Common use of Applicable Law; Counterparts Clause in Contracts

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Adviser and the several Underwriters. Very truly yours, THE BLACKROCK [ ] TRUST INC. By:___________________________________ BLACKROCK FINANCIAL MANAGEMENT, INC. By:____________________________________ Confirmed as of the date first above mentioned. XXXXXXX XXXXX XXXXXX INC. [ ] By: XXXXXXX XXXXX XXXXXX INC. By: __________________________ Managing Director SCHEDULE I THE BLACKROCK [ ] TRUST INC. Number of Underwriter Shares ----------- --------- Xxxxxxx Xxxxx Xxxxxx Inc. --------- Total.................................. 2600 EXHIBIT A FORM OF OPINION OF XXXXXXX, ARPS, SLATE, XXXXXXX & XXXX LLP

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Adviser Advisor and the several UnderwritersUnderwriter. Very truly yours, THE BLACKROCK [ ] TRUST INC. COLONIAL NEW YORK INSURED MUNICIPAL FUND By:______: _____________________________ BLACKROCK FINANCIAL MANAGEMENTCOLONIAL MANAGEMENT ASSOCIATES, INC. By:_______: _____________________________ Confirmed as of the date first above mentioned. XXXXXXX SALOXXX XXXXX XXXXXX INC. [ ] By: XXXXXXX XXXXX XXXXXX INCXXXNXX XXX. By: ____________________________ Managing Director SCHEDULE I THE BLACKROCK [ ] TRUST INC. COLONIAL NEW YORK INSURED MUNICIPAL FUND Number of Shares of Municipal Underwriter Shares ----------- --------- Xxxxxxx Preferred Saloxxx Xxxxx Xxxxxx Inc. --------- Xxxnxx Xxx........................................._________ [Others] _________ Total.................................. 2600 EXHIBIT A FORM OF OPINION OF XXXXXXX, ARPS, SLATE, XXXXXXX & XXXX LLP............................................................_________

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among between the Trust, the Adviser Company and the several Underwriters. Very truly yours, THE BLACKROCK [ ] TRUST INC. LASALLE RE HOLDINGS LIMITED By:___________________________________ BLACKROCK FINANCIAL MANAGEMENT, INC. By:____________________________________ President and Chief Executive Officer Confirmed as of the date first above mentionedmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXXXX XXXXX XXXXXX INC. [ ] By: LAZARD FRERES & CO. LLC XXXXXX XXXXXXX & CO. INCORPORATED By XXXXX XXXXXX INC. By: _____________________________ Managing Director SCHEDULE I THE BLACKROCK [ ] TRUST INC. LASALLE RE HOLDINGS LIMITED Number of Underwriter Shares ----------- --------- Xxxxxxx Xxxxx Xxxxxx Inc. --------- Inc.............................. [ ] Lazard Freres & Co. LLC....................... [ ] Xxxxxx Xxxxxxx & Co. Incorporated............. [ ] ------- Total.................................. 2600 EXHIBIT A FORM OF OPINION OF XXXXXXX, ARPS, SLATE, XXXXXXX & XXXX LLP................................. =======

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among between the Trust, the Adviser Company and the several Underwriters. Very truly yours, THE BLACKROCK [ ] TRUST INC. JDN REALTY CORPORATION By:___________________________________ BLACKROCK FINANCIAL MANAGEMENT, INC. By:____________________________________ : /s/ J. Donaxx Xxxxxxx ---------------------------- Chairman of the Board Confirmed as of the date first above mentioned. XXXXXXX XXXXX SMITX XXXXXX INCXXX. [ ] By: XXXXXXX XXXXX XXXXXX THE ROBIXXXX-XXXXXXXX XXXPANY, INC. By: __________________________ SMITX XXXXXX XXX. By: /s/ Jamex X. Xxxxxx ------------------------- Managing Director SCHEDULE I THE BLACKROCK [ ] TRUST INC. JDN REALTY CORPORATION Number of Underwriter Firm Shares ----------- --------- Xxxxxxx Xxxxx ----------- Smitx Xxxxxx Inc. --------- Xxx............................................... 1,330,000 The Robixxxx-Xxxxxxxx Xxxpany, Inc............................. 570,000 Total.................................. 2600 EXHIBIT A FORM OF OPINION OF XXXXXXX, ARPS, SLATE, XXXXXXX & XXXX LLP................. 1,900,000 SCHEDULE II "PROPERTIES"

