Common use of Agreements of the Trust Clause in Contracts

Agreements of the Trust. The Trust agrees with SBI that: (a) The Trust will use its best efforts to cause the Trust Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the DECS, the Trust will not file any amendment of the Trust Registration Statement or supplement to the Trust Prospectus without SBI's prior consent. Subject to the foregoing sentence, if the Trust Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Trust Prospectus is otherwise required under Rule 424(b), the Trust will cause the Trust Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to SBI of such timely filing. The Trust will promptly advise SBI (i) when the Trust Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (ii) when the Trust Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (iii) when, prior to termination of the offering of the DECS, any amendment to the Trust Registration Statement shall have been filed or become effective, (iv) of any request by the Commission for any amendment of the Trust Registration Statement or supplement to the Trust Prospectus or for any additional information, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Trust Registration Statement or the institution or threatening of any proceeding for that purpose and (vi) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the DECS for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the DECS is required to be delivered under the Act, any event occurs as a result of which the Trust Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Trust Registration Statement or supplement the Trust Prospectus to comply with the Act or the rules thereunder, the Trust promptly will prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 7, an amendment or supplement which will correct such statement or omission or effect such compliance. (c) The Trust will furnish to SBI and counsel for SBI, without charge, copies of the Trust Registration Statement (including exhibits thereto). The Trust will furnish to SBI not later than (i) 6:00 PM, New York City time, on the date of determination of the public offering price of the DECS, if such determination occurred at or prior to 12:00 Noon, New York City time, on such date or (ii) 6:00 PM, New York City time, on the business day following the date on which the public offering price was determined, if such determination occurred after 12:00 Noon, New York City time, on such date, as many copies of each Preliminary Trust Prospectus, the Trust Prospectus and any supplement thereto as SBI may reasonably request; further, so long as delivery of a prospectus by SBI or any dealer may be required by the Act, as many copies of each Preliminary Trust Prospectus and the Trust Prospectus and any supplement thereto as SBI may reasonably request. (d) The Trust will arrange for the qualification of the DECS and the Shares for sale under the laws of such jurisdictions as SBI may designate and will maintain such qualifications in effect so long as required for the distribution of the DECS and will pay the fee of NASD Regulation, Inc. (the "NASD") in connection with its review, if any, of the Trust Registration Statement and the offering of the DECS.

Agreements of the Trust. The Trust agrees with SBI the several Underwriters that: (a) The Trust will use its best efforts to cause the Trust Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the DECS, the Trust will not file any amendment of the Trust Registration Statement or supplement to the Trust Prospectus without SBI's or any Rule 462(b) Trust Registration Statement unless the Trust has furnished you a copy for your review prior consentto filing and will not file any such proposed amendment or supplement to which you object. Subject to the foregoing sentence, if the Trust Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Trust Prospectus is otherwise required under Rule 424(b), the Trust will cause the Trust Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to SBI the Representatives of such timely filing. The Trust will promptly advise SBI the Representatives (i1) when the Trust Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (ii2) when the Trust Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b)) or when any Rule 462(b) Trust Registration Statement shall have been filed with the Commission, (iii3) when, prior to termination of the offering of the DECS, any amendment to the Trust Registration Statement or any Rule 462(b) Trust Registration Statement, shall have been filed or become effective, (iv4) of any request by the Commission or its staff for any amendment of the Trust Registration Statement Statement, or any Rule 462(b) Trust Registration Statement, or for any supplement to the Trust Prospectus or for any additional information, (v5) of the issuance by the Commission of any stop order suspending the effectiveness of the Trust Registration Statement or the institution or threatening of any proceeding for that purpose and (vi6) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the DECS for sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the DECS is required to be delivered under the Act, any event occurs as a result of which the Trust Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Trust Registration Statement or supplement the Trust Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Trust promptly will (1) notify the Representatives of any such event, (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 7, an amendment or supplement which will correct such statement or omission or effect such compliancecompliance and (3) supply any supplemental Trust Prospectus to you in such quantities as you may reasonably request. (c) The Trust will furnish to SBI the Representatives and counsel for SBIthe Underwriters, without charge, signed copies of the Trust Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Trust Registration Statement (without exhibits thereto). The Trust will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Trust Registration Statement (including exhibits thereto). The Trust will furnish to SBI the Underwriters not later than (i) 6:00 PM12:00 P.M., New York City time, on the Business Day immediately following the date of determination of the public offering price of the DECS, if such determination occurred at or prior to 12:00 Noonnoon, New York City time, on such date or (ii) 6:00 PM9:00 A.M., New York City time, on the business day second Business Day immediately following the date on which the public offering price was determined, if such determination occurred after 12:00 Noonnoon, New York City time, on such date, as many copies of each Preliminary Trust Prospectus, the Trust Prospectus and any supplement thereto as SBI the Representatives may reasonably request; further, so long as delivery of a prospectus by SBI an Underwriter or any dealer may be required by the Act, as many copies of each Preliminary Trust Prospectus and the Trust Prospectus and any supplement thereto as SBI the Representatives may reasonably request. (d) The Trust will arrange arrange, if necessary, for the qualification of the DECS and the Shares for sale under the laws of such jurisdictions as SBI the Representatives may designate and designate, will maintain such qualifications in effect so long as required for the distribution of the 17 DECS and will pay the any fee of NASD Regulationthe National Association of Securities Dealers, Inc. (the "NASD") ), in connection with its review, if any, of the Trust Registration Statement and the offering of the DECS.

