Common use of Effective Date of Agreement Clause in Contracts

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, by notifying the Underwriters, or by the Underwriters, by notifying the Fund. If either of the Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is obligated but fails or refuses to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the non-defaulting Underwriter shall be obligated to purchase the Shares which such defaulting Underwriter is obligated, but fails or refuses, to purchase. If either of the Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date and the number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Fund for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, by notifying the Underwriters, or by the Underwriters, by notifying the Fund. If either of the Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is obligated but fails or refuses to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the non-defaulting Underwriter shall be obligated to purchase the Shares which such defaulting Underwriter is obligated, but fails or refuses, to purchase. If either of the Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date and the number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Fund for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commissionbecome effective. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, Fund by notifying the Underwritersyou, or by the Underwriters, you by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is obligated or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateShares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the aggregate number of Shares set forth opposite its name in Schedule I hereby bears to the aggregate number of Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 7 of the X.X. Xxxxxxx Master Agreement Among Underwriters, to purchase the Shares which such defaulting Underwriter is obligated, or Underwriters agreed but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyto

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, Fund by notifying the Underwriters, you or by you, as Representatives of the several Underwriters, by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the aggregate number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Xxxxxxx Xxxxx Xxxxxx Master Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligated, or Underwriters agreed but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund for the purchase of such Firm Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anywithout

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany and the Selling Stockholders. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule II hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxx Xxxxxx Inc., to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anythe

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Offered Units may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released given by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by Enbridge Management, on behalf of the FundPartnership, by notifying the Underwritersyou, or by the Underwriters, you by notifying Enbridge Management, on behalf of the FundPartnership. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which Offered Units that it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which Units that such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-one tenth of the aggregate number of Shares the Offered Units which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion that the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with the Master Agreement Among Underwriters relating to the offering of the Offered Units, to purchase the Shares which Offered Units that such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which Offered Units that it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares Offered Units with respect to which such default occurs is more than one-one tenth of the aggregate number of Shares which Offered Units that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Partnership for the purchase of such Shares Offered Units by the non-one or more non defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Partnership are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any party hereto (other than the non-defaulting Underwriter or the FundUnderwriter). In any such case which that does not result in termination of this Agreement, either the Representative you or the Fund Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Partnership, purchases Offered Units that a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 10 may be made by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commissionbecome effective. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, Fund by notifying the Underwritersyou, or by the Underwriters, you by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is obligated or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateShares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the aggregate number of Shares set forth opposite its name in Schedule I hereby bears to the aggregate number of Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 7 of the A.G. Edwards Master Agreement Amonx Xxxxxxxxxxrs, to purchase the Shares which such defaulting Underwriter is obligated, or Underwriters agreed but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyto

Effective Date of Agreement. This Agreement shall become effective: effective upon the later of (ia) upon the execution and delivery hereof by the parties hereto; or , and (iib) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering release of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement ; provided, however, that the provisions of Sections 8 and 9 shall have become at all times be effective, it may be terminated by the Fund, by notifying the Underwriters, or by the Underwriters, by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligatedor Underwriters agreed, but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to you, the Representative Company and the Fund Selling Shareholder for the purchase of such Firm Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter Underwriter, the Company or the FundSelling Shareholder. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company and the Selling Shareholder shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to the Registration Statement to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 12 of the Master Agreement Among Underwriters of Wachovia Capital Markets, LLC, to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Company, purchases Shares which a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 9 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; hereto or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Units may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, Partnership by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundPartnership. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Firm Units which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares Firm Units which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares the Firm Units which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 8 of the Agreement Among Underwriters of Friedman, Billings, Xxxxxx & Co., Inc, McDonald Investments Inc. and Xxxxxxx Xxxxxx Xxxxxx, to purchase the Shares Firm Units which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Firm Units which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares Firm Units with respect to which such default occurs is more than one-tenth of the aggregate number of Shares Firm Units which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Partnership for the purchase of such Shares Firm Units by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Partnership are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any party hereto (other than the non-defaulting Underwriter or the FundUnderwriter). In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. If any one or more of the Underwriters shall fail or refuse to purchase Additional Units which it or they are obligated to purchase hereunder on the Option Closing Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion which the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commissionbecome effective. Until such time as this Agreement shall have become effective, it may be terminated by the FundTrust, by notifying you, or by you, by notifying the Underwriters, or by the Underwriters, by notifying the FundTrust. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify, to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Trust for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Trust are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter Underwriter, the Trust or the FundAdvisors. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Trust shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Trust, purchases Shares which a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 11 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: effective upon the later of (ia) upon the execution and delivery hereof by the parties hereto; , or (iib) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering release of the Shares may commence, when oral notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, by notifying the Underwriters, If any one or by the Underwriters, by notifying the Fund. If either more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligatedor Underwriters agreed, but fails failed or refusesrefused, to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Firm Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 96 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to the registration statement to be declared effective before the offering of the Shares Securities may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwriters, or by the Underwriters, by notifying the FundCompany. If either of the any one or more Underwriters shall fail or refuse to purchase Shares which it is obligated and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase hereunder on shall constitute a default in the Closing Dateperformance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Firm Securities set forth opposite their names in Schedule I hereto bears to the aggregate number amount of Shares Firm Securities set forth opposite the names of all the remaining Underwriters) the Securities which such the defaulting Underwriter is obligated or Underwriters agreed but fails failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or refuses Underwriters agreed but failed to purchase is not more than one-tenth shall exceed 10% of the aggregate number principal amount of Shares which Securities set forth in Schedule I hereto, the remaining Underwriters are obligated shall have the right to purchase on the Closing Dateall, the non-defaulting Underwriter but shall not be obligated under any obligation to purchase the Shares which such defaulting Underwriter is obligatedany, but fails or refuses, to purchase. If either of the Securities, and if such nondefaulting Underwriters shall fail or refuse to do not purchase Shares which it is obligated to purchase on all the Closing Date and the number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Fund for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such defaultSecurities, this Agreement will terminate without liability on the part of the non-defaulting to any nondefaulting Underwriter or the FundCompany. In the event of a default by any such case which does not result Underwriter as set forth in termination of this AgreementSection 10, either the Representative or the Fund shall have the right to postpone the Closing DateDate shall be postponed for such period, but in no event for longer than seven daysnot exceeding five Business Days, as the nondefaulting Underwriters shall determine in order that the required changes, if any, changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder. Any notice under this Section 10 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: effective upon the later of (ia) upon the execution and delivery hereof by the parties hereto; , or (iib) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering release of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, by notifying the Underwriters, If any one or by the Underwriters, by notifying the Fund. If either more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligatedor Underwriters agreed, but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Firm Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter Underwriter, the Company or the FundSelling Shareholder. In any such case which that does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyRegistration

