Common use of Absence of Defaults and Conflicts Clause in Contracts

Absence of Defaults and Conflicts. The Trust is not in violation of its certificate of trust, if applicable, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan or credit agreement, note, lease or other agreement or instrument to which the Trust is a party or by which it may be bound or to which any of the property or assets of the Trust is subject (the "Trust Agreements and Instruments"), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in the Prospectus (including the issuance and sale of the Notes and the use of proceeds therefrom as described in the Prospectus) and (D) the compliance by the Trust with its obligations under the Program Documents do not and will not constitute a breach, violation or default which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate of trust, if applicable, charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Fund is a party or by which it or its properties may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Advisory Agreement, the Administration Custody Agreement, the License Auction Agent Agreement and any other agreement or instrument entered into or issued or the Letter of Representations referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Advisory Agreement", the Prospectus, (B) "Custody Agreement," the performance "Auction Agreement" and the "Letter of the Trust Agreement (all agreements and instruments referenced in clauses (ARepresentations," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in this Agreement and in the Prospectus Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents this Agreement have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or default the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust None of the Company, the Operating Partnership or any of their subsidiaries is not in violation of its certificate declaration of trust, if applicablepartnership agreement, charter, bylaws or similar organizational documents, as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Company, the Operating Partnership or any of their subsidiaries is a party or by which it or any of them may be bound bound, or to which any of the property or assets of the Trust Company, the Operating Partnership or any subsidiary is subject (the "Trust collectively, “Agreements and Instruments"), ”) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in therein under the Prospectuscaption “Use of Proceeds”) and (D) the compliance by the Trust Company, the Operating Partnership and their subsidiaries with its their respective obligations under the Program Documents hereunder have been duly authorized by all necessary action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Company, the Operating Partnership or any subsidiary pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of the declaration of trust, if applicablepartnership agreement, charter, or bylaws, as the case may be, of the Company, the Trust Agreement and the Trust is not in default in the performance Operating Partnership or observance any subsidiary or of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Company, the Operating Partnership or any subsidiary or any of its their assets, properties or operations; provided that no representation . As used herein, a “Repayment Event” means any event or warranty is made with respect to condition which gives the Funding Agreement(s) to the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii)Company, this representation and warranty shall not extend to such lien, charges or encumbrances the Operating Partnership or any violations or defaults that would not result in a Trust Material Adverse Effectsubsidiary.

Absence of Defaults and Conflicts. The Trust Fund is not in --------------------------------- violation of its certificate of trust, if applicable, charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Fund is a party or by which it or its properties may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Advisory Agreement, the Administration Custody Agreement, the License Auction Agent Agreement and any other agreement or instrument entered into or issued or the Letter of Representations referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Advisory Agreement", the Prospectus, (B) "Custody Agreement," the performance "Auction Agreement" and the "Letter of the Trust Agreement (all agreements and instruments referenced in clauses (ARepresentations," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in this Agreement and in the Prospectus Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents this Agreement have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or default the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust is not in violation of its certificate declaration of trust, if applicabletrust or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Management Agreement, the Administration Sub-Advisory Agreement, the License Custodian Agreement and any other agreement or instrument entered into or issued or the Transfer Agent and Service Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Management Agreement," the Prospectus"Sub-Advisory Agreement", (B) the performance of "Custodian Agreement" and the Trust Agreement (all agreements and instruments referenced in clauses (A"Transfer Agency Agreement," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Trust pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the declaration of trust or by-laws of the Trust or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate of trust, if applicable, charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Fund is a party or by which it or its properties may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Advisory Agreement, the Administration Custody Agreement, the License Registrar, Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreement and any other agreement or instrument entered into or issued or the Administration Services Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Advisory Agreement," the Prospectus, (B) "Custody Agreement," the performance of "Transfer Agency Agreement" and the Trust Agreement (all agreements and instruments referenced in clauses (A"Administration Agreement," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in this Agreement and in the Prospectus Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents this Agreement have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or default the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Company is not (A) in violation of its certificate of trustincorporation or by-laws (or its equivalent), if applicable, or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Company is a party or by which it or any of them may be bound bound, or to which any of the property or assets of the Trust Company or any Subsidiary is subject (the "Trust collectively, “Agreements and Instruments"”), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations that would not result in a Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement Transaction Agreements and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in the Prospectus therein (including the issuance and sale of the Notes Securities by the Company and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusRegistration Statement, the Time of Sale Information and the Prospectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Company with its obligations under the Program Documents Transaction Agreements has been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Company pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's provisions of the certificate of trust, if applicable, incorporation or by-laws (or its equivalent) of the Trust Agreement and the Trust is not in default in the performance Company or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Company or any Subsidiary or any of its their assets, properties or operations; provided that no representation . As used herein, a “Repayment Event” means any event or warranty is made with respect to condition which gives the Funding Agreement(s) to the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectCompany.

Absence of Defaults and Conflicts. The Trust Company is not (i) in violation of its certificate of trust, if applicable, charter or by-laws or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Company is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Company is subject (the "Trust collectively, “Agreements and Instruments"), ”) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Company with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Company pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trust, if applicable, the Trust Agreement and charter or by-laws of the Trust is not in default in the performance Company or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Company or any of its assets, properties or operations; provided that no representation . As used herein, a “Repayment Event” means any event or warranty is made with respect to condition which gives the Funding Agreement(s) to the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectCompany.

Absence of Defaults and Conflicts. The Trust Neither the Partnership nor its subsidiaries is not in violation of its certificate of trust, if applicable, Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan or credit agreement, note, lease or other agreement or instrument to which the Trust is a party or by which it may be bound or to which any of the property or assets of the Trust is subject (the "Trust Agreements and Instruments")Partnership Document, except (solely in the case of Partnership Documents other than Subject Instruments) for such violations or defaults that would not not, individually or in the aggregate, reasonably be expected to result in a Trust Material Adverse Effect; and (A) the . The execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with Partnership and the transactions contemplated consummation by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation Partnership of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Notes Securities to be sold by the Partnership pursuant to this Agreement and the use of the proceeds therefrom from the sale of the Securities to be sold by the Partnership pursuant to this Agreement as described in the Prospectus) Prospectus under the caption “Use of Proceeds”), and (D) the compliance by the Trust Partnership with its obligations under the Program Documents this Agreement, do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust Repayment Event under, or (2) result in the creation or imposition of any lien, charge or encumbrance Lien upon any assets, properties property or operations assets of the Trust Partnership pursuant to, any Trust Agreements and Partnership Documents, except (solely in the case of Partnership Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the Trust's certificate provisions of trust, if applicable, the Trust Agreement and Organizational Documents of the Trust is not in default in the performance Partnership or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Partnership or any of its assets, properties or operations; provided that no representation , except for such violations of any applicable law, statute, rule, regulations, judgment, order, writ or warranty is made with respect to decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, Partnership or any property of its assets, properties or investment acquired with such fundsoperations that would not, subject to governmental seizure individually or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii)aggregate, this representation and warranty shall not extend reasonably be expected to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate articles of trust, if applicableincorporation or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Management Agreement, the Administration Agreement, the License Sub-Administration Agreement, the Custodian Agreement and any other agreement or instrument entered into or issued or the Transfer Agent and Service Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Management Agreement," the Prospectus, (B) "Administration Agreement," the performance of "Sub-Administration Agreement," the Trust Agreement (all agreements "Custodian Agreement" and instruments referenced in clauses (Athe "Transfer Agency Agreement," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the articles of incorporation or by-laws of the Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate of trust, if applicablecharter or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the "Trust Agreements and Instruments")collectively, “AGREEMENTS AND INSTRUMENTS”) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Advisory Agreement, the Administration Custody Agreement, the License Stock Transfer Agency Agreement, the Fund Administration Servicing Agreement and any other agreement or instrument entered into or issued or the Fund Accounting Servicing Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, individually the transactions contemplated by “Investment Advisory Agreement,” the Prospectus, (B) “Custody Agreement,” the performance of “Stock Transfer Agency Agreement,” the Trust Agreement (all agreements “Fund Administration Servicing Agreement,” and instruments referenced in clauses (Athe “Fund Accounting Servicing Agreement,” respectively and collectively the “OFFERING AGREEMENTS”) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in the Prospectus Offering Agreements and in the Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusGeneral Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents thereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trust, if applicable, the Trust Agreement and charter or by-laws of the Trust is not in default in the performance Fund or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase operations (except for such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment violations that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect). As used herein, a “REPAYMENT EVENT” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.

Absence of Defaults and Conflicts. The Trust is not in violation of its certificate declaration of trust, if applicabletrust or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Management Agreement, the Administration Sub-Advisory Agreement, the License Custodian Agreement, the Transfer Agent and Service Agreement and any other agreement or instrument entered into or issued or the Auction Agency Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Management Agreement," the Prospectus"Sub-Advisory Agreement", (B) the performance of "Custodian Agreement," the Trust Agreement (all agreements "Transfer Agency Agreement," and instruments referenced in clauses (Athe "Auction Agency Agreement" respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes AMPS and the use of the proceeds therefrom from the sale of the AMPS as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Trust pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the declaration of trust or by-laws of the Trust or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.