Agreements of the Trust. The Trust agrees with SBI the several Underwriters that: (a) The Trust will use its best efforts to cause the Trust Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the DECS, the Trust will not file any amendment of the Trust Registration Statement or supplement to the Trust Prospectus without SBI's or any Rule 462(b) Trust Registration Statement unless the Trust has furnished you a copy for your review prior consentto filing and will not file any such proposed amendment or supplement to which you object. Subject to the foregoing sentence, if the Trust Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Trust Prospectus is otherwise required under Rule 424(b), the Trust will cause the Trust Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to SBI the Representatives of such timely filing. The Trust will promptly advise SBI the Representatives (i1) when the Trust Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (ii2) when the Trust Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b)) or when any Rule 462(b) Trust Registration Statement shall have been filed with the Commission, (iii3) when, prior to termination of the offering of the DECS, any amendment to the Trust Registration Statement or any Rule 462(b) Trust Registration Statement, shall have been filed or become effective, (iv4) of any request by the Commission or its staff for any amendment of the Trust Registration Statement Statement, or any Rule 462(b) Trust Registration Statement, or for any supplement to the Trust Prospectus or for any additional information, (v5) of the issuance by the Commission of any stop order suspending the effectiveness of the Trust Registration Statement or the institution or threatening of any proceeding for that purpose and (vi6) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the DECS for sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the DECS is required to be delivered under the Act, any event occurs as a result of which the Trust Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Trust Registration Statement or supplement the Trust Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Trust promptly will (1) notify the Representatives of any such event, (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 7, an amendment or supplement which will correct such statement or omission or effect such compliancecompliance and (3) supply any supplemental Trust Prospectus to you in such quantities as you may reasonably request. (c) The Trust will furnish to SBI the Representatives and counsel for SBIthe Underwriters, without charge, signed copies of the Trust Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Trust Registration Statement (without exhibits thereto). The Trust will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Trust Registration Statement (including exhibits thereto). The Trust will furnish to SBI the Underwriters not later than (i) 6:00 PM12:00 P.M., New York City time, on the Business Day immediately following the date of determination of the public offering price of the DECS, if such determination occurred at or prior to 12:00 Noonnoon, New York City time, on such date or (ii) 6:00 PM9:00 A.M., New York City time, on the business day second Business Day immediately following the date on which the public offering price was determined, if such determination occurred after 12:00 Noonnoon, New York City time, on such date, as many copies of each Preliminary Trust Prospectus, the Trust Prospectus and any supplement thereto as SBI the Representatives may reasonably request; further, so long as delivery of a prospectus by SBI an Underwriter or any dealer may be required by the Act, as many copies of each Preliminary Trust Prospectus and the Trust Prospectus and any supplement thereto as SBI the Representatives may reasonably request. (d) The Trust will arrange arrange, if necessary, for the qualification of the DECS and the Shares for sale under the laws of such jurisdictions as SBI the Representatives may designate and designate, will maintain such qualifications in effect so long as required for the distribution of the DECS and will pay the any fee of NASD Regulationthe National Association of Securities Dealers, Inc. (the "NASD") ), in connection with its review, if any, of the Trust Registration Statement and the offering of the DECS.

