Common use of Amendment; Waiver and Termination Clause in Contracts

Amendment; Waiver and Termination. A. The parties hereto may, by agreement in writing authorized by the Board on behalf of each of the Target Portfolio and the Acquiring Portfolio, amend this Agreement at any time before or after approval thereof by the shareholders of the Target Portfolio; provided, however, that after receipt of Target Portfolio shareholder approval, no amendment shall be made by the parties hereto which substantially changes the terms of Sections 1, 2 and 3 hereof without obtaining Target Portfolio’s shareholder approval thereof. B. At any time prior to the Closing Date, either of the parties may by written instrument signed by it (i) waive any inaccuracies in the representations and warranties made to it contained herein and (ii) waive compliance with any of the covenants or conditions made for its benefit contained herein. No delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. C. This Agreement may be terminated, and the transactions contemplated herein may be abandoned at any time prior to the Closing Date: i. by the consent of the Board on behalf of each of the Target Portfolio and the Acquiring Portfolio; ii. by the Target Portfolio, if the Acquiring Portfolio breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement; iii. by the Acquiring Portfolio, if the Target Portfolio breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement; iv. by either the Target Portfolio or the Acquiring Portfolio, if the Closing has not occurred on or prior to December 31, 2018 (provided that the rights to terminate this Agreement pursuant to this subsection (C)(iv) shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been the cause of or resulted in the failure of the closing to occur on or before such date); v. by the Acquiring Portfolio in the event that: (a) all the conditions precedent to the Target Portfolio’s obligation to close, as set forth in Section 7 hereof, have been fully satisfied (or can be fully satisfied at the Closing); (b) the Acquiring Portfolio gives the Target Portfolio written assurance of its intent to close irrespective of the satisfaction or non-satisfaction of all conditions precedent to the Acquiring Portfolio’s obligation to close, as set forth in Section 8 hereof; and (c) the Target Portfolio then fails or refuses to close within the earlier of ten (10) business days or December 31, 2018; or vi. by the Target Portfolio in the event that: (a) all the conditions precedent to the Acquiring Portfolio’s obligation to close, as set forth in Section 8 hereof have been fully satisfied (or can be fully satisfied at the Closing); (b) the Target Portfolio gives the Acquiring Portfolio written assurance of its intent to close irrespective of the satisfaction or non-satisfaction of all the conditions precedent to the Target Portfolio’s obligation to close, as set forth in Section 7 hereof; and (c) the Acquiring Portfolio then fails or refuses to close within the earlier of ten (10) business days or December 31, 2018.

Amendment; Waiver and Termination. A. The parties hereto may, by agreement in writing authorized by the Board on behalf of each of the Target Portfolio Fund and the Acquiring PortfolioFund, amend this Agreement at any time before or after approval thereof by the shareholders of the Target PortfolioFund; provided, however, that after receipt of Target Portfolio Fund shareholder approval, no amendment shall be made by the parties hereto which substantially materially changes the terms of Sections 1, 2 and 3 hereof in a manner adverse to the Target Fund shareholders without obtaining Target PortfolioFund’s shareholder approval thereof. B. At any time prior to the Closing Date, either of the parties may by written instrument signed by it (i) waive any inaccuracies in the representations and warranties made to it contained herein and (ii) waive compliance with any of the covenants or conditions made for its benefit contained herein. No delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. C. This Agreement may be terminated, and the transactions contemplated herein may be abandoned at any time prior to the Closing Date: i. by the consent of the Board on behalf of each of the Target Portfolio Fund and the Acquiring PortfolioFund; ii. by the Target PortfolioFund, if the Acquiring Portfolio Fund breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement; iii. by the Acquiring PortfolioFund, if the Target Portfolio Fund breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement;; or iv. by either the Target Portfolio Fund or the Acquiring PortfolioFund, if the Closing has not occurred on or prior to December 31, 2018 2011 (provided that the rights to terminate this Agreement pursuant to this subsection (C)(iv) shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been the cause of or resulted in the failure of the closing to occur on or before such date); v. by the Acquiring Portfolio in the event that: (a) all the conditions precedent to the Target Portfolio’s obligation to close, as set forth in Section 7 hereof, have been fully satisfied (or can be fully satisfied at the Closing); (b) the Acquiring Portfolio gives the Target Portfolio written assurance of its intent to close irrespective of the satisfaction or non-satisfaction of all conditions precedent to the Acquiring Portfolio’s obligation to close, as set forth in Section 8 hereof; and (c) the Target Portfolio then fails or refuses to close within the earlier of ten (10) business days or December 31, 2018; or vi. by the Target Portfolio in the event that: (a) all the conditions precedent to the Acquiring Portfolio’s obligation to close, as set forth in Section 8 hereof have been fully satisfied (or can be fully satisfied at the Closing); (b) the Target Portfolio gives the Acquiring Portfolio written assurance of its intent to close irrespective of the satisfaction or non-satisfaction of all the conditions precedent to the Target Portfolio’s obligation to close, as set forth in Section 7 hereof; and (c) the Acquiring Portfolio then fails or refuses to close within the earlier of ten (10) business days or December 31, 2018.

