Common use of Delivery of Documents Clause in Contracts

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder;; and (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without prior written consent of the Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund Funds is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund Funds or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust Trust, or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without the prior written consent of the Sub-Adviser, such which consent shall not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule rule, or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; (b) in Adviser communications; or (bc) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; (b) in Adviser communications; or (bc) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s 's Agreement and Declaration of Trust Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder;; and (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies copies, or will make available upon request, of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust Trust, or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without the prior written consent of the Sub-Adviser, such which consent shall not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule rule, or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; (b) in Adviser communications; or (bc) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser Trust has furnished the Adviser and the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Adviser as adviser to the Funds and the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and; (g) The terms and conditions of exemptive and no-action relief granted to the TrustTrust and the Adviser, as amended from time to time; and (h) Any other document(s) comprising the Fund Materials. The Adviser Trust shall promptly furnish the Adviser and the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser Trust shall not, and shall not permit any of the Funds to to, use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with with, or will make available upon request, copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeeach Fund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the Fundsa Fund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust Trust, or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timea Fund. The Adviser shall promptly furnish the Sub-Adviser from time to time with with, or make available upon request, copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not nor permit any of the Funds to a Fund to, use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without prior written consent of the Sub-Adviser, such which consent shall not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the a Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule rule, or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; (b) in Adviser communications; or (bc) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Fundseach Fund, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Fundseach Fund; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished Concurrently with the Sub-Adviser with copies delivery of this Loan Agreement (as previously authorized, executed and attested) at the Loan Closing, the Borrower will cause to be delivered to the Trust and the Trustee each of the following documentsitems: (ai) The Trustan opinion of the Borrower’s Agreement bond counsel substantially in the form of Exhibit E hereto; provided, however, that the Trust may permit portions of such opinion to be rendered by general counsel to the Borrower and Declaration may permit variances in such opinion from the form set forth in Exhibit E if, in the opinion of Trust (such Agreement and Declaration of the Trust, such variances are not to the material detriment of the interests of the holders of the Trust Bonds; (ii) counterparts of this Loan Agreement as in effect on previously executed and attested by the parties hereto; (iii) copies of those resolutions finally adopted by the board of directors of the Borrower and requested by the Trust, including, without limitation, (A) the resolution of the Borrower authorizing the execution, attestation and delivery of this Loan Agreement, (B) the Borrower Bond Resolution, as amended and supplemented as of the date of this Agreement the Loan Closing, authorizing the execution, attestation, authentication, sale and delivery of the Borrower Bond to the Trust, (C) the resolution of the Borrower, if any, confirming the details of the sale of the Borrower Bond to the Trust, (D) the resolution of the Borrower, if any, declaring its official intent to reimburse expenditures for the Costs of the Project from the proceeds of the Trust Bonds, each of said resolutions of the Borrower being certified by an Authorized Officer of the Borrower as amended from time of the date of the Loan Closing, (E) the resolution of the BPU approving the issuance by the Borrower of the Borrower Bond to timethe Trust and setting forth any other approvals required therefor by the BPU, herein called the “Declaration of Trust”)if applicable, and (F) any other Proceedings; (biv) Amended and Restated By-Laws if the Loan is being made to reimburse the Borrower for all or a portion of the Trust (Costs of the Borrower’s Project or to refinance indebtedness or reimburse the Borrower for the repayment of indebtedness previously incurred by the Borrower to finance all or a portion of the Costs of the Borrower’s Project, an opinion of Bond Counsel, in form and substance satisfactory to the Trust, to the effect that such By-Laws, as in effect reimbursement or refinancing will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriterBonds; and (gv) The terms and conditions the certificates of exemptive and no-action relief granted insurance coverage as required pursuant to the Trustterms of Section 3.06(d) hereof and such other certificates, documents, opinions and information as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so providedTrust may require in Exhibit F hereto, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to useif any.

Delivery of Documents. The Adviser has furnished shall furnish the Sub-Adviser with copies of each of the following below documents:. Adviser shall provide any updates to the below referenced documents and, except for those updates previously disclosed to the Sub-Adviser, the Sub-Adviser shall have thirty (30) days from receipt of any such updates to comply with the updates as required under Section 1. (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust Trust, or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without the prior written consent of the Sub-Adviser, such which consent shall not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule rule, or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; (b) in Adviser communications; or (bc) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) a. The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) b. Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) c. Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) d. Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) e. Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) f. A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) g. The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statementRegistration Statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus or Statement of Additional Information of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without prior written consent of the Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; (b) in Adviser communications; or (bc) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished Concurrently with the Sub-Adviser with copies delivery of this Loan Agreement (as previously authorized, executed and attested) at the Loan Closing, the Borrower will cause to be delivered to the Trust and the Trustee each of the following documentsitems: (ai) The Trust’s Agreement an opinion of the Borrower's bond counsel substantially in the form of Exhibit E hereto; provided, however, that the Trust may permit portions of such opinion to be rendered by general counsel to the Borrower and Declaration may permit variances in such opinion from the form set forth in Exhibit E if, in the opinion of Trust (such Agreement and Declaration of the Trust, such variances are not to the material detriment of the interests of the holders of the Trust Bonds; (ii) counterparts of this Loan Agreement as in effect on previously executed and attested by the parties hereto; (iii) copies of those resolutions finally adopted by the board of directors of the Borrower and requested by the Trust, including, without limitation, (A) the resolution of the Borrower authorizing the execution, attestation and delivery of this Loan Agreement, (B) the Borrower Bond Resolution, as amended and supplemented as of the date of this Agreement the Loan Closing, authorizing the execution, attestation, authentication, sale and delivery of the Borrower Bond to the Trust, (C) the resolution of the Borrower, if any, confirming the details of the sale of the Borrower Bond to the Trust, (D) the resolution of the Borrower, if any, declaring its official intent to reimburse expenditures for the Costs of the Project from the proceeds of the Trust Bonds, each of said resolutions of the Borrower being certified by an Authorized Officer of the Borrower as amended from time of the date of the Loan Closing, (E) the resolution of the BPU approving the issuance by the Borrower of the Borrower Bond to timethe Trust and setting forth any other approvals required therefor by the BPU, herein called the “Declaration of Trust”)if applicable, and (F) any other Proceedings; (biv) Amended and Restated By-Laws if the Loan is being made to reimburse the Borrower for all or a portion of the Trust (Costs of the Borrower's Project or to refinance indebtedness or reimburse the Borrower for the repayment of indebtedness previously incurred by the Borrower to finance all or a portion of the Costs of the Borrower's Project, an opinion of Bond Counsel, in form and substance satisfactory to the Trust, to the effect that such By-Laws, as in effect reimbursement or refinancing will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriterBonds; and (gv) The terms and conditions the certificates of exemptive and no-action relief granted insurance coverage as required pursuant to the Trustterms of Section 3.06(d) hereof and such other certificates, documents, opinions and information as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so providedTrust may require in Exhibit F hereto, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to useif any.