Agreements of the Trust. The Trust agrees with SBI the several Underwriters that: (a) The Trust will use its best efforts to cause the Trust Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the DECS, the Trust will not file any amendment of the Trust Registration Statement or supplement to the Trust Prospectus without SBI's or any Rule 462(b) Trust Registration Statement unless the Trust has furnished you a copy for your review prior consentto filing and will not file any such proposed amendment or supplement to which you object. Subject to the foregoing sentence, if the Trust Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Trust Prospectus is otherwise required under Rule 424(b), the Trust will cause the Trust Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to SBI the Representatives of such timely filing. The Trust will promptly advise SBI the Representatives (i1) when the Trust Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (ii2) when the Trust Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b)) or when any Rule 462(b) Trust Registration Statement shall have been filed with the Commission, (iii3) when, prior to termination of the offering of the DECS, any amendment to the Trust Registration Statement or any Rule 462(b) Trust Registration Statement, shall have been filed or become effective, (iv4) of any request by the Commission or its staff for any amendment of the Trust Registration Statement Statement, or any Rule 462(b) Trust Registration Statement, or for any supplement to the Trust Prospectus or for any additional information, (v5) of the issuance by the Commission of any stop order suspending the effectiveness of the Trust Registration Statement or the institution or threatening of any proceeding for that purpose and (vi6) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the DECS for sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the DECS is required to be delivered under the Act, any event occurs as a result of which the Trust Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Trust Registration Statement or supplement the Trust Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Trust promptly will (1) notify the Representatives of any such event, (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 7, an amendment or supplement which will correct such statement or omission or effect such compliancecompliance and (3) supply any supplemental Trust Prospectus to you in such quantities as you may reasonably request. (c) The Trust will furnish to SBI the Representatives and counsel for SBIthe Underwriters, without charge, signed copies of the Trust Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Trust Registration Statement (without exhibits thereto). The Trust will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Trust Registration Statement (including exhibits thereto). The Trust will furnish to SBI the Underwriters not later than (i) 6:00 PM12:00 P.M., New York City time, on the Business Day immediately following the date of determination of the public offering price of the DECS, if such determination occurred at or prior to 12:00 Noonnoon, New York City time, on such date or (ii) 6:00 PM, 9:00 A.M. New York City time, on the business day second Business Day immediately following the date on which the public offering price was determined, if such determination occurred after 12:00 Noonnoon, New York City time, on such date, as many copies of each Preliminary Trust Prospectus, the Trust Prospectus and any supplement thereto as SBI the Representatives may reasonably request; further, so long as delivery of a prospectus by SBI an Underwriter or any dealer may be required by the Act, as many copies of each Preliminary Trust Prospectus and the Trust Prospectus and any supplement thereto as SBI the Representatives may reasonably request. (d) The Trust will arrange arrange, if necessary, for the qualification of the DECS and the Shares for sale under the laws of such jurisdictions as SBI the Representatives may designate and designate, will maintain such qualifications in effect so long as required for the distribution of the DECS and will pay the any fee of NASD Regulationthe National Association of Securities Dealers, Inc. (the "NASD") ), in connection with its review, if any, of the Trust Registration Statement and the offering of the DECS.

Agreements of the Trust. The Trust agrees with SBI the several Underwriters that: (a) The Trust will use its best efforts to cause the Trust Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the DECSEquity Trust Securities, the Trust will not file any amendment of the Trust Registration Statement or supplement to the Trust Prospectus without SBI's or any Rule 462(b) Trust Registration Statement unless the Trust has furnished you a copy for your review prior consentto filing and will not file any such proposed amendment or supplement to which you object. Subject to the foregoing sentence, if the Trust Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Trust Prospectus is otherwise required under Rule 424(b), the Trust will cause the Trust Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to SBI the Underwriters of such timely filing. The Trust will promptly advise SBI the Underwriters (i1) when the Trust Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (ii2) when the Trust Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b)) or when any Rule 462(b) Trust Registration Statement shall have been filed with the Commission, (iii3) when, prior to termination of the offering of the DECSEquity Trust Securities, any amendment to the Trust Registration Statement or any Rule 462(b) Trust Registration Statement, shall have been filed or become effective, (iv4) of any request by the Commission or its staff for any amendment of the Trust Registration Statement Statement, or any Rule 462(b) Trust Registration Statement, or for any supplement to the Trust Prospectus or for any additional information, (v5) of the issuance by the Commission of any stop order suspending the effectiveness of the Trust Registration Statement or the institution or threatening of any proceeding for that purpose and (vi6) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the DECS Equity Trust Securities for sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the DECS Equity Trust Securities is required to be delivered under the Act, any event occurs as a result of which the Trust Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Trust Registration Statement or supplement the Trust Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Trust promptly will (1) notify the Underwriters of any such event, (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 7, an amendment or supplement which will correct such statement or omission or effect such compliancecompliance and (3) supply any supplemental Trust Prospectus to you in such quantities as you may reasonably request. (c) The Trust will furnish to SBI the Underwriters and counsel for SBIthe Underwriters, without charge, signed copies of the Trust Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Trust Registration Statement (without exhibits thereto). The Trust will furnish to the Underwriters and counsel for the Underwriters, without charge, copies of the Trust Registration Statement (including exhibits thereto). The Trust will furnish to SBI the Underwriters not later than (i) 6:00 PM12:00 P.M., New York City time, on the Business Day immediately following the date of determination of the public offering price of the DECSEquity Trust Securities, if such determination occurred at or prior to 12:00 Noonnoon, New York City time, on such date or (ii) 6:00 PM9:00 A.M., New York City time, on the business day second Business Day immediately following the date on which the public offering price was determined, if such determination occurred after 12:00 Noonnoon, New York City time, on such date, as many copies of each Preliminary Trust Prospectus, the Trust Prospectus and any supplement thereto as SBI the Underwriters may reasonably request; further, so long as delivery of a prospectus by SBI an Underwriter or any dealer may be required by the Act, as many copies of each Preliminary Trust Prospectus and the Trust Prospectus and any supplement thereto as SBI the Underwriters may reasonably request. (d) The Trust will arrange arrange, if necessary, for the qualification of the DECS Equity Trust Securities and the Shares for sale under the laws of such jurisdictions as SBI the Underwriters may designate and designate, will maintain such qualifications in effect so long as required for the distribution of the DECS Equity Trust Securities and will pay the any fee of NASD Regulationthe National Association of Securities Dealers, Inc. (the "NASD") ), in connection with its review, if any, of the Trust Registration Statement and the offering of the DECSEquity Trust Securities.

Agreements of the Trust. The Trust agrees with SBI thatthe Underwriters as follows: (a) The Trust will use its best efforts To file the Prospectus Supplement in a form approved by you with the Commission within the applicable time period prescribed for such filing by Rule 424; and to cause furnish copies of the Trust Registration StatementProspectus to the Underwriters in New York City as soon as practicable following the execution and delivery of this Agreement in such quantities as you may reasonably request and to promptly file this Agreement with the Commission on Form 8-K following the execution and delivery of this Agreement. (b) To deliver to each Representative and counsel for the Underwriters, if not effective at the Execution Timeexpense of the Trust, a copy of the Registration Statement (as originally filed) and each amendment thereto, including, in each case, to the extent requested by such Underwriter or such counsel, exhibits and documents incorporated by reference therein, which, in the case of copies delivered to the Representatives shall be conformed and in the case of copies delivered to counsel for the Underwriters shall be manually executed and, during the period mentioned in paragraph (e) below, to each of the Underwriters as many copies of the Prospectus (including all amendments and supplements thereto) and documents incorporated by reference therein as you may reasonably request, as soon as practicable after their having been filed with the Commission. (c) Before filing any amendment thereof, to become effective. Prior to the termination of the offering of the DECS, the Trust will not file any amendment of the Trust Registration Statement or supplement to the Trust Registration Statement or the Prospectus without SBI's prior consent. Subject during the period referred to in paragraph (e) below, to furnish to you a copy of any proposed amendment or supplement to the foregoing sentence, if the Trust Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Trust Prospectus is otherwise required under Rule 424(b), the Trust will cause the Trust Prospectus, properly completedfor your review, and not to file any such proposed amendment or supplement thereto to which you reasonably object. (d) To file timely all reports and any definitive proxy or information statements required to be filed by the Trust with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the applicable paragraph Exchange Act for so long as the delivery of Rule 424(b) within a prospectus is required in connection with the time period prescribed offering or sale of the Shares, and will provide evidence satisfactory during such same period, to SBI of advise you and counsel for the Underwriters promptly, and to confirm such timely filing. The Trust will promptly advise SBI advice in writing, (i) when the Trust Registration Statement, if not effective at the Execution Time, and any amendment thereto, to the Registration Statement shall have become effective, (ii) when the Trust Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (iii) when, prior to termination of the offering of the DECS, any amendment to the Trust Registration Statement shall have been filed or become effective, (iv) of any request by the Commission for any amendment of to the Trust Registration Statement or any amendment or supplement to the Trust Prospectus or for any additional information, (viii) of the issuance by the Commission of any stop order suspending the effectiveness of the Trust Registration Statement or the institution initiation or threatening of any proceeding for that purpose