Amendment; Waiver and Termination. A. The parties hereto may, by agreement in writing authorized by the Board on behalf of each of the Target Portfolio and the Acquiring Portfoliorespective Boards, amend this Agreement at any time before or after approval thereof by the shareholders of the Target Acquired Portfolio; provided, however, that after receipt of Target Acquired Portfolio shareholder approval, no amendment shall be made by the parties hereto which substantially changes the terms of Sections 1, 2 and 3 hereof without obtaining Target Acquired Portfolio’s 's shareholder approval thereof. B. At any time prior to the Closing Date, either of the parties may by written instrument signed by it (i) waive any inaccuracies in the representations and warranties made to it contained herein and (ii) waive compliance with any of the covenants or conditions made for its benefit contained herein. No delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. C. This Agreement may be terminated, and the transactions contemplated herein may be abandoned at any time prior to the Closing Date: i. : by the consent mutual consents of the Board on behalf of each respective Boards of the Target Acquired Portfolio and the Acquiring Portfolio; ii. ; by the Target Acquired Portfolio, if the Acquiring Portfolio breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement; iii. ; by the Acquiring Portfolio, if the Target Acquired Portfolio breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement; iv. ; by either the Target Acquired Portfolio or the Acquiring Portfolio, if the Closing has not occurred on or prior to December 31, 2018 2002 (provided that the rights to terminate this Agreement pursuant to this subsection (C)(ivC)(4) shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been the cause of or resulted in the failure of the closing Closing to occur on or before such date); v. ; by the Acquiring Portfolio in the event that: (a) all the conditions precedent to the Target Acquired Portfolio’s 's obligation to close, as set forth in Section 7 hereofof this Agreement, have been fully satisfied (or can be fully satisfied at the Closing); (b) the Acquiring Portfolio gives the Target Acquired Portfolio written assurance of its intent to close irrespective of the satisfaction or non-satisfaction nonsatisfaction of all conditions precedent to the Acquiring Portfolio’s 's obligation to close, as set forth in Section 8 hereofof this Agreement; and (c) the Target Acquired Portfolio then fails or refuses to close within the earlier of ten five (105) business days or December 31, 20182002; or vi. or by the Target Acquired Portfolio in the event that: (a) all the conditions precedent to the Acquiring Portfolio’s 's obligation to close, as set forth in Section 8 hereof of this Agreement, have been fully satisfied (or can be fully satisfied at the Closing); (b) the Target Acquired Portfolio gives the Acquiring Portfolio written assurance of its intent to close irrespective of the satisfaction or non-satisfaction nonsatisfaction of all the conditions precedent to the Target Acquired Portfolio’s 's obligation to close, as set forth in Section 7 hereofof this Agreement; and (c) the Acquiring Portfolio then fails or refuses to close within the earlier of ten five (105) business days or December 31, 20182002.