Absence of Defaults and Conflicts. The Trust Company is not in violation of the Charter or its certificate of trust, if applicable, amended and restated bylaws as in effect on the date hereof (the “Bylaws”) or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Company is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Company is subject (the "Trust collectively, “Agreements and Instruments"”). The execution, delivery and performance of this Agreement, the Ancillary Agreements, the issuance and sale of the Securities, the consummation of the transactions contemplated herein, therein, in the Registration Statement, in the Time of Sale Prospectus and in the Prospectus (including the sale of the Private Placement Warrants and the use of the proceeds therefrom as described in the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with, or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the Agreements and Instruments, or result in any violation of the provisions of the Charter or the Bylaws or any applicable law, statute, rule or regulation, judgment, order, writ or decree applicable to the Company of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its assets, properties or operations, except in each such case (other than with respect to the Charter or the Bylaws), except for such violations any violations, breaches or defaults that which would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution. As used herein, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement and a “Repayment Event” means any other agreement event or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in the Prospectus (including the issuance and sale of the Notes and the use of proceeds therefrom as described in the Prospectus) and (D) the compliance by the Trust with its obligations under the Program Documents do not and will not constitute a breach, violation or default which (1) condition that gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectCompany.

Absence of Defaults and Conflicts. The Trust is not in violation of its certificate of trust, if applicable, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan or credit agreement, note, lease or other agreement or instrument to which the Trust is a party or by which it may be bound or to which any of the property or assets of the Trust is subject (the "Trust Agreements and Instruments"), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the The execution, delivery and performance of this Selling Agent the Distribution Agreement, the Indenture, the Notes, each the Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the issuance of the Notes and the transactions contemplated by the Prospectusthereby, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program DocumentsISSUANCE DOCUMENTS"), (C) the consummation of the transactions contemplated in the Time of Sale Prospectus (including the issuance and sale of the Notes and the use of proceeds therefrom as described in the Time of Sale Prospectus) and (D) the compliance by the Trust with its obligations under the Program Documents Issuance Documents, do not and will not constitute a breach, violation or default which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust underTrust, or (2) result results in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any contract, indenture, mortgage, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Agreements and Instrumentsis a party or by which it may be bound or to which any of the property or assets of the Trust is subject, nor will such action result in any violation of the Trust's certificate Certificate of trust, if applicable, Trust or the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided PROVIDED, that no representation or warranty is made with respect to compliance with law of the Funding Agreement(s) Agreement to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amendedamended (the "USA PATRIOT ACT"); PROVIDED, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further FURTHER that in the case of clause (1) of this paragraph (viii)Section 1.2.4, this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii)Section 1.2.4, this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.

Absence of Defaults and Conflicts. The Trust Neither the Adviser nor the Administrator is not in violation of its certificate of trust, if applicable, Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan Adviser Document or credit agreement, note, lease or other agreement or instrument to which the Trust is a party or by which it may be bound or to which any of the property or assets of the Trust is subject (the "Trust Agreements and Instruments")Administrator Document, except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the . The execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by each of the Trust Adviser and the Administrator with its obligations under the Program Documents this Agreement do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust Repayment Event under, or (2) result in the creation or imposition of any lien, charge or encumbrance Lien upon any assets, properties property or operations assets of the Trust Adviser or the Administrator pursuant to, any Trust Agreements and InstrumentsAdviser Document or Administrator Document, except for such conflicts, breaches, defaults or Liens that would not result in a Material Adverse Effect, nor will such action result in any violation of the Trust's certificate provisions of trustthe Organizational Documents of the Adviser or the Administrator, if as applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Adviser or the Administrator or any of its their respective assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.

Absence of Defaults and Conflicts. The Trust Neither the Adviser nor the Administrator is not in violation of its certificate of trust, if applicable, Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan Adviser Document or credit agreement, note, lease or other agreement or instrument to which the Trust is a party or by which it may be bound or to which any of the property or assets of the Trust is subject (the "Trust Agreements and Instruments")Administrator Document, except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the . The execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by each of the Trust Adviser and the Administrator with its obligations under the Program Documents this Agreement do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust Repayment Event under, or (2) result in the creation or imposition of any lien, charge or encumbrance Lien upon any assets, properties property or operations assets of the Trust Adviser or the Administrator pursuant to, any Trust Agreements and InstrumentsAdviser Document or Administrator Document, except for such conflicts, breaches, defaults or Liens that would not result in a Material Adverse Effect, nor will such action result in any violation of the Trust's certificate provisions of trustthe Organizational Documents of the Adviser or the Administrator, if as applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Adviser or the Administrator or any of its their respective assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.

Absence of Defaults and Conflicts. The Trust Fund is not in violation --------------------------------- of its certificate of trust, if applicable, charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Fund is a party or by which it or its properties may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Advisory Agreement, the Administration Custody Agreement, the License Auction Agent Agreement and any other agreement or instrument entered into or issued or the Letter of Representations referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Advisory Agreement", the Prospectus, (B) "Custody Agreement," the performance "Auction Agreement" and the "Letter of the Trust Agreement (all agreements and instruments referenced in clauses (ARepresentations," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in this Agreement and in the Prospectus Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents this Agreement have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or default the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Depositor is not in violation of its certificate of trust, if applicable, organizational or charter documents or bylaws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property its properties or assets of the Trust is subject (the collectively, "Trust Agreements and Instruments"), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse EffectChange and would not have a material adverse effect on its ability to perform its obligations under the Basic Documents to which it is a party; and (A) the execution, delivery and performance by the Depositor of this Selling Agent Agreement, the Indentureeach Basic Document to which it is a party, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and therein, in the Registration Statement or in the Prospectus and compliance with its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate or limited liability company action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, a default or Repayment Event (including the issuance and sale of the Notes and the use of proceeds therefrom as described defined below) under, or result in the Prospectuscreation or imposition of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, "Liens") upon any of its property or assets pursuant to the Agreements and (D) the compliance Instruments except for Liens permitted by the Trust with Basic Documents and conflicts, breaches or defaults that, individually or in the aggregate, will not result in a Material Adverse Change and would not have a material adverse effect on its ability to perform its obligations under the Program Basic Documents do not and to which it is a party, nor will not constitute such action result in any violation of the provisions of its charter or organizational documents or bylaws or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Depositor or any of its assets, properties or operations. As used herein, a breach, violation "Repayment Event" means any event or default condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectDepositor.

Absence of Defaults and Conflicts. The Trust Company is not in violation of its amended certificate of trust, if applicableincorporation (the “Charter”), or amended and restated bylaws (the “Bylaws”); none of the Subsidiaries is in violation of its charter, bylaws or other organizational documents and neither the Company nor any of its Subsidiaries is (A) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Company or any of its Subsidiaries is a party or by which it or any of them may be bound bound, or to which any of the property or assets of the Trust Company or any Subsidiary is subject (the "Trust collectively, “Agreements and Instruments"”) or, (B) in violation of any law, statute or ordinance, or any judgment, order, rule or regulation of any court or arbitrator or governmental, regulatory, or self-regulatory authority, except in the case of clauses (A) and (B), except for such violations or defaults that would not not, individually or in the aggregate, have had, or are reasonably be expected to result in in, a Trust Material Adverse Effect; , or which require disclosure under the Securities Act or the Securities Act Regulations and (A) the which are not so disclosed. The execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and therein, and in the Prospectus Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Company and the Bank with its their respective obligations under hereunder have been duly authorized by all necessary corporate actions that have been and will be maintained continuously by the Program Documents Company and the Bank in their permanent records, and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachmaterial breach of, violation or material default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance Lien upon any assets, properties property or operations assets of the Trust Company or any Subsidiary pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); nor will such action result in any violation of the Trust's certificate provisions of trustthe Charter or Bylaws of the Company or the charter, if applicable, the Trust Agreement and the Trust is not bylaws or other organizational document of any Subsidiary; nor will such action result in default in the performance or observance any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Company or any Subsidiary or any of its their assets, properties or operations; provided operations (except for such violations that no representation would not, individually or warranty is made with respect in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the Funding Agreement(s) to the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances Company or any violations or defaults that would not result in a Trust Material Adverse EffectSubsidiary.

Absence of Defaults and Conflicts. The Trust is not in violation of its certificate of trust, if applicable, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan or credit agreement, note, lease or other agreement or instrument to which the Trust is a party or by which it may be bound or to which any of the property or assets of the Trust is subject (the "Trust Agreements and Instruments"), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the The execution, delivery and performance of this Selling Agent Distribution Agreement, the Indenture, the Notes, each the Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the issuance of the Notes and the transactions contemplated by the Prospectusthereby, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program DocumentsISSUANCE DOCUMENTS"), (C) the consummation of the transactions contemplated in the Prospectus (including the issuance and sale of the Notes and the use of proceeds therefrom as described in the Prospectus) and (D) the compliance by the Trust with its obligations under the Program Documents Issuance Documents, do not and will not constitute a breach, violation or default which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust underTrust, or (2) result results in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any contract, indenture, mortgage, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Agreements and Instrumentsis a party or by which it may be bound or to which any of the property or assets of the Trust is subject, nor will such action result in any violation of the Trust's certificate Certificate of trust, if applicable, Trust or the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided PROVIDED, that no representation or warranty is made with respect to compliance with law of the Funding Agreement(s) Agreement to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amendedamended (the "USA PATRIOT ACT"); PROVIDED, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further FURTHEr that in the case of clause (1) of this paragraph (viii)SECTION 1.2.4, this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii)SECTION 1.2.4, this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.