purpose, (iv) of the occurrence of any event, within the period referenced in paragraph (e) below, as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, and (viv) of the receipt by the Trust of any notification with respect to the any suspension of the qualification of the DECS Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Trust will ; and to use its best efforts to prevent the issuance of any such stop order or notification and, if issued, to obtain as soon as possible the withdrawal thereof. (be) If, at any time when during such period after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the DECS Shares is required by law to be delivered under the Actin connection with sales by an Underwriter or dealer, any event occurs shall occur as a result of which it is necessary to amend or supplement the Trust Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made when the Prospectus is delivered to a purchaser, not misleading, or if it shall be is necessary to amend the Trust Registration Statement or supplement the Trust Prospectus to comply with the Act or the rules thereunderlaw, the Trust promptly will forthwith to prepare and file with furnish, at the Commissionexpense of the Trust, subject to the second sentence Underwriters and to the dealers (whose names and addresses you will furnish to the Trust) to which Shares may have been sold by you on behalf of paragraph (a) the Underwriters and to any other dealers upon request, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of this Section 7the circumstances when the Prospectus is delivered to a purchaser, an be misleading or so that the Prospectus will comply with law. The Trust consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which will correct the Prospectus is required by law to be delivered in connection therewith. The Trust shall not file any document under the Exchange Act before the termination of the offering of the Shares by the Underwriters if such statement or omission or effect such compliancedocument would be deemed to be incorporated by reference into the Prospectus which is not approved by the Representatives after reasonable notice thereof. (cf) The Trust will furnish To endeavor to SBI and counsel for SBI, without charge, copies of the Trust Registration Statement (including exhibits thereto). The Trust will furnish to SBI not later than (i) 6:00 PM, New York City time, on the date of determination of the public offering price of the DECS, if such determination occurred at or prior to 12:00 Noon, New York City time, on such date or (ii) 6:00 PM, New York City time, on the business day following the date on which the public offering price was determined, if such determination occurred after 12:00 Noon, New York City time, on such date, as many copies of each Preliminary Trust Prospectus, the Trust Prospectus and any supplement thereto as SBI may reasonably request; further, so long as delivery of a prospectus by SBI or any dealer may be required by the Act, as many copies of each Preliminary Trust Prospectus and the Trust Prospectus and any supplement thereto as SBI may reasonably request. (d) The Trust will arrange for the qualification of the DECS and qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as SBI may designate you shall reasonably request and will maintain to continue such qualifications qualification in effect so long as reasonably required for the distribution of the DECS Shares; PROVIDED that the Trust shall not be required to file a general consent to service of process in any jurisdiction or to make any undertaking with respect to the conduct of its business. (g) To make generally available to its security holders and will pay to you as soon as practicable but not later than 15 months after the fee effective date of NASD Regulation, Inc. the Registration Statement (as defined in Rule 158(c) of the "NASD"Commission promulgated under the Act) in connection an earnings statement covering a period of at least twelve months beginning with its review, if any, the first fiscal quarter of the Trust occurring after the effective date of the Registration Statement Statement, which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder. (h) During the period of five years commencing at the Execution Time, to furnish to you copies of all reports or other communications (financial or other) furnished generally to holders of Shares, and copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange. (i) To use the net proceeds of the offering of the DECSShares in the manner specified in the Prospectus under "Use of Proceeds." (j) The Trust will comply with all the provisions of any undertakings contained in the Registration Statement. (k) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second paragraph of Section 10 hereof or by notice given by you terminating this Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Trust to comply with the terms or fulfill any of the conditions of this Agreement, the Trust agrees to reimburse the Representatives for all out-of-pocket expenses (including fees and expenses of counsel for the Underwriters) reasonably incurred by you in connection herewith. (l) The Trust will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares in violation of the Act. (m) The Trust will use its best efforts to have the Shares listed, subject to notice of issuance, on the New York Stock Exchange concurrently with the execution of this Agreement and to maintain the listing of the Shares on the NYSE for a period of three years after the Closing Date provided that the Shares are issued and outstanding and thereafter the Trust will use its best efforts to continue to maintain the listing of the Shares on the NYSE unless the Trust's Board of Trustees determines that it is no longer in the best interests of the Trust for the Shares to continue to be so listed. (n) The Trust will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code, unless the Trust's Board of Trustees determines that it is no longer in the best interests of the Trust and its stockholders to continue to be so qualified. (o) The Trust has filed the articles supplementary designating the Series D Preferred Shares with the State Department of Assessments and Taxation of Maryland.