Delivery of Documents. The Adviser has furnished or arranged for the Trust to furnish the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Sub- Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of any applicable exemptive and no-no- action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish or arrange for the Trust to promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so providedExcept as otherwise provided in Section 13 of this Agreement, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to to, use the Sub-Adviser’s name or the names of the Sub-Adviser’s affiliates or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with has received or has access to copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser Trust shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such which consent shall not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with written copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with with, or will make available upon request, copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeeach Fund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the Fundsa Fund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timea Fund. The Adviser shall promptly furnish the Sub-Adviser from time to time with with, or make available upon request, copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall notnot nor permit a Fund to, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without prior written consent of the Sub-Adviser, such which consent shall not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the a Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder;; and (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without prior written consent of the Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund Funds is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund Funds or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) The Fund Registration Statement, including the Prospectus and Statement of Additional Information SAI of the FundsFund, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably conditioned, delayed, or withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus or SAI of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser or the Trust has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies policies, and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the TrustTrust or the Adviser, as amended from time to time. The Adviser or the Trust shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund, to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without the prior written consent of the Sub-Adviser, such which consent shall not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; (b) in Adviser communications; or (bc) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished furnished, or will furnish within a reasonable amount of time, the Sub-Adviser with copies of each of the following documents: (a) The Trust’s 's Agreement and Declaration of Trust Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) The current Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a subSub-adviser Adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies copies, or will make available upon request, of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust Trust, or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without the prior written consent of the Sub-Adviser, such which consent shall not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule rule, or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; (b) in Adviser communications; or (bc) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished Concurrently with the Sub-Adviser with copies delivery of this Loan Agreement (as previously authorized, executed and attested) at the Loan Closing, the Borrower will cause to be delivered to the Trust and the Trustee each of the following documentsitems: (ai) The Trust’s Agreement an opinion of the Borrower's bond counsel substantially in the form of Exhibit E hereto; provided, however, that the Trust may permit portions of such opinion to be rendered by general counsel to the Borrower and Declaration may permit variances in such opinion from the form set forth in Exhibit E if, in the opinion of Trust (such Agreement and Declaration of the Trust, such variances are not to the material detriment of the interests of the holders of the Trust Bonds; (ii) counterparts of this Loan Agreement as in effect on previously executed and attested by the parties hereto; (iii) copies of those resolutions finally adopted by the board of directors of the Borrower and requested by the Trust, including, without limitation, (A) the resolution of the Borrower authorizing the execution, attestation and delivery of this Loan Agreement, (B) the Borrower Bond Resolution, as amended and supplemented as of the date of this Agreement the Loan Closing, authorizing the execution, attestation, authentication, sale and delivery of the Borrower Bond to the Trust, (C) the resolution of the Borrower confirming the details of the sale of the Borrower Bond to the Trust, (D) the resolution of the Borrower, if any, declaring its official intent to reimburse expenditures for the Cost of the Project from the proceeds of the Trust Bonds, each of said resolutions of the Borrower being certified by an Authorized Officer of the Borrower as amended from time of the date of the Loan Closing, (E) the resolution of the BPU approving the issuance by the Borrower of the Borrower Bond to timethe Trust and setting forth any other approvals required therefor by the BPU, herein called the “Declaration of Trust”)and (F) any other Proceedings; (biv) Amended and Restated By-Laws if the Loan is being made to reimburse the Borrower for all or a portion of the Trust (Costs of the Borrower's Project or to refinance indebtedness or reimburse the Borrower for the repayment of indebtedness previously incurred by the Borrower to finance all or a portion of the Costs of the Borrower's Project, an opinion of Bond Counsel, in form and substance satisfactory to the Trust, to the effect that such By-Laws, as in effect reimbursement or refinancing will not adversely affect the exclusion from gross income of the interest on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information Trust Bonds for federal income tax purposes under Section 103 of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriterCode; and (gv) The terms and conditions the certificates of exemptive and no-action relief granted insurance coverage as required pursuant to the Trustterms of Section 3.06(d) hereof and such other certificates, documents, opinions and information as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so providedTrust may require in Exhibit F hereto, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to useif any.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies copies, or will make available upon request, of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust Trust, or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. The Adviser will provide the Sub-Adviser with reasonable advance notice of, and the opportunity to comment on, any change in the Fund’s investment objectives, investment policy risks, and restrictions as stated in the Prospectus, or in any procedures and policies adopted by the Trust’s Board of Trustees that would significantly impact the Sub-Adviser’s management of the Fund. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without the prior written consent of the Sub-Adviser, such which consent shall not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule rule, or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; (b) in Adviser communications; or (bc) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder;; and (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser Trust has furnished the Adviser and the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Adviser as adviser to the Funds and the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the TrustTrust and the Adviser, as amended from time to time. The Adviser Trust shall promptly furnish the Adviser and the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser Trust shall not, and shall not permit any of the Funds to to, use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished shall furnish the Sub-Adviser with copies of each of the following below documents:. Adviser shall provide any updates to the below referenced documents and, except for those updates previously disclosed to Sub-Adviser, Sub-Adviser shall have thirty (30) days from receipt of any such updates to comply with the updates as required under Section 1. (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust Trust, or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without the prior written consent of the Sub-Adviser, such which consent shall not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule rule, or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; (b) in Adviser communications; or (bc) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished or arranged for the Trust to furnish the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of any applicable exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish or arrange for the Trust to promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to to, use the Sub-Adviser’s name or the names of the Sub-Adviser’s affiliates or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished To the Sub-Adviser extent Agent (i) receives financial statements required under Sections 10.7, 10.8 and 10.13 or Borrowing Base Certificates from any Loan Party pursuant to the terms of this Agreement or (ii) prepares or receives any report or document showing the results of appraisals (other than appraisals included in any Mortgage File, which shall be available to Lenders upon request) or environmental reports or field examinations conducted pursuant to the terms of this Agreement (each, a “Report” and collectively with copies of the items in clause (i) above, the “Borrower Materials”), Agent will promptly furnish such documents and information to Lenders to the extent Borrower is not obligated to deliver such documents and information to each of the following documents: Lender under this Agreement. Each Lender agrees (a) The Trust’s Agreement that Reports are not intended to be comprehensive audits or examinations, and Declaration of Trust (such Agreement that Agent or any other Person performing an audit or examination will inspect only limited information and Declaration of Trustwill rely significantly upon Loan Parties’ books, as in effect on the date of this Agreement records and as amended from time to time, herein called the “Declaration of Trust”); representations; (b) Amended that Agent makes no representation or warranty as to the accuracy or completeness of any Borrower Materials and Restated By-Laws of the Trust (such By-Lawsshall not be liable for any information contained in or omitted from any Borrower Materials, as in effect on the date of this Agreement including any Report; and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus to keep all Borrower Materials confidential and Statement of Additional Information strictly for such Lender’s internal use, not to distribute any Report or other Borrower Materials (or the contents thereof) to any Person (except to such Lender’s Participants, attorneys and accountants), and to use all Borrower Materials solely for administration of the FundsObligations. Each Lender shall indemnify and hold harmless Agent and any other Person preparing a Report from any action such Lender may take as a result of or any conclusion it may draw from any Borrower Materials, as amended well as from time to time; (d) Resolutions any claims, liabilities, obligations, losses, damages, penalties, judgments, proceedings, interest, costs and expenses of the Board approving the engagement of the Sub-Adviser any kind arising as a sub-adviser direct or indirect result of Agent furnishing same to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to useLender.

