FULLY PAID MASTER SECURITIES LOAN AGREEMENT AMONG PERSHING LLC, AS BORROWER AND PERSHING LLC, AS CLEARING BROKER AND

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1 FULLY PAID MASTER SECURITIES LOAN AGREEMENT AMONG PERSHING LLC, AS BORROWER AND PERSHING LLC, AS CLEARING BROKER AND (PRINT NAME) THE LENDER (SIGNATURE OF LENDER) (DATE) ACCOUNT NUMBERS AFFECTED: (CURRENT ADDRESS) TAX ID: 1. OVERVIEW Pursuat to this Agreemet, you (the Leder ) are agreeig to eter ito trasactios from time to time to led to Pershig LLC (i such capacity, the Borrower ) securities held for your accout (the Accout, ), itroduced to Pershig LLC by your broker, bak or itroducig firm ad carried by Pershig LLC as clearig broker (i such capacity, Pershig or the Clearig Broker ), agaist a trasfer of collateral to you to be held by the Clearig Broker for your accout (which will be either cash or securities) i the amout of at least 100% of the value of the securities loaed. Each such trasactio shall be referred to herei as a Loa ad shall be govered by this Agreemet. I all istaces, whe actig i its capacity as clearig broker, Pershig LLC shall be deemed to be a securities itermediary uder the UCC. I cosideratio for eterig ito this securities ledig arragemet, the Borrower will pay you a fee based o the value of ay o-cash collateral received by you ad the Clearig Broker will reivest o your behalf ay cash collateral received by you (less a cash collateral fee) pursuat to the terms of this Agreemet. The Borrower may also be payig a fee to your broker, bak or itroducig firm for itroducig you to this securities ledig arragemet. There are certai limitatios ad risks ivolved i eterig ito this Agreemet ad securities ledig trasactios of which you should be aware: By eterig ito this Agreemet, you give the Borrower permissio to borrow your securities without cotactig you ad without your prior approval of ay give Loa. You also do ot have the right to choose which securities i your Accout are borrowed. Borrower will have the right to trasfer the borrowed securities to others. Pershig, i its capacity as Clearig Broker will sed to you a schedule ad receipt listig the loaed securities. I additio, Pershig will sed to you a mothly accout statemet that will show which, if ay, of your securities have bee let to Borrower; Pershig ad your broker, bak or itroducig firm will receive a agreed upo share of the Loa Fee (as defied below) i coectio with ay Loa made by Leder to Borrower uder this Agreemet. Your broker s, bak s or itroducig firm s agreed upo share of the Loa Fee may vary depedig upo participatio levels; The securities that Borrower will borrow from Leder will be those securities deemed to be eeded by the borrower for ay purpose as permitted uder Regulatio T (which govers the securities borrowig practices of US Broker-Dealers). These permitted purposes iclude borrowig securities to complete delivery obligatios, cover short sales, satisfy customer possessio ad cotrol requiremets, or to o-led to other broker-dealers (who must also meet the Regulatio T requiremets); securities may be cosidered hard to borrow ; Leder may sell shares o Loa at ay time; Borrower is ot required to borrow Leder s securities pursuat to this Agreemet ad may borrow equivalet securities from other parties i its sole discretio; Pershig, as the clearig broker, will admiister your obligatios with respect to the Agreemet, such as trasfers of securities, trasfers of Collateral, or ay distributio paymets due hereuder; If a Loa of securities has bee made ad they have ot bee recalled prior to the record date of a vote ivolvig those securities, your vote will be reduced to reflect the total amout of your securities of that issue that have bee let; To the extet that you are etitled to receive distributios, such as divideds, iterest paymets or securities pursuat to a stock split, o ay security subject to a Loa, the Borrower will trasfer cash to you for cash distributios o the date of the distributio ad will hold ay o-cash distributios as part of the Loa util the ed of the Loa. The paymets you receive will be substitute paymets subject to special rules uder the Iteral Reveue Code, ad geerally will ot be afforded treatmet as divideds for tax purposes ad are likely to be subject to a higher tax rate. You should cosult your tax advisor regardig FPLA treatmet of substitute paymets uder state tax laws as well as cosultig regardig the Iteral Reveue Code; PAGE 1 OF 9

2 There is the risk that Pershig will default i some way, for example by becomig isolvet, which could result i Pershig failig to retur borrowed securities to you; IN THE CASE OF INSOLVENCY OF PERSHING, YOU MAY NOT BE ENTITLED TO THE PROTECTIONS OF THE SECURITY INVESTORS PROTECTION ACT MAKING THE COLLATERAL DELIVERED TO YOU THE ONLY SOURCE OF SATISFACTION OF THE BORROWER S OBLIGATIONS WITH RESPECT TO LOANS AND YOUR RECOURSE TO THE COLLATERAL MAY BE LIMITED BY LAW; If you are a o-u.s. citize, you should cosult with your legal advisor to determie if it is legal for you to eter ito a securities ledig arragemet uder the laws of your residet jurisdictio; If you are a o-u.s. citize, you should cosult with your tax advisor to uderstad the tax implicatios of eterig ito a securities ledig arragemet uder the laws of your residet jurisdictio; This Agreemet is a legally bidig agreemet, caot be modified by coduct, ad o failure o the part of Pershig at ay time to eforce its rights uder the Agreemet to the greatest extet permitted shall i ay way be deemed to waive, modify, or relax ay of the rights grated Pershig; ad This Agreemet costitutes the full ad etire uderstadig betwee the parties with respect to a Loa of securities betwee you ad Pershig, ad there are o oral or other agreemets i coflict with this Agreemet, uless you have advised Pershig i writig of such coflict. Ay future modificatio, amedmet, or supplemet to this Agreemet or ay idividual provisio of this Agreemet ca oly be i writig siged by a represetative of Pershig. You should carefully review this Agreemet for the rights ad limitatios goverig your securities ledig relatioship. 2. LOANS OF SECURITIES 2.1 Subject to the terms ad coditios of this Agreemet, Borrower may, from time to time, i its sole discretio, iitiate a trasactio i which Leder will led Securities (defied herei) to Borrower. Borrower shall determie the issuer of the Securities, the amout of Securities to be let, the legth of time of the Loa, ad the type of Collateral to be trasferred by Borrower. Such Loa shall be cofirmed by a schedule ad receipt listig the Loaed Securities provided by Borrower to Leder i accordace with Sectio 3.2. Such cofirmatio (the Cofirmatio ), together with the Agreemet, shall costitute coclusive evidece of the terms of the Loa to which the Cofirmatio relates. I the evet of ay icosistecy betwee the terms of such Cofirmatio ad this Agreemet, this Agreemet shall prevail. 