Common use of Relationship Among Underwriters and Selected Dealers Clause in Contracts

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining to any Offering under this Master SDA. You are not authorized to act as an agent for us, any Underwriter or the Issuer or other Seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will be under any obligation to you except for obligations assumed hereby or in any Wire from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained in this Master SDA or any Wire shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us or with the Underwriters, should be deemed to constitute a partnership for federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such election. You authorize the Manager, in its discretion, to execute on your behalf such evidence of such election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We may buy Securities from or sell Securities to any Underwriter or Selected Dealer and, with our consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering Price less all or any part of the Concession. We shall have full authority to take such actions action as we deem advisable in all matters pertaining to any Offering under this Master SDAAgreement. You are not authorized to act as an agent for us, any Underwriter or the Issuer issuer or other Seller seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will shall be under any obligation to you except for obligations assumed hereby or in any Wire Written Communication from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained herein or in this Master SDA or any Wire Written Communication from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for federal Federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such that election. You authorize the Managerus, in its our discretion, to execute and file on your behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, Offering you will shall be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, them constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining may buy Securities from or sell Securities to any Underwriter or Selected Dealer and, without consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering under Price less all or any part of the Concession. Unless otherwise specified in a separate agreement between you and us, this Master SDA. You are agreement does not authorized authorize you to act as an agent for for: (i) us, ; (ii) any Underwriter Underwriter; (iii) the issuer; or the Issuer or (iv) other Seller seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will shall be under any obligation to you except for obligations assumed hereby or in any Wire Written Communication from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained herein or in this Master SDA or any Wire Written Communication from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for federal Federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such that election. You authorize the Managerus, in its our discretion, to execute and file on your behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will shall be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining You may buy Securities from or sell Securities to any Offering under this Master SDAUnderwriter or Selected Dealer and, with your consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the public offering price less all or any part of the concession. You We are not authorized to act as an agent for us, you or any Underwriter or the Issuer issuer or other Seller seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will be under any obligation to you except for obligations assumed hereby Nothing contained herein or in any Wire Written Communication from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained in this Master SDA or any Wire you shall constitute the Selected Dealers an association or partners with us you or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for federal income tax purposes, then you we elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such that election. You We authorize the Manageryou, in its your discretion, to execute and file on your our behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. Neither you nor any Underwriter shall be under any obligation to us except for obligations assumed hereby or in any Written Communication from you in connection with any Offering. In connection with any Offering, you will be liable for your we agree to pay our proportionate share of the amount of any tax, claim, demand demand, or liability that may be asserted against you alone or against one or more us, and the other Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, or against you or the Underwriters, if any, based on any claim that such Selected Dealers or any of them constitute an association, an unincorporated business business, or other separate entity, including, including in each case, your case our proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand demand, or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining to any Offering under this Master SDA. You are not authorized to act as an agent for us, any Underwriter or the Issuer or other Seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will be under any obligation to you except for obligations assumed hereby or in any Wire from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained in this Master SDA or any Wire shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us or with the Underwriters, should be deemed to constitute a partnership for federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such election. You authorize the Manager, in its discretion, to execute on your behalf such evidence of such election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ ' fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining may buy Securities from or sell Securities to any Underwriter or Selected Dealer and the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering under this Master SDAPrice less all or any part of the Reallowance. You are not authorized to act as an agent for us, any Underwriter or the Issuer issuer or other Seller seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will shall be under any obligation to you except for obligations assumed hereby or in any Wire Written Communication from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained herein or in this Master SDA or any Wire Written Communication from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for federal Federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such that election. You authorize the Managerus, in its our discretion, to execute and file on your behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will shall be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected DealersDealers (including you), or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining may buy Securities from or sell Securities to any Underwriter or Selected Dealer and the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering under this Master SDAPrice less all or any part of the Reallowance. You are not authorized to act as an agent for us, any Underwriter or the Issuer issuer or other Seller seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will shall be under any obligation to you except for obligations assumed hereby or in any