Common use of UNDERTAKING OF SELLING AGENT Clause in Contracts

UNDERTAKING OF SELLING AGENT. The Selling Agent will use its best efforts to find eligible persons to purchase Units on the terms stated herein and in the Prospectus and any amendments or supplements thereto. In connection with the offer and sale of the Units, the Selling Agent represents, warrants and agrees that it will comply fully with all applicable laws and the rules of the NASD, the SEC, the securities or Blue Sky administrators of the several states and various other jurisdictions and any other applicable regulatory body. It is understood that the Selling Agent has no commitment with regard to the offer or sale of the Units other than to use its best efforts as described above. The Selling Agent will deliver a signed Subscription Agreement, properly completed and executed and in the form of Exhibit D to the Prospectus (a "Subscription Agreement"), for each subscriber to PaineWebber, with instructions for PaineWebber to debit the subscriber's account and promptly deliver such funds to the escrow of funds account (Mercantile-Safe Deposit & Trust Company -- Campxxxx Xxxategic Allocation Fund, L.P. Escrow Account No. 66127-09) (the "Escrow Account") established by the Partnership with the Mercantile-Safe Deposit & Trust Company (the "Escrow Agent") pursuant to an Escrow Agreement, dated as of January 12, 1994 (the "Escrow Agreement"). The Selling Agent will in no case collect funds from the subscriber and transmit them directly to the Escrow Agent, but will in all cases deliver instructions for PaineWebber to debit the subscriber's brokerage account. PaineWebber will promptly deliver to the General Partner the originally signed Subscription Agreement received by it from the Selling Agent, concurrent with its transmission of funds to the Escrow Agent. Promptly after receipt of a subscription and the funds therefor by the Escrow Agent and delivery of a copy of the related Subscription Agreement to the General Partner, an interim receipt will be mailed by the General Partner to each such subscriber for the amount deposited in the Escrow Account on behalf of such subscriber.

UNDERTAKING OF SELLING AGENT. The Selling Agent will shall use its best efforts to find eligible persons and entities to purchase Units on the terms stated herein and in the Prospectus and any amendments or supplements theretoProspectus. In connection with the offer and sale of the Units, the Selling Agent represents, warrants and agrees that it will shall comply fully with all applicable laws and the rules of the CFTC, the NFA, the NASD, the SEC, the securities or Blue Sky blue-sky administrators of the several states and various other jurisdictions in which the Units are offered and any other applicable regulatory body. It is understood that the The Selling Agent has shall have no commitment with regard to the offer or sale of the Units other than to use its best efforts as described above. The Selling Agent will shall deliver a signed Subscription all cash and checks received by it from subscribers to the escrow account (the "Escrow Account") maintained by the Fund at The Chase Manhattan Bank (the "Escrow Agent") pursuant to an Escrow Agreement dated as of _____________, 2000 (the "Escrow Agreement"). The Selling Agent shall transfer such cash and checks to the Escrow Agent no later than noon on the business day next succeeding the receipt of such cash and checks by the Selling Agent. Such cash or checks shall be accompanied by one executed copy of the subscription agreement and power of attorney for each subscription obtained, properly completed and executed and in the form of Exhibit D to the Prospectus (a "Subscription Agreement"), for each subscriber . All cash and checks received by the Selling Agent from subscribers shall be made payable to PaineWebber, with instructions for PaineWebber to debit the subscriber's account and promptly deliver such funds to the escrow of funds account (Mercantile-Safe Deposit & Trust Company "The Chase Manhattan Bank -- Campxxxx Xxxategic Allocation Shafxxx Xxxersified Fund, L.P. Escrow Account No. 66127-09) (the "LP Escrow Account") established by the Partnership with the Mercantile-Safe Deposit & Trust Company (the "Escrow Agent") pursuant to an Escrow Agreement, dated as of January 12, 1994 (the "Escrow Agreement"). ." The Selling Agent will in no case collect funds from the subscriber and transmit them directly to the Escrow Agent, but will in all cases deliver instructions for PaineWebber to debit the subscriber's brokerage account. PaineWebber will shall promptly deliver to the General Partner the originally signed one photocopy of each such Subscription Agreement received by it from the Selling Agent, concurrent with its transmission of funds to the Escrow AgentAgreement. Promptly after receipt of a subscription and the funds therefor by the Escrow Agent and delivery of a copy of the related 3 Subscription Agreement to the General Partner, an interim receipt will shall be mailed by the General Partner to each such subscriber for the amount deposited in the Escrow Account on behalf of such subscriber.