2.2 Notwithstadig ay other provisio i this Agreemet regardig whe a Loa commeces, uless otherwise agreed, a Loa hereuder shall ot occur util the Loaed Securities ad the Collateral therefore have bee trasferred i accordace with Sectio TRANSFER OF LOANED SECURITIES 3.1 Loaed Securities shall be trasferred to Borrower s accout by Clearig Broker hereuder o or before the Cutoff Time o the date chose by Borrower for the commecemet of a Loa. 3.2 The Clearig Broker shall provide Leder with a schedule listig the Loaed Securities. Such schedule shall cosist of a Cofirmatio or other documet provided to Leder by Clearig Broker. Clearig Broker shall also provide Leder with a mothly statemet dated as of the ed of the moth idicatig which, if ay, of Leder s Securities were let ad retured durig the moth or have bee let ad ot retured ad as of the date of the statemet. 3.3 Notwithstadig ay other provisio i this Agreemet, the parties hereto agree that they ited the Loas hereuder to be loas of Securities. 4. COLLATERAL 4.1 Borrower shall, prior to or cocurretly with the trasfer of the Loaed Securities to Borrower, but i o case later tha the Close of Busiess o the day of such trasfer, trasfer to Leder s Accout with Clearig Broker, Collateral with a Market Value or, i the case of bak letters of credit, a stated amout, at least equal to the Applicable Percetage defied i Sectios 4.2 ad 4.3 below 4.2 I the case of U.S. Collateral, the Applicable Percetage shall be 100%; 4.3 I the case of Foreig Collateral, the Applicable Percetage shall be (1) 102% of the the market value of the securities let as valued o a Recogized Securities Exchage or a Automated Tradig System o which the securities are primarily traded if the Foreig Collateral posted is deomiated i the same currecy as the securities let, or (2) 105% of the the market value of the securities let as valued o a Recogized Securities Exchage or a Automated Tradig System o which the securities are primarily traded if the Foreig Collateral posted is deomiated i a differet currecy tha the securities let; 4.4 The Collateral trasferred by Borrower to Leder, as adjusted pursuat to Sectio 9, shall be security for Borrower s obligatios i respect of such Loa ad for ay other obligatios of Borrower to Leder hereuder. Borrower hereby pledges with, assigs to, ad grats Leder a cotiuig first priority security iterest i, ad a lie upo, the Collateral, which shall attach upo the trasfer of the Loaed Securities to Borrower ad which shall cease upo the trasfer of the Loaed Securities by Borrower to Leder. I additio to the rights ad remedies give to Leder hereuder, Leder shall have all the rights ad remedies of a secured party uder the UCC. It is uderstood that Clearig Broker will ivest the Collateral o Leder s behalf ad Leder shall receive a loa fee as set forth i Sectio 5. Clearig Broker shall, durig the term of ay Loa hereuder, segregate Collateral from all securities or other assets i the Accout. Leder may Retrasfer Collateral oly i the evet of a Default by Borrower. 4.5 Except as otherwise provided herei, upo trasfer to Leder s Accout with Clearig Broker of the Loaed Securities o the day a Loa is termiated pursuat to Sectio 6, Leder shall trasfer the Collateral (as adjusted pursuat to Sectio 9) from the Accout to Borrower o later tha the Cutoff Time o such day or, if such day is ot a day o which a trasfer of such Collateral may be effected uder Sectio 15, the ext day o which such a trasfer may be effected. 4.6 If the Loaed Securities are trasferred to Borrower ad Borrower does ot trasfer Collateral to Leder as provided i Sectio 4.1, Leder shall have the absolute right to the retur of the Loaed Securities. 4.7 Borrower may substitute Collateral for Collateral securig ay Loa or Loas; provided, however, that such substituted Collateral shall have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for the Loaed Securities, shall equal or exceed the Applicable Percetage. 5. FEES FOR LOAN 5.1 Borrower ad Clearig Broker agree to pay Leder a loa fee (a Loa Fee ), computed daily o each Loa based o the amout of cash or o- cash collateral held by Leder as Collateral as defied herei. Loa Fees shall accrue from ad icludig the date o which the Loaed Securities are trasferred to Borrower to, but excludig, the date o which such Loaed Securities are retured to Leder. 5.2 The Loa Fee as determied hereuder will be paid to the Leder by way of a credit posted to the Leder s cash accout at the Clearig Broker. 5.3 Uless otherwise agreed, ay Loa Fee payable hereuder shall be payable: (a) i the case of ay Loa of Securities other tha Govermet Securities, upo the earlier of (i) the first te caledar days of the moth followig the caledar moth i which such fee was icurred PAGE 2 OF 9

3 (b) i the case of ay Loa of Govermet Securities, upo the termiatio of such Loa ad at such other times, if ay, as may be customary i accordace with market practice. Notwithstadig the foregoig, all Loa Fees shall be payable by Borrower immediately i the evet of a Default hereuder by Borrower. 6. TERMINATION OF A LOAN/RIGHT TO RECALL 6.1 (a) Either party may termiate a Loa o a termiatio date established by otice give to the other party prior to the Close of Busiess o a Busiess Day. The termiatio date established by a termiatio otice shall be a date o earlier tha the stadard settlemet date that would apply to a purchase or sale of the Loaed Securities (i the case of a otice give by Leder) or the o-cash Collateral securig the Loa (i the case of a otice give by Borrower) etered ito at the time of such otice, which date shall, uless Borrower ad Leder agree to the cotrary, be (i) i the case of Govermet Securities, the ext Busiess Day followig such otice ad (ii) i the case of all other Securities, the third Busiess Day followig such otice. (b) Notwithstadig paragraph (a) ad uless otherwise agreed, Borrower may termiate a Loa o ay Busiess Day by givig otice to Clearig Broker o behalf of Leder ad trasferrig the Loaed Securities to Leder s Accout with Clearig Broker before the Cutoff Time o such Busiess Day if (i) the Collateral for such Loa cosists of cash or Govermet Securities or (ii) Leder is ot permitted, pursuat to Sectio 4.6, to Retrasfer Collateral. 6.2 Uless otherwise agreed, Borrower shall, o or before the Cutoff Time o the termiatio date of a Loa, trasfer the Loaed Securities to Leder ad Leder shall trasfer the Collateral (as adjusted pursuat to Sectio 9) to Borrower i accordace with Sectio RIGHTS IN RESPECT OF LOANED SECURITIES AND COLLATERAL 7.1 Except as set forth i Sectios 8.1 ad 8.2, util Loaed Securities are required to be redelivered to Leder s Accout with Clearig Broker upo termiatio of a Loa, Borrower shall have all of the icidets of owership of the Loaed Securities, icludig the right to trasfer the Loaed Securities to others. Leder hereby waives the right to vote, or to provide ay coset or to take ay similar actio with respect to, the Loaed Securities i the evet that the record date or deadlie for such vote, coset or other actio falls durig the term of the Loa. 7.2 Except as set forth i Sectios 8.3 ad 8.4, if Leder may, pursuat to Sectio 4.4, Retrasfer Collateral, Borrower hereby waives the right to vote, or to provide ay coset or take ay similar actio with respect to, ay such Collateral i the evet that the record date or deadlie for such vote, coset or other actio falls durig the term of a Loa ad such Collateral is ot required to be retured to Borrower pursuat to Sectio 4.6 or Sectio DISTRIBUTIONS 8.1 Leder shall be etitled to receive all Distributios made o or i respect of the Loaed Securities which are ot otherwise received by Leder, to the full extet it would be so etitled if the Loaed Securities had ot bee let to Borrower. 