Common use of Representations and Warranties of the Placement Agent Clause in Contracts

Representations and Warranties of the Placement Agent. You represent and warrant that: (a) You are duly authorized to enter into and perform, and have duly executed and delivered, this Agreement. (b) You have maintained and will maintain all licenses and registrations necessary under applicable law and regulations (including the rules of the National Association of Securities Dealers, Inc.) to provide the services required to be provided by you under this Agreement. (c) You have not solicited and will not solicit any offers to buy or offers to sell Interests in any manner that would be inconsistent with applicable laws and regulations, or with the procedures for solicitations contemplated by the Prospectus or this Agreement, in any manner that would constitute a general solicitation or general advertising with respect to Interests, including, but not limited to, any seminar or meeting conducted whose attendees have been invited by any general solicitation or general advertising, or any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or other means of electronic communication, unless access to that communication is limited to those persons eligible to purchase Interests. (d) You will furnish to each subscriber of an Interest, identified either by you or the Fund, or otherwise confirm the receipt by such subscriber of, a current copy of the Prospectus, including any current amendments to the Prospectus provided to you by the Fund pursuant to Section 8(b) of this Agreement, the subscription documentation (in the case of a new subscriber), the additional subscription documentation (in the case of an existing shareholder), and any other such additional information as the Fund or JPMIM sees fit or as may be reasonably requested by the Fund or JPMIM or required by applicable law or regulation, prior to the subscriber's admission as a shareholder of the Fund, or, in the case of an additional investment by an existing shareholder, prior to the acceptance of an additional subscription (to the extent such shareholder has not already received such documentation) from such existing member.

Representations and Warranties of the Placement Agent. You represent and warrant that: (a) You are duly authorized to enter into and perform, and have duly executed and delivered, this Agreement. (b) You have maintained and will maintain all licenses and registrations necessary under applicable U.S. law and regulations (including the rules of the National Association of Securities Dealers, Inc.The Financial Industry Regulatory Authority) to provide the services required to be provided by you under this Agreement. (c) You have not solicited and will not solicit any offers to buy or offers to sell Interests Shares in any manner that would be inconsistent with applicable U.S. laws and regulations, or with the procedures for solicitations contemplated by the Prospectus Memorandum or this Agreement, in any manner that would constitute a general solicitation or general advertising with respect to InterestsShares, including, but not limited to, any seminar or meeting conducted whose attendees have been invited by any general solicitation or general advertising, or any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or other means of electronic communication, unless access to that communication is limited to those persons eligible to purchase InterestsShares. You will otherwise comply with all applicable U.S. laws and regulations in carrying out your obligations under this Agreement. (d) You will furnish to each subscriber of an Interest, identified either Shares solicited by you or the Fundyou, or otherwise confirm the receipt by such subscriber of, a current copy of the ProspectusMemorandum, including any current amendments or supplements to the Prospectus Memorandum provided to you by the Fund pursuant to Section 8(b) of this Agreement, the subscription documentation (in the case of a new subscriber), the short-form additional subscription documentation (in the case of an existing shareholder), and any other such additional information as the Fund or JPMIM the Investment Manager sees fit or as may be reasonably requested by the Fund or JPMIM the Investment Manager or required by applicable law or regulation, prior to the subscriber's ’s admission as a shareholder of the Fund, or, in the case of an additional investment by an existing shareholder, prior to the acceptance of an additional subscription (to the extent such shareholder has not already received such documentation) from such existing membershareholder.

Representations and Warranties of the Placement Agent. You represent and warrant that: (a) You are duly authorized to enter into and perform, and have duly executed and delivered, this Agreement. (b) You have maintained and will maintain all licenses and registrations necessary under applicable U.S. law and regulations (including the rules of the National Association of Securities Dealers, Inc.) to provide the services required to be provided by you under this Agreement. (c) You have not solicited and will not solicit any offers to buy or offers to sell Interests in any manner that would be inconsistent with applicable U.S. laws and regulations, or with the procedures for solicitations contemplated by the Prospectus Memorandum or this Agreement, in any manner that would constitute a general solicitation or general advertising with respect to Interests, including, but not limited to, any seminar or meeting conducted whose attendees have been invited by any general solicitation or general advertising, or any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or other means of electronic communication, unless access to that communication is limited to those persons eligible to purchase Interests. You will otherwise comply with all applicable U.S. laws and regulations in carrying out your obligations under this Agreement. (d) You will furnish to each subscriber of an Interest, identified either Interests solicited by you or the Fundyou, or otherwise confirm the receipt by such subscriber of, a current copy of the ProspectusMemorandum, including any current amendments or supplements to the Prospectus Memorandum provided to you by the Fund pursuant to Section 8(b) of this Agreement, the LLC Agreement, the subscription documentation (in the case of a new subscriber), the short-form additional subscription documentation (in the case of an existing shareholder), and any other such additional information as the Fund or JPMIM the Investment Manager sees fit or as may be reasonably requested by the Fund or JPMIM the Investment Manager or required by applicable law or regulation, prior to the subscriber's ’s admission as a shareholder member of the Fund, or, in the case of an additional investment by an existing shareholdermember, prior to the acceptance of an additional subscription (to the extent such shareholder member has not already received such documentation) from such existing member.