Effective Date of Agreement. This Agreement shall become effective: effective upon the later of (ia) upon the execution and delivery hereof by the parties hereto; or , and (iib) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering release of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement ; provided, however, that the provisions of Sections 7 and 8 shall have become at all times be effective, it may be terminated by the Fund, by notifying the Underwriters, or by the Underwriters, by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligatedor Underwriters agreed, but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Firm Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, Fund by notifying the Underwriters, you or by you, as Representatives of the several Underwriters, by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the aggregate number of Firm Shares set forth opposite its name in Schedule I hereby bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Xxxxxxx Xxxxx Xxxxxx Master Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligated, or Underwriters agreed but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund for the purchase of such Firm Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-any non- defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyState-

Effective Date of Agreement. This Agreement shall become effective: effective upon the later of (ia) upon the execution and delivery hereof by the parties hereto; or , and (iib) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering release of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement ; provided, however, that the provisions of Sections 7, and 8 shall have become at all times be effective, it may be terminated by the Fund, by notifying the Underwriters, or by the Underwriters, by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligatedor Underwriters agreed, but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Firm Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to the Registration Statement to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany. 38 If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Shares set forth opposite the names of all non-defaulting Underwriters, to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Company, purchases Shares which a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 9 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: effective --------------------------- upon the later of (ia) upon the execution and delivery hereof by the parties hereto; or , and (iib) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering release of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement ; provided, however, that the provisions of Sections 7, and 8 shall have become at all times be effective, it may be terminated by the Fund, by notifying the Underwriters, or by the Underwriters, by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligatedor Underwriters agreed, but fails or refuses, failed to refuse to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Firm Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Effective Date of Agreement. This Agreement shall become effective: --------------------------- (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany or the Selling Stockholders, by notifying you, or by you, as Lead Managers for the several Managers, by notifying the Underwriters, or by Company and the Underwriters, by notifying the FundSelling Stockholders. If either any one or more of the Underwriters Managers shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is Manager or Managers are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters Managers are obligated to purchase on the Closing Date, the each non-defaulting Underwriter Manager shall be obligated obligated, severally, in the proportion which the number of Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Shares set forth opposite the names of all non-defaulting Managers or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxx Xxxxxx Inc., to purchase the Shares which such defaulting Underwriter is Manager or Managers are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters Managers shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters Managers are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Fund for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on Selling Stockholders for the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anypurchase

Effective Date of Agreement. This Agreement shall become effective: (i) effective upon the execution and delivery hereof by all of the parties hereto; or (ii) if, at hereto and the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering release of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as ; provided, however, that the provisions of Sections 8 and 9 shall at all times be effective following the execution and delivery of this Agreement shall have become effective, it may be terminated by the Fund, by notifying the Underwriters, or by the Underwriters, by notifying the Fundparties hereto. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which Firm Securities that it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Shares which Firm Securities that such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Securities, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion that the number of Firm Securities set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Securities set forth opposite the names of all nondefaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Shares which Firm Securities that such defaulting Underwriter is obligatedor Underwriters agreed, but fails failed or refuses, refused to purchase. If either In that event, the Representative, for the accounts of the several nondefaulting Underwriters, may take up and pay for all or any part of such Firm Securities to be purchased by each nondefaulting Underwriter under this section, and may postpone the Closing Date to a time -39- 40 not exceeding three full business days after the Closing Date determined as provided in Section 4 of this Agreement. If any Underwriter or Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date Firm Securities and the aggregate number of Shares Firm Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which Firm Securities and the nondefaulting Underwriters are obligated do not purchase such Firm Securities, another person or persons to substitute for the defaulting Underwriters and purchase on the Closing Date and such Firm Securities is not found, or other arrangements satisfactory to you, the Representative Company and the Fund Selling Stockholders for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund Firm Securities are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, the non-defaulting Underwriter Company or the FundSelling Stockholders. In any such case which that does not result in termination of this Agreement, either the Representative you or the Fund Company and each of the Selling Stockholders shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 11. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to the registration statement to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwriters, or by the Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the Underwriters may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Smitx Xxxxxx Xxx., to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative Underwriters and the Fund Company for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you the Underwriters and the Fund Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative Underwriters or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Smitx Xxxxxx Xxx., to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anynot

Effective Date of Agreement. This Agreement shall become effective: effective upon the later of (ia) upon the execution and delivery hereof by the parties hereto; , or (iib) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering release of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, by notifying the Underwriters, If any one or by the Underwriters, by notifying the Fund. If either more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligatedor Underwriters agreed, but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Firm Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within with 36 hours after such default, this Agreement will terminate without liability on the part of the non-any non- defaulting Underwriter or the FundCompany or any Selling Shareholder. In any such case which that does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commissionbecome effective. Until such time as this Agreement shall have become effective, it may be terminated by the FundTrust, by notifying you, or by you, by notifying the Underwriters, or by the Underwriters, by notifying the FundTrust. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify, to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Trust for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Trust are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any36

Effective Date of Agreement. This Agreement shall become effectivecome in force from date of ratification, and will expire on November and will remain in force thereafter from year to year unless either party gives notice to the other party prior to the expiry but not more than ninety (90) days prior to the expiry day thereof of that party’s intention to terminate this Agreement to negotiate revisions thereof. Within fifteen 5) days of receipt of such notice by one party, the other party is required to enter into negotiation for a renewal or revision of the Agreement and both parties shall thereupon enter into such negotiations in good faith and make every reasonable effort to consummate a revised or renewed Agreement. CLEAN HARBORS COMMUNICATION, ENERGY, Xxxxx Xxxxx Xxxx Ed CANADA PAPERWORKERS UNION APPENDIX I WAGES WAGES Regular Rate (per hour) Shop Rate Mileage Rate Effective Effective Effective November November November Addendum to the Collective Agreement Re: (i) upon the execution and delivery hereof Lambton Dependent Contractors This Letter of Understanding is agreed by the parties hereto; or (ii) ifto form part of this Collective Agreement in the form of an addendum, at The basic principles of this Letter of Understanding are as follows: The Company will make available to its hourly-rated drivers the time this Agreement is executed and deliveredopportunity to become a Dependent Contractor, it is necessary providing “Broker” services for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering Clean harbors Canada Inc. out of the Shares may commenceLambton Facility. services are and distinguished as those services which, when notification due to customer demands and/or competitive market conditions, as determined by the Company, are required in order to attract, attain and/or retain business. When the Company determines that a Dependent Contractor arrangement is required to perform out of the effectiveness of Lambton Facility, hourly rated employees will be given the Registration Statement or such post-effective amendment has been released by first opportunity on a seniority basis to become a Dependent Contractor. In the Commission. Until such time as this Agreement shall have event no hourly rated employee chooses to become effectivea Dependent Contractor, it may be terminated by the Fund, by notifying the Underwriters, or by the Underwriters, by notifying the FundCompany will offer newly identified dependent contractor vacancies to Independent Contractors. If either the following process fails to fill the vacancy the Company may enter into any arrangement as it deems necessary to meet the requirements of the Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is obligated but fails or refuses to purchase is above. Independent Contractors will not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the non-defaulting Underwriter shall be obligated to purchase the Shares which such defaulting Underwriter is obligated, but fails or refuses, to purchase. If either of the Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date and the number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Fund for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus bump or anyotherwise be transferred to a company driver position.