UNDERTAKING OF SELLING AGENT. The Selling Agent will use its best efforts to find eligible persons to purchase Units on the terms stated herein and in the Prospectus and any amendments or supplements thereto. In connection with the offer and sale of the Units, the Selling Agent represents, warrants and agrees that it will comply fully with all applicable laws and the rules of the NFA, the NASD, the SEC, the securities or Blue Sky administrators of the several states and various other jurisdictions and any other applicable regulatory body. It is understood that the Selling Agent has no commitment with regard to the offer or sale of the Units other than to use its best efforts as described above. The Selling Agent will deliver a signed Subscription Agreementall cash and checks received by it from subscribers to the escrow of funds account as designated by the Managing Owner in Schedule A hereto (the "Escrow Account"). The Managing Owner may amend Schedule A upon notice to the Selling Agent. Such cash and checks shall be transmitted to the Escrow Account by the Selling Agent no later than noon on the business day next succeeding the receipt of such cash and checks by the Selling Agent. Such cash or checks will be accompanied by one executed copy of the subscription agreement/power of attorney for each subscription obtained, properly completed and executed and in the form of Exhibit D to the Prospectus (a "Subscription Agreement"), for each subscriber to PaineWebber, with instructions for PaineWebber to debit . All checks received by the subscriber's account and promptly deliver such funds Selling Agent from subscribers shall be made payable to the escrow of funds account (Mercantile-Safe Deposit & Trust Company -- Campxxxx Xxxategic Allocation Fund, L.P. Escrow Account No. 66127-09) (the "Escrow Account") established by the Partnership with the Mercantile-Safe Deposit & Trust Company (the "Escrow Agent") pursuant to an Escrow Agreement, dated as of January 12, 1994 (the "Escrow Agreement")designated on Schedule A hereto. The Selling Agent will in no case collect funds from the subscriber and transmit them directly to the Escrow Agent, but will in all cases deliver instructions for PaineWebber to debit the subscriber's brokerage account. PaineWebber will promptly deliver to the General Partner the originally signed Managing Owner one photocopy of each such Subscription Agreement received by it from the Selling Agent, concurrent with its transmission of funds to the Escrow AgentAgreement. Promptly after receipt of a subscription and the funds therefor by the Escrow Agent escrow agent designated on Schedule A hereto and delivery of a copy of the related Subscription Agreement to the General PartnerManaging Owner, an interim receipt will be mailed by the General Partner Managing Owner to each such subscriber for the amount deposited in the Escrow Account on behalf of such subscriber.