8.2 Ay cash Distributios made o or i respect of the Loaed Securities, which Leder is etitled to receive pursuat to Sectio 8.1, shall be paid by the trasfer of cash to Leder s Accout with Clearig Broker by Borrower, o the date ay such Distributio is paid, i a amout equal to such cash Distributio, so log as Leder is ot i Default at the time of such paymet. No-cash Distributios that Leder is etitled to receive pursuat to Sectio 8.1 shall be added to the Loaed Securities o the date of distributio ad shall be cosidered such for all purposes, except that if the Loa has termiated, Borrower shall forthwith trasfer the same to Leder. 8.3 Borrower shall be etitled to receive all Distributios made o or i respect of o-cash Collateral which are ot otherwise received by Borrower, to the full extet it would be so etitled if the Collateral had ot bee trasferred to Leder. 8.4 Ay cash Distributios made o or i respect of such Collateral, which Borrower is etitled to receive pursuat to Sectio 8.3, shall be paid by the trasfer of cash to Borrower from Leder s Accout to the extet available, o the date ay such Distributio is paid, i a amout equal to such cash Distributio, so log as Borrower is ot i Default at the time of such paymet. No-cash Distributios that Borrower is etitled to receive pursuat to Sectio 8.3 shall be added to the Collateral o the date of distributio ad shall be cosidered such for all purposes, except that if each Loa secured by such Collateral has termiated, it shall be trasferred to Borrower. Ay cash Distributio i excess of cash available i Leder s Accout shall be payable by Leder by the method agreed upo by Borrower ad Leder. 8.5 (a) If (i) Borrower is required to make a paymet (a Borrower Paymet ) with respect to cash Distributios o Loaed Securities uder Sectios 8.1 ad 8.2 ( Securities Distributios ), or (ii) Leder is required to make a paymet (a Leder Paymet ) with respect to cash Distributios o Collateral uder Sectios 8.3 ad 8.4 ( Collateral Distributios ), ad (iii) Borrower or Leder, as the case maybe ( Payor ), shall be required by law to collect ay withholdig or other tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Paymet or Leder Paymet ( Tax ), the Clearig Broker shall (subject to subsectios (b) ad (c) below), adjust such paymets as may be ecessary i order that the et amout of the Borrower Paymet or Leder Paymet received by the Leder or Borrower, as the case may be ( Payee ), after paymet of such Tax equals the et amout of the Securities Distributio or Collateral Distributio that would have bee received if such Securities Distributio or Collateral Distributio had bee paid directly to the Payee. (b) (c) (d) No additioal amouts shall be payable to a Payee uder subsectio (a) above to the extet that Tax would have bee imposed o a Securities Distributio or Collateral Distributio paid directly to the Payee. No additioal amouts shall be payable to a Payee uder subsectio (a) above to the extet that such Payee is etitled to a exemptio from, or reductio i the rate of, Tax o a Borrower Paymet or Leder Paymet subject to the provisio of a certificate or other documetatio, but has failed timely to provide such certificate or other documetatio. Each party hereto shall be deemed to represet that, as of the commecemet of ay Loa hereuder, o Tax would be imposed o ay cash Distributio paid to it with respect to (i) Loaed Securities subject to a Loa i which it is actig as Leder or (ii) Collateral for ay Loa i which it is actig as Borrower, uless such party has give otice to the cotrary to the other party hereto (which otice shall specify the rate at which such Tax would be imposed). Each party agrees to otify the other of ay chage that occurs durig the term of a Loa i the rate of ay Tax that would be imposed o ay such cash Distributios payable to it. 9. MARK TO MARKET 9.1 Borrower shall daily mark to market ay Loa hereuder ad i the evet that at the Close of Tradig o ay Busiess Day the Market Value of the Collateral for ay Loa to Borrower shall be less tha the Applicable Percetage Borrower shall trasfer to Leder additioal Collateral o later tha the Close of Busiess o the ext Busiess Day so that the Market Value of such additioal Collateral, whe added to the Market Value of the other Collateral for such Loa, shall equal the Applicable Percetage. 9.2 Subject to Borrower s obligatios uder Sectio 9.1, if at ay time the Market Value of all Collateral for Loas to Borrower shall be greater tha the Applicable Percetage Clearig Broker shall trasfer to Borrower such amout of the Collateral selected by Borrower so that the Market Value of the Collateral for such Loas, after deductio of such amouts, shall thereupo ot exceed the Applicable Percetage. Borrower shall provide otice of such trasfer to Leder. 9.3 If Borrower shall effect a trasfer as described uder Sectios 9.1 or 9.2, the Borrower shall trasfer Collateral as provided i such Sectio o later tha the Close of Busiess o such day, provided the trasfer may be effected i accordace with Sectio 15. PAGE 3 OF 9

4 10. REPRESENTATIONS The parties to this Agreemet hereby make the followig represetatios ad warraties, which shall cotiue durig the term of ay Loa hereuder: 10.1 Each party hereto represets ad warrats that (a) it has the power to execute ad deliver this Agreemet, to eter ito the Loas cotemplated hereby ad to perform its obligatios hereuder, (b) it has take all ecessary actio to authorize such executio, delivery ad performace, ad (c) this Agreemet costitutes a legal, valid ad bidig obligatio eforceable agaist it i accordace with its terms Each party hereto represets ad warrats that it has ot relied o the other for ay legal, tax or accoutig advice cocerig this Agreemet ad that it has made its ow determiatio as to the tax ad accoutig treatmet of ay Loa ad ay divideds, remueratio or other fuds received hereuder Each party hereto represets ad warrats that it is actig for its ow accout uless it expressly specifies otherwise i writig ad complies with Sectio Borrower represets ad warrats that it has, or will have at the time of trasfer of ay Collateral, the right to grat a first priority security iterest therei subject to the terms ad coditios hereof Borrower represets ad warrats that it (or the perso to whom it releds the Loaed Securities) is borrowig or will borrow Loaed Securities that are Equity Securities for the purpose of makig delivery of such Loaed Securities i the case of short sales, failure to receive securities required to be delivered, or as otherwise permitted pursuat to Regulatio T as i effect from time to time Leder represets ad warrats that it has, or will have at the time of trasfer of ay Loaed Securities, the right to trasfer the Loaed Securities subject to the terms ad coditios hereof Leder ackowledges ad warrats that the Loa Fee that it egotiates with Borrower shall be reasoable. 