Delivery of Documents. The Adviser has furnished will furnish the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies copies, or will make available upon request, of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeeach Fund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the Fundsa Fund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust Trust, or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timea Fund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds a Fund to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without the prior written consent of the Sub-Adviser, such which consent shall not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the a Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule rule, or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; (b) in Adviser communications; or (bc) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser Trust has furnished the Adviser and the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Adviser as adviser to the Funds and the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the TrustTrust and the Adviser, as amended from time to time. The Adviser Trust shall promptly furnish the Adviser and the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser Trust shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Sub- Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished Company and the Sub-Adviser with copies of each of Transferor agree to execute and deliver to one another the following documentsfollowing: (a) The Trust’s Agreement and Declaration of Trust (On the Closing Date, such Agreement and Declaration of Trust, Transfer Documents executed by the Transferor as in effect on the date of this Agreement and as amended from time Transferor elects to time, herein called deliver to the “Declaration of Trust”);Company. (b) Amended and Restated By-Laws Subject to the provisions of the Trust (such By-Laws, as in effect on the date of this LLC Operating Agreement and Section 3.1(d) hereof below in relation to the Transfer Documents, the Transferor shall deliver or cause to be delivered, at the expense of the Company (which expense shall constitute a Pre- Approved Charge), to the extent they are in the possession of the Transferor or any of its employees or contractors (and have actually been located and separately collected as amended from of the Closing Date for delivery to the Custodian pursuant to this Agreement), (i) the Notes and other Custodial Documents to the Custodian as soon as is practicable after the Closing Date and (ii) the Asset Files with respect to each Asset to either the Company or the Servicer (as directed by the Company), in either case on or within a reasonable period of time after the Servicing Transfer Date with respect to time, are herein called the “By-Laws”);such Asset. (c) Prospectus and Statement of Additional Information (i) For any of the Fundsmortgages and/or other Collateral Documents securing the Assets that are registered on the MERS® System (collectively, the “MERS Registered Mortgages”), except as amended from provided otherwise in this Section 3.1(c), the Company shall cause the MERS Registered Mortgages to be transferred on the MERS® System on or within a reasonable time to time; (d) Resolutions of after the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board Servicing Transfer Date with respect to the Assets applicable Assets. To the extent the cost of transferring the MERS Registered Mortgages is a cost imposed by MERS on the transferor of an Asset, that cost shall be borne by the Transferor. Otherwise, the costs imposed by MERS with respect to the extent such resolutions, policies and procedures may affect the duties transfer of the SubMERS Registered Mortgages shall be borne by the Company and all such costs shall constitute Pre-Adviser hereunder; Approved Charges; provided, however, that any such expenses with respect to MERS Registered Mortgages as to which the Company has not initiated the transfer on the MERS® System (fin cooperation with the applicable Existing Servicer during the period prior to the applicable Servicing Transfer Date) A list within six months of the Trust’s principal underwriter Closing Date shall not constitute Pre-Approved Charges and each affiliated person such charges shall be borne by the Private Owner alone. The Company shall provide a report to the Transferor on the progress and status of the Adviser, transfers on the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any MERS® System of the Funds to use MERS Registered Mortgages on the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus first day of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by seventh month following the Sub-Adviser prior to useClosing Date and again on the first anniversary of the Closing Date.

Delivery of Documents. The Adviser has furnished Company and the Sub-Adviser with copies of each of Initial Member agree to execute and deliver to one another the following documentsfollowing: (a) The Trust’s Agreement and Declaration of Trust (On the Closing Date, such Agreement and Declaration of Trust, Transfer Documents executed by the Initial Member as in effect on the date of this Agreement and as amended from time Initial Member elects to time, herein called deliver to the “Declaration of Trust”);Company. (b) Amended and Restated By-Laws Subject to the provisions of the Trust LLC Operating Agreement, the Initial Member shall deliver the Notes, other Custodial Documents and Underlying Collateral Documents for each Loan to the Custodian as soon as is practicable after the Closing Date and shall deliver the Loan Files for such Loan to either the Company or the Servicer (as directed by the Company), in either case on or within a reasonable period of time after the Servicing Transfer Date with respect to such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”);Loan. (c) Prospectus and Statement of Additional Information (i) For any of the Fundsmortgages and/or other Underlying Collateral Documents securing the Loans that are registered on the MERS® System (collectively, the “MERS Registered Mortgages”), except as amended from provided otherwise in this Section 3.1(c), the Company shall cause the MERS Registered Mortgages to be transferred on the MERS® System on or within a reasonable time to time; (d) Resolutions of after the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board Servicing Transfer Date with respect to the Assets applicable Loans. To the extent the cost of transferring the MERS Registered Mortgages is a cost imposed by MERS on the transferor of a Loan, that cost shall be borne by the Initial Member. Otherwise, the costs imposed by MERS with respect to the extent such resolutions, policies and procedures may affect the duties transfer of the SubMERS Registered Mortgages shall be borne by the Company and all such costs shall constitute Pre-Adviser hereunder; (f) A list Approved Charges for purposes of the Trust’s principal underwriter Custodial and each affiliated person Paying Agency Agreement, provided that any such expenses with respect to MERS Registered Mortgages as to which the Company has not initiated the transfer on the MERS® System (in cooperation with the applicable Existing Servicer during the period prior to the applicable Servicing Transfer Date) within six months of the Adviser, Closing Date shall not constitute Pre-Approved Charges for purposes of the Trust or Custodial and Paying Agency Agreement and such charges shall be borne by the principal underwriter; and (g) Private Owner alone. The terms and conditions of exemptive and no-action relief granted Company shall provide a report to the Trust, as amended from time to time. The Adviser shall promptly furnish Initial Member on the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, progress and shall not permit any status of the Funds to use transfers on the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus MERS® System of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by MERS Registered Mortgages on the Sub-Adviser prior to usefirst day of the seventh month following the Closing Date and again on the first anniversary of the Closing Date.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeeach Fund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the Fundsa Fund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timea Fund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds a Fund to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without prior written consent of the Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the a Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Fundseach Fund, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-sub- adviser to the Fundseach Fund; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Sub- Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Sub- Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) The current Prospectus and Statement of Additional Information of each of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a subSub-adviser Adviser to each of the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to to, use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, except as permitted in this Section 12, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser Adviser, the Trust or the any Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in Adviser, the Trust or any Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, as, for example in the Prospectus of the each Fund or in Fund each Fund’s shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished or arranged for the Trust to furnish the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of any applicable exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish or arrange for the Trust to promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s 's Agreement and Declaration of Trust Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) The current Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a subSub-adviser Adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s 's Agreement and Declaration of Trust Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeeach Fund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the Fundsa Fund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust Trust, or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timea Fund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds a Fund to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without the prior written consent of the Sub-Adviser, such which consent shall not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the a Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule rule, or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; (b) in Adviser communications; or (bc) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Sub- Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished Immediately after Closing, Seller shall direct the Sub-Adviser with copies of each manager of the following documents: Property to make available at the offices of such manager all books and records of account, contracts, original Leases (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutionsoriginal Leases are located at the Property or in the possession of Seller) and leasing correspondence, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviserreceipts for deposits, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trustunpaid bills, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of Seller’s contractor’s warranties and guaranties to extent assigned hereunder, and other papers or supplements documents and other Property Documents listed in Exhibit B under items (c) — (e), (i) and (k) assigned hereunder and not covered above, which pertain to the foregoingoperation of the Property together with all advertising materials, booklets, keys and other items, if