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Adviser Advisor and the several UnderwritersUnderwriter. Very truly yours, THE BLACKROCK [ ] TRUST INC. COLONIAL INSURED MUNICIPAL FUND By:___: ________________________________ BLACKROCK FINANCIAL MANAGEMENTCOLONIAL MANAGEMENT ASSOCIATES, INC. By:____: ________________________________ Confirmed as of the date first above mentioned. XXXXXXX SALOXXX XXXXX XXXXXX INC. [ ] By: XXXXXXX XXXXX XXXXXX INCXXXNXX XXX. By: ________________________________ Managing Director 30 SCHEDULE I THE BLACKROCK [ ] TRUST INC. COLONIAL INSURED MUNICIPAL FUND Number of Shares of Municipal Underwriter Shares Preferred ----------- --------- Xxxxxxx Saloxxx Xxxxx Xxxxxx Inc. --------- Xxxnxx Xxx................... _________ [Others] _________ Total.................................. 2600 EXHIBIT A FORM OF OPINION OF XXXXXXX, ARPS, SLATE, XXXXXXX & XXXX LLP...................................... _________

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Adviser and the several UnderwritersUnderwriter. Very truly yours, THE BLACKROCK [ ] KEMPXX XXXICIPAL INCOME TRUST INC. By:___________________________________ BLACKROCK FINANCIAL MANAGEMENT: ----------------------------- SCUDXXX XXXXXX XXXESTMENTS, INC. By:____________________________________ : ----------------------------- Confirmed as of the date first above mentioned. XXXXXXX SALOXXX XXXXX XXXXXX INC. [ ] By: XXXXXXX XXXXX XXXXXX INCXXXNXX XXX. By: __________________________ Managing Director ---------------------- SCHEDULE I THE BLACKROCK [ ] KEMPXX XXXICIPAL INCOME TRUST INC. Underwriter Number of Underwriter Series E Shares ----------- --------- Xxxxxxx ------------------------- Saloxxx Xxxxx Xxxxxx Inc. --------- Xxxnxx Xxx. ...................... ------------------ Total.................................. 2600 EXHIBIT A FORM OF OPINION OF XXXXXXX, ARPS, SLATE, XXXXXXX & XXXX LLP........................................... 10,000

Applicable Law; Counterparts. This Agreement shall be governed ---------------------------- by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Adviser Advisers and the several Underwriters. Very truly yours, THE BLACKROCK [ ] STRATEGIC MUNICIPAL TRUST By:_____________________________________ BLACKROCK ADVISORS, INC. By:_____________________________________ BLACKROCK FINANCIAL MANAGEMENT, INC. By:_____________________________________ Confirmed as of the date first above mentionedmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXXXX XXXXX XXXXXX INC. [ ] PRUDENTIAL SECURITIES INCORPORATED As Representatives of the Several Underwriters By: XXXXXXX XXXXX XXXXXX BARNEY INC. By: __________________________ Managing Director SCHEDULE I THE BLACKROCK [ ] STRATEGIC MUNICIPAL TRUST INC. Underwriter Number of Underwriter ----------- Shares ----------- --------- ------ Xxxxxxx Xxxxx Xxxxxx Inc. --------- Total.................................. 2600 EXHIBIT A FORM OF OPINION OF XXXXXXX, ARPS, SLATE, XXXXXXX & XXXX LLPInc................... --