Agreements of the Trust. The Trust agrees with SBI that:you: ----------------------- (a) The Trust will 5.1 To use its best efforts to cause the Trust Registration Statement, if not Statement to become effective at the Execution Timeearliest possible time. 5.2 To advise you promptly and, and any amendment thereofif requested by you, to become effective. Prior to the termination of the offering of the DECSconfirm such advice in writing, the Trust will not file any amendment of the Trust Registration Statement or supplement to the Trust Prospectus without SBI's prior consent. Subject to the foregoing sentence, if the Trust Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Trust Prospectus is otherwise required under Rule 424(b), the Trust will cause the Trust Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to SBI of such timely filing. The Trust will promptly advise SBI (i) when the Trust Registration Statement, if not Statement has become effective at the Execution Time, and when any post-effective amendment thereto, shall have become to it becomes effective, (ii) when the Trust Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (iii) when, prior to termination of the offering of the DECS, any amendment to the Trust Registration Statement shall have been filed or become effective, (iv) of any request by the Commission for any amendment of amendments to the Trust Registration Statement or supplement amendments or supplements to the Trust Prospectus or for any additional information, (viii) of the issuance by the Commission of any stop order suspending the effectiveness of the Trust Registration Statement or the institution or threatening of any proceeding for that purpose and (vi) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the DECS Securities for offering or sale in any jurisdiction jurisdiction, or of the initiation or threatening of any proceeding for such purposepurposes, (iv) if the Trust is required to file a Rule 462(b) Trust Registration Statement after the effectiveness of this Agreement, when the Rule 462(b) Trust Registration Statement has become effective and (v) of the happening of any event during the period referred to in Section 5.5 below which makes any statement of a material fact made in the Trust Registration Statement or the Trust Prospectus untrue or which requires the making of any additions to or changes in the Trust Registration Statement or the Trust Prospectus in order to make the statements therein not misleading. The If at any time the Commission shall issue any stop order suspending the effectiveness of the Trust Registration Statement, the Trust will use its best efforts to prevent obtain the issuance withdrawal or lifting of such order at the earliest possible time. 5.3 To furnish to you, without charge, three signed copies of the Trust Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits, and to furnish to you and each Underwriter designated by you such number of conformed copies of the Trust Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request. 5.4 To prepare the Trust Prospectus, the form and substance of which shall be satisfactory to you, and to file the Trust Prospectus in such form with the Commission within the applicable period specified in Rule 424(b) under the Act; during the period specified in Section 5.5 below, not to file any such stop order amendment or supplement to the Trust Registration Statement, whether before or after the time when it becomes effective, or to make any amendment or supplement to the Trust Prospectus of which you shall not previously have been advised or to which you shall reasonably object; and, if issuedduring such period, to obtain as soon as possible prepare and file with the withdrawal thereofCommission, promptly upon your reasonable request, any amendment to the Trust Registration Statement or supplement to the Trust Prospectus which may be necessary or advisable in connection with the distribution of the Securities by you, and to use its best efforts to cause the same to become promptly effective. (b) If5.5 Promptly after the Trust Registration Statement becomes effective, at any and from time when to time thereafter for such period as in the opinion of counsel for the Underwriters a prospectus relating to the DECS is required by law to be delivered under in connection with sales of Securities by an Underwriter or a dealer, to furnish to each Underwriter and dealer as many copies of the Act, Trust Prospectus (and of any amendment or supplement to the Trust Prospectus) as such Underwriter or dealer may reasonably request. 5.6 If during the period specified in Section 5.5 any event occurs shall occur as a result of which which, in the judgment of the Trust or in the opinion of counsel for the Underwriters or the Trust, it becomes necessary to amend or supplement the Trust Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made when the Trust Prospectus is delivered to a purchaser, not misleading, or if if, in the judgment of the Trust or in the opinion of counsel for the Underwriters or the Trust, it shall be is necessary to amend the Trust Registration Statement or supplement the Trust Prospectus to comply with the Act or the rules thereunderany law, the Trust promptly will forthwith to prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 7, Commission an appropriate amendment or supplement which to the Trust Prospectus so that the statements in the Trust Prospectus, as so amended or supplemented, will correct not in the light of the circumstances when it is so delivered, be misleading, or so that the Trust Prospectus will comply with law, and to furnish to each Underwriter and to such statement dealers as you shall specify, such number of copies thereof as such Underwriter or omission or effect such compliancedealers may reasonably request. (c) The Trust will furnish 5.7 Prior to SBI any public offering of the Securities, to cooperate with you and counsel for SBIthe Underwriters in connection with the registration or qualification of the Securities for offer and sale by the several Underwriters and by dealers under the state securities or Blue Sky laws of such jurisdictions as you may request, without chargeto continue such qualification in effect so long as required for distribution of the Securities and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification. 