Wire Written Communication from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained herein or in this Master SDA or any Wire Written Communication from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for United States federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such that election. You authorize the Managerus, in its our discretion, to execute and file on your behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will shall be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected DealersDealers (including you), or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We You shall have full authority to take such actions as we you deem advisable in all matters pertaining to any Offering under this Master SDAAgreement. You may buy Securities from or sell Securities to any Underwriter or Selected Dealer and, with your consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the public offering price less all or any part of the concession. We are not authorized to act as an agent for us, you or any Underwriter or the Issuer issuer or other Seller seller of any Securities in offering Securities to the public or otherwise. Nothing contained herein or in any Written Communication from you shall constitute the Selected Dealers partners with you or any Underwriter or with one another. Neither we you nor any Underwriter will shall be under any obligation to you us except for obligations assumed hereby or in any Wire Written Communication from us you in connection with any Offering. In connection with any Offering, we agree to pay our proportionate share of any claim, demand or liability asserted against us, and no obligations the other Selected Dealers or any of them, or against you or the Underwriters, if any, based on any claim that such Selected Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case our part as the Manager will be implied hereby proportionate share of any expense incurred in defending against any such claim, demand or inferred herefromliability. Nothing contained in this Master SDA Agreement or any Wire Written Communication shall constitute the Selected Dealers an association or partners with us you or any Underwriter or with one another, and the obligations of you us and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us or with the Underwriters, should be deemed to constitute a partnership for federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such election. You authorize the Manager, in its discretion, to execute on your behalf such evidence of such election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining may buy Notes from or sell Notes to any Underwriter or Selected Dealer and, without consent, the Underwriters (if any) and the Selected Dealers may purchase Notes from and sell Notes to each other at the Public Offering under Price less all or any part of the Concession. Unless otherwise specified in a separate agreement between you and us, this Master SDA. You are agreement does not authorized authorize you to act as an agent for for: (i) us, ; (ii) any Underwriter Underwriter; (iii) the issuer; or the Issuer or (iv) other Seller seller of any Securities Notes in offering Securities Notes to the public or otherwise. Neither we nor any Underwriter will shall be under any obligation to you except for obligations assumed hereby or in any Wire Written Communication from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained herein or in this Master SDA or any Wire Written Communication from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for federal Federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such that election. You authorize the Managerus, in its our discretion, to execute and file on your behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will shall be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining may buy Securities from or sell Securities to any Underwriter or Selected Dealer and, without consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering under Price less all or any part of the Concession. Unless otherwise specified in a separate agreement between you and us, this Master SDA. You are agreement does not authorized authorize you to act as an agent for for: (i) us, ; (ii) any Underwriter Underwriter; (iii) the issuer; or the Issuer or (iv) other Seller seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will shall be under any obligation to you except for obligations assumed hereby or in any Wire Written Communication from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained herein or in this Master SDA or any Wire Written Communication from us shall constitute an agreement of the Selected Dealers to enter into an association or partners partnership with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for federal Federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such that election. You authorize the Managerus, in its our discretion, to execute and file on your behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will shall be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions action as we may deem advisable in respect of all matters pertaining to an Offering. We may buy Securities from or sell Securities to any Underwriter or Selected Dealer and, with our consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Offering under this Master SDAPrice less all or any part of the Concession, provided that in doing so they comply with the NASD Conduct Rules. You are not authorized to act as an agent for us, us or any Underwriter or the Issuer issuer, any seller other than the issuer, or other Seller any guarantor or insurer of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will shall be under any obligation to you except for obligations assumed hereby or in any Wire written communication from us to you in connection with an Offering. Furthermore, neither we nor any Underwriter shall be under any liability for or in respect of the validity, value or delivery of, or title to, any Securities or any securities issuable upon exercise, conversion or exchange of any Securities; the form of, or the statements contained in, or the validity of the registration statement, any preliminary prospectus, the prospectus, any amendment or supplement to any of the foregoing or any materials incorporated by reference in any of the foregoing or any letters or instruments executed by or on behalf of the issuer, any seller other than the issuer, any guarantor or insurer of the Securities or any other party; the form or validity of any contract or agreement under which any Securities may be issued or which governs the rights of holders of any Securities; the form or validity of any agreement for the purchase of the Securities, any agreement among underwriters; the performance by the issuer, any seller other than the issuer, any guarantor or insurer of the Securities and any other parties of any agreement on its or their parts; the qualification for sale in any jurisdiction of any Securities or securities issuable upon exercise, conversion or exchange of any Securities or the legality for investment of the Securities or such securities under the laws of any jurisdiction; or any matter in connection with any Offeringof the foregoing; provided, and no obligations on our part as however, that nothing in this paragraph shall be deemed to relieve us or any Underwriter