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the TrustCompany, the Adviser FCI and the several Underwriters. Very truly yours, THE BLACKROCK [ ] TRUST INC. By:___________________________________ BLACKROCK FINANCIAL MANAGEMENT, INC. By:____________________________________ Confirmed as of the date first above mentioned. XXXXXXX XXXXX XXXXXX INC. [ ] By: XXXXXXX XXXXX XXXXXX METRIS COMPANIES INC. By: ___________________________ Managing Director Name: Title: FINGERHUT COMPANIES, INC. By: ___________________________ Name: Title: Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. SMITX XXXXXX XXX. BEAR, STEAXXX & XO. INC. WILLXXX XXXXX & XOMPANY L.L.C. As Representatives of the Several Underwriters By SMITX XXXXXX XXX. By: Name: Title: SCHEDULE I THE BLACKROCK [ ] TRUST METRIS COMPANIES INC. Number of Underwriter Firm Shares ----------- --------- Xxxxxxx Smitx Xxxxxx Xxx. .................................. Bear, Steaxxx & Xo. Inc. ........................... Willxxx Xxxxx Xxxxxx Inc. --------- Total.................................. 2600 EXHIBIT A FORM OF OPINION OF XXXXXXX, ARPS, SLATE, XXXXXXX & XXXX LLPXompany L.L.C. ..................... Total .........................................

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Adviser Advisors and the several Underwriters. Very truly yours, THE BLACKROCK [ ] NEW JERSEY MUNICIPAL BOND TRUST By: ---------------------------------------- BLACKROCK ADVISORS, INC. By:___________________________________ : ---------------------------------------- BLACKROCK FINANCIAL MANAGEMENT, INC. By:____________________________________ : ---------------------------------------- Confirmed as of the date first above mentioned. XXXXXXX XXXXX XXXXXX INC. [ ] By: XXXXXXX XXXXX XXXXXX INC. By: __________________________ Managing -------------------------------------- Name: Xxxxxx X. Xxxx, Xx. Title: Director SCHEDULE I THE BLACKROCK [ ] NEW JERSEY MUNICIPAL BOND TRUST INC. Number of Underwriter Shares NUMBER OF UNDERWRITER SHARES ----------- --------- ------ Xxxxxxx Xxxxx Xxxxxx Inc. --------- Total.................................. 2600 Total EXHIBIT A FORM OF OPINION OF XXXXXXX, ARPS, SLATE, XXXXXXX & XXXX LLP

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Adviser and the several Underwriters. Very truly yours, THE BLACKROCK [ ] TRUST INC. By:___________________________________ BLACKROCK FINANCIAL MANAGEMENT, INC. By:____________________________________ Confirmed as of the date first above mentioned. XXXXXXX XXXXX XXXXXX INCSALOMON SMITH BARNEY XXX. [ ] By: XXXXXXX XXXXX XXXXXX INCSALOMON SMITH BARNEY XXX. ByXx: __________________________ Managing Director SCHEDULE I THE BLACKROCK [ ] TRUST INC. Number of Underwriter Shares ----------- --------- Xxxxxxx Xxxxx Xxxxxx Inc. Salomon Smith Barney Xxx. --------- Total.................................. 2600 EXHIBIT A FORM OF OPINION OF XXXXXXXSKADDEN, ARPS, SLATE, XXXXXXX XXXXXER & XXXX FLOM LLP

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Adviser Advisors and the several Underwriters. Very truly yours, THE BLACKROCK [ ] MUNICIPAL BOND TRUST By: ------------------------------------------ BLACKROCK ADVISORS, INC. By:___________________________________ : ------------------------------------------ BLACKROCK FINANCIAL MANAGEMENT, INC. By:____________________________________ : ------------------------------------------ Confirmed as of the date first above mentioned. XXXXXXX XXXXX XXXXXX INC. [ ] By: XXXXXXX XXXXX XXXXXX INC. By: __________________________ Managing -------------------------------------------- Name: Xxxxxx X. Xxxx, Xx. Title: Director SCHEDULE I THE BLACKROCK [ ] MUNICIPAL BOND TRUST INC. Number of Underwriter Shares NUMBER OF UNDERWRITER SHARES ----------- --------- ------ Xxxxxxx Xxxxx Xxxxxx Inc. --------- Total.................................. 2600 Total EXHIBIT A FORM OF OPINION OF XXXXXXX, ARPS, SLATE, XXXXXXX & XXXX LLP

