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(b)
such date that the Fund determines not to commence the Tender Offer pursuant to Section 1.1(d), which such date shall not occur
later than September 30, 2017; and
(c) such other
date established by mutual written agreement of the Fund and Saba.
4.2 Section
6 survives the termination of this Agreement. No termination pursuant to Section 4.1 relieves any Party from liability
for any breach of this Agreement prior to such termination.
Section 5. No
Disparagement
5.1 During
the Effective Period, the Fund, the Adviser and Saba shall each refrain from making,
and shall cause their respective Affiliates and its and their respective principals, directors, members, general partners, officers,
agents and employees not to make or cause to be made any statement or announcement, including in any document or report filed with
or furnished to the SEC or through the press, media, analysts or other persons, that constitutes an ad hominem attack on,
or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation of,
(a) in the case of such statements or announcements by Saba: the First Trust Fund or any of its Affiliates, subsidiaries or advisors
(including the Adviser and any subadvisor of a First Trust Fund), or any of its or their respective current or former officers,
trustees or employees (including, without limitation, any statements or announcements regarding the First Trust Fund’s strategy,
operations, performance, products or services), and (b) in the case of statements or announcements by the First Trust Fund or the
Adviser: Saba and Saba’s advisors, their respective principals, directors, members, general partners, officers, or employees
or any person who has served in any such capacity with respect to Saba and Saba’s advisors.
Section 6. Miscellaneous
6.1 Specific
Performance. Each Party hereto hereby acknowledges and agrees that irreparable harm will occur in the event any of the provisions
of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed
that the Parties will be entitled to seek specific performance hereunder, including, without limitation, an injunction or injunctions
to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof
in any state or federal court in the State of New York, in addition to any other remedy to which they may be entitled at law or
in equity. Any requirements for the securing or posting of any bond with respect to any such remedy are hereby waived. All rights
and remedies under this Agreement are cumulative, not exclusive, and will be in addition to all rights and remedies available to
any Party at law or in equity.
6.2 Jurisdiction;
Venue; Waiver of Jury Trial. The Parties hereto hereby irrevocably and unconditionally consent to and submit to the jurisdiction
of the state or federal courts in the State of New York for any actions, suits or proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby. The Parties irrevocably and