11. COVENANTS 11.1 Each party agrees to be liable as pricipal with respect to its obligatios hereuder Promptly upo (ad i ay evet withi seve (7) Busiess Days after) demad by Leder, Borrower shall furish Leder with Borrower s most recet publicly-available fiacial statemets ad ay other fiacial statemets mutually agreed upo by Borrower ad Leder. Uless otherwise agreed, if Borrower is subject to the requiremets of Rule 17a-5(c) uder the Exchage Act, it may satisfy the requiremets of this Sectio by furishig Leder with its most recet statemet required to be furished to customers pursuat to such Rule. 12. EVENTS OF DEFAULT All Loas hereuder may, at the optio of the o-defaultig party (which optio shall be deemed to have bee exercised immediately upo the occurrece of a Act of Isolvecy), be termiated immediately upo the occurrece of ay oe or more of the followig evets (idividually, a Default ): 12.1 if ay Loaed Securities shall ot be trasferred to Leder upo termiatio of the Loa as required by Sectio 6; 12.2 if Borrower shall fail to trasfer Collateral as required by Sectio 9; 12.3 if Borrower (a) shall fail to trasfer to Leder amouts i respect of Distributios required to be trasferred by Sectio 8, ad (b) shall ot have cured such failure by the Cutoff Time o the ext day after such Close of Busiess o which a trasfer of cash may be effected i accordace with Sectio 15; 12.4 if a Act of Isolvecy occurs with respect to either party; 12.5 if ay represetatio made by either party i respect of this Agreemet or ay Loa or Loas hereuder shall be icorrect or utrue i ay material respect durig the term of ay Loa hereuder; 12.6 if either party otifies the other of its iability to or its itetio ot to perform its obligatios hereuder or otherwise disaffirms, rejects or repudiates ay of its obligatios hereuder; or 12.7 if either party (a) shall fail to perform ay material obligatio uder this Agreemet ot specifically set forth i clauses 12.1 through 12.6, above, icludig but ot limited to the paymet of fees as required by Sectio 5, ad the paymet of trasfer taxes as required by Sectio 14, (b) shall have bee otified of such failure by the other party prior to the Close of Busiess o ay day, ad (c) shall ot have cured such failure by the Cutoff Time o the ext day after such Close of Busiess o which a trasfer of cash may be effected i accordace with Sectio 15. The o-defaultig party shall (except upo the occurrece of a Act of Isolvecy) give otice as promptly as practicable to the defaultig party of the exercise of its optio to termiate all Loas hereuder pursuat to this Sectio REMEDIES 13.1 Upo the occurrece of a Default uder Sectio 12 etitlig Leder to termiate all Loas hereuder or a termiatio by Leder pursuat to Sectio 6 (provided that the Borrower does ot retur the Loaed Securities i accordace with Sectio 6), Leder shall have the right, i additio to ay other remedies provided herei, (a) to purchase a like amout of Loaed Securities ( Replacemet Securities ) i the pricipal market for such Loaed Securities i a commercially reasoable maer, (b) to sell ay Collateral i the pricipal market for such Collateral i a commercially reasoable maer ad (c) to apply ad set off the Collateral ad ay proceeds thereof (icludig ay amouts draw uder a letter of credit supportig ay Loa) agaist the paymet of the purchase price for such Replacemet Securities ad ay amouts due to Leder uder Sectios 5, 8, 14 ad 16. I the evet that Leder shall exercise such rights, Borrower s obligatio to retur a like amout of the Loaed Securities shall termiate. Leder may similarly apply the Collateral ad ay proceeds thereof to ay other obligatio of Borrower uder this Agreemet, icludig Borrower s obligatios with respect to Distributios paid to Borrower (ad ot forwarded to Leder) i respect of Loaed Securities. I the evet that (i) the purchase price of Replacemet Securities (plus all other amouts, if ay, due to Leder hereuder) exceeds (ii) the amout of the Collateral, Borrower shall be liable to Leder for the amout of such excess together with iterest thereo at a rate equal to (A) i the case of purchases of Foreig Securities, LIBOR, (B) the case of purchases of ay other Securities (or other amouts, if ay, due to Leder hereuder), the Federal Fuds Rate, i each case as such rate fluctuates from day to day, from the date of such purchase util the date of paymet of such excess. As security for Borrower s obligatio to pay such excess, Leder shall have, ad Borrower hereby grats, a security iterest i ay property of Borrower the held by or for Leder ad a right of setoff with respect to such property ad ay other amout payable by Leder to Borrower. The purchase price of Replacemet Securities purchased uder this Sectio 13.1 shall iclude, ad the proceeds of ay sale of Collateral shall be determied after deductio of, broker s fees ad commissios ad all other reasoable costs, fees ad expeses, icludig reasoable attoreys fees icurred by the Leder for legal actio arisig out of default o the loas related to such purchase or sale (as the case may be). I the evet Leder exercises its rights uder this Sectio 13.1, Leder may elect i its sole discretio, i lieu of purchasig all or a portio of the Replacemet Securities or sellig all or a portio of the Collateral, to be deemed to have made, respectively, such purchase of Replacemet Securities or sale of Collateral for a amout equal to the price therefore o the date of such exercise obtaied from a geerally recogized source or the last bid quotatio from such a source at the most recet Close of Tradig. Subject to Sectio 18, upo the satisfactio of all obligatios hereuder, ay remaiig Collateral shall be retured to Borrower Upo the occurrece of a Default uder Sectio 12 etitlig Borrower to termiate all Loas hereuder, Borrower shall have the right, i additio to ay other remedies provided herei, (a) to purchase a like amout of Collateral ( Replacemet Collateral ) i the pricipal market for such Collateral i a PAGE 4 OF 9