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Adviser Advisors and the several Underwriters. Very truly yours, THE BLACKROCK [ ] NEW YORK MUNICIPAL BOND TRUST By: -------------------------------------- BLACKROCK ADVISORS, INC. By:___________________________________ : -------------------------------------- BLACKROCK FINANCIAL MANAGEMENT, INC. By:____________________________________ : -------------------------------------- Confirmed as of the date first above mentioned. XXXXXXX XXXXX XXXXXX INC. [ ] By: XXXXXXX XXXXX XXXXXX INC. By: __________________________ Managing -------------------------------------------- Name: Xxxxxx X. Xxxx, Xx. Title: Director SCHEDULE I THE BLACKROCK [ ] NEW YORK MUNICIPAL BOND TRUST INC. Number of Underwriter Shares NUMBER OF UNDERWRITER SHARES ----------- --------- ------ Xxxxxxx Xxxxx Xxxxxx Inc. --------- Total.................................. 2600 Total EXHIBIT A FORM OF OPINION OF XXXXXXX, ARPS, SLATE, XXXXXXX & XXXX LLP

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Adviser Advisors and the several Underwriters. Very truly yours, THE BLACKROCK [ ] CALIFORNIA MUNICIPAL BOND TRUST By: ----------------------------- BLACKROCK ADVISORS, INC. By:___________________________________ : ----------------------------- BLACKROCK FINANCIAL MANAGEMENT, INC. By:____________________________________ : ----------------------------- Confirmed as of the date first above mentioned. XXXXXXX XXXXX XXXXXX INC. [ ] By: XXXXXXX XXXXX XXXXXX INC. By: __________________________ Managing -------------------------- Name: Xxxxxx X. Xxxx, Xx. Title: Director SCHEDULE I THE BLACKROCK [ ] CALIFORNIA MUNICIPAL BOND TRUST INC. Number of Underwriter Shares ----------- --------- NUMBER OF UNDERWRITER SHARES Xxxxxxx Xxxxx Xxxxxx Inc. --------- Total.................................. 2600 EXHIBIT A FORM OF OPINION OF XXXXXXX, ARPS, SLATE, XXXXXXX & XXXX LLPInc.

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of text] 32 32 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Adviser Advisor and the several Underwriters. Very truly yours, THE BLACKROCK [ ] TRUST INC. COLONIAL INSURED MUNICIPAL FUND By:___________________________________ BLACKROCK FINANCIAL MANAGEMENTCOLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ Confirmed as of the date first above mentionedmentioned on behalf of [itself] [themselves] and the other several Underwriters named in Schedule I hereto. XXXXXXX SALOXXX XXXXX XXXXXX XXXNEY INC. [ ] As Representatives of the Several Underwriters By: XXXXXXX SALOXXX XXXXX XXXXXX INCXXXNXX XXX. By: :______________________________ Managing Director 33 1 SCHEDULE I THE BLACKROCK [ ] TRUST INC. COLONIAL INSURED MUNICIPAL FUND Number of Underwriter Shares ----------- --------- Xxxxxxx ------ Saloxxx Xxxxx Xxxxxx Xxxney Inc. --------- .................. ------ [Others..................................... ] ------ Total.................................. 2600 EXHIBIT A FORM OF OPINION OF XXXXXXX, ARPS, SLATE, XXXXXXX & XXXX LLP....................................... ------

Applicable Law; Counterparts. This Agreement shall be governed ---------------------------- by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Adviser Advisers and the several Underwriters. Very truly yours, THE BLACKROCK [ ] STRATEGIC MUNICIPAL TRUST INC. By:_______________________________ BLACKROCK ADVISORS, INC. By:_______________________________ BLACKROCK FINANCIAL MANAGEMENT, INC. By:____________________________________ Confirmed as of the date first above mentionedmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXXXX XXXXX XXXXXX INC. [ ] PRUDENTIAL SECURITIES INCORPORATED As Representatives of the Several Underwriters By: XXXXXXX XXXXX XXXXXX BARNEY INC. By: _______________________________ Managing Director SCHEDULE I THE BLACKROCK [ ] TRUST INC. Number of Underwriter Shares ----------- --------- Xxxxxxx Xxxxx Xxxxxx Inc. --------- Total.................................. 2600 EXHIBIT A FORM OF OPINION OF XXXXXXX, ARPS, SLATE, XXXXXXX & XXXX LLPSTRATEGIC MUNICIPAL TRUST