Amendment; Waiver and Termination. A. The parties hereto may, by agreement in writing authorized by the Board on behalf of each of the Target Portfolio Fund and the Acquiring PortfolioFund, amend this Agreement at any time before or after approval thereof by the shareholders of the Target PortfolioFund; provided, however, that after receipt of Target Portfolio Fund shareholder approval, no amendment shall be made by the parties hereto which substantially changes the terms of Sections 1, 2 and 3 hereof without obtaining Target PortfolioFund’s shareholder approval thereof. B. At any time prior to the Closing Date, either of the parties may by written instrument signed by it (i) waive any inaccuracies in the representations and warranties made to it contained herein and (ii) waive compliance with any of the covenants or conditions made for its benefit contained herein. No delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. C. This Agreement may be terminated, and the transactions contemplated herein may be abandoned at any time prior to the Closing Date: i. by the consent of the Board on behalf of each of the Target Portfolio Fund and the Acquiring PortfolioFund; ii. by the Target PortfolioFund, if the Acquiring Portfolio Fund breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement; iii. by the Acquiring PortfolioFund, if the Target Portfolio Fund breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement; iv. by either the Target Portfolio Fund or the Acquiring PortfolioFund, if the Closing has not occurred on or prior to December 31, 2018 (provided that the rights to terminate this Agreement pursuant to this subsection (C)(iv) shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been the cause of or resulted in the failure of the closing to occur on or before such date); v. by the Acquiring Portfolio Fund in the event that: (a) all the conditions precedent to the Target PortfolioFund’s obligation to close, as set forth in Section 7 hereof, have been fully satisfied (or can be fully satisfied at the Closing); (b) the Acquiring Portfolio Fund gives the Target Portfolio Fund written assurance of its intent to close irrespective of the satisfaction or non-satisfaction of all conditions precedent to the Acquiring PortfolioFund’s obligation to close, as set forth in Section 8 hereof; and (c) the Target Portfolio Fund then fails or refuses to close within the earlier of ten (10) business days or December 31, 2018; or vi. by the Target Portfolio Fund in the event that: (a) all the conditions precedent to the Acquiring PortfolioFund’s obligation to close, as set forth in Section 8 hereof have been fully satisfied (or can be fully satisfied at the Closing); (b) the Target Portfolio Fund gives the Acquiring Portfolio Fund written assurance of its intent to close irrespective of the satisfaction or non-satisfaction of all the conditions precedent to the Target PortfolioFund’s obligation to close, as set forth in Section 7 hereof; and (c) the Acquiring Portfolio Fund then fails or refuses to close within the earlier of ten (10) business days or December 31, 2018.

Amendment; Waiver and Termination. A. The parties hereto may, by agreement in writing authorized by the Board on behalf of each of the Target Portfolio and the Acquiring Portfoliorespective Boards, amend this Agreement at any time before or after approval thereof by the shareholders of the Target Acquired Portfolio; provided, however, that after receipt of Target Acquired Portfolio shareholder approval, no amendment shall be made by the parties hereto which substantially changes the terms of Sections 1, 2 and 3 hereof without obtaining Target Acquired Portfolio’s 's shareholder approval thereof. B. At any time prior to the Closing Date, either of the parties may by written instrument signed by it (i) waive any inaccuracies in the representations and warranties made to it contained herein and (ii) waive compliance with any of the covenants or conditions made for its benefit contained herein. No delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. C. This Agreement may be terminated, and the transactions contemplated herein may be abandoned at any time prior to the Closing Date: i. (1) by the consent mutual consents of the Board on behalf of each respective Boards of the Target Acquired Portfolio and the Acquiring Portfolio; ii. (2) by the Target Acquired Portfolio, if the Acquiring Portfolio breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement; iii. (3) by the Acquiring Portfolio, if the Target Acquired Portfolio breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement; iv. (4) by either the Target Acquired Portfolio or the Acquiring Portfolio, if the Closing has not occurred on or prior to December 31, 2018 2002 (provided that the rights to terminate this Agreement pursuant to this subsection (C)(ivC)(4) shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been the cause of or resulted in the failure of the closing Closing to occur on or before such date); v. (5) by the Acquiring Portfolio in the event that: (a) all the conditions precedent to the Target Acquired Portfolio’s 's obligation to close, as set forth in Section 7 hereofof this Agreement, have been fully satisfied (or can be fully satisfied at the Closing); (b) the Acquiring Portfolio gives the Target Acquired Portfolio written assurance of its intent to close irrespective of the satisfaction or non-satisfaction nonsatisfaction of all conditions precedent to the Acquiring Portfolio’s 's obligation to close, as set forth in Section 8 hereofof this Agreement; and (c) the Target Acquired Portfolio then fails or refuses to close within the earlier of ten five (105) business days or December 31, 20182002; or vi. (6) by the Target Acquired Portfolio in the event that: (a) all the conditions precedent to the Acquiring Portfolio’s 's obligation to close, as set forth in Section 8 hereof of this Agreement, have been fully satisfied (or can be fully satisfied at the Closing); (b) the Target Acquired Portfolio gives the Acquiring Portfolio written assurance of its intent to close irrespective of the satisfaction or non-satisfaction nonsatisfaction of all the conditions precedent to the Target Acquired Portfolio’s 's obligation to close, as set forth in Section 7 hereofof this Agreement; and (c) the Acquiring Portfolio then fails or refuses to close within the earlier of ten five (105) business days or December 31, 20182002.