Absence of Defaults and Conflicts. The Trust Fund is not (i) in violation of its certificate declaration of trust, if applicabletrust or by-laws, or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the "Trust collectively, “Agreements and Instruments"”) except, with respect to this clause (ii), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in this Agreement and in the Prospectus Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusGeneral Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents thereunder have been duly authorized by all necessary trust action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any the Investment Management Agreement, between the Fund and the Adviser, dated November 13, 2007 (the “Investment Management Agreement”), the Amended and Restated Master Custodian Agreement, between the Fund and State Street Bank and Trust Company, dated February 25, 2005 (the “Custody Agreement”), and the Transfer Agency and Service Agreement, between the Fund and State Street Bank and Trust Company, dated October 7, 2002 (the “Transfer Agency Agreement”, and collectively with the Investment Management Agreement and Custody Agreement, the “Fund Agreements”) and the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trust, if applicable, the Trust Agreement and declaration of trust or by-laws of the Trust is not in default in the performance Fund or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase operations (except for such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment violations that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate articles of trust, if applicableincorporation or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Management Agreement, the Administration Agreement, the License Sub-Administration Agreement, the Custodian Agreement and any other agreement or instrument entered into or issued or the Transfer Agent and Service Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Management Agreement," the Prospectus"Administration Agreement", (B) the performance of "Sub-Administration Agreement", the Trust Agreement (all agreements "Custodian Agreement" and instruments referenced in clauses (Athe "Transfer Agency Agreement," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the articles of incorporation or by-laws of the Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate articles of trust, if applicableincorporation or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound is bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the IndentureManagement Agreement, the Notes, each Funding Sub-Advisory Agreement, the Administration Agreement, the License Custodian Agreement and any other agreement or instrument entered into or issued or the Transfer Agent and Service Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Management Agreement," the Prospectus"Sub-Advisory Agreement, (B) the performance of "Administration Agreement," the Trust Agreement (all agreements "Custodian Agreement" and instruments referenced in clauses (Athe "Transfer Agency Agreement," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the articles of incorporation or by-laws of the Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations (except for such violations that would not result in a Material Adverse Effect). As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate declaration of trust, if applicable, trust or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Fund is a party or by which it or its properties may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Advisory Agreement, the Administration Custody Agreement, the License Auction Agent Agreement and any other agreement or instrument entered into or issued or the Letter of Representations referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Advisory Agreement", the Prospectus, (B) "Custody Agreement," the performance "Auction Agreement" and the "Letter of the Trust Agreement (all agreements and instruments referenced in clauses (ARepresentations," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in this Agreement and in the Prospectus Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents this Agreement have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the declaration of trust or default the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not (i) in violation of its certificate declaration of trusttrust or by-laws, if applicableeach as amended from time to time, or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (together with the "Trust declaration of trust and by-laws, the “Agreements and Instruments"”), except except, with respect to (ii) only, for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the IndentureInvestment Management Agreement dated as of [•], 2009 between the Fund and the Investment Adviser (the “Investment Management Agreement”), the NotesAmended and Restated Master Custodian Agreement dated as of February 25, each Funding 2005 and effective as of [•], 2009, between the Fund and State Street Bank and Trust Company (the “Custodian Agreement”) and the Shareholder Transfer Agency and Service Agreement dated as of October 7, 2002 and effective as of [•], 2009, between the Administration Fund and State Street Bank and Trust Company (the “Transfer Agency Agreement, the License Agreement ”) and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all material agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trustthe declaration of trust or by-laws of the Fund, if applicableeach as amended from time to time, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation . As used herein, a “Repayment Event” means any event or warranty is made with respect to condition which gives the Funding Agreement(s) to the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Depositor is not in violation of its certificate of trust, if applicable, limited liability company agreement or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property its properties or assets of the Trust is subject (the collectively, "Trust Agreements and Instruments"), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance Depositor of the Trust Agreement (all agreements Depositor Agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents")Securities, (C) the consummation of the transactions contemplated herein and therein, in the Registration Statement or in the Prospectus (including the issuance and sale of the Notes and the use of proceeds therefrom as described in the Prospectus) and (D) the compliance by the Trust it with its obligations under the Program Documents hereunder and thereunder have been duly and validly authorized by all necessary action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, "Liens") upon any of its property or assets pursuant to the Agreements and Instruments except for Liens permitted by the Basic Documents and conflicts, breaches or defaults that, individually or in the aggregate, will not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of its limited liability company agreement or default any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Depositor or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectDepositor.

Absence of Defaults and Conflicts. The Trust is not in violation of its certificate declaration of trust, if applicabletrust or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Management Agreement, the Administration Agreement, the License Custodian Agreement, the Transfer Agent and Service Agreement and any other agreement or instrument entered into or issued or the Auction Agency Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Management Agreement," the Prospectus"Administration Agreement", (B) the performance of "Custodian Agreement", the Trust Agreement (all agreements "Transfer Agency Agreement" and instruments referenced in clauses (Athe "Auction Agency Agreement", respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes AMPS and the use of the proceeds therefrom from the sale of the AMPS as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Trust pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the declaration of trust or by-laws of the Trust or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.

Absence of Defaults and Conflicts. The Trust Global Funding is not in violation of its certificate of trust, if applicable, trust or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Global Funding is a party or by which it may be bound or to which any of the property or assets of the Trust Global Funding is subject (the "Trust Agreements and InstrumentsGLOBAL FUNDING AGREEMENTS AND INSTRUMENTS"), except for such violations or defaults that would not reasonably be expected to result in a Trust Global Funding Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Global Funding Trust Agreement, the Funding Agreement(s), Global Funding Administration Agreement, the License Agreement and each Funding Note and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust Global Funding in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in the Prospectus (including the issuance and sale of the Notes by an Issuing Trust and the use of proceeds therefrom as described in the Prospectus) (collectively, the "GLOBAL FUNDING PROGRAM DOCUMENTS") and (D) the compliance by the Trust Global Funding with its obligations hereunder and under the Global Funding Program Documents Documents, have been duly authorized by all necessary action and do not and will not not, whether with or without the giving of notice or the passage of time or both, conflict with or constitute a breachbreach of, violation or default or event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust Global Funding under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the any Issuing Trust or Global Funding pursuant to, any Trust Global Funding Agreements and Instruments, nor will such action result in any violation of the TrustGlobal Funding's certificate of trust, if applicable, the Global Funding Trust Agreement or Global Funding Administration Agreement which may reasonably be expected to result in a Global Funding Material Adverse Effect and the Trust Global Funding is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Global Funding or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase , except for such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that defaults which would not reasonably be expected to result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Global Funding Material Adverse Effect.

Absence of Defaults and Conflicts. The Trust Fund is not (i) in violation of its certificate declaration of trusttrust or by-laws, if applicableeach as amended from time to time, or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (together with the "Trust declaration of trust and by-laws, the “Agreements and Instruments"”), except except, with respect to (ii) only, for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the IndentureInvestment Management Agreement dated as of [—], 2009 between the Fund and the Investment Adviser (the “Investment Management Agreement”), the NotesAmended and Restated Master Custodian Agreement dated as of February 25, each Funding 2005 and effective as of [—], 2009, between the Fund and State Street Bank and Trust Company (the “Custodian Agreement”) and the Shareholder Transfer Agency and Service Agreement dated as of October 7, 2002 and effective as of [—], 2009, between the Administration Fund and State Street Bank and Trust Company (the “Transfer Agency Agreement, the License Agreement ”) and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all material agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trustthe declaration of trust or by-laws of the Fund, if applicableeach as amended from time to time, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation . As used herein, a “Repayment Event” means any event or warranty is made with respect to condition which gives the Funding Agreement(s) to the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate agreement and declaration of trust, if applicabletrust or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the "Trust collectively, “Agreements and Instruments"), ”) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Management Agreement, the Administration Portfolio Management Agreement, the License Custodian Agreement and any other agreement or instrument entered into or issued or the Transfer Agency Services Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by “Investment Management Agreement,” the Prospectus, (B) “Portfolio Management Agreement,” the performance of “Custodian Agreement” and the Trust Agreement (all agreements and instruments referenced in clauses (A“Transfer Agency Services Agreement,” respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trust, if applicable, the Trust Agreement agreement and declaration of trust or by-laws of the Trust is not in default in the performance Fund or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation , other than State securities or warranty is made “blue sky” laws applicable in connection with respect to the Funding Agreement(s) to the extent that the source purchase and distribution of the funds used Securities by the Trust Underwriters pursuant to purchase such Funding Agreement renders such fundsthis Agreement. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust is not in violation of its certificate declaration of trust, if applicabletrust or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust is subject (the "Trust collectively, “Agreements and Instruments"), ”) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Management Agreement, the Administration Sub-Investment Advisory Agreement, the License Custodian Agreement and any other agreement or instrument entered into or issued or the Transfer Agent and Service Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by “Management Agreement,” the Prospectus, (B) “Sub-Advisory Agreement,” “Custodian Agreement” and the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A“Transfer Agency Agreement,” respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust with its obligations under the Program Documents hereunder have been duly authorized by all necessary trust action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Trust Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trust, if applicable, the declaration of trust or by-laws of the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation . As used herein, a “Repayment Event” means any event or warranty is made with respect to condition which gives the Funding Agreement(s) to the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectTrust.