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Adviser Advisors and the several Underwriters. Very truly yours, THE BLACKROCK [ ] FLORIDA MUNICIPAL BOND TRUST By: -------------------------------- BLACKROCK ADVISORS, INC. By:___________________________________ : -------------------------------- BLACKROCK FINANCIAL MANAGEMENT, INC. By:____________________________________ : -------------------------------- 24 Confirmed as of the date first above mentioned. XXXXXXX XXXXX XXXXXX INC. [ ] By: XXXXXXX XXXXX XXXXXX INC. By: __________________________ Managing -------------------------------------------- Name: Xxxxxx X. Xxxx, Xx. Title: Director SCHEDULE I THE BLACKROCK [ ] FLORIDA MUNICIPAL BOND TRUST INC. Number of Underwriter Shares UNDERWRITER NUMBER OF ----------- --------- SHARES ------ Xxxxxxx Xxxxx Xxxxxx Inc. --------- Total.................................. 2600 EXHIBIT A FORM OF OPINION OF XXXXXXX, ARPS, SLATE, XXXXXXX & XXXX LLPInc.

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Adviser Advisors and the several Underwriters. Very truly yours, THE BLACKROCK [ ] MARYLAND MUNICIPAL BOND TRUST By: --------------------------- BLACKROCK ADVISORS, INC. By:___________________________________ : --------------------------- BLACKROCK FINANCIAL MANAGEMENT, INC. By:____________________________________ : --------------------------- Confirmed as of the date first above mentioned. XXXXXXX XXXXX XXXXXX INC. [ ] By: XXXXXXX XXXXX XXXXXX INC. By: __________________________ Managing -------------------------------- Name: Xxxxxx X. Xxxx, Xx. Title: Director SCHEDULE I THE BLACKROCK [ ] MARYLAND MUNICIPAL BOND TRUST INC. Number of Underwriter Shares NUMBER OF UNDERWRITER SHARES ----------- --------- Xxxxxxx Xxxxx Xxxxxx Inc. --------- Total.................................. 2600 ............................................... EXHIBIT A FORM OF OPINION OF XXXXXXX, ARPS, SLATE, XXXXXXX & XXXX LLP

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the TrustCompany, the Adviser Selling Stockholders and the several Underwriters. Very truly yours, THE BLACKROCK [ ] TRUST INC. By:___________________________________ BLACKROCK FINANCIAL MANAGEMENTMOTORCAR PARTS & ACCESSORIES, INC. By:____________________________________ : ------------------------------ Name: Title: ------------------------------ Xxx Xxxxx ------------------------------ Xxxxxxx Xxxxx Confirmed as of the date first above mentionedmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXXXX XXXXX XXXXXX INC. [ ] By: X.X. XXXXXXX & SONS, INC. As Representatives of the Several Underwriters By XXXXX XXXXXX INC. By: __________________________ By --------------------------------- Managing Director SCHEDULE I THE BLACKROCK [ ] TRUST MOTORCAR PARTS & ACCESSORIES, INC. Number of Underwriter Firm Shares ----------- --------- Xxxxxxx ----------- Xxxxx Xxxxxx Inc. --------- Total.................................. 2600 EXHIBIT A FORM OF OPINION OF XXXXXXX, ARPS, SLATE, XXXXXXX & XXXX LLPInc...........................................

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Adviser Advisors and the several Underwriters. Very truly yours, THE BLACKROCK [ ] VIRGINIA MUNICIPAL BOND TRUST By: -------------------------------------------- BLACKROCK ADVISORS, INC. By:___________________________________ : -------------------------------------------- BLACKROCK FINANCIAL MANAGEMENT, INC. By:____________________________________ : -------------------------------------------- Confirmed as of the date first above mentioned. XXXXXXX XXXXX XXXXXX INC. [ ] By: XXXXXXX XXXXX XXXXXX INC. By: __________________________ Managing -------------------------------------------- Name: Xxxxxx X. Xxxx, Xx. Title: Director SCHEDULE I THE BLACKROCK [ ] VIRGINIA MUNICIPAL BOND TRUST INC. Number of Underwriter Shares NUMBER OF UNDERWRITER SHARES ----------- --------- Xxxxxxx Xxxxx Xxxxxx Inc. --------- Total.................................. 2600 ........................................................... EXHIBIT A FORM OF OPINION OF XXXXXXX, ARPS, SLATE, XXXXXXX & XXXX LLP