Amendment; Waiver and Termination. A. The parties hereto may, by agreement in writing authorized by the Board on behalf of each of the Target Portfolio and the Acquiring PortfolioBoard, amend this Agreement at any time before or after approval thereof by the shareholders of the Target PortfolioFund; provided, however, that after receipt of Target Portfolio Fund shareholder approval, no amendment shall be made by the parties hereto which substantially changes the terms of Sections 1, 2 and 3 hereof without obtaining Target Portfolio’s Fund shareholder approval thereof. B. At any time prior to the Closing Date, either of the parties may by written instrument signed by it (i) waive any inaccuracies in the representations and warranties made to it contained herein and (ii) waive compliance with any of the covenants or conditions made for its benefit contained herein. No delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. C. This Agreement may be terminated, terminated and the transactions contemplated herein may be abandoned at any time prior to the Closing Date: i. : (1) by the consent of the Board on behalf of each of the Target Portfolio and the Acquiring Portfolio; ii. Board; (2) by the Target PortfolioFund, if the Acquiring Portfolio Fund breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement; iii. ; (3) by the Acquiring PortfolioFund, if the Target Portfolio Fund breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement; iv. ; (4) by either the Target Portfolio Fund or the Acquiring PortfolioFund, if the Closing closing has not occurred on or prior to December 31, 2018 within fifteen (15) business days after the receipt of all necessary regulatory approvals and the final adjournment of the meeting of shareholders of the Target Fund at which this Agreement will be considered and approved (provided that the rights right to terminate this Agreement pursuant to this subsection (C)(ivC.(4) shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been the cause of or resulted in the failure of the closing to occur on or before such date); v. ; (5) by the Acquiring Portfolio in the event that: (a) all the conditions precedent to the Target Portfolio’s obligation to close, as set forth in Section 7 hereof, have been fully satisfied (or can be fully satisfied at the Closing); (b) the Acquiring Portfolio gives the Target Portfolio written assurance of its intent to close irrespective of the satisfaction or non-satisfaction of all conditions precedent to the Acquiring Portfolio’s obligation to close, as set forth in Section 8 hereof; and (c) the Target Portfolio then fails or refuses to close within the earlier of ten (10) business days or December 31, 2018; or vi. by the Target Portfolio Fund in the event that: (a) all the conditions precedent to the Acquiring Portfolio’s Fund's obligation to close, as set forth in Section 8 hereof of this Agreement, have been fully satisfied (or can be fully satisfied at the Closingclosing); (b) the Target Portfolio Acquiring Fund gives the Acquiring Portfolio Target Fund written assurance of its intent to close irrespective of the satisfaction or non-satisfaction nonsatisfaction of all the conditions precedent to the Target Portfolio’s Fund's obligation to close, as set forth in Section 7 hereofof this Agreement; and (c) the Target Fund then fails or refuses to close within five (5) business days; or (6) by the Target Fund in the event that: (a) all the conditions precedent to the Target Fund's obligation to close, as set forth in Section 7 of this Agreement, have been fully satisfied (or can be fully satisfied at the closing); (b) the Target Fund gives the Acquiring Fund written assurance of its intent to close irrespective of the satisfaction or nonsatisfaction of all the conditions precedent to the Acquiring Fund's obligation to close, as set forth in Section 8 of this Agreement; and (c) the Acquiring Portfolio Fund then fails or refuses to close within the earlier of ten five (105) business days or December 31, 2018days. 10.