Absence of Defaults and Conflicts. The Trust Fund is not (i) in violation of its certificate declaration of trusttrust or by-laws, if applicableeach as amended from time to time, or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (together with the "Trust declaration of trust and by-laws, the “Agreements and Instruments"”), except except, with respect to (ii) only, for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the IndentureInvestment Management Agreement dated as of [—], 2009, between the Fund and the Investment Adviser (the “Investment Management Agreement”), the NotesAmended and Restated Master Custodian Agreement dated as of February 25, each Funding 2005, and effective as of [—], 2009, between the Fund and State Street Bank and Trust Company (the “Custodian Agreement”) and the Shareholder Transfer Agency and Service Agreement dated as of October 7, 2002, and effective as of [—], 2009, between the Administration Fund and State Street Bank and Trust Company (the “Transfer Agency Agreement, the License Agreement ”) and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all material agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trustthe declaration of trust or by-laws of the Fund, if applicableeach as amended from time to time, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation . As used herein, a “Repayment Event” means any event or warranty is made with respect to condition which gives the Funding Agreement(s) to the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Company is not in violation of its certificate Articles of trust, if applicable, Incorporation or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Company is a party or by which it may be bound bound, or to which any of the property assets, properties or assets operations of the Trust Company is subject (the "Trust collectively, “Agreements and Instruments"”), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the Change. The execution, delivery and performance of this Selling Agent Agreement, each applicable Terms Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust Company in connection with the transactions contemplated by hereby or thereby or in the ProspectusRegistration Statement, (B) the performance of General Disclosure Package and the Trust Agreement (all agreements Prospectus and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the Prospectustherein) and (D) the compliance by the Trust Company with its obligations under the Program Documents hereunder and thereunder have been duly authorized by all necessary Company action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust Company pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate provisions of trust, if applicable, the Trust Agreement and organizational documents or by-laws of the Trust is not in default in the performance Company or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Company or any of its assets, properties or operations; provided that no representation . As used herein, a “Repayment Event” means any event or warranty is made with respect to condition which gives the Funding Agreement(s) to the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectCompany.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate of trust, if applicableCharter or bylaws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Management Agreement, the Administration Agreement, the License Custodian Agreement, the Stock Transfer Agency Agreement and any other agreement or instrument entered into or issued or the Auction Agency Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Management Agreement," the Prospectus, (B) "Administration Agreement," the performance of "Custodian Agreement" the Trust Agreement (all agreements "Stock Transfer Agency Agreement," and instruments referenced in clauses (Athe "Auction Agency Agreement" respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes AMPS and the use of the proceeds therefrom from the sale of the AMPS as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter or bylaws of the Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate declaration of trust, if applicabletrust or bylaws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Management Agreement, the Administration Agreement, the License Custodian Agreement and any other agreement or instrument entered into or issued or the Transfer and Dividend Disbursing Agent and Registrar Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Management Agreement," the Prospectus, (B) "Administration Agreement," the performance of "Custodian Agreement" and the Trust Agreement (all agreements "Transfer and instruments referenced in clauses (ADividend Disbursing Agency and Registrar Agreement," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the declaration of trust or bylaws of the Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate declaration of trust, if applicabletrust or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Management Agreement, the Administration Agreement, the License Custody Agreement, the Stock Transfer Agency Agreement and any other agreement or instrument entered into or issued or the Auction Agency Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Management Agreement," the Prospectus, (B) "Administration Agreement," the performance of "Custody Agreement," and the Trust Agreement (all agreements "Stock Transfer Agency Agreement" and instruments referenced in clauses (Athe "Auction Agency Agreement" respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes AMPS and the use of the proceeds therefrom from the sale of the AMPS as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance performance by the Trust with Fund of its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, violate or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to, the Agreements and Instruments (except for such violations, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the declaration of trust or by-laws of the Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations (except for such violations that would not result in a Material Adverse Effect). As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not (i) in violation of its certificate of trust, if applicablecharter or by-laws, or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the "Trust collectively, “Agreements and Instruments"”) except, with respect to this clause (ii), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, any Terms Agreement, the Indenture, the Notes, each Funding Alternative Distribution Agreement or any Alternative Terms Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in this Agreement, any Terms Agreement, the Prospectus Alternative Distribution Agreement or any Alternative Terms Agreement and in the Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusGeneral Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents thereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust the Investment Advisory Agreement, between the Fund and the Adviser, dated February 23, 2004 (the “Investment Advisory Agreement”), the Custody Agreement, between the Fund and U.S. Bank National Association, dated December 12, 2003 (the “Custody Agreement”), the Stock Transfer Agency Agreement, between the Fund and Computershare Investor Services, LLC, dated December 12, 2003 (the “Stock Transfer Agency Agreement”), the Fund Administration Servicing Agreement, between the Fund and U.S. Bancorp Fund Services, LLC, dated December 12, 2003, as amended October 24, 2007 (the “Fund Administration Servicing Agreement”) and the Fund Accounting Servicing Agreement, between the Fund and U.S. Bancorp Fund Services, LLC, dated September 5, 2006 (the “Fund Accounting Servicing Agreement”, and collectively with the Investment Advisory Agreement, Custody Agreement, Stock Transfer Agency Agreement and the Fund Administration Servicing Agreement, the “Fund Agreements”) and the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trust, if applicable, the Trust Agreement and charter or by-laws of the Trust is not in default in the performance Fund or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase operations (except for such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment violations that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.

Absence of Defaults and Conflicts. The Trust Company is not in violation of its certificate Articles of trustIncorporation, if applicableas amended (the “Charter”), or Bylaws, as amended (the “Bylaws”). The Bank is not in violation of its charter, bylaws or other organizational documents. Neither the Company nor the Bank is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Company or the Bank is a party or by which it or the Bank may be bound bound, or to which any of the property or assets of the Trust Company or the Bank is subject (the "Trust collectively, “Agreements and Instruments")”) except such default that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not not, singly or in the aggregate, reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and therein, and in the Prospectus Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Company with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.any

Absence of Defaults and Conflicts. The Trust Neither the Company nor the Subsidiary is not in violation of its declaration of trust (“Original Declaration of Trust”) or bylaws (“Original Company Bylaws”), in the case of the Company, or its certificate of trustformation, if applicablelimited liability company agreement (the “Subsidiary LLC Agreement”) or bylaws (“Subsidiary Bylaws”), in the case of the Subsidiary, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Company or the Subsidiary is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Company or the Subsidiary is subject (the "Trust collectively, “Agreements and Instruments"”), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Company with its obligations under the Program Documents hereunder have been duly authorized by all necessary trust action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Company or the Subsidiary pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Original Declaration of Trust's certificate of trust, if applicable, the Trust Agreement Original Company Bylaws, the amended and restated declaration of trust of the Trust is not in default in Company, as effective at the performance Closing Time (“Amended Declaration of Trust”), the amended and restated bylaws of the Company, as effective at the Closing Time (“Amended Company Bylaws”), the Subsidiary LLC Agreement, the Subsidiary Bylaws or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Company or the Subsidiary or any of its their assets, properties or operations; provided that no representation . As used herein, a “Repayment Event” means any event or warranty is made with respect to condition which gives the Funding Agreement(s) to the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges Company or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effectthe Subsidiary.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate articles of trust, if applicableincorporation or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound is bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the IndentureManagement Agreement, the Notes, each Funding Sub-Advisory Agreement, the Administration Agreement, the License Custodian Agreement and any other agreement or instrument entered into or issued or the Stock Transfer Agency Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Management Agreement," the Prospectus"Sub-Advisory Agreement, (B) the performance of "Administration Agreement," the Trust Agreement (all agreements "Custodian Agreement" and instruments referenced in clauses (Athe "Transfer Agency Agreement," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the articles of incorporation or by-laws of the Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations (except for such violations that would not result in a Material Adverse Effect). As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Depositor is not in violation of its certificate of trust, if applicable, limited liability company agreement or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan or credit agreement, note, lease or other agreement or instrument Agreement and Instrument with respect to which the Trust is a party or by which it may be bound or to which any of the property or assets of the Trust is subject (the "Trust Agreements and Instruments"), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effectit; and (A) the execution, delivery and performance by the Depositor of the Depositor Agreements, this Selling Agent Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the ProspectusSecurities, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein or therein, in the Preliminary Prospectus or in the Prospectus (including the issuance and sale of the Notes to the Underwriter pursuant to the terms of this Agreement and the use of proceeds therefrom as described under the heading “Use of Proceeds” in the Prospectus) and (D) the compliance by the Trust it with its obligations under the Program Documents hereunder and thereunder have been duly and validly authorized by all necessary action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation a default or default which Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge mortgage, pledge, charge, encumbrance, adverse claim or encumbrance other security interest (collectively, “Liens”) upon any assets, properties of its property or operations of assets pursuant to the Trust pursuant to, any Trust Depositor Agreements or Agreements and InstrumentsInstruments except for Liens permitted by the Basic Documents, nor will such action result in any violation of the Trust's certificate provisions of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance its limited liability company agreement or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Depositor or any of its assets, properties or operations; provided that no representation or warranty is made . As used herein, a “Repayment Event” means, with respect to any Bank Entity, any event or condition which gives the Funding Agreement(s) to the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result of all or a portion of such indebtedness by such Bank Entity and “Agreements and Instruments” means, with respect to any Bank Entity, any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which such Bank Entity is a Trust Material Adverse Effect and in the case party or by which it may be bound, or to which any of clause (2) of this paragraph (viii)its properties, this representation and warranty shall not extend to such lien, charges operations or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effectassets is subject.