any, used in the operation of the Property. Until so In addition, as an accommodation to Purchaser, Seller will authorize RealPage to transfer electronic tenant data relating to tenants at the Property on the Closing Date to Purchaser’s property manager or Yardi, provided, the Sub-Adviser may continue however, that Seller is not incurring any additional liability with respect to rely on those documents previously provided. The Adviser shall not, such data transfer and shall not permit be obligated to incur any out-of-pocket costs relating to such data transfer, nor shall Seller or RealPage be required to reformat any data or transfer any data that cannot be transferred without making changes in the way such data is held on RealPage. Seller makes no representations regarding the existence or adequacy of such documents or items for use in management or operation of the Funds Property or as to use the Sub-Adviser’s name accuracy or make representations regarding Sub-Adviser completeness of any data that may be transferred. The foregoing shall not include the separate books, records, correspondence and other documentation of Seller located at its offices, nor shall it include any computer software or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser computer programs used by the Adviser manager of the Property or Seller in connection with the Fund Property, it being understood and agreed that the foregoing items are not part of the “Property” to be conveyed to Purchaser hereunder. After the Closing, Seller shall have the right upon not less than forty-eight hours prior notice to Purchaser to inspect the applicable books and records of the Property to verify that Purchaser is limited remitting to information disclosed in materials provided by the Sub-Adviser Seller all amounts to be remitted to Seller according to the Adviser in writing specifically terms of this Agreement, and for use in the Fundany other purpose related to Seller’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus prior ownership of the Fund or in Fund shareholder reports or proxy statements; or Property, and this provision shall survive Closing, provided, however, that with respect to inspection and audit rights relating to Sections 4.4(b) and (b) as may be otherwise specifically approved in writing by d), such inspection and audit rights shall terminate 180 days following the Sub-Adviser prior to useClosing Date.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information Prospectuses of the Funds, as amended or supplemented from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or and the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without prior written consent of the Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s 's Agreement and Declaration of Trust Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “"Declaration of Trust”"); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “"By-Laws”"); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust's Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust's Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s 's principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s 's name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s 's approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s 's Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “"Declaration of Trust”"); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “"By-Laws”"); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s 's principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s 's name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s 's approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s 's registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Seller and the Purchaser acknowledge and agree that, solely for administrative convenience, any transfer document or assignment agreement (or, in the case of any Underlying Instrument that is in the form of a note, any chain of endorsement) required to be executed and delivered in connection with the transfer of a Collateral Obligation in accordance with the terms of any related Underlying Instruments may reflect that (i) the Seller or an affiliate or subsidiary of the Seller (or any third party from whom the Seller or such affiliate or subsidiary, as applicable, may purchase a Collateral Obligation) is assigning such Collateral Obligation directly to the Purchaser or (ii) the Purchaser is acquiring such Collateral Obligation at the closing of such Collateral Obligation. Nothing in any such transfer document or assignment agreement (or, in the case of any Underlying Instrument that is in the form of a note, nothing in such chain of endorsement) shall be deemed to impair the transfers of the Collateral Obligations (including participations therein) by the Seller to the Purchaser in accordance with the terms of the applicable Master Participation Agreement and Declaration of Trust (such Agreement and Declaration of Trustthis Agreement, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”);respectively. (b) Amended and Restated By-Laws In furtherance of the Trust foregoing, on or after the Closing Date, each applicable Participation Seller has entered, or will enter into, a Master Participation Agreement with the Seller, in each case, to grant to the Seller (such By-Lawswhich may be transferred directly to the Purchaser for administrative convenience) the Affiliate Participation Interests in the initial Collateral Obligations to be conveyed thereunder, as in effect on respectively. Individual assignments (or a master assignment) shall be prepared consistent with the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information requirements of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser related Underlying Instruments and shall be provided to the Funds; Persons required under such Underlying Instruments, which assignments shall become effective in accordance with such Underlying Instruments upon obtaining certain consents thereto or upon the passage of time or both. Each Participation Seller (epursuant to the applicable Master Participation Agreement) Resolutionshas agreed or will agree, policies and procedures adopted by the Board Seller and the Purchaser hereby agree, to use their commercially reasonable efforts to effect an Elevation with respect to the Assets each applicable Affiliate Participation Interest as soon as reasonably practicable (and in any event on or prior to the extent such resolutions, policies and procedures may affect day that is 120 days following the duties applicable Cut-Off Date). Upon receipt by the Seller or the applicable Participation Seller of the Sub-Adviser hereunder; effective assignment (f) A list the “Assignment Effective Date”), each Affiliate Participation Interest shall be elevated to an assignment such that the Purchaser is the named lender party in respect of the Trust’s principal underwriter and each affiliated person of related Collateral Obligation under the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to useUnderlying Instrument.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (aa.) The Trust’s Agreement and Declaration of Trust Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (bb.) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (cc.) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (dd.) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (ee.) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder;; and (ff.) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement Borrower may deliver documents, materials and Declaration of Trust other information required to be delivered pursuant to Article VIII (collectively, "Information") in an electronic format acceptable to the Agent by e-mailing any such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time Information to time, herein called the “Declaration of Trust”); (b) Amended and Restated Byan e-Laws mail address of the Trust (such By-Laws, Agent as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted specified by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended Agent from time to time. The Adviser Agent shall promptly furnish post such Information on the SubBorrower's behalf on an internet or intranet website to which each Lender and the Agent has access, whether a commercial, third-Adviser party website (such as Intralinks or SyndTraks) or a website sponsored by the Agent (the "Platform"). Such Information shall only be deemed to have been delivered to the Lenders on the date on which such information is so posted. (b) In addition, the Borrower may deliver Information required to be delivered pursuant to Sections 8.1, 8.2, and 8.5(b) and (c) by posting any such Information to the Borrower's internet website (as of the Agreement Date, ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇). Any such Information provided in such manner shall only be deemed to have been delivered to the Agent or a Lender (i) on the date on which the Agent or such Lender, as applicable, receives notice from the Borrower that such Information has been posted to the Borrower's internet website and (ii) only if such Information is publicly available without charge on such website. If for any reason, the Agent or a Lender either did not receive such notice or the Information was not generally available to the Agent or such Lender from such website, then the Agent or such Lender, as applicable, shall not be deemed to have received such Information. In addition to any manner permitted by Section 12.1, the Borrower may notify the Agent or a Lender that Information has been posted to such a website by causing an e-mail notification to be sent to an e-mail address specified from time to time with by the Agent or such Lender, as applicable. (c) Notwithstanding anything in this Section to the contrary (i) the Borrower shall deliver paper copies of all amendments of or supplements Information to the foregoing. Until so providedAgent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given to the Borrower by the Agent or such Lender and (ii) in every instance the Borrower shall be required to provide to the Agent a paper original of the Compliance Certificate required by Section 8.3. (d) The Borrower acknowledges and agrees that the Agent may make Information, as well as any other written information, reports, data, certificates, documents, instruments, agreements and other materials relating to PPI, the Sub-Adviser may continue Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to rely on those documents previously provided. The Adviser shall notthis Agreement, and shall not permit any of the Funds other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or extent that the Agent's communication thereof to the Lenders is otherwise permitted hereunder (collectively, the "Communications") available to the Lenders by posting the same on the Platform. The Borrower acknowledges that (i) the distribution of material through an electronic medium, such as the Platform, is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided "as is" and "as available" and (iii) neither the Agent nor any of its affiliates without prior written consent warrants the accuracy, adequacy or completeness of Sub-Adviserthe Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. (e) The Agent shall have no obligation to request the delivery or to maintain copies of any of the Information or other materials referred to above, such consent not and in no event shall have any responsibility to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used monitor compliance by the Adviser Borrower with any such requests. Each Lender shall be solely responsible for requesting delivery to it or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended maintaining its copies of such Information or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to useother materials.

