GENERAL PROVISIONS

14.1 Notices. Unless otherwise expressly specified or permitted by the terms of this Agreement, all notices, requests, demands and instructions hereunder shall be in writing and shall be delivered by hand or courier service, or shall be mailed by registered or certified mail, postage prepaid, or shall be sent by facsimile to the following addresses: (a) if to the Manager, to Macquarie Asset Management Inc., 225 Franklin Street, 17^thFloor, Suite 1700, Boston, MA 02110, facsimile: (617) 457-0648; or (b) if to any Member, at such address as appears for such Member on Schedule A, or, in either case, at such other address as the relevant party hereto may from time to time designate by written notice to the other parties hereto. Whenever any notice is required to be given hereunder, such notice shall be deemed given only when such notice is delivered or, if mailed or sent by facsimile, when received, unless otherwise expressly specified or permitted by the terms hereof. Whenever any notice is required to be given by law or this Agreement, a written waiver thereof signed by the Person entitled to such notice, whether before or after the time stated at which such notice is required to be given, shall be deemed equivalent to the giving of such notice. Notwithstanding the foregoing, the Fund may provide Notice, the reports required under Section 10.4 and the tax information required under Section 10.5 electronically, either through delivery to email addresses provided by a Member or by posting such reports or information to the Fund’s internet website, subject to, and in compliance with, all of the requirements of any applicable federal or state laws, rules or regulations.

14.2 Reliance by Third Parties. No Person dealing with the Fund or its assets, whether as assignee, lessee, purchaser, mortgagee, grantee or otherwise, shall be required to investigate the authority of the Manager in selling, assigning, leasing, mortgaging, conveying or otherwise dealing with any Investments or other assets or any part thereof, nor shall any such assignee, lessee, purchaser, mortgagee, grantee or other Person entering into a contract with the Fund be required to inquire as to whether the approval of the Members for any such

assignment, lease, sale, mortgage, transfer or other transaction has been first obtained. Any such Person shall be conclusively protected in relying upon a certificate of authority signed by the Manager, or in accepting any instrument signed by the Manager, in the name and behalf of the Fund or the Manager.

14.3 Entire Agreement. This Agreement, together with all Schedules hereto, constitutes the entire

agreement of the Members relating to the Fund with respect to the subject matter hereof, and supersedes any and all prior contracts or agreements with respect to the subject matter hereof, whether oral or written.

14.4 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations hereunder or with respect to the Fund is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person hereunder or with respect to the Fund. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default hereunder or with respect to the Fund, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

14.5 Binding Effect. Subject to the restrictions on Transfers set forth in this Agreement, this Agreement shall be binding on, and inure to the benefit of, the Members and their respective heirs, legal representatives, successors and permitted assigns.

14.6 Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware, excluding any conflict of laws rule or principle that might refer the governance or the construction of this Agreement to the law of another jurisdiction. In the event of a direct conflict between the provisions of this Agreement and any provision of any mandatory provision of the Act, the applicable provision of the Act shall control.

14.7 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate or perform the provisions of this Agreement and those transactions.

14.8 Waiver of Certain Rights. To the fullest extent permitted by law, each Member irrevocably waives any right to maintain any action for dissolution (except pursuant to Section 18-802 of the Act) of the Fund or for partition of the property of the Fund.

14.9 Notice to and Consent of Members. By executing this Agreement, each Member acknowledges that it has actual notice of and consents to (a) all of the provisions hereof (including the restrictions on Transfer set forth in Article 8) and (b) all of the provisions of the Certificate.

14.10 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

14.11 Headings. The headings used in this Agreement are for the purpose of reference only and shall not otherwise affect the meaning or interpretation of any provision of this Agreement.

14.12 Remedies. The Fund, the Manager and the Members shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement (including costs of enforcement) and to exercise any and all other rights existing in their favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that the Fund, the Manager or any Member may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation or threatened violation of the provisions of this Agreement.

14.13 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

14.14 Certain Conventions. Unless the context otherwise requires, the masculine when used herein shall include the feminine and neuter and vice versa. The words “herein,” “herewith” and “hereof” and words of similar import refer to this Agreement as a whole and not to any particular article, section or provision. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

MACQUARIE ASSET MANAGEMENT INC.

MANAGER: By: /s/ David Fahy

David Fahy, President

INITIAL MEMBER: By: /s/ David Fahy

David Fahy, President

FUND: By: /s/ David Fahy

David Fahy, President

APPENDIX B