Effective Date of Agreement. This Agreement shall become effective: effective upon the later of (ia) upon the execution and delivery hereof by the parties hereto; or , and (iib) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering release of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement ; provided, however, that the provisions of Sections 8 and 9 shall have become at all times be effective, it may be terminated by the Fund, by notifying the Underwriters, or by the Underwriters, by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligatedor Underwriters agreed, but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to you, the Representative Company and the Fund Selling Stockholders for the purchase of such Firm Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter Underwriter, the Company or the FundSelling Stockholders. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company and the Selling Stockholders shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Offered Units may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released given by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by Enbridge Management, on behalf of the FundCompanies, by notifying the Underwritersyou, or by the Underwriters, you by notifying Enbridge Management, on behalf of the FundCompanies. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Offered Units which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares Units which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-one tenth of the aggregate number of Shares the Offered Units which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of UBS Securities LLC, to purchase the Shares Offered Units which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Offered Units which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares Offered Units with respect to which such default occurs is more than one-one tenth of the aggregate number of Shares Offered Units which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Partnership for the purchase of such Shares Offered Units by the non-one or more non defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Partnership are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any party hereto (other than the non-defaulting Underwriter or the FundUnderwriter). In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. If any one or more of the Underwriters shall fail or refuse to purchase Additional Units which it or they are obligated to purchase hereunder on the Option Closing Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion which the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of UBS Securities LLC, to purchase the Additional Units which such defaulting Underwriter or Underwriters are obligated, but fail or refuse, to purchase. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Partnership, purchases Offered Units which a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 10 may be made by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: -------------------------------- (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, Fund by notifying the Underwriters, you or by you, as Representatives of the several Underwriters, by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the aggregate number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non- defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Xxxxxxx Xxxxx Xxxxxx Master Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligated, or Underwriters agreed but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund for the purchase of such Firm Shares by the non-one or more non- defaulting Underwriter Underwriters or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying you, or by you, as Lead Managers of the several Managers, by notifying the Underwriters, or by the Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters Managers shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is Manager or Managers are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters Managers are obligated to purchase on the Closing Date, the each non-defaulting Underwriter Manager shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Managers or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxx Xxxxxx Inc., to purchase the Shares which such defaulting Underwriter is Manager or Managers are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters Managers shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters Managers are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares by the one or more non-defaulting Underwriter Managers or other party or parties approved by you and the Fund Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter Manager or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Notes may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released given by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by Enbridge Management, on behalf of the Fund, Partnership by notifying the Underwritersyou, or by the Underwriters, you by notifying Enbridge Management, on behalf of the FundPartnership. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which Notes that it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number principal amount of Shares which the Notes that such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number principal amount of Shares which the Notes that the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion that the principal amount of the Notes set forth opposite its name in Schedule I hereto bears to the aggregate principal amount of the Notes set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with the Master Agreement Among Underwriters relating to the offering of the Notes, to purchase the Shares which principal amount of the Notes that such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which Notes that it is or they are obligated to purchase on the Closing Date and the number aggregate principal amount of Shares the Notes with respect to which such default occurs is more than one-tenth of the aggregate number principal amount of Shares which the Notes that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Partnership for the purchase of such Shares principal amount of the Notes by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Partnership are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any party hereto (other than the non-defaulting Underwriter or the FundUnderwriter). In any such case which that does not result in termination of this Agreement, either the Representative you or the Fund Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Partnership, purchases Notes that a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 10 may be made by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission; provided, however, that the provisions of Sections 7 and 9 of this Agreement shall at all times be effective. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxx Xxxxxx Inc., to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Securities may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, Company by notifying the Underwritersyou, or by you, on behalf of the several Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which Securities that it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number principal amount of Shares which Securities that such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number principal amount of Shares which Securities that the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion that the principal amount of Securities set forth opposite its name in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify, to purchase the Shares which Securities that such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either of the Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date and the number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Fund for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but ; PROVIDED that in no event for longer than seven days, in order shall the principal amount of Securities that the required changes, if any, in the Registration Statement and the Prospectus or anyany Underwriter has

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Offered Units may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundPartnership, by notifying the Underwritersyou, or by you, as the Representative of the several Underwriters, by notifying the FundPartnership. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Offered Units which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Shares Offered Units which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateOffered Units, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Offered Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Offered Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Salomon Smith Barney Inc., to purchase the Shares Offered Units which such defaulting Underwriter is obligatedxxxxxxxxxx Xnderwriter or Underwriters agreed, but fails failed or refusesrefused, to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date Offered Units and the aggregate number of Shares Offered Units with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date Offered Units and arrangements satisfactory to the Representative you and the Fund Partnership for the purchase of such Shares Offered Units by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Partnership are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundPartnership. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Final Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Partnership, purchases Offered Units which a defaulting Underwriter agreed, but failed or refused, to purchase. Any notice under this Section 10 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Notes may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Shares the Notes which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number principal amount of Shares such Notes which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number principal amount of Shares such Notes which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the principal amount of such Notes set forth opposite its name in Schedule I hereto bears to the aggregate principal amount of such Notes set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Smith Barney Inc., to purchase the Shares Notes which such defaulting Underwriter is Underwritxx xx Xxxxxxriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares the Notes which it is or they are obligated to purchase on the Closing Date and the number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Fund for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyprincipal amount -20-

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto or an Abbreviated Registration Statement to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the CommissionCommission or such Abbreviated Registration Statement has, pursuant to the provisions of Rule 462 under the Act, become effective. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Smitx Xxxxxx, Xxrrxx Xxxxx & Xo. Incorporated (predecessor of Smitx Xxxxxx Xxx.), to purchase the Shares which such defaulting Underwriter is obligatedor Underwriters agreed, but fails failed or refusesrefused, to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundTrust, by notifying the Underwriters, or by the Underwriters, by notifying the FundTrust. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify, to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Trust for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Trust are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter Underwriter, the Trust or the FundAdviser. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Trust shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Trust, purchases Shares which a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 11 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Preferred Shares may commence, when oral (confirmed promptly in writing) or written notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, Fund by notifying the Underwriters, you or by you, as Representative of the several Underwriters, by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Preferred Shares which it is obligated or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Preferred Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DatePreferred Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the aggregate number of Preferred Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Preferred Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with the Xxxxxxx Xxxxx Xxxxxx Master Agreement Among Underwriters, to purchase the Preferred Shares which such defaulting Underwriter is obligated, or Underwriters agreed but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Preferred Shares which it is obligated to purchase on the Closing Date and the aggregate number of Preferred Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Preferred Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund for the purchase of such Preferred Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anythis