Delivery of Documents. The Adviser has furnished shall furnish the Sub-Sub- Adviser with copies of each of the following below documents:. Adviser shall provide any updates to the below referenced documents and, except for those updates previously disclosed to Sub-Adviser, Sub-Adviser shall have thirty (30) days from receipt of any such updates to comply with the updates as required under Section 1. (a) The Trust’s 's Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “"Declaration of Trust”"); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “"By-Laws”"); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust's Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust's Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s 's principal underwriter and each affiliated person of the Adviser, the Trust Trust, or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s 's name or make representations regarding the Sub-Adviser or its affiliates without the prior written consent of the Sub-Adviser, such which consent shall not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s 's approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule rule, or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; (b) in Adviser communications; or (bc) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished Concurrently with the Sub-Adviser with copies delivery of this Loan Agreement (as previously authorized, executed and attested) at the Loan Closing, the Borrower will cause to be delivered to the Trust and the Trustee each of the following documents:items: Table of Contents (ai) The Trust’s Agreement an opinion of the Borrower's bond counsel substantially in the form of Exhibit E hereto; provided, however, that the Trust may permit portions of such opinion to be rendered by general counsel to the Borrower and Declaration may permit variances in such opinion from the form set forth in Exhibit E if, in the opinion of Trust (such Agreement and Declaration of the Trust, such variances are not to the material detriment of the interests of the holders of the Trust Bonds; (ii) counterparts of this Loan Agreement as in effect on previously executed and attested by the parties hereto; (iii) copies of those resolutions finally adopted by the board of directors of the Borrower and requested by the Trust, including, without limitation, (A) the resolution of the Borrower authorizing the execution, attestation and delivery of this Loan Agreement, (B) the Borrower Bond Resolution, as amended and supplemented as of the date of this Agreement the Loan Closing, authorizing the execution, attestation, authentication, sale and delivery of the Borrower Bond to the Trust, (C) the resolution of the Borrower, if any, confirming the details of the sale of the Borrower Bond to the Trust, (D) the resolution of the Borrower, if any, declaring its official intent to reimburse expenditures for the Costs of the Project from the proceeds of the Trust Bonds, each of said resolutions of the Borrower being certified by an Authorized Officer of the Borrower as amended from time of the date of the Loan Closing, (E) the resolution of the BPU approving the issuance by the Borrower of the Borrower Bond to timethe Trust and setting forth any other approvals required therefor by the BPU, herein called the “Declaration of Trust”)if applicable, and (F) any other Proceedings; (biv) Amended and Restated By-Laws if the Loan is being made to reimburse the Borrower for all or a portion of the Trust (Costs of the Borrower's Project or to refinance indebtedness or reimburse the Borrower for the repayment of indebtedness previously incurred by the Borrower to finance all or a portion of the Costs of the Borrower's Project, an opinion of Bond Counsel, in form and substance satisfactory to the Trust, to the effect that such By-Laws, as in effect reimbursement or refinancing will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriterBonds; and (gv) The terms and conditions the certificates of exemptive and no-action relief granted insurance coverage as required pursuant to the Trustterms of Section 3.06(d) hereof and such other certificates, documents, opinions and information as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so providedTrust may require in Exhibit F hereto, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to useif any.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the FundsFund, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-sub- adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Sub- Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Sub- Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without prior written consent of the Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; (b) in Adviser communications; or (bc) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s 's Agreement and Declaration of Trust Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “"Declaration of Trust”"); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “"By-Laws”"); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder;; and (f) A list of the Trust’s 's principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s 's name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s 's approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s 's Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder;; and (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without prior written consent of the Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund Funds is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund Funds or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder;; and (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are referred herein called the to as “By-Laws”); (c) Prospectus and Statement of Additional Information SAI of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Funds, to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably conditioned, delayed, or withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus or SAI of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser Sub -Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-AdviserSub -Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Allocated Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (ap) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (bq) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (cr) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (ds) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (et) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (fu) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (gv) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The TrustCompany’s Agreement and Declaration Certificate of Trust Incorporation (such Agreement and Declaration Certificate of TrustIncorporation, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration Certificate of TrustIncorporation”); (b) Amended Memorandum and Restated By-Laws Articles of Association of the Trust Company (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-LawsArticles”); (c) Prospectus and Statement of Additional Information of the FundsFund, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-sub- adviser to the FundsCompany; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Company to use the Sub-Adviser’s name or make representations regarding Sub-Sub- Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund Company is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Sub- Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder;; and (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously providedprovided and shall have no liability for continuing to do so. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s 's name or make representations regarding the Sub-Adviser or its affiliates without prior written consent of the Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s 's approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund Funds is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund Funds or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished or arranged for the Trust to furnish the Sub-Adviser with copies of each of the following documents: (a) The Trust’s 's Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “"Declaration of Trust”"); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “"By-Laws”"); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s 's principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of any applicable exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish or arrange for the Trust to promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so providedExcept as otherwise provided in Section 13 of this Agreement, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to to, use the Sub-Adviser’s 's name or the names of the Sub-Adviser's affiliates or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s 's approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s 's registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished On the Sub-Adviser with copies of each of the following documentsClosing Date: (a) The Trust’s Agreement Seller shall execute and Declaration deliver to Purchaser such bills of Trust sale, assignments, certificates of title and any and all other instruments of conveyance and transfer as shall be reasonably requested by Purchaser in order to effectively convey and transfer to Purchaser the Portfolio or to evidence such conveyance and transfer, consistent always with the provisions of this Agreement. (such Agreement b) Seller