UNDERTAKING OF SELLING AGENT. The Selling Agent will use its best efforts to find eligible persons to purchase Units on the terms stated herein and in the Prospectus and any amendments or supplements thereto. In connection with the offer and sale of the Units, the Selling Agent represents, warrants and agrees that it will comply fully with all applicable laws and the rules of the NFA, the NASD, the SEC, the securities or Blue Sky administrators of the several states and various other jurisdictions and any other applicable regulatory body. It is understood that the Selling Agent has no commitment with regard to the offer or sale of the Units other than to use its best efforts as described above. The Selling Agent will deliver a signed Subscription Agreement, properly completed all cash and executed and in the form of Exhibit D to the Prospectus (a "Subscription Agreement"), for each subscriber to PaineWebber, with instructions for PaineWebber to debit the subscriber's account and promptly deliver such funds checks received by it from subscribers to the escrow of funds account (Mercantile-Safe Deposit & Trust Company -- Campxxxx Xxxategic Allocation Fund, L.P. Escrow Account No. 66127-09) (the "Escrow Account") established by the Partnership with the Mercantile-Safe Deposit & Trust Company (the "Escrow Agent") pursuant to an Escrow Agreement, dated as of January 12, 1994 (the "Escrow Agreement"). Such cash and checks shall be transmitted to the Escrow Agent by the Selling Agent no later than noon on the business day next succeeding the receipt of such cash and checks by the Selling Agent. Such cash or checks will be accompanied by one executed copy of the subscription agreement/power of attorney for each subscription obtained, properly completed and executed and in the form of Exhibit D to the Prospectus (a "Subscription Agreement"). All checks received by the Selling Agent from subscribers shall be made payable to "Mercantile-Safe Deposit & Trust Company -- Campxxxx Xxxategic Allocation Fund, L.P. Escrow Account No. 66127-09." The Selling Agent will in no case collect funds from the subscriber and transmit them directly to the Escrow Agent, but will in all cases deliver instructions for PaineWebber to debit the subscriber's brokerage account. PaineWebber will promptly deliver to the General Partner the originally signed one photocopy of each such Subscription Agreement received by it from the Selling Agent, concurrent with its transmission of funds to the Escrow AgentAgreement. Promptly after receipt of a subscription and the funds therefor by the Escrow Agent and delivery of a copy of the related Subscription Agreement to the General Partner, an interim receipt will be mailed by the General Partner to each such subscriber for the amount deposited in the Escrow Account on behalf of such subscriber.

UNDERTAKING OF SELLING AGENT. The Selling Agent will use its best efforts to find eligible persons to purchase Units on the terms stated herein and in the Prospectus and any amendments or supplements thereto. In connection with the offer and sale of the Units, the Selling Agent represents, warrants and agrees that it will comply fully with all applicable laws and the rules of the NFA, the NASD, the SEC, the securities or Blue Sky administrators of the several states and various other jurisdictions and any other applicable regulatory body. It is understood that the Selling Agent has no commitment with regard to the offer or sale of the Units other than to use its best efforts as described above. The Selling Agent will deliver a signed Subscription Agreement, properly completed all cash and executed and in the form of Exhibit D to the Prospectus (a "Subscription Agreement"), for each subscriber to PaineWebber, with instructions for PaineWebber to debit the subscriber's account and promptly deliver such funds checks received by it from subscribers to the escrow of funds account (Mercantile-Safe Deposit & Trust Company -- Campxxxx Xxxategic Xxxet Allocation FundTrust, L.P. Escrow Account No. 66127-09Account) (the "Escrow Account") established by the Partnership Trust with the Mercantile-Safe Deposit & Trust Company (the "Escrow Agent") pursuant to an Escrow Agreement, dated as of January 12_______, 1994 2000 (the "Escrow Agreement"). Such cash and checks shall be transmitted to the Escrow Agent by the Selling Agent no later than noon on the business day next succeeding the receipt of such cash and checks by the Selling Agent. Such cash or checks will be accompanied by one executed copy of the subscription agreement/power of attorney for each subscription obtained, properly completed and executed and in the form of Exhibit D to the Prospectus (a "Subscription Agreement"). All checks received by the Selling Agent from subscribers shall be made payable to "Campxxxx Xxxet Allocation Trust, Escrow Account." The Selling Agent will in no case collect funds from the subscriber and transmit them directly to the Escrow Agent, but will in all cases deliver instructions for PaineWebber to debit the subscriber's brokerage account. PaineWebber will promptly deliver to the General Partner the originally signed Managing Owner one photocopy of each such Subscription Agreement received by it from the Selling Agent, concurrent with its transmission of funds to the Escrow AgentAgreement. Promptly after receipt of a subscription and the funds therefor by the Escrow Agent and delivery of a copy of the related Subscription Agreement to the General PartnerManaging Owner, an interim receipt will be mailed by the General Partner to each such subscriber for the amount deposited in the Escrow Account on behalf of such subscriber.interim