Representations and Warranties of the Placement Agent. You represent UST represents and warrant warrants that: (a) You are UST is duly authorized to enter into and perform, and have has duly executed and delivered, this Agreement. (b) You have maintained UST has and will maintain all licenses and registrations necessary under applicable law and regulations (including the rules of the National Association of Securities Dealers, Inc.NASD) to provide the services required to be provided by you under this AgreementUST hereunder. (c) You have UST has not solicited and will not solicit any offers offer to buy or offers offer to sell Interests in any manner that which would be inconsistent with applicable laws and regulations (including, but not limited to, applicable anti-money laundering laws and regulations), or with the procedures for solicitations contemplated by the Prospectus Confidential Memorandum, and this Agreement or this Agreement, in by any manner that would constitute a form of general solicitation or general advertising with respect to Interestsadvertising, including, but not limited to, any seminar or meeting conducted whose attendees have been invited by any general solicitation or general advertising, or any advertisement, article, notice or other communication published in any newspaper, magazine or similar media medium or broadcast over television, television or radio or other means of electronic communication, unless access to that communication is limited to those persons eligible to purchase Interestsconduct any seminar or meeting whose attendees have been invited by any general solicitation or advertising. (d) You UST will furnish to each subscriber of an InterestInterests, identified either by you UST or the Fund, or otherwise confirm the receipt by such subscriber ofCompany, a current copy of the Prospectus, including any current amendments to the Prospectus provided to you by the Fund pursuant to Section 8(b) of this Agreement, the subscription documentation (in the case of a new subscriber), the additional subscription documentation (in the case of an existing shareholder), and any other such additional information as the Fund or JPMIM sees fit or as may be reasonably requested by the Fund or JPMIM or required by applicable law or regulation, Offering Documents prior to the subscribersuch person's admission as a shareholder Member. (e) UST will maintain the confidentiality of investor information in a manner consistent with the privacy policy adopted by the Company pursuant to Title V of the FundGramm-Leach-Bliley Act, oras amended. (f) UST agrees that ▇▇▇▇ ▇▇▇-▇▇▇▇▇▇ Agreement between UST and a Sub-Agent will contain provisions requiring that the Sub-Agent: (1) keep records (and make them available to UST) of the Offering Documents distributed to all persons; (2) have reasonable procedures regarding the control and distribution of the Offering Documents; (3) not create or use offering materials for distribution to or use by prospective purchasers of Interests, other than the Offering Documents furnished by the Company and such other materials as UST has supplied or authorized for use; and (4) adopt and adhere to reasonable procedures designed to ensure that the offering of Interests is made only in accordance with the provisions of Section 3 relating to the offering of Interests and clauses (a) through (d) of this Section 8, in the case of an additional investment by an existing shareholder, prior to the acceptance of an additional subscription (to Sub-Agent as if the extent such shareholder has not already received such documentation) from such existing memberSub-Agent were the placement agent.

Representations and Warranties of the Placement Agent. You represent and warrant that: (a) You are duly authorized to enter into and perform, and have duly executed and delivered, this Agreement. (b) You have maintained and will maintain all licenses and registrations necessary under applicable U.S. law and regulations (including the rules of the National Association of Securities Dealers, Inc.Financial Industry Regulatory Authority) to provide the services required to be provided by you under this Agreement. (c) You have not solicited and will not solicit any offers to buy or offers to sell Interests in any manner that would be inconsistent with applicable U.S. laws and regulations, or with the procedures for solicitations contemplated by the Prospectus Memorandum or this Agreement, in any manner that would constitute a general solicitation or general advertising with respect to Interests, including, but not limited to, any seminar or meeting conducted whose attendees have been invited by any general solicitation or general advertising, or any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or other means of electronic communication, unless access to that communication is limited to those persons eligible to purchase Interests. You will otherwise comply with all applicable U.S. laws and regulations in carrying out your obligations under this Agreement. (d) You will furnish to each subscriber of an Interest, identified either Interests solicited by you or the Fundyou, or otherwise confirm the receipt by such subscriber of, a current copy of the ProspectusMemorandum, including any current amendments or supplements to the Prospectus Memorandum provided to you by the Fund pursuant to Section 8(b) of this Agreement, the LLC Agreement, the subscription documentation (in the case of a new subscriber), the short-form additional subscription documentation (in the case of an existing shareholder), and any other such additional information as the Fund or JPMIM the Investment Manager sees fit or as may be reasonably requested by the Fund or JPMIM the Investment Manager or required by applicable law or regulation, prior to the subscriber's ’s admission as a shareholder member of the Fund, or, in the case of an additional investment by an existing shareholdermember, prior to the acceptance of an additional subscription (to the extent such shareholder member has not already received such documentation) from such existing member.