shall deliver to Purchaser copies, certified by the Secretary or an Assistant Secretary of Seller, of resolutions of the Board of Directors and Declaration consent of Trustthe shareholders of Seller authorizing the execution, as in effect on the date delivery and performance by Seller of this Agreement and as amended from time to timethe Settlement and Release Agreement (in the form of EXHIBIT C hereto) (hereinafter the "Release Agreement"), herein called and the “Declaration consummation of Trust”);the transactions contemplated by Seller hereby and thereby. (bc) Amended and Restated By-Laws Purchaser shall deliver to Seller copies, certified by the Secretary or an Assistant Secretary of Purchaser, of resolutions of the Trust (such By-LawsBoard of Directors of Purchaser authorizing the execution, as in effect on the date delivery and performance of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus Release Agreement and Statement of Additional Information the consummation of the Funds, as amended from time to time;transactions contemplated hereby and thereby. (d) Resolutions of Purchaser and Seller (as well as, ECX, Humboldt and Gordon), shall have executed and delivered to each other the Board approving Release A▇▇▇▇▇▇nt for the engagement of Contract Action in the Sub-Adviser as a sub-adviser form substantially similar to the Funds;EXHIBIT C attached hereto. (e) ResolutionsSeller shall have caused the law firm of Ropes & Gray ("Ropes & Gray") (Seller's counsel of record in the pending actio▇ ▇▇tled OKOUGB▇ ▇. LEASECOMM CORPORATION, policies ET AL., MASSACHUSETTS SUPERIOR COURT, MIDDLESEX COUNTY, CASE NUMBER 00-2757 ("Massachusetts Lawsuit"), pursuant to terms of an engagement letter to be entered into with Seller, Purchaser, ECX and procedures adopted by Humboldt, substantially in the Board form of EXHIBIT D hereto (the "Engagement Letter") to agree to also represent Purchaser and Humboldt, and each of them, in the Massachusetts Lawsuit. The Engagement Letter shall provide that Ropes & Gray will be substituted in or otherwise associated as "lead counsel" ▇▇▇ will agree (i) to look solely to Seller and/or ECX for payment of all fees and costs incurred or due to Ropes & Gray in connection with respect said representation of Purchaser and Humboldt ▇▇ ▇he Massachusetts Lawsuit; and (ii) to agree that the Assets law firm of Hale and Dorr, Purchaser's and Humboldt's current counsel of record in ▇▇▇ Mass▇▇▇▇setts Lawsuit, will continue in a "monitoring capacity" as associated counsel and shall be entitled to participate in (but not control) the extent such resolutions, policies and procedures may affect the duties defense of the Sub-Adviser hereunder;Massachusetts Lawsuit. (f) A list of Purchaser and Seller (as well as Humboldt), shall have executed and delivered to each other the Trust’s principal underwriter and each affiliated person of Indemnification Agreement for the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use Massachusetts Lawsuit in the Fund’s registration statement, form attached hereto as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.EXHIBIT E.

Delivery of Documents. The Adviser has furnished the Sub-Sub- Adviser with copies of each of the following documents: (a) The Trust’s 's Agreement and Declaration of Trust Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “"Declaration of Trust”"); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “"By-Laws”"); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust's Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust's Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s 's principal underwriter and each affiliated person of the Adviser, the Trust Trust, or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s 's name or make representations regarding the Sub-Adviser or its affiliates without the prior written consent of the Sub-Adviser, such which consent shall not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s 's approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule rule, or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; (b) in Adviser communications; or (bc) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser, or will furnish the Sub-Adviser within a reasonable amount of time, the Sub-Adviser with copies of each of the following documents: (a) a. The Trust’s Agreement and Declaration of Trust (such 's Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated b. By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) c. The current Prospectus and Statement of Additional Information of each of the Funds, as amended from time to time; (d) d. Resolutions of the Board approving the engagement of the Sub-Adviser as a subSub-adviser Adviser to the Funds; (e) e. Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) f. A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) g. The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall notnot use, and shall not permit any of the Funds to use use, the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement Articles of Incorporation and Declaration of Trust (such Agreement Articles of Incorporation and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of any exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, not and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, which such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser Pursuant to the Custodial Agreement delivered to the Purchaser contemporaneously with the delivery of this Agreement, the Company has furnished delivered and released to the Sub-Adviser with copies of each of Custodian those Mortgage Loan Documents as required by the following documents: (a) The Trust’s Custodial Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of by this Agreement and as amended from time with respect to time, herein called the “Declaration each Mortgage Loan. The Custodian has certified its receipt of Trust”); (b) Amended and Restated By-Laws of the Trust (all such By-Laws, as in effect on the date of this Agreement and as amended from time Mortgage Loan Documents required to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser be delivered pursuant to the Funds; (e) Resolutions, policies Custodial Agreement. The Company will be responsible for Custodial fees and procedures adopted by the Board expenses with respect to the Assets delivery and certification of those Mortgage Loan Documents required to be delivered pursuant to the extent such resolutions, policies Custodial Agreement. The Company will be responsible for the fees and procedures may affect expenses related to the duties recording of the Sub-Adviser hereunder; (f) A list initial Assignment of Mortgage. The Purchaser will be responsible for the fees and expenses of the Trust’s principal underwriter and Custodian. After the Closing Date, the Company shall deliver to the each affiliated person of the Adviserdocuments described in Exhibit B, not delivered pursuant to the Agreement. Provided however, within 150 days from the Closing Date, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted Company shall deliver to the TrustCustodian, the original MIC or LGC, as amended from applicable, or an Officer's Certificate, which shall (i) state that the MIC or LGC has not been delivered to the Custodian due solely to a delay by the insuring agency, (ii) state the amount of time generally required by the insuring agency to timeprocess the MIC or LGC, and (iii) specify the date the MIC or LGC will be delivered to the Purchaser. The Adviser shall promptly furnish Company will be required to deliver the Sub-Adviser from time to time with copies of all amendments of MIC or supplements LGC to the foregoingCustodian by the date specified in (iii) above. Until so providedAn extension of the date specified in (iii) above may be requested from the Custodian, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and which consent shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding The Company shall forward to the foregoingCustodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one week of their execution, provided, however, that the Company shall provide the Custodian with a certified true copy of any such document submitted for recordation within ten (10) days of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty days of its submission for recordation. In the event the public recording office is delayed in returning any original document, the Sub-Adviser’s approval is Company shall deliver to the Custodian within 240 days of its submission for recordation, a copy of such document and an Officer's Certificate, which shall (i) identify the recorded document; (ii) state that the recorded document has not required when been delivered to the information regarding the Sub-Adviser used Custodian due solely to a delay by the Adviser or public recording office, (iii) state the Fund is limited to information disclosed in materials provided amount of time generally required by the Sub-Adviser applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Adviser Custodian. The Company will be required to deliver the document to the Custodian by the date specified in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (aiv) as required by applicable law, rule or regulation, in the Prospectus above. An extension of the Fund or date specified in Fund shareholder reports or proxy statements; or (biv) as above may be otherwise specifically approved in writing by requested from the Sub-Adviser prior to usePurchaser, which consent shall not be unreasonably withheld.