5 commercially reasoable maer, (b) to sell a like amout of the Loaed Securities i the pricipal market for such Loaed Securities i a commercially reasoable maer ad (c) to apply ad set off the Loaed Securities ad ay proceeds thereof agaist (i) the paymet of the purchase price for such Replacemet Collateral, (ii) Leder s obligatio to retur ay cash or other Collateral, ad (iii) ay amouts due to Borrower uder Sectios 5, 8 ad 16. I such evet, Borrower may treat the Loaed Securities as its ow ad Leder s obligatio to retur a like amout of the Collateral shall termiate; provided, however, that Leder shall immediately retur ay letters of credit supportig ay Loa upo the exercise or deemed exercise by Borrower of its termiatio rights uder Sectio 12. Borrower may similarly apply the Loaed Securities ad ay proceeds thereof to ay other obligatio of Leder uder this Agreemet, icludig Leder s obligatios with respect to Distributios paid to Leder (ad ot forwarded to Borrower) i respect of Collateral. I the evet that (i) the sales price received from such Loaed Securities is less tha (ii) the purchase price of Replacemet Collateral (plus the amout of ay cash or other Collateral ot replaced by Borrower ad all other amouts, if ay, due to Borrower hereuder), Leder shall be liable to Borrower for the amout of ay such deficiecy, together with iterest o such amouts at a rate equal to (A) i the case of Collateral cosistig of Foreig Securities, LIBOR, (B) i the case of Collateral cosistig of ay other Securities (or other amouts due, if ay, to Borrower hereuder), the Federal Fuds Rate, i each case as such rate fluctuates from day to day, from the date of such sale util the date of paymet of such deficiecy. As security for Leder s obligatio to pay such deficiecy, Borrower shall have, ad Leder hereby grats, a security iterest i ay property of Leder the held by or for Borrower ad a right of setoff with respect to such property ad ay other amout payable by Borrower to Leder. The purchase price of ay Replacemet Collateral purchased uder this Sectio 13.2 shall iclude, ad the proceeds of ay sale of Loaed Securities shall be determied after deductio of, broker s fees ad commissios ad all other reasoable costs, fees ad expeses related to such purchase or sale (as the case may be). I the evet Borrower exercises its rights uder this Sectio 13.2, Borrower may elect i its sole discretio, i lieu of purchasig all or a portio of the Replacemet Collateral or sellig all or a portio of the Loaed Securities, to be deemed to have made, respectively, such purchase of Replacemet Collateral or sale of Loaed Securities for a amout equal to the to the price therefore o the date of such exercise obtaied from a geerally recogized source or the last bid quotatio from such a source at the most recet Close of Tradig. Subject to Sectio 18, upo the satisfactio of all Leders obligatios hereuder, ay remaiig Loaed Securities (or remaiig cash proceeds thereof) shall be retured to Leder Price therefore otwithstadig the foregoig, the Borrower may, i the evet the Borrower fails to retur the Loaed Securities as described above, replace Collateral, other tha U.S. currecy, with a amout of U.S. currecy that is ot less tha the the curret Market Value of the Collateral, provided, i the case of a Pla that such replacemet is approved by the Ledig Fiduciary I additio to its rights hereuder, the o-defaultig party shall have ay rights otherwise available to it uder ay other agreemet or applicable law. 14. TRANSFER TAXES All trasfer taxes with respect to the trasfer of the Loaed Securities by Leder to Borrower ad by Borrower to Leder upo termiatio of the Loa ad with respect to the trasfer of Collateral by Borrower to Leder ad by Leder to Borrower upo termiatio of the Loa or pursuat to Sectio 4 or Sectio 9 shall be paid by Borrower. 15. TRANSFERS 15.1 All trasfers by either Borrower or Leder of Loaed Securities or Collateral cosistig of fiacial assets (withi the meaig of the UCC) hereuder shall be effected by the creditig by the Clearig Broker of such fiacial assets to (i) the Borrower s securities accout (withi the meaig of the UCC) or (ii) the Accout (which is a securities accout withi the meaig of the UCC maitaied with the Clearig Broker i the case of the Leder All trasfers of cash hereuder shall be by (a) creditig of cash balaces to the Accout of Leder or a accout of Borrower o Clearig Broker s books, (b) wire trasfer of immediately available, freely trasferable fuds or (c) such other meas as Borrower ad Leder may agree A trasfer of Securities, cash may be effected uder this Sectio 15 o ay day except (a) a day other tha a Busiess Day or (b) a day o which Pershig or a wire trasfer system is closed, if the facilities of Pershig or wire trasfer system are required to effect such trasfer For the avoidace of doubt, the parties agree ad ackowledge that the term securities, as used herei (except i this Sectio 15), shall iclude ay security etitlemets with respect to such securities (withi the meaig of the UCC). I every trasfer of fiacial assets (withi the meaig of the UCC) hereuder, the trasferor shall take all steps ecessary (a) to effect a delivery to the trasferee uder Sectio of the UCC, or to cause the creatio of a security etitlemet i favor of the trasferee uder Sectio of the UCC, (b) to eable the trasferee to obtai cotrol (withi the meaig of Sectio of the UCC), ad (c) to provide the trasferee with comparable rights uder ay applicable foreig law or regulatio. 16. CONTRACTUAL CURRENCY 16.1 Borrower ad Leder agree that (a) ay paymet i respect of a Distributio uder Sectio 8 shall be made i the currecy i which the uderlyig Distributio of cash was made, (b) ay retur of cash shall be made i the currecy i which the uderlyig trasfer of cash was made, ad (c) ay other paymet of cash i coectio with a Loa uder this Agreemet shall be i the currecy agreed upo by Borrower ad Leder i coectio with such Loa (the currecy established uder clause (a), (b) or (c) hereiafter referred to as the Cotractual Currecy ). Notwithstadig the foregoig, the payee of ay such paymet may, at its optio, accept teder thereof i ay other currecy; provided, however, that, to the extet permitted by applicable law, the obligatio of the payor to make such paymet will be discharged oly to the extet of the amout of Cotractual Currecy that such payee may, cosistet with ormal bakig procedures, purchase with such other currecy (after deductio of ay premium ad costs of exchage) o the bakig day ext succeedig its receipt of such currecy If for ay reaso the amout i the Cotractual Currecy received uder Sectio 16.1, icludig amouts received after coversio of ay recovery uder ay judgmet or order expressed i a currecy other tha the Cotractual Currecy, falls short of the amout i the Cotractual Currecy due i respect of this Agreemet, the party required to make the paymet will (uless a Default has occurred ad such party is the o-defaultig party) as a separate ad idepedet obligatio ad to the extet permitted by applicable law, immediately pay such additioal amout i the Cotractual Currecy as may be ecessary to compesate for the shortfall If for ay reaso the amout i the Cotractual Currecy received uder Sectio 16.1 exceeds the amout i the Cotractual Currecy due i respect of this Agreemet, the the party receivig the paymet will (uless a Default has occurred ad such party is the o-defaultig party) refud promptly the amout of such excess. 