Absence of Defaults and Conflicts. The Trust Fund is not (i) in violation of its certificate of trust, if applicablecharter or by-laws, or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the "Trust collectively, “Agreements and Instruments"”) except, with respect to this clause (ii), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, and the Indenture, the Notes, each Funding Alternative Distribution Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in this Agreement and the Prospectus Alternative Distribution Agreement and in the Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusGeneral Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents thereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust the Investment Advisory Agreement, between the Fund and the Adviser, dated September 15, 2009 (the “Investment Advisory Agreement”), the Custody Agreement, between the Fund and U.S. Bank National Association, dated May 25, 2005 (the “Custody Agreement”), the Stock Transfer Agency Agreement, between the Fund and Computershare Investor Services, LLC, dated May 10, 2005, as amended by that certain addendum thereto between the same parties dated as of November 20, 2009 (the “Stock Transfer Agency Agreement”), the Fund Administration Servicing Agreement, between the Fund and U.S. Bancorp Fund Services, LLC, dated May 25, 2005, as amended by that certain addendum thereto between the same parties dated as of October 24, 2007 (the “Fund Administration Servicing Agreement”) and the Fund Accounting Servicing Agreement, between the Fund and U.S. Bancorp Fund Services, LLC, dated September 5, 2006 (the “Fund Accounting Servicing Agreement”, and collectively with the Investment Advisory Agreement, Custody Agreement, Stock Transfer Agency Agreement and the Fund Administration Servicing Agreement, the “Fund Agreements”) and the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trust, if applicable, the Trust Agreement and charter or by-laws of the Trust is not in default in the performance Fund or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase operations (except for such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment violations that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate of trustthe Statement or by-laws, if applicableeach as amended or supplemented to date, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Fund is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the "Trust collectively, “Agreements and Instruments"), ”) except for such violations or defaults (A) that do not involve Offering Agreements (as defined below) and (B) that would not reasonably be expected to not, individually or in the aggregate, result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the IndentureInvestment Advisory Agreement dated as of March 29, 1999 between the Fund and the Adviser, the NotesMutual Fund Custody and Services Agreement dated as of September 10, each Funding 2001 between Fund and The Bank of New York Mellon Corporation and the Transfer Agency and Service Agreement, dated as of January 1, 2011 among the Administration Fund, Computershare Trust Company, N.A. and Computershare Inc., referred to in the Registration Statement (as used herein, individually the “Investment Advisory Agreement, ,” the License Agreement “Custody Agreement” and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with “Transfer Agency Agreement,” respectively and collectively the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A“Offering Agreements”) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in the Prospectus Offering Agreements and in the Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusPreliminary Prospectus and the Prospectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents thereunder have been duly authorized by all necessary trust action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, breaches, defaults or liens, charges or encumbrances that would not, individually or in the aggregate, result in a Material Adverse Effect), nor will such action result in (i) any violation of the Trust's certificate provisions of trust, if applicable, the Trust Agreement and Statement or by-laws of the Trust is not in default in the performance Fund or observance of (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation or warranty is made , except with respect to (ii) only for such violations that would not, individually or in the Funding Agreement(s) to aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of --------------------------------- its certificate of trust, if applicable, charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Fund is a party or by which it or its properties may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Advisory Agreement, the Administration Custody Agreement, the License Auction Agent Agreement and any other agreement or instrument entered into or issued or the Letter of Representations referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Advisory Agreement", the Prospectus, (B) "Custody Agreement," the performance "Auction Agreement" and the "Letter of the Trust Agreement (all agreements and instruments referenced in clauses (ARepresentations," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in this Agreement and in the Prospectus Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents this Agreement have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or default the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust is not in violation of its certificate declaration of trust, if applicabletrust or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Management Agreement, the Administration Sub-Advisory Agreement, the License Custodian Agreement and any other agreement or instrument entered into or issued or the Transfer Agent and Service Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Management Agreement," the Prospectus"Sub-Advisory Agreement", (B) the performance of "Custodian Agreement" and the Trust Agreement (all agreements and instruments referenced in clauses (A"Transfer Agency Agreement," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trust, if applicable, the declaration of trust or by-laws of the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation . As used herein, a "Repayment Event" means any event or warranty is made with respect to condition which gives the Funding Agreement(s) to the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject xxxxxx's behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectTrust.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate of trust, if applicableCharter or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the "Trust collectively, “Agreements and Instruments"), ”) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Management Agreement, the Administration Agreement, the License Sub-Administration Agreement, the Custodian Agreement, the Stock Transfer Agency Agreement and any other agreement or instrument entered into or issued or the Auction Agency Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by “Management Agreement,” the Prospectus, (B) “Administration Agreement,” the performance of “Sub-Administration Agreement,” the Trust Agreement (all agreements “Custodian Agreement,” the “Stock Transfer Agency Agreement” and instruments referenced in clauses (Athe “Auction Agency Agreement,” respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes AMPS and the use of the proceeds therefrom from the sale of the AMPS as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trust, if applicable, the Trust Agreement and Charter or by-laws of the Trust is not in default in the performance Fund or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation . As used herein, a “Repayment Event” means any event or warranty is made with respect to condition which gives the Funding Agreement(s) to the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate of trust, if applicable, charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Fund is a party or by which it or its properties may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the "Trust collectively, “Agreements and Instruments"”), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the IndentureInvestment Advisory and Management Agreement dated as of [ ], 2007 between the Fund and the Investment Adviser (the “Advisory Agreement”), the NotesTransfer Agency Agreement dated as of [ ], each Funding 2007 between the Fund and The Bank of New York (the “Transfer Agency Agreement”), and the Administration Custody Agreement dated as of September 21, 2007, between the Fund and State Street Bank and Trust Company (the “Custody Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A”) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in this Agreement and in the Prospectus Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents this Agreement have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust default or Repayment Event (as defined below) under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust to the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trustthe charter or the by-laws of the Fund, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation operations (collectively, the “Laws” except for such Laws which would not have a Material Adverse Effect). As used herein, a “Repayment Event” means any event or warranty is made with respect to condition which gives the Funding Agreement(s) to the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not (i) in violation of its certificate of trust, if applicablecharter or bylaws, or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the "Trust collectively, “Agreements and Instruments")”) except, except with respect to this clause (ii) for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Advisory Agreement, the Custody Agreement between U.S. Bank National Association (“Custodian”) and the Fund (the “Custodian Agreement”), the Stock Transfer Agency Agreement between Computershare Trust Company, N.A. (the “Transfer Agent”) and the Fund (the “Transfer Agency Agreement”), and the Administration Agreement between U.S. Bancorp Fund Services, LLC (the “Administrator”) and the Fund (the “Administration Agreement”) (this Agreement, the License Investment Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Administration Agreement (all agreements and instruments referenced in clauses (A) and (B) above are being referred to herein collectively as the "Program Documents"), (C“Fundamental Agreements”) and the consummation of the transactions contemplated in the Prospectus Fundamental Agreements, the Plan and in the Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusProspectus and the Time of Sale Prospectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents thereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust the Fundamental Agreements and Instrumentsor the Plan (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trust, if applicable, the Trust Agreement and charter or bylaws of the Trust is not in default in the performance Fund or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase operations (except for such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment violations that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.

