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 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 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 Interests solicited by you, or otherwise confirm the receipt by such subscriber of, a current copy of the Memorandum, including any current amendments or supplements to the 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 the Investment Manager sees fit or as may be reasonably requested by the Fund or the Investment Manager or required by applicable law or regulation, prior to the subscriber’s admission as a member of the Fund, or, in the case of an additional investment by an existing member, prior to the acceptance of an additional subscription (to the extent such 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 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 Memorandum 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. 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 Interests solicited an Interest, identified either by youyou or the Fund, or otherwise confirm the receipt by such subscriber of, a current copy of the MemorandumProspectus, including any current amendments or supplements to the Memorandum Prospectus 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 the Investment Manager JPMIM sees fit or as may be reasonably requested by the Fund or the Investment Manager JPMIM or required by applicable law or regulation, prior to the subscriber’s 's admission as a member shareholder of the Fund, or, in the case of an additional investment by an existing membershareholder, prior to the acceptance of an additional subscription (to the extent such member 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 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 Interests Shares solicited by you, or otherwise confirm the receipt by such subscriber of, a current copy of the Memorandum, including any current amendments or supplements to the 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 the Investment Manager sees fit or as may be reasonably requested by the Fund or the Investment Manager or required by applicable law or regulation, prior to the subscriber’s admission as a member shareholder of the Fund, or, in the case of an additional investment by an existing membershareholder, prior to the acceptance of an additional subscription (to the extent such member 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 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 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 Interests an Interest solicited by you, or otherwise confirm the receipt by such subscriber of, a current copy of the Memorandum, including any current amendments or supplements to the 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 the Investment Manager sees fit or as may be reasonably requested by the Fund or the Investment Manager or required by applicable law or regulation, prior to the subscriber’s admission as a member of the Fund, or, in the case of an additional investment by an existing member, prior to the acceptance of an additional subscription (to the extent such 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 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 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 Interests an Interest solicited by you, or otherwise confirm the receipt by such subscriber of, a current copy of the Memorandum, including any current amendments or supplements to the 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 the Investment Manager sees fit or as may be reasonably requested by the Fund or the Investment Manager or required by applicable law or regulation, prior to the subscriber’s 's admission as a member of the Fund, or, in the case of an additional investment by an existing member, prior to the acceptance of an additional subscription (to the extent such member has not already received such documentation) from such existing member.

Representations and Warranties of the Placement Agent. You ----------------------------------------------------- represent and warrant to the Company that: (a) You are This Agreement has been duly authorized to enter into and performauthorized, and have duly executed and delivered, this Agreementdelivered by you and is a valid and binding agreement on your part in accordance with its terms. (b) You have maintained are a broker-dealer duly registered pursuant to the provisions of the Exchange Act and will maintain all licenses and registrations necessary under applicable U.S. law and regulations (including the rules are a member in good standing of the National Association of Securities Dealers, Inc.Inc. ("NASD") and you are duly licensed as a broker-dealer under the applicable statutes and regulations of each state in which you propose to provide and do offer or sell the services required Shares. You agree to be provided by maintain all of the foregoing registrations in good standing throughout the term of the offer and sale of the Shares and you under this Agreementagree to comply with all statutes and other requirements applicable to you as a broker-dealer pursuant to those requirements. (c) Pursuant to your appointment: (i) You will limit your offering of the Shares to persons whom you have not solicited and will not solicit any offers reasonable grounds to buy or offers to sell Interests believe are "Accredited Investors" as defined in any manner that would be inconsistent with applicable U.S. laws and regulations, or with the procedures for solicitations contemplated Rule 501 of Regulation D as promulgated by the Memorandum SEC under the Securities Act. (ii) You will provide each offeree with a complete copy of the Offering Documents and all amendments and supplement(s) thereto during the course of the Offering and prior to sale. (iii) In the event you utilize any sales materials, reports or other analyses other than the Offering Documents, you will refrain from providing any such materials to any offeree of the Shares unless such specific materials are approved in advance and in writing by the Company and Offering Documents are also delivered to the Purchaser before such Purchaser acquires any Shares. (iv) Until the termination of this Agreement, if any event affecting the Company or you shall occur which, in the opinion of the Company's counsel, should be set forth in a supplement or amendment to the Offering Documents, you agree to distribute such supplement or amendment to all persons who have previously received a copy of the Offering Documents from you and further agree to include such supplement or amendment in all further deliveries of the Offering Documents. The Company will at its own expense prepare and furnish to you a reasonable number of copies of that supplement or amendment for such distribution. (v) You will not offer, offer to sell, offer for sale, or sell the Shares by means of 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 form of general solicitation or general advertising, or any including but not limited to the following: (A) Any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio television 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 Agreementradio; (B) Any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (d) Information relating to you in the Offering Documents, or any amendment or supplement thereto, is true and correct, and there is no material information available to you which should be included in the Offering Documents in order to comply with applicable securities laws. (e) You will furnish to each subscriber of Interests solicited by you, or otherwise confirm not offer the receipt by Shares for sale in any state until the Company's counsel has advised you that the Shares may be offered for sale in such subscriber of, a current copy state(s). (f) During the offering and sale of the MemorandumShares, including any current amendments or supplements to you will comply with the Memorandum provided to you by requirements of Regulation D promulgated under 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), Securities Act and any other such additional information as the Fund or the Investment Manager sees fit or as may be reasonably requested by the Fund or the Investment Manager or required by all applicable law or regulation, prior to the subscriber’s admission as a member of the Fund, or, in the case of an additional investment by an existing member, prior to the acceptance of an additional subscription (blue sky laws to the extent such member has not already received such documentation) from such existing membercompliance is within your control. You will retain in your permanent files copies of all Subscription Documents as completed by each purchaser to whom you sell Shares.

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 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 Interests solicited by you, or otherwise confirm the receipt by such subscriber of, a current copy of the Memorandum, including any current amendments or supplements to the 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 the Investment Manager sees fit or as may be reasonably requested by the Fund or the Investment Manager or required by applicable law or regulation, prior to the subscriber’s admission as a member of the Fund, or, in the case of an additional investment by an existing member, prior to the acceptance of an additional subscription (to the extent such 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 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 U.S. laws and regulations, or with the procedures for solicitations contemplated by the 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 Interests. You will otherwise comply with all applicable U.S. laws and regulations in carrying out your obligations under this AgreementShares. (d) You will furnish to each subscriber of Interests solicited subscriber, identified either by youyou or the Trust, or otherwise confirm the receipt by such subscriber of, a current copy of the Offering Memorandum, including any current amendments or supplements to the Offering Memorandum provided to you by the Fund Trust 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 Trust or the Investment Manager JPMIM sees fit or as may be reasonably requested by the Fund Trust or the Investment Manager JPMIM or required by applicable law or regulation, prior to the subscriber’s admission as a member shareholder of the a Fund, or, in the case of an additional investment by an existing membershareholder, prior to the acceptance of an additional subscription (to the extent such member shareholder has not already received such documentation) from such existing membershareholder.