17. ERISA If ay of the Securities i the Accout have bee or shall be obtaied, directly or idirectly, from or usig the assets of ay Pla, the Borrower shall coduct the Loa i accordace with the terms ad coditios of Departmet of Labor Prohibited Trasactio Exemptio , or ay successor thereto (uless such Loa will be coducted i reliace o aother exemptio, or without relyig o ay exemptio, from the prohibited trasactio provisios of Sectio 406 of the Employee Retiremet Icome Security Act of 1974, as ameded, ad Sectio 4975 of the Iteral Reveue Code of 1986, as ameded). Without limitig the foregoig ad otwithstadig ay other provisio of this Agreemet, if the Loa will be coducted i accordace with Prohibited Trasactio Exemptio , the: 17.1 Borrower represets ad warrats to Leder that it is a broker-dealer registered uder the Exchage Act Borrower represets ad warrats that, durig the term of ay Loa hereuder, either Borrower or ay affiliate of Borrower has ay discretioary authority or cotrol with respect to the ivestmet of the assets of the Pla ivolved i the Loa or reders ivestmet advice (withi the meaig of 29 C.F.R. Sectio (c)) with respect to the assets of the Pla ivolved i the Loa. Leder agrees that, prior to or at the commecemet of the Agreemet or the additio of securities subject to a Pla to the Accout, it will commuicate to Borrower iformatio regardig the Pla sufficiet to idetify to Borrower ay perso or persos that have discretioary authority or cotrol with respect to the ivestmet of the assets of the Pla ivolved i the Loa or that reder ivestmet advice (as defied i the precedig setece) with respect to the assets of the Pla ivolved i the Loa. I the evet PAGE 5 OF 9

6 Leder fails to commuicate ad keep curret durig the term of ay Loa such iformatio, Leder rather tha Borrower shall be deemed to have made the represetatio ad warraty i the first setece of this Sectio Borrower shall mark to market daily each Loa hereuder pursuat to Sectio Borrower ad Leder agree that: (a) (b) (c) the term Collateral shall have the meaig assiged i Sectio of this Agreemet; prior to the makig of ay Loas hereuder, Borrower shall provide Ledig Fiduciary with (i) the most recet available audited statemet of Borrower s fiacial coditio ad (ii) the most recet available uaudited statemet of Borrower s fiacial coditio (if more recet tha the most recet audited statemet), ad each Loa made hereuder shall be deemed a represetatio by Borrower that there has bee o material adverse chage i Borrower s fiacial coditio subsequet to the date of the latest fiacial statemets or iformatio furished i accordace herewith; ad the Loa may be termiated by Leder at ay time, whereupo Borrower shall deliver the Loaed Securities to Leder withi the lesser of (i) the customary delivery period for such Loaed Securities, (ii) five Busiess Days, or (iii) the time egotiated for such delivery betwee Borrower ad Leder; provided, however, that Borrower ad Leder may agree to a loger period oly if permitted by Prohibited Trasactio Exemptio SINGLE AGREEMENT Borrower ad Leder ackowledge that, ad have etered ito this Agreemet i reliace o the fact that, all Loas hereuder costitute a sigle busiess ad cotractual relatioship ad have bee etered ito i cosideratio of each other. Accordigly, Borrower ad Leder hereby agree that paymets, deliveries ad other trasfers made by either of them i respect of ay Loa shall be deemed to have bee made i cosideratio of paymets, deliveries ad other trasfers i respect of ay other Loa hereuder, ad the obligatios to make ay such paymets, deliveries ad other trasfers may be applied agaist each other ad etted. I additio, Borrower ad Leder ackowledge that, ad have etered ito this Agreemet i reliace o the fact that, all Loas hereuder have bee etered ito i cosideratio of each other. Accordigly, Borrower ad Leder hereby agree that (a) each shall perform all of its obligatios i respect of each Loa hereuder, ad that a default i the performace of ay such obligatio by Borrower or by Leder (the Defaultig Party ) i ay Loa hereuder shall costitute a default by the Defaultig Party uder all such Loas hereuder, ad (b) the o-defaultig party shall be etitled to set off claims ad apply property held by it i respect of ay Loa hereuder agaist obligatios owig to it i respect of ay other Loa with the Defaultig Party. 19. APPLICABLE LAW THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF. 20. WAIVER The failure of a party to this Agreemet to isist upo strict adherece to ay term of this Agreemet o ay occasio shall ot be cosidered a waiver or deprive that party of the right thereafter to isist upo strict adherece to that term or ay other term of this Agreemet. All waivers i respect of a Default must be i writig. 21. SURVIVIAL OF REMEDIES All remedies hereuder ad all obligatios with respect to ay Loa shall survive the termiatio of the relevat Loa, retur of Loaed Securities or Collateral ad termiatio of this Agreemet. 22. NOTICES AND OTHER COMMUNICATIONS Ay ad all otices, statemets, demads or other commuicatios hereuder may be give by a party to the other by telephoe, mail, facsimile, , electroic message, telegraph, messeger or otherwise to the idividuals ad at the facsimile umbers ad addresses specified with respect to it i Schedule A hereto, or set to such party at ay other place specified i a otice of chage of umber or address hereafter received by the other party. Ay otice, statemet, demad or other commuicatio hereuder will be deemed effective o the day ad at the time o which it is received or, if ot received, o the day ad at the time o which its delivery was i good faith attempted; provided, however, that ay otice by a party to the other party by telephoe shall be deemed effective oly if (a) such otice is followed by writte cofirmatio thereof ad (b) at least oe of the other meas of providig otice that are specifically listed above has previously bee attempted i good faith by the otifyig party. 23. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL 23.1 EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY SUCH COURT, SOLELY FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT TO ENFORCE ITS OBLIGATIONS HEREUNDER OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY LOAN HEREUNDER AND (B) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND ANY RIGHT OF JURISDICTION ON ACCOUNT OF ITS PLACE OF RESIDENCE OR DOMICILE EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 24. MISCELLANEOUS 24.1 Except as otherwise agreed by the parties, this Agreemet supersedes ay other agreemet betwee the parties hereto cocerig loas of Securities betwee Borrower ad Leder. This Agreemet shall ot be assiged by either party without the prior writte coset of the other party ad ay attempted assigmet without such coset shall be ull ad void. Subject to the foregoig, this Agreemet shall be bidig upo ad shall iure to the beefit of Borrower ad Leder ad their respective heirs, represetatives, successors ad assigs. This Agreemet may be termiated by either party upo otice to the other, subject oly to fulfillmet of ay obligatios the outstadig. This Agreemet shall ot be modified, except by a istrumet i writig siged by the party agaist whom eforcemet is sought. The parties hereto ackowledge ad agree that, i coectio with this Agreemet ad each Loa hereuder, time is of the essece. Each provisio ad agreemet herei shall be treated as separate ad idepedet from ay other provisio herei ad shall be eforceable otwithstadig the ueforceability of ay such other provisio or agreemet. 25. DEFINITIONS For the purposes hereof: 25.1 Accout shall mea the accouts of the Leder as desigated i Schedule A, as may be ameded from time to time Act of Isolvecy shall mea, with respect to ay party, (a) the commecemet by such party as debtor of ay case or proceedig uder ay bakruptcy, isolvecy, reorgaizatio, liquidatio, moratorium, dissolutio, deliquecy or similar law, or such party s seekig the appoitmet or electio of a PAGE 6 OF 9

