitability standards set forth in the Offering Circular, or to relieve Dealer from the responsibility of assuring that prospective Investors meet the suitability standards in accordance with the terms and provisions of the Offering Circular. Dealer further represents, warrants and covenants that no Dealer, or person associated with Dealer, shall offer or sell Shares Units in any jurisdiction except to Investors, Investors who satisfy the Investor suitability standards and minimum investment requirements under the most restrictive of the following: (1) applicable provisions of the Offering Circular; (2) the laws of the jurisdiction of which such Investor is a resident; or (3) applicable FINRA Rules including FINRA Rule 5110. Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares Units to an Investor, each Dealer, or person associated with Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the Investor (and thereafter maintained in the manner and for the period provided in such Rules) concerning his financial status, tax status, investment objectives and any other information known to Dealer, or person associated with Dealer, that: (A) the Investor is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Offering Circular; (B) the Investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Shares Units in the amount proposed, including loss, and lack of liquidity of such investment; (C) that the Investor has an apparent understanding of the fundamental risks of an investment in SharesUnits, the lack of liquidity of the SharesUnits, the background and qualifications of the Company and its affiliates, and the tax consequences of an investment in the SharesUnits; and (D) an investment in Shares Units is otherwise suitable for such Investor. Dealer further represents, warrants and covenants that Dealer, or a person associated with Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares Units of each proposed Investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares Units pursuant to a subscription solicited by Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Dealer agrees to retain such documents and records in Dealer’s records for a period of six years from the date of the applicable sale of Shares Units and to make such documents and records available to (i) the Sales Agent and the Company upon request, and (ii) to representatives of the SEC, FINRA and applicable state securities administrators upon your firm’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Dealer shall not purchase any Shares Units for a discretionary account without obtaining the prior written approval of Dealer’s customer and his or her signature on an eligibility certification.

Limitations of Offer and Suitability. Dealer will offer Shares Bonds only to persons who meet the suitability standards set forth in the Offering Circular or in any suitability letter or memorandum sent to it by the Company or the Sales Agent and will only make offers to persons in the states in which it is advised in writing that the Shares are qualified for sale or that such qualification is not requiredManaging Broker-Dealer. In offering SharesBonds, Dealer will comply with the provisions of the applicable FINRA Rules, as well as all other applicable rules and regulations relating to suitability of Investorsinvestors. Nothing contained in this Selling Participating Dealer Agreement shall be construed to impose upon the Company or the Sales Agent Managing Broker-Dealer the responsibility of assuring that prospective Investors investors meet the suitability standards set forth in the Offering Circular, or to relieve Dealer from the responsibility of assuring that prospective Investors investors meet the suitability standards in accordance with the terms and provisions of the Offering Circular. Dealer further represents, warrants and covenants that no Dealer, or person associated with Dealer, shall offer or sell Shares Bonds in any jurisdiction except to Investors, investors who satisfy the Investor investor suitability standards and minimum investment requirements under the most restrictive of the following: (1) applicable provisions of the Offering Circular; or (2) the laws of the jurisdiction of which such Investor is a resident; or (3) applicable FINRA Rules including FINRA Rule 51102111. Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares Bonds to an Investorinvestor, each Dealer, or person associated with Dealer, shall have reasonable grounds (as required by FINRA Rule 2111) to believe, on the basis of information obtained from the Investor investor (and thereafter maintained in the manner and for the period provided in such FINRA Rules) concerning his financial status, tax status, investment objectives and any other information known to Dealer, or person associated with Dealer, that: (A) the Investor investor is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Offering Circular, including the tax benefits to the extent they are a significant aspect of the Company; (B) the Investor investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Shares Bonds in the amount proposed, including loss, and lack of liquidity of such investment; (C) that the Investor investor has an apparent understanding of the fundamental risks of an investment in SharesBonds, the lack of liquidity of the SharesBonds, the background and qualifications of the sponsor, the advisor to the Company and its their affiliates, and the tax consequences of an investment in the SharesBonds; and (D) an investment in Shares Bonds is otherwise suitable for such Investorinvestor. Dealer further represents, warrants and covenants that Dealer, or a person associated with Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares Bonds of each proposed Investor investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares Bonds pursuant to a subscription solicited by Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Dealer agrees to retain such documents and records in Dealer’s 's records for a period of six years from the date of the applicable sale of Shares Bonds and to make such documents and records available to (i) the Sales Agent Managing Broker-Dealer and the Company upon request, and (ii) to representatives of the SEC, and FINRA and applicable state securities administrators upon your firm’s 's receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Dealer shall not purchase any Shares Bonds for a discretionary account without obtaining the prior written approval of Dealer’s 's customer and his or her signature on an eligibility certificationa Subscription Agreement.