from any liability imposed by the Manager will be implied hereby or inferred herefromSecurities Act. Nothing herein contained or in this Master SDA or any Wire written communication from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one anotheranother or, and in the obligations case of you and each an Offering involving the public distribution of the other Selected Dealers Securities through two or more underwriting syndicates, with any of the Underwriters are several and not jointunderwriter or manager participating in any such syndicate. If the Selected Dealers, among themselves, with us themselves or with the UnderwritersUnderwriters and/or such other underwriters or managers, should be deemed to constitute a partnership for federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 1986, as amended, and agree not to take any position inconsistent with such that election. You authorize the Managerus, in its our discretion, to execute and file on your behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, an Offering you will shall be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the UnderwritersUnderwriters and/or such other underwriters or managers, if any, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining may buy Securities from or sell Securities to any Underwriter or Selected Dealer and, without consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering under Price less all or any part of the Concession. Unless otherwise specified in a separate agreement between you and us, this Master SDA. You are agreement does not authorized authorize you to act as an agent for for: (i) us, ; (ii) any Underwriter Underwriter; (iii) the issuer; or the Issuer or (iv) other Seller seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will shall be under any obligation to you except for obligations assumed hereby or in any Wire Written Communication from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained herein or in this Master SDA or any Wire Written Communication from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for federal Federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such that election. You authorize the Managerus, in its our discretion, to execute and file on your behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will shall be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.. 47166115.8

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining to any Offering under this Master SDA. You are not authorized to act as an agent for us, any Underwriter or the Issuer or other Seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will be under any obligation to you except for obligations assumed hereby or in any Wire from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefromhere from. Nothing contained in this Master SDA or any Wire shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us or with the Underwriters, should be deemed to constitute a partnership for federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such election. You authorize the Manager, in its discretion, to execute on your behalf such evidence of such election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining The Purchasing Agent may buy Securities from or sell Securities to any Underwriter or Selected Dealer and, without consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering under Price less all or any part of the Concession. Unless otherwise specified in a separate agreement between the Selected Dealers and the Purchasing Agent, this Master SDA. You are agreement does not authorized authorize any Selected Dealer to act as an agent for us, for: (i) the Purchasing Agent; (ii) any Underwriter Underwriter; (iii) the issuer; or the Issuer or (iv) other Seller seller of any Securities in offering Securities to the public or otherwise. Neither we the Purchasing Agent nor any Underwriter will shall be under any obligation to you any Selected Dealer except for obligations assumed hereby or in any Wire Written Communication from us the Purchasing Agent in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained herein or in this Master SDA or any Wire Written Communication from the Purchasing Agent shall constitute the Selected Dealers an association or partners with us the Purchasing Agent or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for federal Federal income tax purposes, then you elect such Selected Dealer elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree agrees not to take any position inconsistent with such that election. You authorize Each Selected Dealer authorizes the ManagerPurchasing Agent, in its discretion, to execute and file on your behalf of the Selected Dealers such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will each Selected Dealer shall be liable for your its proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you it alone or against one or more Selected Dealers participating in such Offering, or against us the Purchasing Agent or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your its proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining The Purchasing Agent may buy Securities from or sell Securities to any Underwriter or Selected Dealer and, without consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering under Price less all or any part of the Concession. Unless otherwise specified in a separate agreement between the Purchasing Agent and the Selected Dealers, this Master SDA. You are agreement does not authorized authorize any Selected Dealer to act as an agent for us, for: (i) the Purchasing Agent; (ii) any Underwriter Underwriter; (iii) the issuer; or the Issuer or (iv) other Seller seller of any Securities in offering Securities to the public or otherwise. Neither we the Purchasing Agent nor any Underwriter will shall be under any obligation to you any Selected Dealer except for obligations assumed hereby or in any Wire Written Communication from us the Purchasing Agent in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained herein or in this Master SDA or any Wire Written Communication from the Purchasing Agent shall constitute an agreement of the Selected Dealers to enter into an association or partners partnership with us the Purchasing Agent or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for federal Federal income tax purposes, then you elect each Selected Dealers elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree agrees not to take any position inconsistent with such that election. You authorize the ManagerEach Selected Dealer authorizes us, in its our discretion, to execute and file on your its behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will each Selected Dealer shall be liable for your its proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you it alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your its proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining may buy Securities from or sell Securities to any Underwriter or Selected Dealer and, without consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering under Price less all or any part of the Concession. Unless otherwise specified in a separate agreement between you and us, this Master SDA. You are agreement does not authorized authorize you to act as an agent for for: (i) us, ; (ii) any Underwriter Underwriter; (iii) the issuer; or the