7 receiver, coservator, trustee, custodia or similar official for such party or ay substatial part of its property, or the coveig of ay meetig of creditors for purposes of commecig ay such case or proceedig or seekig such a appoitmet or electio, (b) the commecemet of ay such case or proceedig agaist such party, or aother seekig such a appoitmet or electio, or the filig agaist a party of a applicatio for a protective decree uder the provisios of the Securities Ivestor Protectio Act of 1970, which (i) is coseted to or ot timely cotested by such party, (ii) results i the etry of a order for relief, such a appoitmet or electio, the issuace of such a protective decree or the etry of a order havig a similar effect, or (iii) is ot dismissed withi 15 days, (c) the makig by such party of a geeral assigmet for the beefit of creditors, or (d) the admissio i writig by such party of such party s iability to pay such party s debts as they become due The term affiliate shall have the meaig assiged i sectio V(g) of PTE Automated Tradig System meas a electroic tradig system that fuctios i a maer iteded to simulate a securities exchage by electroically matchig orders o a agecy basis from multiple buyers ad sellers such as a alterative tradig system withi the meaig of SEC s Reg. ATS 17 CFR part as such defiitio may be ameded from time to time, or a automated quotatio system as described i sectio 3(a)(51)(A)(ii) of the Securities ad Exchage Act of U.S.C. 78c(a)(51)(A)(ii) Bakruptcy Code shall have the meaig assiged i Sectio Borrower shall have the meaig assiged i Sectio Borrower Paymet shall have the meaig assiged i Sectio 8.5(a) Broker-Dealer shall mea ay perso that is a broker (icludig a muicipal securities broker), dealer, muicipal securities dealer, govermet securities broker or govermet securities dealer as defied i the Exchage Act, regardless of whether the activities of such perso are coducted i the Uited States or otherwise require such perso to register with the U.S. Securities ad Exchage Commissio or other regulatory body Busiess Day shall mea, with respect to ay Loa hereuder, a day o which regular tradig occurs i the pricipal market for the Loaed Securities subject to such Loa, provided, however, that for purposes of determiig the Market Value of ay Securities hereuder, such term shall mea a day o which regular tradig occurs i the pricipal market for the Securities whose value is beig determied. Notwithstadig the foregoig, (a) for purposes of Sectio 9, Busiess Day shall mea ay day o which regular tradig occurs i the pricipal market for ay Loaed Securities or for ay Collateral cosistig of Securities uder ay outstadig Loa hereuder ad ext Busiess Day shall mea the ext day o which a trasfer of Collateral may be effected i accordace with Sectio 15, ad (b) i o evet shall a Saturday or Suday be cosidered a Busiess Day Cash Collateral Fee shall mea the amout of cash collateral fee set forth o the cofirmatio for ay securities loa Close of Busiess shall be determied i accordace with market practice Close of Tradig shall mea, with respect to ay Security, the ed of the primary tradig sessio established by the pricipal market for such Security o a Busiess Day, uless otherwise agreed by the parties Collateral shall mea, whether ow owed or hereafter acquired ad to the extet permitted by applicable law, (a) ay property which is trasferred to Leder pursuat to Sectios 4 or 9 (icludig as collateral, for defiitioal purposes, ay letters of credit), (b) ay property substituted therefore pursuat to Sectio 4.7, (c) all accouts i which such property is deposited ad all securities ad the like i which ay cash collateral is ivested or reivested, ad (d) ay proceeds of ay of the foregoig; provided, further, that Collateral shall costitute either U.S. Collateral or Foreig Collateral as defied i this Agreemet. If ay ew or differet Security shall be exchaged for ay Collateral by recapitalizatio, merger, cosolidatio or other corporate actio, such ew or differet Security shall, effective upo such exchage, be deemed to become Collateral i substitutio for the former Collateral for which such exchage is made. For purposes of retur of Collateral by Leder or purchase or sale of Securities pursuat to Sectio 13, such term shall iclude Securities of the same issuer, class ad quatity as the Collateral iitially trasferred by Borrower to Leder, as adjusted pursuat to the precedig setece Collateral Distributios shall have the meaig assiged i Sectio 8.5(a) Cofirmatio shall have the meaig assiged i Sectio Cotractual Currecy shall have the meaig assiged i Sectio Cutoff Time shall mea a time o a Busiess Day by which a trasfer of cash, securities or other property must be made by Borrower or Leder to the other, as shall be determied i accordace with market practice Default shall have the meaig assiged i Sectio Defaultig Party shall have the meaig assiged i Sectio Distributio shall mea, with respect to ay Security at ay time, ay distributio made o or i respect of such Security, icludig, but ot limited to: (a) cash ad all other property, (b) stock divideds, (c) Securities received as a result of split ups of such Security ad distributios i respect thereof, (d) iterest paymets, (e) all rights to purchase additioal Securities, ad (f) ay cash or other cosideratio paid or provided by the issuer of such Security i exchage for ay vote, coset or the takig of ay similar actio i respect of such Security (regardless of whether the record date for such vote, coset or other actio falls durig the term of the Loa). I the evet that the holder of a Security is etitled to elect the type of distributio to be received from two or more alteratives, such electio shall be made by Leder, i the case of a Distributio i respect of the Loaed Securities, ad by Borrower, i the case of a Distributio i respect of Collateral Equity Security shall mea ay security (as defied i the Exchage Act) other tha a o-equity security, as defied i Regulatio T Exchage Act shall mea the Securities Exchage Act of 1934, as ameded Extesio Deadlie shall mea, with respect to a letter of credit, the Cutoff Time o the Busiess Day precedig the day o which the letter of credit expires FDIA shall have the meaig