UNDERTAKING OF SELLING AGENT. The Selling Agent will use its best efforts to find eligible persons to purchase Units on the terms stated herein and in the Prospectus and any amendments or supplements thereto. In connection with the offer and sale of the Units, the Selling Agent represents, warrants and agrees that it will comply fully with all applicable laws and the rules of the NFA, the NASD, the SEC, the securities or Blue Sky administrators of the several states and various other jurisdictions and any other applicable regulatory body. It is understood that the Selling Agent has no commitment with regard to the offer or sale of the Units other than to use its best efforts as described above. The Selling Agent will deliver a signed Subscription Agreement, properly completed all cash and executed and in the form of Exhibit D to the Prospectus (a "Subscription Agreement"), for each subscriber to PaineWebber, with instructions for PaineWebber to debit the subscriber's account and promptly deliver such funds checks received by it from subscribers to the escrow of funds account (Mercantile-Safe Deposit & Trust Company -- Campxxxx Xxxategic Allocation Fund, L.P. Xxxernative Asset Trust Escrow Account No. 66127-09____) (the "Escrow Account") established by the Partnership Trust with the Mercantile-Safe Deposit & Trust Company (the "Escrow Agent") pursuant to an Escrow Agreement, dated as of January 12________, 1994 2000 (the "Escrow Agreement"). Such cash and checks shall be transmitted to the Escrow Agent by the Selling Agent no later than noon on the business day next succeeding the receipt of such cash and checks by the Selling Agent. Such cash or checks will be accompanied by one executed copy of the subscription agreement/power of attorney for each subscription obtained, properly completed and executed and in the form of Exhibit D to the Prospectus (a "Subscription Agreement"). All checks received by the Selling Agent from subscribers shall be made payable to "Mercantile-Safe Deposit & Trust Company -- Campxxxx Xxxernative Asset Trust Escrow Account No. ____." The Selling Agent will in no case collect funds from the subscriber and transmit them directly to the Escrow Agent, but will in all cases deliver instructions for PaineWebber to debit the subscriber's brokerage account. PaineWebber will promptly deliver to the General Partner the originally signed Managing Owner one photocopy of each such Subscription Agreement received by it from the Selling Agent, concurrent with its transmission of funds to the Escrow AgentAgreement. Promptly after receipt of a subscription and the funds therefor by the Escrow Agent and delivery of a copy of the related Subscription Agreement to the General PartnerManaging Owner, an interim receipt will be mailed by the General Partner to each such subscriber for the amount deposited in the Escrow Account on behalf of such subscriber.an

UNDERTAKING OF SELLING AGENT. The Selling Agent will use its best efforts to find eligible persons to purchase Units on the terms stated herein and in the Prospectus and any amendments or supplements thereto. In connection with the offer and sale of the Units, the Selling Agent represents, warrants and agrees that it will comply fully with all applicable laws and the rules of the NASD, the SEC, the securities or Blue Sky administrators of the several states and various other jurisdictions and any other applicable regulatory body. It is understood that the Selling Agent has no commitment with regard to the offer or sale of the Units other than to use its best efforts as described above. The Selling Agent will deliver a signed Subscription Agreement, properly completed all cash and executed and in the form of Exhibit D to the Prospectus (a "Subscription Agreement"), for each subscriber to PaineWebber, with instructions for PaineWebber to debit the subscriber's account and promptly deliver such funds checks received by it from subscribers to the escrow of funds account (Mercantile-Safe Deposit & Trust Company -- Campxxxx Xxxategic Allocation Fund, L.P. Escrow Account No. 66127-09) (the "Escrow Account") established by the Partnership with the Mercantile-Safe Deposit & Trust Company (the "Escrow Agent") pursuant to an Escrow Agreement, dated as of January 12, 1994 (the "Escrow Agreement"). Such cash and checks shall be transmitted to the Escrow Agent by the Selling Agent no later than noon on the business day next succeeding the receipt of such cash and checks by the Selling Agent. Such cash or checks will be accompanied by one executed copy of the subscription agreement/power of attorney for each subscription obtained, properly completed and executed and in the form of Exhibit D to the Prospectus (a "Subscription Agreement"). All checks received by the Selling Agent from subscribers shall be made payable to "Mercantile-Safe Deposit & Trust Company -- Campxxxx Xxxategic Allocation Fund, L.P. Escrow Account No. 66127-09." The Selling Agent will in no case collect funds from the subscriber and transmit them directly to the Escrow Agent, but will in all cases deliver instructions for PaineWebber to debit the subscriber's brokerage account. PaineWebber will promptly deliver to the General Partner the originally signed one photocopy of each such Subscription Agreement received by it from the Selling Agent, concurrent with its transmission of funds to the Escrow AgentAgreement. Promptly after receipt of a subscription and the funds therefor by the Escrow Agent and delivery of a copy of the related Subscription Agreement to the General Partner, an interim receipt will be mailed by the General Partner to each such subscriber for the amount deposited in the Escrow Account on behalf of such subscriber.