Issuer or (iv) other Seller seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will shall be under any obligation to you except for obligations assumed hereby or in any Wire Written Communication from us in connection with any Offering, and no obligations on . You are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Securities without our part as the Manager will be implied hereby or inferred herefromconsent. Nothing contained herein or in this Master SDA or any Wire Written Communication from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for federal Federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such that election. You authorize the Managerus, in its our discretion, to execute and file on your behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will shall be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining to any Offering under this Master SDA. You are not authorized to act as an agent for us, any Underwriter or the Issuer or other Seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will be under any obligation to you except for obligations assumed hereby or in any Wire from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained in this Master SDA or any Wire shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us or with the Underwriters, should be deemed to constitute a partnership for federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such election. You authorize the Manager, in its discretion, to execute on your behalf such evidence of such election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.any

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining may buy Securities from or sell Securities to any Underwriter or Selected Dealer and, without consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering under Price less all or any part of the Concession. Unless otherwise specified in a separate agreement between you and us, this Master SDA. You are agreement does not authorized authorize you to act as an agent for for: (i) us, ; (ii) any Underwriter Underwriter; (iii) the Issuer; or the Issuer or (iv) other Seller seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will shall be under any obligation to you except for obligations assumed hereby or in any Wire Written Communication from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained herein or in this Master SDA or any Wire Written Communication from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for federal Federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such that election. You authorize the Managerus, in its our discretion, to execute and file on your behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will shall be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining MCF may buy Units from or sell Units to any Underwriter or Selected Dealer and, without consent, the Underwriters (if any) and the Selected Dealers may purchase Units from and sell Units to each other at the Authorized Public Offering under Price less all or any part of the Selected Dealers' Selling Concession. Unless otherwise specified in a separate agreement between the Selected Dealer and MCF, this Master SDA. You are Agreement does not authorized authorize the Selected Dealer to act as an agent for us, for: (i) MCF; (ii) any Underwriter Underwriter; (iii) the Company; or the Issuer or (iv) other Seller seller of any Securities Units in an offering Securities of Units to the public or otherwise. Neither we MCF nor any Underwriter will shall be under any obligation to you the Selected Dealer except for obligations assumed hereby or in any Wire Written Communication from us MCF in connection with any the Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained herein or in this Master SDA or any Wire Written Communication from MCF shall constitute the Selected Dealers Dealer as an association or partners partner with us MCF or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected DealersSelling Group, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for federal Federal income tax purposes, then you the Selected Dealer shall elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such that election. You authorize the ManagerThe Selected Dealer hereby authorizes MCF, in its MCF's sole discretion, to execute and file on your its behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any the Offering, you will the Selected Dealer shall be liable for your its proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you it alone or against one or more Selected Dealers participating in such Offering, or against us MCF or the Underwriters, based upon the claim that the Selected DealersSelling Group, or any of themmembers thereof, constitute an association, an unincorporated business or other entity, including, in each case, your its proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining may buy Securities from or sell Securities to any Underwriter or Selected Dealer and the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each E-5 other at the Public Offering under this Master SDAPrice less all or any part of the Reallowance. You are not authorized to act as an agent for us, any Underwriter or the Issuer issuer or other Seller seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will shall be under any obligation to you except for obligations assumed hereby or in any Wire Written Communication from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained herein or in this Master SDA or any Wire Written Communication from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for federal Federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such that election. You authorize the Managerus, in its our discretion, to execute and file on your behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will shall be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected DealersDealers (including you), or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining may buy ---------------------------------------------------- Securities from or sell Securities to any Underwriter or Selected Dealer and, without consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering under this Master SDAPrice less all or any part of the Concession. You are not authorized to act as an agent for us, any Underwriter or the Issuer issuer or other Seller seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will shall be under any obligation to you except for obligations assumed hereby or in any Wire Written Communication from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained herein or in this Master SDA or any Wire Written Communication from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for federal Federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such that election. You authorize the Managerus, in its our discretion, to execute and file on your behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will shall be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining may buy Securities from or sell Securities to any Underwriter or Selected Dealer and, without consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering under Price less all or any part of the Concession. Unless otherwise specified in a separate agreement between you and us, this Master SDA. You are agreement does not authorized authorize you to act as an agent for for: (i) us, ; (ii) any Underwriter Underwriter; (iii) the issuer; or the Issuer or (iv) other Seller seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will shall be under any obligation to you except for obligations assumed hereby or in any Wire Written Communication from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained herein or in this Master SDA or any Wire Written Communication from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for federal Federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 1986, as amended, and agree not to take any position inconsistent with such that election. You authorize the Managerus, in its our discretion, to execute and file on your behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will shall be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining may buy Securities from or sell Securities to any Underwriter or Selected Dealer and the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering under this Master SDAPrice less all or any part of the Reallowance. You are not authorized to act as an agent for us, any Underwriter or the Issuer issuer or other Seller seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will shall be under any obligation to you except for obligations assumed hereby or in any Wire Written Communication from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained herein or in this Master SDA or any Wire Written Communication from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for federal Federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such that election. You authorize the Managerus, in its our discretion, to execute and file on your behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will shall be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining may buy Securities from or sell Securities to any Underwriter or Selected Dealer and, without consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering under Price less all or any part of the Concession. Unless otherwise specified in a separate agreement between you and us, this Master SDA. You are Agreement does not authorized authorize you to act as an agent for for: (i) us, ; (ii) any Underwriter Underwriter; (iii) the issuer; or the Issuer or (iv) other Seller seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will shall be under any obligation to you except for obligations assumed hereby or in any Wire Written Communication from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained herein or in this Master SDA or any Wire Written Communication from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for federal Federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 1986, as amended, and agree not to take any position inconsistent with such that election. You authorize the Managerus, in its our discretion, to execute and file on your behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will shall be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We may buy Securities from or sell Securities to any Underwriter or Selected Dealer and, with our consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering Price less all or any part of the Concession. We shall have full authority to take such actions action as we deem advisable in all matters pertaining to any Offering under this Master SDAAgreement. You are not authorized to act as an agent for us, any Underwriter or the Issuer issuer or other Seller seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will shall be under any obligation to you except for obligations expressly assumed hereby hereunder or in any Wire from writing by us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained herein or in this Master SDA or any Wire communication in writing from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for federal Federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such that election. You authorize the Managerus, in its our discretion, to execute and file on your behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, Offering you will shall be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, them constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining The Purchasing Agent may buy Securities from or sell Securities to any Underwriter or Selected Dealer and, without consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering under Price less all or any part of the Concession. Unless otherwise specified in a separate agreement between the Purchasing Agent and the Selected Dealers, this Master SDA. You are agreement does not authorized authorize any Selected Dealer to act as an agent for us, for: (i) the Purchasing Agent; (ii) any Underwriter Underwriter; (iii) the issuer; or the Issuer or (iv) other Seller seller of any Securities in offering Securities to the public or otherwise. Neither we the Purchasing Agent nor any Underwriter will shall be under any obligation to you any Selected Dealer except for obligations assumed hereby or in any Wire Written Communication from us the Purchasing Agent in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained herein or in this Master SDA or any Wire Written Communication from the Purchasing Agent shall constitute the Selected Dealers an association or partners with us the Purchasing Agent or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for federal Federal income tax purposes, then you elect each Selected Dealers elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree agrees not to take any position inconsistent with such that election. You authorize the ManagerEach Selected Dealer authorizes us, in its our discretion, to execute and file on your its behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will each Selected Dealer shall be liable for your its proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you it alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your its proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

Relationship Among Underwriters and Selected Dealers. We shall have full authority to take such actions as we deem advisable in all matters pertaining may buy Securities from or sell Securities to any Underwriter or Selected Dealer and, without consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities NY2-736121 to each other at the Public Offering under Price less all or any part of the Concession. Unless otherwise specified in a separate agreement between you and us, this Master SDA. You are agreement does not authorized authorize you to act as an agent for for: (i) us, ; (ii) any Underwriter Underwriter; (iii) the issuer; or the Issuer or (iv) other Seller seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will shall be under any obligation to you except for obligations assumed hereby or in any Wire Written Communication from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained herein or in this Master SDA or any Wire Written Communication from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us themselves or with the Underwriters, should be deemed to constitute a partnership for federal Federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such that election. You authorize the Managerus, in its our discretion, to execute and file on your behalf such evidence of such that election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will shall be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.