Absence of Defaults and Conflicts. The Trust Fund is not in --------------------------------- violation of its certificate declaration of trust, if applicable, trust or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Fund is a party or by which it or its properties may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Advisory Agreement, the Administration Custody Agreement, the License Auction Agent Agreement and any other agreement or instrument entered into or issued or the Letter of Representations referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Advisory Agreement", the Prospectus, (B) "Custody Agreement," the performance "Auction Agreement" and the "Letter of the Trust Agreement (all agreements and instruments referenced in clauses (ARepresentations" respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in this Agreement and in the Prospectus Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents this Agreement have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the declaration of trust or default the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate articles of trust, if applicableincorporation or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the IndentureAdvisory Agreement and the Administration Agreement referred to in the Registration Statement, the Notes, each Funding Custodian Services Agreement, dated as of [ ], 2003 between the Fund and PFPC Trust Company, and the Transfer and Dividend Disbursing Agent and Registrar Agreement, dated as of [ ], 2003 between the Fund and PFPC, Inc., (as used herein, the "Advisory Agreement," the "Administration Agreement, ," the License Agreement "Custodian Services Agreement" and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A"Transfer Agency And Registrar Agreement," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the articles of incorporation or by-laws of the Fund, nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations, except for such violations that would not result in a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate of trust, if applicable, charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Fund is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the "Trust collectively, “Agreements and Instruments"), ”) except for such violations or defaults that do not involve Material Fund Agreements (as defined below) and material instruments that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent AgreementAgreement or the Investment Advisory Agreement dated as of ___ among ___, the IndentureCustodian Agreement dated as of ___ among ___, the NotesRegistrar, each Funding Transfer Agent and Service Agreement dated as of ___ among ___, and the Dividend Reinvestment and Cash Repurchase Plan dated as of ___ (each, a “Material Fund Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A”) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust Agreements and InstrumentsMaterial Fund Agreement (except for such conflicts, breaches, defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trust, if applicable, the Trust Agreement and charter or by-laws of the Trust is not in default in the performance Fund or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment except for violations that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate articles of trustincorporation or by-laws, if applicableeach as amended from time to time, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Management Agreement, the Administration Agreement, the License Custodian Agreement, and the Transfer Agency and Service Agreement referred to in the Registration Statement (as used herein, the "Management Agreement," the "Administration Agreement," the "Custodian Agreement" and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A"Transfer Agency Agreement," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the articles of incorporation or by-laws of the Fund, each as amended from time to time, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate of trust, if applicablecharter or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Advisory Agreement, the Administration Agreement, the License Custodian Agreement and any other agreement or instrument entered into or issued or the Transfer Agency and Service Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, individually the transactions contemplated by "Investment Advisory Agreement," the Prospectus, (B) "Administration Agreement," the performance of "Custodian Agreement" and the Trust Agreement (all agreements "Transfer Agency and instruments referenced in clauses (AService Agreement," respectively and collectively the "Offering Agreements") and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in the Prospectus Offering Agreements and in the Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents thereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, nor will such action result in any violation of the Trust's certificate of trustbreaches or defaults or liens, if applicable, the Trust Agreement and the Trust is not in default in the performance charges or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment encumbrances that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.Material

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate articles of trustincorporation or by-laws, if applicableeach as amended from time to time, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound is bound, or to which any of the property or assets of the Trust Fund is subject (the "Trust collectively, “Agreements and Instruments"), ”) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the IndentureInvestment Management Agreement dated as of [•], 2007 between the Fund and the Investment Manager, the NotesInvestment Advisory Agreement dated as of [•], each Funding Agreement2007 between the Investment Adviser and the Investment Manager, the Administration AgreementServices Agreement dated as of [•], 2007 between the Fund and the Deutsche Investment Management Americas Inc., the License Custodian Agreement dated as of [•], 2007 between the Fund and any other agreement or instrument entered into or issued or Bxxxx Brothers Hxxxxxxx & Co. and the Transfer Agency and Service Agreement dated as of [•], 2007 between the Fund and DWS Sxxxxxx Investments Service Company referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by “Management Agreement,” the Prospectus, (B) “Advisory Agreement,” “the performance of “Administration Agreement,” the Trust Agreement (all agreements “Custodian Agreement” and instruments referenced in clauses (Athe “Transfer Agency Agreement,” respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trustthe articles of incorporation or by-laws of the Fund, if applicableeach as amended from time to time, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation . As used herein, a “Repayment Event” means any event or warranty is made with respect to condition which gives the Funding Agreement(s) to the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust is not in violation of its certificate declaration of trust, if applicabletrust or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Management Agreement, the Administration Sub-Advisory Agreement, the License Custodian Agreement and any other agreement or instrument entered into or issued or the Transfer Agent and Service Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Management Agreement," the Prospectus"Sub-Advisory Agreement", (B) the performance of "Custodian Agreement" and the Trust Agreement (all agreements and instruments referenced in clauses (A"Transfer Agency Agreement," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust with its obligations under the Program Documents hereunder have been duly authorized by all necessary action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Trust pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Trust Material Adverse Effect), nor will such action result in any violation of the provisions of the declaration of trust or by-laws of the Trust or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate articles of trust, if applicableincorporation or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the "Trust collectively, “Agreements and Instruments"), ”) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Management Agreement, the Sub-Administration Agreement, the License Custodian Agreement and any other agreement or instrument entered into or issued or the Stock Transfer Agency Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by “Management Agreement,” the Prospectus, (B) “Sub-Administration Agreement,” the performance of “Custodian Agreement” and the Trust Agreement (all agreements and instruments referenced in clauses (A“Stock Transfer Agency Agreement,” respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trust, if applicable, the Trust Agreement and articles of incorporation or by-laws of the Trust is not in default in the performance Fund or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation . As used herein, a “Repayment Event” means any event or warranty is made with respect to condition which gives the Funding Agreement(s) to the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate of trust, if applicableCharter or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Management Agreement, the Administration Custodian Agreement, the License Transfer Agent and Service Agreement and any other agreement or instrument entered into or issued or the Auction Agency Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Management Agreement," the Prospectus"Custodian Agreement", (B) the performance of "Transfer Agency Agreement" and the Trust Agreement (all agreements and instruments referenced in clauses (A"Auction Agency Agreement," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes AMPS and the use of the proceeds therefrom from the sale of the AMPS as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Declaration or by-laws of the Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate of trust, if applicablecharter or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the "Trust Agreements and Instruments")collectively, “AGREEMENTS AND INSTRUMENTS”) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in this Agreement and in the Prospectus Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusGeneral Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents thereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant toto the Investment Advisory Agreement, any Trust the Custody Agreement, the Stock Transfer Agency Agreement, the Fund Administration Servicing Agreement and the Fund Accounting Servicing Agreement referred to in the Registration Statement (as used herein, individually the “Investment Advisory Agreement,” the “Custody Agreement,” the “Stock Transfer Agency Agreement,” the “Fund Administration Servicing Agreement,” and the “Fund Accounting Servicing Agreement,” respectively and collectively the “FUND AGREEMENTS”) and the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trust, if applicable, the Trust Agreement and charter or by-laws of the Trust is not in default in the performance Fund or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase operations (except for such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment violations that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.). As used herein, a