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Offered Units may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released given by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by Enbridge Management, on behalf of the FundPartnership, by notifying the Underwritersyou, or by the Underwriters, you by notifying Enbridge Management, on behalf of the FundPartnership. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Offered Units which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares Units which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-one tenth of the aggregate number of Shares the Offered Units which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with the Master Agreement Among Underwriters of Xxxxxx Brothers Inc., to purchase the Shares Offered Units which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Offered Units which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares Offered Units with respect to which such default occurs is more than one-one tenth of the aggregate number of Shares Offered Units which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Partnership for the purchase of such Shares Offered Units by the non-one or more non defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Partnership are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any party hereto (other than the non-defaulting Underwriter or the FundUnderwriter). In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. If any one or more of the Underwriters shall fail or refuse to purchase Additional Units which it or they are obligated to purchase hereunder on the Option Closing Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion which the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting underwriters or in such other proportion as you may specify in accordance with the Master Agreement Among Underwriters of Xxxxxx Brothers Inc., to purchase the Additional Units which such defaulting Underwriter or Underwriters are obligated, but fail or refuse, to purchase. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Partnership, purchases Offered Units which a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 10 may be made by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become --------------------------- effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Notes may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying you, or by you, by notifying the Underwriters, or by the Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Firm Notes which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number principal amount of Shares Firm Notes which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number principal amount of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Notes, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the principal amount of Firm Notes set forth opposite its name in Schedule I hereto bears to the aggregate principal amount of Firm Notes set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify, to purchase the Shares Firm Notes which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Firm Notes which it is or they are obligated to purchase on the Closing Date and the number aggregate principal amount of Shares Firm Notes with respect to which such default occurs is more than one-tenth of the aggregate number principal amount of Shares which the Underwriters are obligated to purchase on the Closing Date Firm Notes and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares Firm Notes by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Company, purchases Notes which a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 10 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Offered Units may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundPartnership, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundPartnership. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Offered Units which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Shares Offered Units which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateOffered Units, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Offered Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Offered Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxxxx Xxxxx Barney Inc., to purchase the Shares Offered Units which such defaulting Underwriter is obligatedor Underwriters agreed, but fails failed or refusesrefused, to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date Offered Units and the aggregate number of Shares Offered Units with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date Offered Units and arrangements satisfactory to the Representative you and the Fund Partnership for the purchase of such Shares Offered Units by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Partnership are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundPartnership. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Final Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Partnership, purchases Offered Units which a defaulting Underwriter agreed, but failed or refused, to purchase. Any notice under this Section 10 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Smitx Xxxxxx Xxx., to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anythe

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Offered Units may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundPartnership, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundPartnership. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Offered Units which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Shares Offered Units which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateOffered Units, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Offered Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Offered Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Salomon Smith Barney Inc., to purchase the Shares Offered Units which such defaulting Underwriter is obligateddexxxxxxxx Xxxxrwriter or Underwriters agreed, but fails failed or refusesrefused, to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date Offered Units and the aggregate number of Shares Offered Units with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date Offered Units and arrangements satisfactory to the Representative you and the Fund Partnership for the purchase of such Shares Offered Units by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Partnership are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundPartnership. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Final Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Partnership, purchases Offered Units which a defaulting Underwriter agreed, but failed or refused, to purchase. Any notice under this Section 10 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to the Registration Statement to be declared effective before the offering of the Shares Debentures may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany. If either If, on the Closing Date or any Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares the Firm Debentures or the Additional Debentures, as the case may be, which it is or they are obligated to purchase hereunder on the Closing Datesuch date, and the aggregate number principal amount at maturity of Shares the Firm Debentures or the Additional Debentures, as the case may be, which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number principal amount at maturity of Shares Debentures which the all Underwriters are obligated to purchase on the Closing Datesuch date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the principal amount at maturity of Firm Debentures set forth opposite its name in Schedule I hereto bears to the aggregate principal amount at maturity of Firm Debentures set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Smith Barney Inc., to purchase the Shares Firm Debentures or the Additional Dxxxxxxxxx, xs the case may be, which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either If, on the Closing Date or any Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares the Firm Debentures or the Additional Debentures, as the case may be, which it is or they are obligated to purchase on the Closing Date such date and the number aggregate principal amount at maturity of Shares the Firm Debentures or the Additional Debentures, as the case may be, with respect to which such default occurs is more than one-tenth of the aggregate number principal amount at maturity of Shares Debentures which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Fund for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anythe

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commissionbecome effective. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, Fund by notifying the Underwritersyou, or by the Underwriters, you by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is obligated or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more less than or equal to one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateShares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the aggregate number of Shares set forth opposite its name in Schedule I hereby bears to the aggregate number of Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 7 of the X.X. Xxxxxxx Master Agreement Among Underwriters, to purchase the Shares which such defaulting Underwriter is obligated, or Underwriters agreed but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the Fund, the Adviser or Sub-Adviser. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect to any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Fund, purchases Shares which a defaulting Underwriter agreed, but failed or refused, to purchase. Any notice under this Section 11 may be made by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany and the Selling Stockholders. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule II hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Smitx Xxxxxx Xxx., to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares by the non-one or more non- defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action

Effective Date of Agreement. This Agreement shall become effective: effective upon the later of (ia) upon the execution and delivery hereof by the parties hereto; or , and (iib) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering release of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement ; provided, however, that the provisions of Sections 8 and 9 shall have become at all times be effective, it may be terminated by the Fund, by notifying the Underwriters, or by the Underwriters, by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligatedor Underwriters agreed, but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to you, the Representative Company and the Fund Selling Stockholders for the purchase of such Firm Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter Underwriter, the Company or the FundSelling Stockholders. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company and the Selling Stockholders shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany and the Selling Stockholders. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is obligated or Underwriters are obligated, but fails fail or refuses refuse, to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule II hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Smitx Xxxxxx Xxx., to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares by the non-defaulting Underwriter one or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anymore

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying you, or by you, as Lead Managers for the several Managers, by notifying the Underwriters, or by the Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters Managers shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is Manager or Managers are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters Managers are obligated to purchase on the Closing Date, the each non-defaulting Underwriter Manager shall be obligated obligated, severally, in the proportion which the number of Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Shares set forth opposite the names of all non-defaulting Managers or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxx Xxxxxx Inc., to purchase the Shares which such defaulting Underwriter is Manager or Managers are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters Managers shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters Managers are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyShares

Effective Date of Agreement. This Agreement shall become ---------------------------- effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-post- effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxx Xxxxxx Inc., to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyseven

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Preferred Securities may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany or the Trust, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundOfferors. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Preferred Securities which it is or they are obligated to purchase hereunder on the Closing Datehereunder, and the aggregate number of Shares Preferred Securities which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DatePreferred Securities, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Preferred Securities set forth opposite its name in Schedule I hereto bears to the aggregate number of Preferred Securities set forth opposite the names of all non-defaulting Underwrites, to purchase the Shares Preferred Securities which such defaulting Underwriter is or Underwriters are obligated, but fails failed or refusesrefused, to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date Preferred Securities and the aggregate number of Shares Preferred Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date Preferred Securities and arrangements satisfactory to the Representative you and the Fund Offerors for the purchase of such Shares Preferred Securities by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Offerors are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundOfferors. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Offerors shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyhave

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto or to either Prior Registration Statement or an Additional Registration Statement to be declared effective before the offering of the Shares Capital Securities may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the CommissionCommission or, in the case of an Additional Registration Statement, upon the filing of such Additional Registration Statement. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany or the Trust, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundOfferors. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Capital Securities which it is or they are obligated to purchase hereunder on the Closing Datehereunder, and the aggregate number of Shares Capital Securities which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateCapital Securities, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Capital Securities set forth opposite its name in Schedule I hereto bears to the aggregate number of Capital Securities set forth opposite the names of all non-defaulting Underwriters, to purchase the Shares Capital Securities which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date Capital Securities and the aggregate number of Shares Capital Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date Capital Securities and arrangements satisfactory to the Representative you and the Fund Offerors for the purchase of such Shares Capital Securities by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Offerors are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyterminate

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Securities may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, Company by notifying the Underwritersyou, or by you, on behalf of the several Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which Securities that it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number principal amount of Shares which Securities that such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number principal amount of Shares which Securities that the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion that the principal amount of Securities set forth opposite its name in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify, to purchase the Shares which Securities that such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase; PROVIDED that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Underwriter. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which Securities that it is or they are obligated to purchase on the Closing Date and the number aggregate principal amount of Shares Securities with respect to which such default occurs is more than one-tenth of the aggregate number principal amount of Shares which Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares Securities by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Company are not made within 36 hours after such default, this Agreement will shall terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which that does not result in termination of this Agreement, either the Representative any of you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto or an Additional Registration Statement to be declared effective before the offering of the Shares Preferred Securities may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the CommissionCommission or, in the case of an Additional Registration Statement, upon the filing of such Additional Registration Statement. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany or the Trust, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundOfferors. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Firm Preferred Securities which it is or they are obligated to purchase hereunder on the Closing Datehereunder, and the aggregate number of Shares Firm Preferred Securities which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Preferred Securities, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Preferred Securities set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Preferred Securities set forth opposite the names of all non-defaulting Underwriters, to purchase the Shares Firm Preferred Securities which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date Firm Preferred Securities and the aggregate number of Shares Firm Preferred Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date Firm Preferred Securities and arrangements satisfactory to the Representative you and the Fund Offerors for the purchase of such Shares Firm Preferred Securities by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any33

Effective Date of Agreement. Termination This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of you or any group of Underwriters (iiwhich may include you) which has agreed to purchase in the aggregate at least 50% of the Units if, at (x) since the time of execution of this Agreement or the respective dates as of which information is executed and delivered, it is necessary for given in the Registration Statement and Prospectus, there has been any material adverse change, financial or a post-effective amendment thereto otherwise (other than as referred to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of in the Registration Statement and Prospectus as of the date hereof), in the operations, business, condition or prospects of the TEPPCO Entities or their subsidiaries taken as a whole, which would, in your judgment or in the judgment of such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, by notifying the group of Underwriters, make it impracticable or by inadvisable to market the Underwriters, by notifying the Fund. If either of the Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase hereunder Units on the Closing Date, terms and in the aggregate number of Shares which such defaulting Underwriter is obligated but fails or refuses to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the non-defaulting Underwriter shall be obligated to purchase the Shares which such defaulting Underwriter is obligated, but fails or refuses, to purchase. If either of the Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date and the number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Fund for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, manner contemplated in the Registration Statement and the Prospectus Prospectus, or any(y) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement in the rating accorded any notes of, or notes guaranteed by, the Partnership or any of its subsidiaries by any "nationally recognized statistical rating organization," as that term is defined in Rule 436(g)(2) under the Securities Act (other than one downgrading by Moody's Investors Service, Inc. of the Partnership or TE Products) or, (x) xx, at any time prior to the time of purchase or additional time of purchase, as the case may be, there shall have occurred: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, American Stock Exchange or NASDAQ; (ii) a suspension or material limitation in trading in Common Units of the Partnership on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market; (iii) a general moratorium on commercial banking activities declared either by the United States, Texas or New York State authorities, a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities or acts of terrorism involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment or in the judgment of such group of Underwriters, to make it impracticable or inadvisable to market the Units on the terms and in the manner contemplated in the Registration Statement and the Prospectus. If you or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Partnership and each other Underwriter shall be notified promptly by letter or telegram. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because any of the Partnership shall be unable to comply with any of the terms of this Agreement, the Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Partnership under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-post- effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany and the Selling Stockholders. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule II hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxx Xxxxxx Inc., to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyRegistration

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, Fund by notifying the Underwriters, you or by you, as Representatives of the several Underwriters, by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the aggregate number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with of the Xxxxxxx Xxxxx Xxxxxx Master Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligated, or Underwriters agreed but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund for the purchase of such Firm Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anythe

Effective Date of Agreement. This Agreement shall become effective: effective upon the later of (ia) upon the execution and delivery hereof by the parties hereto; , or (iib) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering release of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, by notifying the Underwriters, If any one or by the Underwriters, by notifying the Fund. If either more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-one- tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non- defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligatedor Underwriters agreed, but fails failed or refusesrefused, to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to you, the Representative and the Fund Company for the purchase of such Firm Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 96 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Preferred Securities may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany or the Trust, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundOfferors. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Preferred Securities which it is or they are obligated to purchase hereunder on the Closing Datehereunder, and the aggregate number of Shares Preferred Securities which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DatePreferred Securities, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Preferred Securities set forth opposite its name in Schedule I hereto bears to the aggregate number of Preferred Securities set forth opposite the names of all non-defaulting Underwrites, to purchase the Shares Preferred Securities which such defaulting Underwriter is or Underwriters are obligated, but fails failed or refusesrefused, to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date Preferred Securities and the aggregate number of Shares Preferred Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date Preferred Securities and arrangements satisfactory to the Representative you and the Fund Offerors for the purchase of such Shares Preferred Securities by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Offerors are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundOfferors. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Offerors shall have the right to postpone the Closing DateTime, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Offerors, purchases Preferred Securities which a defaulting Underwriter is obligated, but fail or refuses, to purchase. Any notice under this Section 10 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to the Registration Statement to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Shares set forth opposite the names of all non-defaulting Underwriters to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Company, purchases Shares which a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 9 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters, or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxx Xxxxxx Inc., to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date Date, and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anythe

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany and the Selling Stockholders. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-one- tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule II hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxx Xxxxxx Inc., to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyfor

Effective Date of Agreement. This Agreement shall become --------------------------- effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Notes may commence, when notification of the effectiveness of the Registration Statement or such post-post- effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundIssuers by notifying you, or by you, by notifying the Underwriters, or by the Underwriters, by notifying the FundIssuers. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Notes which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number principal amount of Shares Notes which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number principal amount of Shares the Notes which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the principal amount of Notes set forth opposite its name in Schedule I hereto bears to the aggregate principal amount of Notes set forth opposite the names of all non- defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxx Xxxxxx Inc., to purchase the Shares Notes which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Notes which it is or they are obligated to purchase on the Closing Date and the number aggregate principal amount of Shares Notes with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Fund for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyprincipal

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; hereto or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Units may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, Partnership by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundPartnership. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Units which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares Units which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-one- tenth of the aggregate number of Shares the Units which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxxxx Xxxxx Barney Inc., to purchase the Shares Units which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Units which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares Units with respect to which such default occurs is more than one-tenth of the aggregate number of Shares Units which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Partnership for the purchase of such Shares Units by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Partnership are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any party hereto (other than the non-defaulting Underwriter or the FundUnderwriter). In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any-42-

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Offering Securities may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representative of the several Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase any Firm Shares which or Firm Warrants that it is or they are obligated to purchase hereunder on the Initial Closing Date, and the aggregate number of Firm Shares and Firm Warrants which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares such securities which the Underwriters are obligated to purchase on the Initial Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares and Firm Warrants set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares and Firm Warrants set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section __ of the Master Agreement Among Underwriters of Werbel-Roth Securities, Inc., to purchase the Firm Shares which and Firm Warxxxxx xxxxx such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date and the number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Fund for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyFirm Warrants

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Securities may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying you, or by you, by notifying the Underwriters, or by the Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Securities which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which Securities that such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares Securities which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Securities set forth opposite its name in Exhibit A hereto bears to the aggregate number of Firm Securities set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Smitx Xxxxxx Xxx., to purchase the Shares Securities which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date and the number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Fund for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyto

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, Fund by notifying the Underwriters, you or by you, as Representatives of the several Underwriters, by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the aggregate number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with the Salomon Smith Barney Master Agreement Among Underwriters, to purchase the Shares which such Xxxx Xxxxxx xhxxx xxch defaulting Underwriter is obligated, or Underwriters agreed but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund for the purchase of such Firm Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term

Effective Date of Agreement. This Agreement shall become effective: effective upon the later of (ia) upon the execution and delivery hereof by the parties hereto; or , and (iib) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by Statement; provided, however, that the Commission. Until such time as this Agreement provisions of Sections 8 and 9 shall have become at all times be effective, it may be terminated by the Fund, by notifying the Underwriters, or by the Underwriters, by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligatedor Underwriters agreed, but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to you, the Representative Company and the Fund Selling Stockholder for the purchase of such Firm Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter Underwriter, the Company or the FundSelling Stockholder. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company and the Selling Stockholder shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Effective Date of Agreement. This Agreement shall become --------------------------- effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Notes may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-post- effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying you, or by you, by notifying the Underwriters, or by the Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Firm Notes which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number principal amount of Shares Firm Notes which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number principal amount of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Notes, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the principal amount of Firm Notes set forth opposite its name in Schedule I hereto bears to the aggregate principal amount of Firm Notes set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxx Xxxxxx Inc., to purchase the Shares Firm Notes which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date and the number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Fund for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyFirm Notes

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Offered Units may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released given by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundGeneral Partner, on behalf of the Companies, by notifying the Underwritersyou, or by the Underwriters, you by notifying the FundGeneral Partner, on behalf of the Companies. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Offered Units which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares Units which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-one tenth of the aggregate number of Shares the Offered Units which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxxxx Xxxxx Barney, Inc., to purchase the Shares Offered Units which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Offered Units which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares Offered Units with respect to which such default occurs is more than one-one tenth of the aggregate number of Shares Offered Units which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Partnership for the purchase of such Shares Offered Units by the non-one or more non defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Partnership are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any party hereto (other than the non-defaulting Underwriter or the FundUnderwriter). In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyRegistration

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Notes may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundPartnership, by notifying the Underwritersyou, or by the you as Underwriters, by notifying the FundPartnership. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Notes which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Shares Notes which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateNotes, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Notes set forth opposite its name in Schedule I hereto bears to the aggregate number of Notes set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of each of Banc of America Securities LLC and Salomon Smith Barney Inc., to purchase the Shares Notes which such defaulting Underwriter is obligatedXxxxxxxxxxx ox Xxxxrwriters agreed, but fails failed or refusesrefused, to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date Notes and the aggregate number of Shares Notes with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date Notes and arrangements satisfactory to the Representative you and the Fund Partnership for the purchase of such Shares Notes by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Partnership are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundPartnership. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Final Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Partnership, purchases Notes which a defaulting Underwriter agreed, but failed or refused, to purchase. Any notice under this Section 10 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, by notifying the Underwriters, or by the Underwriters, by notifying the Fund. If either any of the Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is obligated but fails or refuses to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the non-defaulting Underwriter Underwriters shall be obligated severally, in the proportion which the aggregate number of Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the Representative may specify in accordance with the Salomon Smith Barney Master Agreement Among Underwriters, to purchase xx xxx Xxxxxxg Xxxx the Shares which such defaulting Underwriter is obligated, but fails or refuses, to purchase. If either any of the Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date and the number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Fund for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve the defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Fund, purchases Shares which a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 11 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: effective upon the later of (ia) upon the execution and delivery hereof by the parties hereto; , or (iib) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering release of the Shares may commence, when oral notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, by notifying the Underwriters, If any one or by the Underwriters, by notifying the Fund. If either more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as may be specified in the Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligatedor Underwriters agreed, but fails failed or refusesrefused, to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Firm Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 96 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany 31 other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying you, or by you, by notifying the Underwriters, or by the Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-one- tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxx Xxxxxx Inc., to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anythe

Effective Date of Agreement. This Agreement shall become effective: --------------------------------- (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, Fund by notifying the Underwriters, you or by you, as Representatives of the several Underwriters, by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the aggregate number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non- defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Xxxxxxx Xxxxx Xxxxxx Master Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligated, or Underwriters agreed but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund for the purchase of such Firm Shares by the non-one or more non- defaulting Underwriter Underwriters or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyto

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany and the Selling Shareholders. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule II hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Smitx Xxxxxx Xxx., to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement

Effective Date of Agreement. This Agreement shall become effective: (i) --------------------------- upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, Fund by notifying the Underwriters, you or by you, as Representatives of the several Underwriters, by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the aggregate number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Xxxxxxx Xxxxx Xxxxxx Master Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligated, or Underwriters agreed but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund for the purchase of such Firm Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-any non- defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect to any such default of any such Underwriter

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany and the Selling Shareholders. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule II hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Smitx Xxxxxx Xxx., to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Fund for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyare

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Offered Units may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released given by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by Enbridge Management, on behalf of the FundPartnership, by notifying the Underwritersyou, or by the Underwriters, you by notifying Enbridge Management, on behalf of the FundPartnership. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Offered Units which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares Units which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-one tenth of the aggregate number of Shares the Offered Units which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with the Master Agreement Among Underwriters of UBS Securities LLC, to purchase the Shares Offered Units which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Offered Units which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares Offered Units with respect to which such default occurs is more than one-one tenth of the aggregate number of Shares Offered Units which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Partnership for the purchase of such Shares Offered Units by the non-one or more non defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Partnership are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any party hereto (other than the non-defaulting Underwriter or the FundUnderwriter). In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. If any one or more of the Underwriters shall fail or refuse to purchase Additional Units which it or they are obligated to purchase hereunder on the Option Closing Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion which the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting underwriters or in such other proportion as you may specify in accordance with the Master Agreement Among Underwriters of UBS Securities LLC, to purchase the Additional Units which such defaulting Underwriter or Underwriters are obligated, but fail or refuse, to purchase. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Partnership, purchases Offered Units which a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 10 may be made by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: --------------------------- (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Debentures may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Debentures which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number principal amount of Shares Debentures which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number principal amount of Shares Debentures which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the principal amount of Debentures set forth opposite its name in Schedule I hereto bears to the aggregate principal amount of Debentures set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxx Xxxxxx Inc., to purchase the Shares Debentures which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Debentures which it is or they are obligated to purchase on the Closing Date and the number aggregate principal amount of Shares Debentures with respect to which such default occurs is more than one-tenth of the aggregate number principal amount of Shares Debentures which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares Debentures by the non-one or more non- defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anythe

Effective Date of Agreement. This Agreement shall become effective: effective upon the later of (ia) upon the execution and delivery hereof by the parties hereto; , or (iib) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering release of the Shares may commence, when oral notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, by notifying the Underwriters, If any one or by the Underwriters, by notifying the Fund. If either more of the Underwriters shall fail or refuse to purchase Shares Firm Units which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Shares Firm Units which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Units, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Shares Firm Units which such defaulting Underwriter is obligatedor Underwriters agreed, but fails failed or refusesrefused, to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date Firm Units and the aggregate number of Shares Firm Units with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date Firm Units and arrangements satisfactory to the Representative you and the Fund Partnership for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund Firm Units are not made within 36 96 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundPartnership. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Effective Date of Agreement. This Agreement shall become effective: (iA) upon the execution and delivery hereof by the parties hereto; or (iiB) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Notes may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwriters, or by the Underwriters, Underwriters by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Notes which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number principal amount of Shares the Notes which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number principal amount of Shares which the Underwriters are obligated to purchase on the Closing DateNotes, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the aggregate principal amount of Notes set forth opposite its name in Schedule I hereto bears to the aggregate principal amount of Notes set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the Underwriters may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Smitx Xxxxxx, Xxrrxx Xxxxx & Xo. Incorporated (predecessor to Smitx Xxxxxx Xxx.), to purchase the Shares Notes which such defaulting Underwriter is obligatedor Underwriters agreed, but fails failed or refusesrefused, to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date Notes and the number aggregate principal amount of Shares Notes with respect to which such default occurs is more than one-tenth of the aggregate number principal amount of Shares which the Underwriters are obligated to purchase on the Closing Date Notes and arrangements satisfactory to the Representative Underwriters and the Fund Company for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund Notes are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative Underwriters or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. Any notice under this Section 10 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commissionbecome effective. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, Fund by notifying the Underwriters, you or by you, as Representatives of the several Underwriters, by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which it is or they are obligated to purchase hereunder on the Closing Date, Date and the aggregate number of Firm Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of the Firm Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the aggregate number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 11 of the Salomon Smith Barney Master Agreement Among Underwriters, to purchase the Shares which such Xxxx Xxxxxx xhxxx xxch defaulting Underwriter is obligated, or Underwriters are obligated but fails fail or refuses, refuse to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date Date, and arrangements satisfactory to the Representative you and the Fund for the purchase of such Firm Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter Underwriter, the Fund or the FundAdvisers. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect to any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Fund, purchases Firm Shares which a defaulting Underwriter agreed, but failed or refused, to purchase. Any notice under this Section 10 may be made by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Offered Units may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released given by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundGeneral Partner, on behalf of the Companies, by notifying the Underwritersyou, or by the Underwriters, you by notifying the FundGeneral Partner, on behalf of the Companies. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Offered Units which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares Units which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-one tenth of the aggregate number of Shares the Offered Units which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Salomon Smith Barney, Inc., to purchase the Shares Offered Units which such defaulting Underwriter is dxxxxxxxxx Xxxerwriter or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Offered Units which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares Offered Units with respect to which such default occurs is more than one-one tenth of the aggregate number of Shares Offered Units which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Partnership for the purchase of such Shares Offered Units by the non-one or more non defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Partnership are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any party hereto (other than the non-defaulting Underwriter or the FundUnderwriter). In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. If any one or more of the Underwriters shall fail or refuse to purchase Additional Units which it or they are obligated to purchase hereunder on the Option Closing Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion which the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Salomon Smith Barney Inc., to purchase the Additional Units which such xxxxxxxxxx Xnxxxxxxter or Underwriters are obligated, but fail or refuse, to purchase. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Partnership, purchases Offered Units which a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 10 may be made by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Notes may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Notes which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number principal amount of Shares Notes which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number principal amount of Shares Notes which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the principal amount of Notes set forth opposite its name in Schedule I hereto bears to the aggregate principal amount of Notes set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Smith Barney Inc., to purchase the Shares Notes which such defaulting Underwriter is Underwritxx xx Xxxxxxriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Notes which it is or they are obligated to purchase on the Closing Date and the number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Fund for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyprincipal amount

Effective Date of Agreement. This Agreement shall become effective: effective upon the later of (ia) upon the execution and delivery hereof by the parties hereto; or (iib) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering release of the Shares may commence, when notification of the effectiveness of the Registration Statement or by the Commission; and (c) if a post-effective amendment is required to be filed pursuant to Rule 430A under the Act, the effectiveness of such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, by notifying the Underwriters, or by the Underwriters, by notifying the Fundamendment. If either any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth 15% of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Master Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligatedor Underwriters agreed, but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth 15% of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to you, the Representative Company and the Fund Selling Shareholders for the purchase of such Firm Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter Underwriter, the Company or the FundSelling Shareholders. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company and the Selling Shareholders shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. 12.