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies copies, or will make available upon request, of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeeach Fund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the Fundsa Fund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust Trust, or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timea Fund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. The Adviser will provide the Sub-Adviser with reasonable advance notice of, and the opportunity to comment on, any change in a Fund’s investment objectives, investment policy risks, and restrictions as stated in the Prospectus, or in any procedures and policies adopted by the Trust’s Board of Trustees that would significantly impact the Sub-Adviser’s management of the Fund. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds a Fund to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without the prior written consent of the Sub-Adviser, such which consent shall not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the a Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule rule, or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; (b) in Adviser communications; or (bc) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The TrustCompany’s Agreement and Declaration Certificate of Trust Incorporation (such Agreement and Declaration Certificate of TrustIncorporation, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration Certificate of TrustIncorporation”); (b) Amended Memorandum and Restated By-Laws Articles of Association of the Trust Company (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-LawsArticles”); (c) Prospectus and Statement of Additional Information of the FundsFund, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the FundsCompany; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Company to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund Company is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished Seller shall have received all such documents, certificates, opinions and papers required of Buyer pursuant to the Sub-Adviser with copies terms of each this Agreement, or which shall have been reasonably requested by Seller and Shareholder in connection therewith, in form and substance as approved prior to the Closing by Seller's Attorney, including expressly, but not limited to, the following: A. Payment of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of TrustPurchase Price as adjusted, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutionsand in the manner set forth in this Agreement. B. A certificate of resolutions adopted by Buyer's Board of Directors or the Governance Committee thereof authorizing the execution of this Agreement, policies and procedures may affect the duties consummation of the Sub-Adviser hereunder; (f) A list transactions contemplated hereby and the execution and delivery of the Trust’s principal underwriter and each affiliated person documents required to be delivered hereunder, appropriately certified by Buyer's corporate Secretary. C. A certificate of Buyer, dated as of the AdviserClosing Date certifying, to the Trust effect that, (i) as of the Closing Date, all of the representations and warranties of Buyer contained in this Agreement are true and correct as of the Closing Date (except for representations and warranties that speak as of a specific date or time, which need only be true and complete as such date or time), and (ii) all of the principal underwriter; and (g) The terms covenants and conditions of exemptive and no-action relief granted contained in this Agreement to be performed or met by Buyer prior to Closing have been performed or satisfied on or prior to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior Closing Date. D. A written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulationagreement, in the Prospectus form of Schedule 6.04 hereto pursuant to which Buyer will provide certain customer lists to Seller, to be used by Seller to solicit automobile purchases and certain permitted automotive service work from Buyer's customers. E. A written agreement pursuant to which Buyer assumes certain liabilities of Seller including but not limited to, those liabilities set forth on Schedule 2.02 and the Fund or Real Property lease obligations described in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing Schedule 2.03A. F. The Transition Agreement, executed by the Sub-Adviser prior to useBuyer. G. The Escrow Agreement, executed by Buyer. H. The Warrant, executed by Buyer.

Delivery of Documents. The Adviser has furnished shall furnish the Sub-Adviser with copies of each of the following below documents:. Adviser shall provide any updates to the below referenced documents and Sub-Adviser shall have thirty (30) days from receipt of any such updates to comply with the updates as required under Section 1. (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust Trust, or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without the prior written consent of the Sub-Adviser, such which consent shall not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule rule, or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; (b) in Adviser communications; or (bc) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s 's Agreement and Declaration of Trust Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Sub- Adviser hereunder;; and (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Sub- Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust Instrument (such Agreement and Declaration of TrustTrust Instrument, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of TrustTrust Instrument”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time, with respect to a Fund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, absent actual knowledge to the contrary, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The TrustCompany’s Agreement and Declaration Articles of Trust Incorporation (such Agreement and Declaration Articles of TrustIncorparation, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration Articles of TrustIncorporation”); (b) Amended and Restated By-Laws of the Trust Company (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the TrustCompany’s principal underwriter and each affiliated person of the Adviser, the Trust Company or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the TrustCompany, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with with, or will make available upon request, copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeeach Fund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the Fundsa Fund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust Trust, or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timea Fund. The Adviser shall promptly furnish the Sub-Adviser from time to time with with, or make available upon request, copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not nor permit any of the Funds to a Fund to, use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without the prior written consent of the Sub-Adviser, such which consent shall not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the a Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule rule, or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; (b) in Adviser communications; or (bc) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser will furnish upon request or has furnished the Sub-Sub- Adviser with true copies of each of the following documentsfollowing: (ai) The Trust’s 's Master Trust Agreement dated April 15, 1993 as filed with the Secretary of State of the Commonwealth of Massachusetts and Declaration of Trust all amendments thereto (such Agreement and Declaration of TrustMaster Trust Agreement, as presently in effect on the date of this Agreement and as amended it shall from time to timetime be amended, is herein called the “Declaration of Trust”"Master Trust Agreement"); (bii) Amended and Restated The Trust's By-Laws of the Trust and amendments thereto (such By-Laws, as presently in effect on the date of this Agreement and as amended it shall from time to timetime be amended, are is herein called the “"By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (diii) Resolutions of the Trust's Board of Trustees authorizing the appointment of the Adviser and Sub-Adviser and approving the engagement Advisory Agreement and this Agreement; (iv) The most recent Post-Effective Amendment to the Trust's Registration Statement on Form N-1A under the Securities Act of 1933 as amended ("1933 Act") and the 1940 Act as filed with the Securities and Exchange Commission; (v) The Fund's most recent prospectus (such prospectus, as presently in effect and all amendments and supplements thereto being referred to herein as the "Prospectus"); and (vi) All resolutions of the Board of Trustees of the Trust pertaining to the management of the assets of the Fund. During the term of this Agreement the Adviser shall not use or implement any amendment or supplement that relates to or affects the obligations of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of hereunder if the Sub-Adviser hereunder; reasonably objects in writing within five business days after delivery thereof (f) A list or such shorter period of time as the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish specify upon delivery, if such shorter period of time is reasonable under the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to usecircumstances).