Absence of Defaults and Conflicts. The Trust is not in violation of its certificate of trust, if applicable, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan or credit agreement, note, lease or other agreement or instrument to which the Trust is a party or by which it may be bound or to which any of the property or assets of the Trust is subject (the "Trust Agreements and Instruments"), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the The execution, delivery and performance of this Selling Agent the Distribution Agreement, the Indenture, the Notes, each the Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the issuance of the Notes and the transactions contemplated by the Prospectusthereby, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program DocumentsISSUANCE DOCUMENTS"), (C) the consummation of the transactions contemplated in the Time of Sale Prospectus (including the issuance and sale of the Notes and the use of proceeds therefrom as described in the Time of Sale Prospectus) and (D) the compliance by the Trust with its obligations under the Program Documents Issuance Documents, do not and will not constitute a breach, violation or default which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust underTrust, or (2) result results in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any contract, indenture, mortgage, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Agreements and Instrumentsis a party or by which it may be bound Hartford Life Global Funding Trust 2006-033 Omnibus Instrument 23 or to which any of the property or assets of the Trust is subject, nor will such action result in any violation of the Trust's certificate Certificate of trust, if applicable, Trust or the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided PROVIDED, that no representation or warranty is made with respect to compliance with law of the Funding Agreement(s) Agreement to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amendedamended (the "USA PATRIOT ACT"); PROVIDED, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further FURTHER that in the case of clause (1) of this paragraph (viii)Section 1.2.4, this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii)Section 1.2.4, this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate of trust, if applicable, the Articles or the Fund's by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding AgreementInvestment Co-Advisory Agreement with BIA and with SIA, the Administration Agreement, the License Custodian Agreement, the Investment Company Service Agreement and any other agreement or instrument entered into or issued or the Auction Agency Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Advisory Agreements," the Prospectus, (B) "Administration Agreement," the performance of "Custodian Agreement," the Trust Agreement (all agreements "Transfer Agency Agreement" and instruments referenced in clauses (Athe "Auction Agency Agreement," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes AMPS and the use of the proceeds therefrom from the sale of the AMPS as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Articles or the Fund's by-laws, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations, except for such violations that would not have a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate of trust, if applicable, charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Fund is a party or by which it or its properties may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the "Trust collectively, “Agreements and Instruments"”), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the IndentureInvestment Advisory and Management Agreement dated as of [•], 2006 between the Fund and the Investment Adviser (the “Advisory Agreement”), the NotesTransfer Agency Agreement dated as of March 8, each Funding 2006 between the Fund and The Bank of New York (the “Transfer Agency Agreement”), and the Administration Custody Agreement dated as of September 21, 2001, as amended as of April [•], 2006, between the Fund and State Street Bank and Trust Company (the “Custody Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A”) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in this Agreement and in the Prospectus Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents this Agreement have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust default or Repayment Event (as defined below) under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust to the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trustthe charter or the by-laws of the Fund, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation operations (collectively, the “Laws” except for such Laws which would not have a Material Adverse Effect). As used herein, a “Repayment Event” means any event or warranty is made with respect to condition which gives the Funding Agreement(s) to the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate agreement and declaration of trusttrust or by-laws, if applicableeach as amended from time to time, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Advisory Agreement, the Administration Agreement, the License Custodian Agreement, the Transfer Agency and Service Agreement and any [other agreement or instrument entered into or issued or applicable material agreements] referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Advisory Agreement," the Prospectus, (B) "Administration Agreement," the performance of "Custodian Agreement" and the Trust Agreement (all agreements and instruments referenced in clauses (A"Transfer Agency Agreement," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the agreement and declaration of trust or by-laws of the Fund, each as amended from time to time, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate of trustthe Statement or by-laws, if applicableeach as amended or supplemented to date, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Fund is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the "Trust collectively, “Agreements and Instruments"), ”) except for such violations or defaults (A) that do not involve Offering Agreements (as defined below) and (B) that would not reasonably be expected to not, individually or in the aggregate, result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the IndentureInvestment Advisory Agreement dated as of June 14, 2007, the NotesMutual Fund Custody and Services Agreement dated as of June 29, each Funding 2007 and the Transfer Agency and Service Agreement dated as of January 1, 2011 referred to in the Registration Statement (as used herein, individually the “Investment Advisory Agreement, ,” the Administration “Custody Agreement, ,” and the License Agreement “Transfer Agency Agreement,” respectively and any other agreement or instrument entered into or issued or to be entered into or issued by collectively the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A“Offering Agreements”) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in the Prospectus Offering Agreements and in the Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusPreliminary Prospectus and the Prospectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents thereunder have been duly authorized by all necessary trust action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust the Offering Agreements and Instruments(except for such conflicts, breaches, defaults or liens, charges or encumbrances that would not, individually or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trust, if applicable, the Trust Agreement and Statement or by-laws of the Trust is not in default in the performance Fund or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided , except for such violations that no representation would not, individually or warranty is made with respect to in the Funding Agreement(s) to aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate agreement and declaration of trusttrust or by-laws, if applicableeach as amended from time to time, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Management Agreement, the Administration Administrative Services Agreement, the License Custodian Agreement and any other agreement or instrument entered into or issued or the Transfer Agency and Service Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Investment Management Agreement," the Prospectus, (B) "Administrative Services Agreement," the performance of "Custodian Agreement" and the Trust Agreement (all agreements "Transfer Agency and instruments referenced in clauses (AService Agreement," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the agreement and declaration of trust or by-laws of the Fund, each as amended from time to time, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations, other than State securities or "blue sky" laws applicable in connection with the purchase and distribution of the Securities by the Underwriters pursuant to this Agreement and except for violations that would not result in a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate of trust, if applicable, charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Fund is a party or by which it or its properties may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the "Trust collectively, “Agreements and Instruments"”), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the IndentureInvestment Advisory and Management Agreement dated as of [ ], 2007 between the Fund and the Investment Adviser (the “Advisory Agreement”), the NotesTransfer Agency Agreement dated as of [ ], each Funding 2007 between the Fund and The Bank of New York (the “Transfer Agency Agreement”), and the Administration Custody Agreement dated as of September 21, 2001, as amended as of January 24, 2007, between the Fund and State Street Bank and Trust Company (the “Custody Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A”) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in this Agreement and in the Prospectus Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents this Agreement have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust default or Repayment Event (as defined below) under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust to the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trustthe charter or the by-laws of the Fund, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation operations (collectively, the “Laws” except for such Laws which would not have a Material Adverse Effect). As used herein, a “Repayment Event” means any event or warranty is made with respect to condition which gives the Funding Agreement(s) to the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation --------------------------------- of its certificate declaration of trust, if applicable, trust or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Fund is a party or by which it or its properties may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the IndentureInvestment Advisory Agreement and the Custody Agreement referred to in the Registration Statement (as used herein, the Notes, each Funding "Advisory Agreement, " and the Administration "Custody Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in this Agreement and in the Prospectus Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents this Agreement have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the declaration of trust or default the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not (i) in violation of its certificate of trust, if applicablecharter or by-laws, or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the "Trust collectively, “Agreements and Instruments"”) except, with respect to this clause (ii), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, and the Indenture, the Notes, each Funding Alternative Distribution Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in this Agreement and the Prospectus Alternative Distribution Agreement and in the Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusGeneral Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents thereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust the Investment Advisory Agreement, between the Fund and the Adviser, dated May 1, 2005, and if approved by shareholders of the Fund at the special meeting of shareholders currently scheduled for September 11, 2009 (as described in the Fund’s proxy statement to shareholders dated July 10, 2009) the new investment advisor agreement (the “New Investment Advisor Agreement”) between the Fund and the Adviser (together with the current Investment Advisory Agreement, the “Investment Advisory Agreement”), the Custody Agreement, between the Fund and U.S. Bank National Association, dated May 31, 2005 (the “Custody Agreement”), the Stock Transfer Agency Agreement, between the Fund and Computershare Investor Services, LLC, dated May 10, 2005 (the “Stock Transfer Agency Agreement”), the Fund Administration Servicing Agreement, between the Fund and U.S. Bancorp Fund Services, LLC, dated May 31, 2005 (the “Fund Administration Servicing Agreement”) and the Fund Accounting Servicing Agreement, between the Fund and U.S. Bancorp Fund Services, LLC, dated May 31, 2005 (the “Fund Accounting Servicing Agreement”, and collectively with the Investment Advisory Agreement, Custody Agreement, Stock Transfer Agency Agreement and the Fund Administration Servicing Agreement, the “Fund Agreements”) and the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trust, if applicable, the Trust Agreement and charter or by-laws of the Trust is not in default in the performance Fund or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase operations (except for such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment violations that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of the Statement or by-laws, each as amended or supplemented to date, and none of its certificate subsidiaries is in violation of trust, if applicable, or any of its organizational documents. None of the Fund nor any of its subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust Fund or any of its subsidiaries is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund or any of its subsidiaries is subject (the "Trust collectively, “Agreements and Instruments"), ”) except for such violations or defaults (A) that do not involve Offering Agreements (as defined below) and (B) that would not reasonably be expected to not, individually or in the aggregate, result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the IndentureInvestment Advisory Agreement dated as of September 1, 2017 between the Fund and the Adviser, the NotesMaster Custodian Agreement dated as of October 3, each Funding Agreement2018 between the Fund, by amended appendix, and Bank of New York Mellon, the Master Sub-Administration Agreement dated as of July 19, 2018 between SEI Investments Global Funds Services, NexPoint Advisors, L.P. and the Adviser and the Transfer Agency and Registrar Services Agreement dated as of November 3, 2017 between the Fund and American Stock Transfer & Trust Company, LLC, referred to in the Registration Statement (as used herein, individually the “Investment Advisory Agreement,” the “Sub-Administration Agreement, ,” the License Agreement “Custody Agreement,” and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with “Transfer Agency Agreement,” respectively and collectively the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A“Offering Agreements”) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in the Prospectus Offering Agreements and in the Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusPreliminary Prospectus and the Prospectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund and each of its subsidiaries with its obligations under the Program Documents thereunder have been duly authorized by all necessary trust action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund or any of its subsidiaries pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, breaches, defaults or liens, charges or encumbrances that would not, individually or in the aggregate, result in a Material Adverse Effect), nor will such action result in (i) any violation of the Trust's certificate provisions of trust, if applicable, the Trust Agreement and Statement or by-laws of the Trust is not in default in the performance Fund or observance any organizational documents of any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or Fund, any of its subsidiaries, assets, properties or operations; provided that no representation or warranty is made , except with respect to (ii) only for such violations that would not, individually or in the Funding Agreement(s) to aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances Fund or any violations or defaults that would not result in a Trust Material Adverse Effectof its subsidiaries.