5.8 To mail and make generally available to its security holders as soon as reasonably practicable, copies but no later than when it is required by the rules of the Commission, an earnings statement covering a period of at least 12 months after the effective date of the Trust Registration Statement (including exhibits thereto). The but in no event commencing later than 90 days after such date) which shall satisfy the provisions of Section 11(a) of the Act, and to advise you in writing when such statement has been so made available. 5.9 During the period of three years from the effective date of the Trust will Registration Statement, to furnish to SBI the record holders of its Securities such financial and other reports of the Trust as are required to be so furnished by the Act, the Exchange Act, the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the "1940 Act"). 5.10 During the period referred to in Section 5.9, to furnish to you as soon as available a copy of each report or other publicly available information of the Trust mailed to the holders of Securities, filed with the Commission or furnished to or filed with any national securities exchange on which the Securities are listed and such other publicly available information concerning the Trust as you may reasonably request. 5.11 To use its best efforts to cause the Securities to be listed on the American Stock Exchange (or another national securities exchange or automated quotation system) and to maintain the listing of the Securities on such exchange or automated quotation system for the duration of the life of the Trust. 5.12 To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Trust prior to the Closing Date or any Option Closing Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Securities. 5.13 If the Trust Registration Statement at the time of the effectiveness of this Agreement does not later than (icover all of the Securities, to file a Rule 462(b) 6:00 PMTrust Registration Statement with the Commission registering the Securities not so covered in compliance with Rule 462(b) by 10:00 P.M., New York City time, on the date of determination of the public offering price of the DECS, if such determination occurred at or prior this Agreement and to 12:00 Noon, New York City time, on such date or (ii) 6:00 PM, New York City time, on the business day following the date on which the public offering price was determined, if such determination occurred after 12:00 Noon, New York City time, on such date, as many copies of each Preliminary Trust Prospectus, the Trust Prospectus and any supplement thereto as SBI may reasonably request; further, so long as delivery of a prospectus by SBI or any dealer may be required by the Act, as many copies of each Preliminary Trust Prospectus and the Trust Prospectus and any supplement thereto as SBI may reasonably request. (d) The Trust will arrange for the qualification of the DECS and the Shares for sale under the laws of such jurisdictions as SBI may designate and will maintain such qualifications in effect so long as required for the distribution of the DECS and will pay the Commission the filing fee of NASD Regulation, Inc. (the "NASD"for such Rule 462(b) in connection with its review, if any, of the Trust Registration Statement and at the offering time of the DECSfiling thereof or to give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act. 5.14 To apply the net proceeds from the sale of the Securities in the manner described under "Use of Proceeds" in the Prospectus.

Agreements of the Trust. The Trust agrees with SBI the several Underwriters that: (a) The Trust will use its best efforts to cause the Trust Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the DECSEquity Trust Securities, the Trust will not file any amendment of the Trust Registration Statement or supplement to the Trust Prospectus without SBI's or any Rule 462(b) Trust Registration Statement unless the Trust has furnished you a copy for your review prior consentto filing and will not file any such proposed amendment or supplement to which you object. Subject to the foregoing sentence, if the Trust Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Trust Prospectus is otherwise required under Rule 424(b), the Trust will cause the Trust Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to SBI the Representatives of such timely filing. The Trust will promptly advise SBI the Representatives (i1) when the Trust Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (ii2) when the Trust Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b)) or when any Rule 462(b) Trust Registration Statement shall have been filed with the Commission, (iii3) when, prior to termination of the offering of the DECSEquity Trust Securities, any amendment to the Trust Registration Statement or any Rule 462(b) Trust Registration Statement, shall have been filed or become effective, (iv4) of any request by the Commission or its staff for any amendment of the Trust Registration Statement Statement, or any Rule 462(b) Trust Registration Statement, or for any supplement to the Trust Prospectus or for any additional information, (v5) of the issuance by the Commission of any stop order suspending the effectiveness of the Trust Registration Statement or the institution or threatening of any proceeding for that purpose and (vi6) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the DECS Equity Trust Securities for sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the DECS Equity Trust Securities is required to be delivered under the Act, any event occurs as a result of which the Trust Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Trust Registration Statement or supplement the Trust Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Trust promptly will (1) notify the Representatives of any such event, (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 7, an amendment or supplement which will correct such statement or omission or effect such compliancecompliance and (3) supply