UNDERTAKING OF SELLING AGENT. The Selling Agent will agrees to use its best efforts to find eligible persons to purchase Units sell the Notes on the terms stated herein and in the Registration Statement and Prospectus and any amendments or supplements thereto. In connection with the offer and sale to notify Metropolitan of the Units, the Selling Agent represents, warrants and agrees that it will comply fully number of Notes with all applicable laws and the rules of the NASD, the SEC, the securities or Blue Sky administrators of the several states and various other jurisdictions and any other applicable regulatory bodyrespect to which subscription agreements have been executed by subscribers. It is understood that the Selling Agent has no commitment with regard to sell the offer or sale of the Units Notes other than to use its best efforts as described aboveefforts. The Selling Agent will deliver deposit, by noon of the next business day after receipt, all cash and checks received from the subscribers in a signed Subscription Agreement, properly completed and executed and in trust account (the form of Exhibit D to the Prospectus (a "Subscription AgreementTrust Account"), for each subscriber in compliance with the rules and regulations of the SEC applicable to PaineWebbera best efforts or other contingent offering, with instructions for PaineWebber to debit be held in the subscriber's account and promptly deliver such funds Trust Account until the conditions to the escrow Offering have been satisfied. The offering will not be completed unless at least $20,000,000 in aggregate principle amount of Notes are sold and/or exchanged for debentures. Upon satisfaction of the conditions to the Offering, the Selling Agent will cause the delivery all funds account (Mercantile-Safe Deposit & in the Trust Company -- Campxxxx Xxxategic Allocation FundAccount to Metropolitan by noon of the next business day. If the Offering is terminated without having satisfied the conditions to the Offering, L.P. Escrow the Selling Agent will cause the funds in the Trust Account No. 66127-09) (to be returned promptly to their rightful owners in compliance with the "Escrow Account") established rules and regulations of the SEC and the National Association of Securities Dealers, Inc. All checks received by the Partnership with the Mercantile-Safe Deposit & Trust Company (the "Escrow Agent") pursuant Selling Agent from subscribers shall be made payable to an Escrow AgreementBank of America, dated as of January 12, 1994 (the "Escrow Agreement")escrow agent. The Selling Agent will not maintain discretionary customer accounts and undertakes that it will not, in no case collect funds from any event make discretionary purchases for the subscriber accounts of customers. The Selling Agent will also act as the exchange agent for the Offering. The Selling Agent will cause all certificates and transmit them directly other documents, that are tendered by a holder of Debentures, to be held in escrow until the end of the Offering. The Selling Agent will inform Metropolitan of the certificate number and principal amount of each Debenture tendered, and supply copies of all documents tendered to Metropolitan promptly after each Debenture is tendered. If the conditions to the Escrow AgentOffering set forth in the Registration Statement are met, but Selling Agent and Metropolitan agree that Metropolitan will in all cases deliver instructions decide and instruct the Selling Agent on which Debenture certificates to accept as validly tendered for PaineWebber exchange, if any, and Metropolitan will instruct the Selling Agent on which Debenture certificates to debit promptly return, or cause to be returned, to their respective holders. If the subscriber's brokerage account. PaineWebber Offering is terminated, Selling Agent will promptly deliver return, or cause to the General Partner the originally signed Subscription Agreement received by it from the Selling Agentbe returned, concurrent with its transmission of funds all Debenture certificates promptly to the Escrow Agent. Promptly after receipt of a subscription and the funds therefor by the Escrow Agent and delivery of a copy of the related Subscription Agreement to the General Partner, an interim receipt will be mailed by the General Partner to each such subscriber for the amount deposited in the Escrow Account on behalf of such subscribertheir respective holders.