Amendment; Waiver and Termination. A. The parties hereto may, by agreement in writing authorized by the Board on behalf of each of the Target Portfolio and the Acquiring Portfoliorespective Boards, amend this Agreement at any time before or after approval thereof by the shareholders of the Target Acquired Portfolio; provided, however, that after receipt of Target Acquired Portfolio shareholder approval, no amendment shall be made by the parties hereto which substantially changes the terms of Sections 1, 2 and 3 hereof without obtaining Target Acquired Portfolio’s 's shareholder approval thereof. B. At any time prior to the Closing Date, either of the parties may by written instrument signed by it (i) waive any inaccuracies in the representations and warranties made to it contained herein and (ii) waive compliance with any of the covenants or conditions made for its benefit contained herein. No delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. C. This Agreement may be terminated, and the transactions contemplated herein may be abandoned at any time prior to the Closing Date: i. : (1) by the consent mutual consents of the Board on behalf of each respective Boards of the Target Acquired Portfolio and the Acquiring Portfolio; ii. ; (2) by the Target Acquired Portfolio, if the Acquiring Portfolio breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement; iii. ; (3) by the Acquiring Portfolio, if the Target Acquired Portfolio breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement; iv. ; (4) by either the Target Acquired Portfolio or the Acquiring Portfolio, if the Closing has not occurred on or prior to December 31, 2018 2002 (provided that the rights to terminate this Agreement pursuant to this subsection (C)(ivC)(4) shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been the cause of or resulted in the failure of the closing Closing to occur on or before such date); v. ; (5) by the Acquiring Portfolio in the event that: (a) all the conditions precedent to the Target Acquired Portfolio’s 's obligation to close, as set forth in Section 7 hereofof this Agreement, have been fully satisfied (or can be fully satisfied at the Closing); (b) the Acquiring Portfolio gives the Target Acquired Portfolio written assurance of its intent to close irrespective of the satisfaction or non-satisfaction nonsatisfaction of all conditions precedent to the Acquiring Portfolio’s 's obligation to close, as set forth in Section 8 hereofof this Agreement; and (c) the Target Acquired Portfolio then fails or refuses to close within the earlier of ten five (105) business days or December 31, 20182002; or vi. or (6) by the Target Acquired Portfolio in the event that: (a) all the conditions precedent to the Acquiring Portfolio’s 's obligation to close, as set forth in Section 8 hereof of this Agreement, have been fully satisfied (or can be fully satisfied at the Closing); (b) the Target Acquired Portfolio gives the Acquiring Portfolio written assurance of its intent to close irrespective of the satisfaction or non-satisfaction nonsatisfaction of all the conditions precedent to the Target Acquired Portfolio’s 's obligation to close, as set forth in Section 7 hereofof this Agreement; and (c) the Acquiring Portfolio then fails or refuses to close within the earlier of ten five (105) business days or December 31, 20182002.