Effective Date of Agreement. This Agreement shall become effective: (i) --------------------------- upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for a post- effective amendment to the Initial Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying you, or by you, by notifying the Underwriters, or by the Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Firm Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of ---------- Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxx Xxxxxx Inc., to purchase the Firm Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase, in each case upon the terms set forth in this Agreement. If either any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Fund for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyto

Effective Date of Agreement. This Agreement shall become --------------------------- effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-post- effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying you, or by you, by notifying the Underwriters, or by Company and the Underwriters, by notifying the FundSelling Stockholders. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule II hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxx Xxxxxx Inc., to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Fund for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyde-

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany and the Selling Stockholder. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxx Xxxxxx Inc., to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date and the number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters or they are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Fund for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, by notifying the Underwriters, or by the Underwriters, by notifying the Fund. If either any of the Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is obligated but fails or refuses to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the non-defaulting Underwriter Underwriters shall be obligated severally, in the proportion which the aggregate number of Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the Representative may specify in accordance with the Salomon Smith Barney Master Agreement Among Underwriters, to purchase on xxx Xxxxxxx Dxxx xxe the Shares which such defaulting Underwriter is obligated, but fails or refuses, to purchase. If either any of the Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date and the number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and the Fund for the purchase of such Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anythe

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to the registration statement to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwriters, or by the Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the Underwriters may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Smitx Xxxxxx Xxx., to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative Underwriters and the Fund Company for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you the Underwriters and the Fund Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative Underwriters or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anythan

Effective Date of Agreement. This Agreement shall become effective: effective upon the later of (ia) upon the execution and delivery hereof by the parties hereto; , or (iib) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering release of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, by notifying the Underwriters, If any one or by the Underwriters, by notifying the Fund. If either more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligatedor Underwriters agreed, but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Firm Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within with 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany or any Selling Shareholder. In any such case which that does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Effective Date of Agreement. This Agreement shall become effective: effective upon the later of (ia) upon the execution and delivery hereof by the parties hereto; , or (iib) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering release of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, by notifying the Underwriters, If any one or by the Underwriters, by notifying the Fund. If either more of the Underwriters shall fail or refuse to purchase Firm Shares which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Firm Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateFirm Shares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares which such defaulting Underwriter is obligatedor Underwriters agreed, but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares which it is obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to you, the Representative Company, and the Fund Selling Shareholders for the purchase of such Firm Shares by the non-defaulting Underwriter or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany and the Selling Shareholders. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. XXXXXXX XXXXX & ASSOCIATES, INC. XXXXXXX & COMPANY, INC.

Effective Date of Agreement. This Agreement shall become effective: --------------------------- (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-one- tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxx Xxxxxx Inc., to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyrequired

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Notes may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundPartnership, by notifying the Underwritersyou, or by the you as Underwriters, by notifying the FundPartnership. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Notes which it is obligated or they have agreed to purchase hereunder on the Closing Datehereunder, and the aggregate number of Shares Notes which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateNotes, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Notes set forth opposite its name in Schedule A hereto bears to the aggregate number of Notes set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 18 of the Master Agreement Among Underwriters of Banc One Capital Markets, Inc., to purchase the Shares Notes which such defaulting Underwriter is obligatedor Underwriters agreed, but fails failed or refusesrefused, to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date Notes and the aggregate number of Shares Notes with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date Notes and arrangements satisfactory to the Representative you and the Fund Partnership for the purchase of such Shares Notes by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Partnership are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundPartnership. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Final Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule A hereto who, with your approval and the approval of the Partnership, purchases Notes which a defaulting Underwriter agreed, but failed or refused, to purchase. Any notice under this Section 10 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundTrust, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundTrust. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify, to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Trust for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Trust are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundTrust. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Trust shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyRegistration

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement or such post-effective amendment has been released by the Commissionbecome effective. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, Fund by notifying the Underwritersyou, or by the Underwriters, you by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is obligated or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is obligated or Underwriters agreed but fails failed or refuses refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateShares, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the aggregate number of Shares set forth opposite its name in Schedule I hereby bears to the aggregate number of Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 7 of the Raxxxxx Xaxxx Xaster Agreement Among Underwriters, to purchase the Shares which such defaulting Underwriter is obligated, or Underwriters agreed but fails failed or refuses, refused to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the Fund. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anythe

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-post- effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany, by notifying you, or by you, as Lead Managers for the several Managers, by notifying the Underwriters, or by the Underwriters, by notifying the FundCompany. If either any one or more of the Underwriters Managers shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is Manager or Managers are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters Managers are obligated to purchase on the Closing Date, the each non-defaulting Underwriter Manager shall be obligated obligated, severally, in the proportion which the number of Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Shares set forth opposite the names of all non-defaulting Managers or in such other proportion as you may specify in accordance with the Agreement Among Managers of Xxxxx Xxxxxx Inc., to purchase the Shares which such defaulting Underwriter is Manager or Managers are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters Managers shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters Managers are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative you and the Fund Company for the purchase of such Shares by the one or more non-defaulting Underwriter Managers or other party or parties approved by you and the Fund Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter Manager or the FundCompany. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyfor

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Fund, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the Fund. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Saloxxx Xxxxx Xxxnxx Xxx., to purchase the Shares which such defaulting Underwriter is or Underwriters are obligated, but fails fail or refusesrefuse, to purchase. If either any one or more of the Underwriters shall fail or refuse to purchase Shares which it is or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date (or, with respect to the Underwriters' exercise of any applicable over-allotment option for the purchase of Option Shares on a Date of Delivery after the Closing Date, the obligations of the Fund to sell, such Option Shares on such Date of Delivery) and arrangements satisfactory to the Representative you and the Fund for the purchase of such Shares by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the Fund. In any such case which does not result in (i) a termination of this AgreementAgreement or (ii) in the case of a Date of Delivery after the Closing Date, a termination of the obligations of the Underwriters and the Fund with respect to the related Option Shares, as the case may be, either the Representative you or the Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyany other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as 36 36 used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Fund, purchases Shares which a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 11 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Effective Date of Agreement. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares Capital Securities may commence, when notification of the effectiveness of the Registration Statement registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the FundCompany or the Trust, by notifying the Underwritersyou, or by you, as Representatives of the several Underwriters, by notifying the FundOfferors. If either any one or more of the Underwriters shall fail or refuse to purchase Shares Capital Securities which it is or they are obligated to purchase hereunder on the Closing Datehereunder, and the aggregate number of Shares Capital Securities which such defaulting Underwriter is or Underwriters are obligated but fails fail or refuses refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing DateCapital Securities, the each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Capital Securities set forth opposite its name in Schedule I hereto bears to the aggregate number of Capital Securities set forth opposite the names of all non-defaulting Underwrites, to purchase the Shares Capital Securities which such defaulting Underwriter is or Underwriters are obligated, but fails failed or refusesrefused, to purchase. If either of the any Underwriter or Underwriters shall fail or refuse to purchase Shares which it is obligated to purchase on the Closing Date Capital Securities and the aggregate number of Shares Capital Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date Capital Securities and arrangements satisfactory to the Representative you and the Fund Offerors for the purchase of such Shares Capital Securities by the one or more non-defaulting Underwriter Underwriters or other party or parties approved by you and the Fund Offerors are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the any non-defaulting Underwriter or the FundOfferors. In any such case which does not result in termination of this Agreement, either the Representative you or the Fund Offerors shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or anyhave