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration Articles of Trust Incorporation (such Agreement and Declaration Articles of TrustIncorporation, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration Articles of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statementRegistration Statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus or Statement of Additional Information of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser Trust has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser Trust shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished ▇▇▇▇▇▇▇▇▇ shall have received all such documents, certificates, opinions and papers required of Monro pursuant to the Sub-Adviser with copies terms of each this Agreement, or which shall have been reasonably requested by ▇▇▇▇▇▇▇▇▇ and Shareholder in connection therewith, in form and substance as approved prior to the Closing by ▇▇▇▇▇▇▇▇▇'▇ Attorney, including expressly, but not limited to, the following: A. Payment of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of TrustPurchase Price as adjusted, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutionsand in the manner set forth in this Agreement. B. A stock certificate in the name of ▇▇▇▇▇▇▇▇▇ representing the Monro Common Stock for the number of shares of Monro Common Stock calculated in accordance with Section 2.06C. C. A certificate of resolutions adopted by Monro's Board of Directors or the Governance Committee thereof authorizing the execution of this Agreement, policies and procedures may affect the duties consummation of the Sub-Adviser hereunder; (f) A list transactions contemplated hereby and the execution and delivery of the Trust’s principal underwriter and each affiliated person documents required to be delivered hereunder, appropriately certified by Monro's corporate Secretary. D. A certificate of Monro, dated as of the AdviserClosing Date certifying, to the Trust effect that, (i) as of the Closing Date, all of the representations and warranties of Monro contained in this Agreement are true and correct in all material respects as of the Closing Date (except for representations and warranties that speak as of a specific date or time, which need only be true and complete as such date or time), (ii) all of the principal underwriter; and (g) The terms covenants and conditions of exemptive and no-action relief granted contained in this Agreement to be performed or met by Monro prior to Closing have been performed or satisfied on or prior to the TrustClosing Date, as amended from time and (iii) all shares of Monro Common Stock delivered to time. The Adviser shall promptly furnish ▇▇▇▇▇▇▇▇▇ on the SubClosing Date are duly authorized and are validly issued and outstanding, fully paid, and non-Adviser from time to time assessable, with copies of all amendments of or supplements no personal liability attaching to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall notownership thereof, and shall not permit any of are freely transferable without restriction under the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements Securities Act and the information is used (a) as required Exchange Act. E. A written agreement pursuant to which Monro assumes certain liabilities of ▇▇▇▇▇▇▇▇▇ including but not limited to, those liabilities set forth on Schedule 2.03 and the Real Property lease obligations described in Schedule 3.10A. F. The Escrow Agreement executed by applicable law, rule or regulation, in the Prospectus Monro. H. Written termination by Monro of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use▇▇▇▇▇▇▇▇▇ Agreement.

Delivery of Documents. The Adviser has furnished and the Sub-Adviser with acknowledges that it has received copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Fundseach Fund, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Fundseach Fund; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished or shall furnish to the Sub-Adviser with Adviser, copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished or arranged for the Trust to furnish the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Sub- Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of any applicable exemptive and no-action noaction relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish or arrange for the Trust to promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so providedExcept as otherwise provided in Section 13 of this Agreement, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to to, use the Sub-Adviser’s name or the names of the Sub-Adviser’s affiliates or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Sub- Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies policies, and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the TrustTrust or the Adviser, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with written copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without prior written consent of the Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with written copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without prior written consent of the Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder;; and (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously providedprovided and shall have no liability for continuing to do so. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without prior written consent of the Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund Funds is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund Funds or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. (a) The Adviser Seller has furnished delivered and released, or will cause to be delivered and released, to the Sub-Adviser with copies Custodian the documents identified in this Section 2 pertaining to each of the Receivables identified on a Schedule of Receivables (the "Schedule of Receivables"). Prior to the Closing Date (the "Delivery Date"), the Seller shall deliver or shall cause to be delivered to the Custodian and Purchaser a preliminary Schedule of Receivables and each of the following documentswith respect to the Receivables identified in such Schedule of Receivables, in form and content acceptable to the Purchaser: (ai) The Trust’s Agreement the fully executed original of the Receivable with executed assignment from the related Dealer to Seller and Declaration of Trust any intervening assignments; and (such Agreement and Declaration of Trust, ii) a fully executed assignment in blank from Seller. All Receivable documents held by the Custodian as in effect on the date to each Receivable under any provision of this Agreement are referred to herein as the "Legal File." The Seller shall also cause each Schedule of Receivables to be delivered via electronic transmission to the Custodian in a format acceptable to the Custodian on the same day that such Schedule of Receivables is delivered to the Custodian in accordance with this Section. (b) In addition to the documents delivered to the Custodian pursuant to Section 2(a) hereof, prior to the Closing Date the Seller shall deliver or cause to be delivered to the Custodian the following: (i) a notification of sale by Seller in the form attached hereto as Exhibit A ("Notification of Sale") and (ii) an original executed Consent with respect to the Receivables (the "Consent"), in form and substance acceptable to the Custodian and the Purchaser and copies of any partial release UCC-3 financing statements executed in connection therewith by LaSalle National Bank, as amended from Agent for the Lenders identified in that certain Fourth Amended and Restated Loan and Security Agreement dated as of February 28, 1996 (the "Loan Agreement") among the Purchaser, such Lenders and such Agent. (c) From time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws Purchaser may submit additional documents for one or more of the Trust (such By-Laws, as Receivables in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information custody of the FundsCustodian, as amended from time attached to time; (d) Resolutions a document transmittal log. Upon receipt of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviserthese additional documents, the Trust Custodian shall update the appropriate Legal File to reflect the receipt of (i) supplementation or the principal underwriter; and (g) The terms and conditions replacement of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use documents in the Fund’s registration statementLegal File and (ii) the delivery of additional documents, as amended assignments, instruments, agreements, certificates or supplemented from time other writings and additional financing statements, which are necessary to time, effect the sale or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus transfer of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to useReceivable.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) The Fund Registration Statement, including the Prospectus and Statement of Additional Information SAI of the FundsFund, as amended from time to time; (d) Resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s name or make representations regarding Sub-Sub- Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably conditioned, delayed, or withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus or SAI of the Fund or in Fund shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Sub- Adviser with copies copies, or will make available upon request, of each of the following documents: (a) The Trust’s 's Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “"Declaration of Trust”"); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “"By-Laws”"); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust's Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust's Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s 's principal underwriter and each affiliated person of the Adviser, the Trust Trust, or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. The Adviser will provide the Sub-Adviser with reasonable advance notice of, and the opportunity to comment on, any change in the Fund's investment objectives, investment policy risks, and restrictions as stated in the Prospectus, or in any procedures and policies adopted by the Trust's Board of Trustees that would significantly impact the Sub-Adviser's management of the Fund. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s 's name or make representations regarding the Sub-Adviser or its affiliates without the prior written consent of Sub-the Sub- Adviser, such which consent shall not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s 's approval is not required when the information regarding the Sub-Sub- Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Sub- Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule rule, or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; (b) in Adviser communications; or (bc) as may be otherwise specifically approved in writing by the Sub-Sub- Adviser prior to use.

Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents: (a) The Trust’s Agreement and Declaration of Trust Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); (b) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); (c) Prospectus and Statement of Additional Information of the Funds, as amended from time to timeFund; (d) Resolutions of the Trust’s Board of Trustees approving the engagement of the Sub-Adviser as a sub-adviser to the FundsFund; (e) Resolutions, policies and procedures adopted by the Trust’s Board of Trustees with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and (g) The terms and conditions A list of exemptive and noeach other investment sub-action relief granted adviser to the Trust, as amended from time to timeFund. The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds Fund to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule rale or regulation, in the Prospectus of the Fund or in Fund shareholder reports or proxy statements; (b) in Adviser communications; or (bc) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.