Amendment; Waiver and Termination. A. The parties hereto may, by agreement in writing authorized by the Board on behalf of each of the Target Portfolio Fund and the Acquiring PortfolioFund, amend this Agreement at any time before or after approval thereof by the shareholders of the Target PortfolioFund; provided, however, that after receipt of Target Portfolio Fund shareholder approval, no amendment shall be made by the parties hereto which substantially changes the terms of Sections 1, 2 and 3 hereof without obtaining Target PortfolioFund’s shareholder approval thereof. B. At any time prior to the Closing Date, either of the parties may by written instrument signed by it (i) waive any inaccuracies in the representations and warranties made to it contained herein and (ii) waive compliance with any of the covenants or conditions made for its benefit contained herein. No delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. C. This Agreement may be terminated, and the transactions contemplated herein may be abandoned at any time prior to the Closing Date: i. by the consent of the Board on behalf of each of the Target Portfolio Fund and the Acquiring PortfolioFund; ii. by the Target PortfolioFund, if the Acquiring Portfolio Fund breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement; iii. by the Acquiring PortfolioFund, if the Target Portfolio Fund breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement; iv. by either the Target Portfolio Fund or the Acquiring PortfolioFund, if the Closing has not occurred on or prior to December 31, 2018 2019 (provided that the rights to terminate this Agreement pursuant to this subsection (C)(iv) shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been the cause of or resulted in the failure of the closing to occur on or before such date); v. by the Acquiring Portfolio Fund in the event that: (a) all the conditions precedent to the Target PortfolioFund’s obligation to close, as set forth in Section 7 hereof, have been fully satisfied (or can be fully satisfied at the Closing); (b) the Acquiring Portfolio Fund gives the Target Portfolio Fund written assurance of its intent to close irrespective of the satisfaction or non-satisfaction of all conditions precedent to the Acquiring PortfolioFund’s obligation to close, as set forth in Section 8 hereof; and (c) the Target Portfolio Fund then fails or refuses to close within the earlier of ten (10) business days or December 31, 20182019; or vi. by the Target Portfolio Fund in the event that: (a) all the conditions precedent to the Acquiring PortfolioFund’s obligation to close, as set forth in Section 8 hereof have been fully satisfied (or can be fully satisfied at the Closing); (b) the Target Portfolio Fund gives the Acquiring Portfolio Fund written assurance of its intent to close irrespective of the satisfaction or non-satisfaction of all the conditions precedent to the Target PortfolioFund’s obligation to close, as set forth in Section 7 hereof; and (c) the Acquiring Portfolio Fund then fails or refuses to close within the earlier of ten (10) business days or December 31, 20182019.

Amendment; Waiver and Termination. A. The parties hereto may, by agreement in writing authorized by the Board on behalf of each of the Target Portfolio Fund and the Acquiring PortfolioFund, amend this Agreement at any time before or after approval thereof by the shareholders of the Target PortfolioFund; provided, however, that after receipt of Target Portfolio Fund shareholder approval, no amendment shall be made by the parties hereto which substantially changes the terms of Sections 1, 2 and 3 hereof without obtaining Target PortfolioFund’s shareholder approval thereof. B. At any time prior to the Closing Date, either of the parties may by written instrument signed by it (i) waive any inaccuracies in the representations and warranties made to it contained herein and (ii) waive compliance with any of the covenants or conditions made for its benefit contained herein. No delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. C. This Agreement may be terminated, and the transactions contemplated herein may be abandoned at any time prior to the Closing Date: i. by the consent of the Board on behalf of each of the Target Portfolio Fund and the Acquiring PortfolioFund; ii. by the Target PortfolioFund, if the Acquiring Portfolio Fund breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement; iii. by the Acquiring PortfolioFund, if the Target Portfolio Fund breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement; iv. by either the Target Portfolio Fund or the Acquiring PortfolioFund, if the Closing has not occurred on or prior to December 31, 2018 2015 (provided that the rights to terminate this Agreement pursuant to this subsection (C)(ivC) (iv) shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been the cause of or resulted in the failure of the closing to occur on or before such date); v. by the Acquiring Portfolio Fund in the event that: (a) all the conditions precedent to the Target PortfolioFund’s obligation to close, as set forth in Section 7 hereof, have been fully satisfied (or can be fully satisfied at the Closingclosing); (b) the Acquiring Portfolio Fund gives the Target Portfolio Fund written assurance of its intent to close irrespective of the satisfaction or non-satisfaction of all conditions precedent to the Acquiring PortfolioFund’s obligation to close, as set forth in Section 8 hereof; and (c) the Target Portfolio Fund then fails or refuses to close within the earlier of ten (10) business days or December 31, 20182015; or vi. by the Target Portfolio Fund in the event that: (a) all the conditions precedent to the Acquiring PortfolioFund’s obligation to close, as set forth in Section 8 hereof have been fully satisfied (or can be fully satisfied at the Closingclosing); (b) the Target Portfolio Fund gives the Acquiring Portfolio Fund written assurance of its intent to close irrespective of the satisfaction or non-satisfaction of all the conditions precedent to the Target PortfolioFund’s obligation to close, as set forth in Section 7 hereof; and (c) the Acquiring Portfolio Fund then fails or refuses to close within the earlier of ten (10) business days or December 31, 20182015.