Absence of Defaults and Conflicts. The Trust is Issuer and the Subsidiaries are not (i) in violation of its certificate of trust, if applicable, their respective charters or by-laws or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan or credit agreement, note, lease or other material agreement or instrument to which the Trust is Issuer or the Subsidiaries are a party or by which it may be bound they are bound, or to which any of the property or assets of the Trust is Issuer or the Subsidiaries are subject (the "Trust collectively, “Agreements and Instruments"”), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the . The execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in the Prospectus herein (including the issuance and sale of the Notes Shares, Warrants and Placement Agent Warrants and the use of the proceeds therefrom from the sale of the Shares, Warrants and Placement Agent Warrants as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Issuer with its obligations under hereunder have been duly authorized by all necessary corporate action by the Program Documents Issuer and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Issuer or the Subsidiaries pursuant to, any Trust the Agreements and Instruments, nor will such action result in any violation of the Trust's certificate provisions of trustthe charter or by-laws of the Issuer or the Subsidiaries, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Issuer or the Subsidiaries, or any of its their respective assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate articles of trustincorporation or by-laws, if applicableeach as amended from time to time, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the "Trust collectively, “Agreements and Instruments"), ”) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Advisory Agreement, the Administration Agreement, the License Custodian Agreement, the Transfer Agency and Service Agreement and any other agreement or instrument entered into or issued or applicable material agreements referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by “Investment Advisory Agreement,” the Prospectus, (B) “Administration Agreement,” the performance of “Custodian Agreement” and the Trust Agreement (all agreements and instruments referenced in clauses (A“Transfer Agency Agreement,” respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trustthe articles of incorporation or by-laws of the Fund, if applicableeach as amended from time to time, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation . As used herein, a “Repayment Event” means any event or warranty is made with respect to condition which gives the Funding Agreement(s) to the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust is not in violation of its certificate declaration of trust, if applicabletrust or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust is subject (the "Trust collectively, “Agreements and Instruments"), ”) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Management Agreement, the Administration Sub-Advisory Agreement, the License Custodian Agreement and any other agreement or instrument entered into or issued or the Transfer Agent and Service Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by “Management Agreement,” the Prospectus“Sub-Advisory Agreement”, (B) the performance of “Custodian Agreement” and the Trust Agreement (all agreements and instruments referenced in clauses (A“Transfer Agency Agreement,” respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust with its obligations under the Program Documents hereunder have been duly authorized by all necessary trust action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Trust Material Adverse Effect), nor will such action result in any violation of the Trust's certificate provisions of trust, if applicable, the declaration of trust or by-laws of the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation . As used herein, a “Repayment Event” means any event or warranty is made with respect to condition which gives the Funding Agreement(s) to the extent that the source holder of the funds used by the Trust to purchase such Funding Agreement renders such fundsany note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectTrust.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate of trust, if applicablecharter or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Advisory Agreement, the Administration Agreement, the License Custodian Agreement and any other agreement or instrument entered into or issued or the Transfer Agency and Service Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, individually the transactions contemplated by "Investment Advisory Agreement," the Prospectus, (B) "Administration Agreement," the performance of "Custodian Agreement" and the Trust Agreement (all agreements "Transfer Agency" and instruments referenced in clauses (A"Service Agreement," respectively and collectively the "Offering Agreements") and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated in the Prospectus Offering Agreements and in the Registration Statement (including the issuance and sale of the Notes Shares and the use of the proceeds therefrom from the sale of the Shares as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents thereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations (except for such violations that would not result in a Material Adverse Effect). As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust is not in violation of its certificate declaration of trust, if applicabletrust or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Management Agreement, the Administration Agreement, the License Custody Agreement and any other agreement or instrument entered into or issued or the Stocks Transfer Agency Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Management Agreement," the Prospectus"Administration Agreement", (B) the performance of "Custody Agreement" and the Trust Agreement (all agreements and instruments referenced in clauses (A"Stocks Transfer Agency Agreement," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance performance by the Trust with of its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, violate or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Trust pursuant to, the Agreements and Instruments (except for such violations, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the declaration of trust or by-laws of the Trust or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations (except for such violations that would not result in a Material Adverse Effect). As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate agreement and declaration of trusttrust or by-laws, if applicableeach as amended from time to time, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Management Agreement, the Administration Administrative Services Agreement, the License Custodian Agreement and any other agreement or instrument entered into or issued or the Transfer Agency and Service Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Management Agreement," the Prospectus, (B) "Administrative Services Agreement," the performance of "Custodian Agreement" and the Trust Agreement (all agreements and instruments referenced in clauses (A"Transfer Agency Agreement," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation (except for such violations that will not result in a Material Adverse Effect) of the provisions of the agreement and declaration of trust or by-laws of the Fund, each as amended from time to time, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations, other than State securities or "blue sky" laws applicable in connection with the purchase and distribution of the Securities by the Underwriters pursuant to this Agreement. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust None of the Company, the Operating Partnership or any of the Subsidiaries is not in violation of (i) its certificate of trust, if applicable, respective Organizational Documents or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document, indentureexcept, mortgage, loan or credit agreement, note, lease or other agreement or instrument solely as to which the Trust is a party or by which it may be bound or to which any of the property or assets of the Trust is subject clause (the "Trust Agreements and Instruments"ii), except (a) as disclosed in the Registration Statement and the Prospectus or (b) for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the . The execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Notes Securities and the use of proceeds therefrom the Net Proceeds from the sale of the Securities as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Company and the Operating Partnership with its their respective obligations under the Program Documents this Agreement have been or will be duly authorized by all necessary action (corporate or other) and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance Lien upon any assets, properties property or operations assets of the Trust Company, the Operating Partnership or any of the Subsidiaries pursuant to, any Trust Agreements Company Documents, except as disclosed in the Registration Statement and Instrumentsthe Prospectus and except for such conflicts, breaches, defaults, Repayment Events or Liens that would not result in a Material Adverse Effect or which would not reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, nor will such action result in any violation of the Trust's certificate provisions of trust, if applicable(i) the Organizational Documents of the Company, the Trust Agreement and Operating Partnership or any of the Trust is not in default in the performance Subsidiaries or observance of (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Company, the Operating Partnership or any the Subsidiaries or any of its their respective assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such fundsexcept, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viiiii), this representation (a) as disclosed in the Registration Statements and warranty shall not extend to the Prospectus and (b) for such repurchase, redemption or repayment violations that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii)Effect, this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result reasonably be expected to materially and adversely affect the properties or assets thereof that, individually or in the aggregate are material to the Company and its subsidiaries, taken as a Trust Material Adverse Effectwhole, or that would not materially and adversely affect the consummation of the transactions contemplated in this Agreement.

Absence of Defaults and Conflicts. The Trust is not in violation of its certificate of trust, if applicable, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan or credit agreement, note, lease or other agreement or instrument to which the Trust is a party or by which it may be bound or to which any of the property or assets of the Trust is subject (the "“Trust Agreements and Instruments"”), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this the Selling Agent Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Time of Sale Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "“Program Documents"”), (C) the consummation of the transactions contemplated in the Time of Sale Prospectus (including the issuance and sale of the Notes and the use of proceeds therefrom as described in the Time of Sale Prospectus) and (D) the compliance by the Trust with its obligations under the Program Documents do not and will not constitute a breach, violation or default which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's ’s certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot PATRIOT Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viiiiv), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viiiiv), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate agreement and declaration of trust, if applicabletrust or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the collectively, "Trust Agreements and Instruments"), ) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Investment Management Agreement, the Administration Portfolio Management Agreement, the License Custodian Agreement and any other agreement or instrument entered into or issued or the Transfer Agency Services Agreement referred to be entered into or issued by in the Trust in connection with Registration Statement (as used herein, the transactions contemplated by "Investment Management Agreement," the Prospectus, (B) "Portfolio Management Agreement," the performance of "Custodian Agreement" and the Trust Agreement (all agreements and instruments referenced in clauses (A"Transfer Agency Services Agreement," respectively) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes Securities and the use of the proceeds therefrom from the sale of the Securities as described in the ProspectusProspectus under the caption "Use of Proceeds") and (D) the compliance by the Trust Fund with its obligations under the Program Documents hereunder have been duly authorized by all necessary corporate action and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the agreement and declaration of trust or by-laws of the Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations, other than State securities or "blue sky" laws applicable in connection with the purchase and distribution of the Securities by the Underwriters pursuant to this Agreement. As used herein, a "Repayment Event" means any event or condition which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.

Absence of Defaults and Conflicts. The Trust Fund is not in violation of its certificate the Agreement and Declaration of trustTrust or by-laws of the Fund, if applicableeach as amended from time to time, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Trust it is a party or by which it may be bound bound, or to which any of the property or assets of the Trust Fund is subject (the "Trust collectively, “Agreements and Instruments"), ”) except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution, delivery and performance of this Selling Agent Agreement, the IndentureInvestment Advisory Agreement dated as of May 24, 2007 between the Fund and the Investment Adviser (the “Investment Advisory Agreement”), the NotesInvestment Management Agreement dated as of May 24, each Funding Agreement2007 among the Fund, the Administration Investment Adviser and the Investment Manager (the “Investment Management Agreement”), the License Custodian Contract dated as of May 24, 2007 between the Fund and The Bank of New York (the “Custody Agreement”), the Auction Agency Agreement between the Fund and any other agreement or instrument entered into or issued or to be entered into or issued by The Bank of New York, dated September [ ], 2007 and the Trust in connection with Stock Transfer Agency Agreement dated as of May 24, 2007 between the transactions contemplated by Fund and The Bank of New York (the Prospectus, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A“Stock Transfer Agency Agreement”) and (B) above are referred to herein as the "Program Documents"), (C) the consummation of the transactions contemplated herein and in the Prospectus Registration Statement (including the issuance and sale of the Notes AMPS and the use of the proceeds therefrom from the sale of the AMPS as described in the ProspectusProspectus under the caption “Use of Proceeds”) and (D) the compliance by the Trust Fund with its obligations hereunder have been duly authorized by all necessary action under the Program Documents Delaware Statutory Trust Act (the “Delaware Act”) and do not and will not not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breachbreach of, violation or default which or Repayment Event (1as defined below) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties property or operations assets of the Trust Fund pursuant to, any Trust the Agreements and InstrumentsInstruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation (except for such violations that will not result in a Material Adverse Effect) of the Trust's certificate provisions of trust, if applicable, the Trust Agreement and Declaration of Trust or by-laws of the Trust is not in default in the performance Fund, each as amended from time to time, or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust Fund or any of its assets, properties or operations; provided that no representation , other than State securities or warranty is made “blue sky” laws applicable in connection with respect to the Funding Agreement(s) to the extent that the source purchase and distribution of the funds used AMPS by the Trust Underwriters pursuant to purchase such Funding Agreement renders such fundsthis Agreement. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any property or investment acquired with person acting on such funds, subject holder’s behalf) the right to governmental seizure or other penalty under require the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in of all or a Trust Material Adverse Effect and in portion of such indebtedness by the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse EffectFund.