Representations and Warranties of the Placement Agent. You represent and warrant that: (a) You are duly authorized to enter into and perform, and have duly executed and delivered, this Agreement. (b) You have maintained and will maintain all licenses and registrations necessary under applicable law and regulations (including the rules of the National Association of Securities Dealers, Inc.Inc. (“NASD”) to provide the services required to be provided by you under this Agreement. (c) You have not solicited and will not solicit any offers to buy or offers to sell Interests any of the Shares in any manner that would be inconsistent with applicable laws and regulations, or with the procedures for solicitations contemplated by the Prospectus Offering Memorandum or this Agreement, in any manner that would constitute a general solicitation or general advertising with respect to Intereststhe Shares, including, but not limited to, any seminar or meeting conducted whose attendees have been invited by any general solicitation or general advertising, or any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or other means of electronic communication, unless access to that communication is limited to those persons eligible to purchase InterestsShares. (d) You will furnish to each subscriber of an Interestsubscriber, identified either by you or the FundTrust, or otherwise confirm the receipt by such subscriber of, a current copy of the ProspectusOffering Memorandum, including any current amendments to the Prospectus Offering Memorandum provided to you by the Fund Trust pursuant to Section 8(b) of this Agreement, the subscription documentation (in the case of a new subscriber), the additional subscription documentation (in the case of an existing shareholder), and any other such additional information as the Fund Trust or JPMIM sees fit or as may be reasonably requested by the Fund Trust or JPMIM or required by applicable law or regulation, prior to the subscriber's ’s admission as a shareholder of the a Fund, or, in the case of an additional investment by an existing shareholder, prior to the acceptance of an additional subscription (to the extent such shareholder has not already received such documentation) from such existing membershareholder.

Representations and Warranties of the Placement Agent. You represent and warrant that: (a) You are duly authorized to enter into and perform, and have duly executed and delivered, this Agreement. (b) You have maintained and will maintain all licenses and registrations necessary under applicable U.S. law and regulations (including the rules of the National Association of Securities Dealers, Inc.) to provide the services required to be provided by you under this Agreement. (c) You have not solicited and will not solicit any offers to buy or offers to sell Interests in any manner that would be inconsistent with applicable U.S. laws and regulations, or with the procedures for solicitations contemplated by the Prospectus Memorandum or this Agreement, in any manner that would constitute a general solicitation or general advertising with respect to Interests, including, but not limited to, any seminar or meeting conducted whose attendees have been invited by any general solicitation or general advertising, or any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or other means of electronic communication, unless access to that communication is limited to those persons eligible to purchase Interests. You will otherwise comply with all applicable U.S. laws and regulations in carrying out your obligations under this Agreement. (d) You will furnish to each subscriber of an Interest, identified either Interest solicited by you or the Fundyou, or otherwise confirm the receipt by such subscriber of, a current copy of the ProspectusMemorandum, including any current amendments or supplements to the Prospectus Memorandum provided to you by the Fund pursuant to Section 8(b) of this Agreement, the LLC Agreement, the subscription documentation (in the case of a new subscriber), the short-form additional subscription documentation (in the case of an existing shareholdermember), and any other such additional information as the Fund or JPMIM the Investment Manager sees fit or as may be reasonably requested by the Fund or JPMIM the Investment Manager or required by applicable law or regulation, prior to the subscriber's admission as a shareholder member of the Fund, or, in the case of an additional investment by an existing shareholdermember, prior to the acceptance of an additional subscription (to the extent such shareholder member has not already received such documentation) from such existing member.

Representations and Warranties of the Placement Agent. You represent and warrant that: (a) You are duly authorized to enter into and perform, and have duly executed and delivered, this Agreement. (b) You have maintained and will maintain all licenses and registrations necessary under applicable U.S. law and regulations (including the rules of the The National Association of Securities Dealers, Inc.) to provide the services required to be provided by you under this Agreement. (c) You have not solicited and will not solicit any offers to buy or offers to sell Interests in any manner that would be inconsistent with applicable U.S. laws and regulations, or with the procedures for solicitations contemplated by the Prospectus Memorandum or this Agreement, in any manner that would constitute a general solicitation or general advertising with respect to Interests, including, but not limited to, any seminar or meeting conducted whose attendees have been invited by any general solicitation or general advertising, or any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or other means of electronic communication, unless access to that communication is limited to those persons eligible to purchase Interests. You will otherwise comply with all applicable U.S. laws and regulations in carrying out your obligations under this Agreement. (d) You will furnish to each subscriber of an Interest, identified either Interest solicited by you or the Fundyou, or otherwise confirm the receipt by such subscriber of, a current copy of the ProspectusMemorandum, including any current amendments or supplements to the Prospectus Memorandum provided to you by the Fund pursuant to Section 8(b) of this Agreement, the subscription documentation (in the case of a new subscriber), the short-form additional subscription documentation (in the case of an existing shareholdermember), and any other such additional information as the Fund or JPMIM the Investment Manager sees fit or as may be reasonably requested by the Fund or JPMIM the Investment Manager or required by applicable law or regulation, prior to the subscriber's ’s admission as a shareholder member of the Fund, or, in the case of an additional investment by an existing shareholdermember, prior to the acceptance of an additional subscription (to the extent such shareholder member has not already received such documentation) from such existing member.