any supplemental Trust Prospectus to you in such quantities as you may reasonably request. (c) The Trust will furnish to SBI the Representatives and counsel for SBIthe Underwriters, without charge, signed copies of the Trust Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Trust Registration Statement (without exhibits thereto). The Trust will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Trust Registration Statement (including exhibits thereto). The Trust will furnish to SBI the Underwriters not later than (i) 6:00 PM12:00 P.M., New York City time, on the Business Day immediately following the date of determination of the public offering price of the DECSEquity Trust Securities, if such determination occurred at or prior to 12:00 Noonnoon, New York City time, on such date or (ii) 6:00 PM9:00 A.M., New York City time, on the business day second Business Day immediately following the date on which the public offering price was determined, if such determination occurred after 12:00 Noonnoon, New York City time, on such date, as many copies of each Preliminary Trust Prospectus, the Trust Prospectus and any supplement thereto as SBI the Representatives may reasonably request; further, so long as delivery of a prospectus by SBI an Underwriter or any dealer may be required by the Act, as many copies of each Preliminary Trust Prospectus and the Trust Prospectus and any supplement thereto as SBI the Representatives may reasonably request. (d) The Trust will arrange arrange, if necessary, for the qualification of the DECS Equity Trust Securities and the Shares for sale under the laws of such jurisdictions as SBI the Representatives may designate and designate, will maintain such qualifications in effect so long as required for the distribution of the DECS Equity Trust Securities and will pay the any fee of NASD Regulationthe National Association of Securities Dealers, Inc. (the "NASD") ), in connection with its review, if any, of the Trust Registration Statement and the offering of the DECSEquity Trust Securities.

Agreements of the Trust. The Trust agrees with SBI the several Underwriters that: (a) The Trust will use its best efforts to cause the Trust Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the DECS, the Trust will not file any amendment of the Trust Registration Statement or supplement to the Trust Prospectus without SBI's or any Rule 462(b) Trust Registration Statement unless the Trust has furnished you a copy for your review prior consentto filing and will not file any such proposed amendment or supplement to which you object. Subject to the foregoing sentence, if the Trust Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Trust Prospectus is otherwise required under Rule 424(b), the Trust will cause the Trust Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to SBI the Representative of such timely filing. The Trust will promptly advise SBI the Representative (i1) when the Trust Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (ii2) when the Trust Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b)) or when any Rule 462(b) Trust Registration Statement shall have been filed with the Commission, (iii3) when, prior to termination of the offering of the DECS, any amendment to the Trust Registration Statement or any Rule 462(b) Trust Registration Statement, shall have been filed or become effective, (iv4) of any request by the Commission or its staff for any amendment of the Trust Registration Statement Statement, or any Rule 462(b) Trust Registration Statement, or for any supplement to the Trust Prospectus or for any additional information, (v5) of the issuance by the Commission of any stop order suspending the effectiveness of the Trust Registration Statement or the institution or threatening of any proceeding for that purpose and (vi6) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the DECS for sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the DECS is required to be delivered under the Act, any event occurs as a result of which the Trust Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Trust Registration Statement or supplement the Trust Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Trust promptly will (1) notify the Representative of any such event, (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 7, an amendment or supplement which will correct such statement or omission or effect such compliancecompliance and (3) supply any supplemental Trust Prospectus to you in such quantities as you may reasonably request. (c) The Trust will furnish to SBI the Representative and counsel for SBIthe Underwriters, without charge, signed copies of the Trust Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Trust Registration Statement (without exhibits thereto). The Trust will furnish to SBI the Underwriters not later than (i) 6:00 PMP.M., New York City time, on the date of determination of the public offering price of the DECS, if such determination occurred at or prior to 12:00 Noonnoon, New York City time, on such date or (ii) 6:00 PMP.M., New York City time, on the business day Business Day following the date on which the public offering price was determined, if such determination occurred after 12:00 Noonnoon, New York City time, on such date, as many copies of each Preliminary Trust Prospectus, the Trust Prospectus and any supplement thereto as SBI the Representative may reasonably request; further, so long as delivery of a prospectus by SBI an Underwriter or any dealer may be required by the Act, as many copies of each Preliminary Trust Prospectus and the Trust Prospectus and any supplement thereto as SBI the Representative may reasonably request. (d) The Trust will arrange arrange, if necessary, for the qualification of the DECS and the Shares for sale under the laws of such jurisdictions as SBI the Representative may designate and designate, will maintain such qualifications in effect so long as required for the distribution of the DECS and will pay the any fee of NASD Regulationthe National Association of Securities Dealers, Inc. (the "NASD") in connection with its review, if any, of the Trust Registration Statement and the offering of the DECS.