assiged i Sectio FDICIA shall have the meaig assiged i Sectio Federal Fuds Rate shall mea the rate of iterest (expressed as a aual rate), as published i Federal Reserve Statistical Release H.15(519) or ay publicatio substituted therefore, charged for federal fuds (dollars i immediately available fuds borrowed by baks o a overight usecured basis) o that day or, if that day is ot a bakig day i New York City, o the ext precedig bakig day Foreig Collateral shall mea, (1) Securities issued by or guarateed as to pricipal ad iterest by the followig Multilateral Developmet Baks the obligatios of which are backed by the participatig coutries, icludig the Uited States: The Iteratioal Bak for Recostructio ad Developmet, the Iter-America Developmet Bak, the Asia Developmet Bak, the Africa Developmet Bak, the Europea Bak for Recostructio ad Developmet ad the Iteratioal Fiace Corporatio; (2) foreig sovereig debt securities provided that at least oe atioally recogized statistical ratig orgaizatio has rated i oe of its two highest categories either the issue, the issuer or guarator; (3) the British poud, the Caadia dollar, the Swiss frac, the Japaese ye or the Euro; (4) irrevocable letters of credit issued by a Foreig Bak, other tha the Borrower or a affiliate thereof, which has a couterparty ratig of ivestmet grade or better as determied by a atioally recogized statistical ratig orgaizatio; or (5) ay type of collateral described i Rule 15c3-3 of the Exchage Act as ameded from time to time. PAGE 7 OF 9

8 25.28 Foreig Securities shall mea, uless otherwise agreed, Securities that are pricipally cleared ad settled outside the Uited States Govermet Securities shall mea govermet securities as defied i Sectio 3(a)(42)(A)-(C) of the Exchage Act Leder shall have the meaig assiged i Sectio Leder Paymet shall have the meaig assiged i Sectio 8.5(a) LIBOR shall mea for ay date, the offered rate for deposits i U.S. dollars for a period of three moths which appears o the Reuters Scree LIBOR page as of 11:00 a.m., GMT, o such date (or, if at least two such rates appear, the arithmetic mea of such rates) Loa shall have the meaig assiged i Sectio The Loa Fee shall be sevety percet (70%) of the et iterest spread betwee the cash collateral ivestmet retur received by the Clearig Broker ad the Securities Ledig rebate rate, to or from, the Borrower Loaed Security shall mea ay Security trasferred i a Loa hereuder util such Security (or a idetical Security) is trasferred back to Leder hereuder, except that, if ay ew or differet Security shall be exchaged for ay Loaed Security by recapitalizatio, merger, cosolidatio or other corporate actio, such ew or differet Security shall, effective upo such exchage, be deemed to become a Loaed Security i substitutio for the former Loaed Security for which such exchage is made. For purposes of retur of Loaed Securities by Borrower or purchase or sale of Securities pursuat to Sectio 13, such term shall iclude Securities of the same issuer, class ad quatity as the Loaed Securities, as adjusted pursuat to the precedig setece Margi Deficit shall have the meaig assiged i Sectio Margi Excess shall have the meaig assiged i Sectio Market Value shall have the meaig set forth i Aex I or otherwise agreed to by Borrower ad Leder i writig. Notwithstadig the previous setece, i the evet that the meaig of Market Value has ot bee set forth i Aex I or i ay other writig, as described i the previous setece, Market Value shall be determied i accordace with market practice for the Securities, based o the price for such Securities as of the most recet Close of Tradig obtaied from a geerally recogized source agreed to by the parties or the closig bid quotatio at the most recet Close of Tradig obtaied from such source, plus accrued iterest to the extet ot icluded therei (other tha ay iterest credited or trasferred to, or applied to the obligatios of, the other party pursuat to Sectio 8, uless market practice with respect to the valuatio of such Securities i coectio with securities loas is; to the cotrary). If the relevat quotatio did ot exist at such Close of Tradig, the the Market Value shall be the relevat quotatio o the ext precedig Close of Tradig at which there was such a quotatio. The determiatios of Market Value provided for i Aex I or i ay other writig described i the first seteces of this Sectio or, if applicable, i the precedig setece shall apply for all purposes uder this Agreemet, except for purposes of Sectio Payee shall have the meaig assiged i Sectio 8.5(a) Payor shall have the meaig assiged i Sectio 8.5(a) Pla shall mea: (a) ay employee beefit pla as defied i Sectio 3(3) of the Employee Retiremet Icome Security Act of 1974 which is subject to Part 4 of Subtitle B of Title I of such Act; (b) ay pla as defied i Sectio 4975(e)(1) of the Iteral Reveue Code of 1986; or (c) ay etity the assets of which are deemed to be assets of ay such employee beefit pla or pla by reaso of Sectio 3(42) of ERISA 25.4 Recogized Securities Exchage meas a U.S. securities exchage that is registered as a atioal securities exchage uder sectio 6 of the Exchage Act of U.S.C. 78f or a desigated offshore securities market as defied i Regulatio S of the Securities Act of CFR part (B), as such defiitio may be ameded from time to time, which performs with respect to securities, the fuctios commoly performed by a stock exchage withi the meaig of the defiitios uder the applicable securities laws (e.g., 17 CFR part 240.3b-16) Regulatio T shall mea Regulatio T of the Board of Goverors of the Federal Reserve System, as i effect from time to time Retrasfer shall mea, with respect to ay Collateral, to pledge, repledge, hypothecate, rehypothecate, led, reled, sell or otherwise trasfer such Collateral i ay ame other tha Borrower s Securities shall mea securities or, if agreed by the parties i writig, other assets Securities Distributios shall have the meaig assiged i Sectio 8.5(a) Tax shall have the meaig assiged i Sectio 8.5(a) UCC shall mea the New York Uiform Commercial Code U.S. Collateral shall mea (1) U.S. currecy; (2) govermet securities as defied i sectio 3(a)(42)(A) ad (B) of the Exchage Act; (3) govermet securities as defied i sectio 3(a)(42)(C) of the Exchage Act issued or guarateed as to pricipal or iterest by the followig corporatios: The Federal Home Loa Mortgage Corporatio, the Federal Natioal Mortgage Associatio, the Studet Loa Marketig Associatio ad the Fiacig Corporatio; (4) mortgage-backed securities meetig the defiitio of a mortgage related security set forth i sectio 3(a)(41) of the Exchage Act; (5) egotiable certificates of deposit ad bakers acceptaces issued by a bak as that term is defied i sectio 3(a)(6) of the Exchage Act, ad which are payable i the Uited States ad deemed to have a ready market as that term is defied i 17 CFR c3-1; or; (6) irrevocable letters of credit issued by a U.S. Bak other tha the Borrower or a affiliate thereof, or ay combiatio, thereof. 26. INTENT 26.1 The parties recogize that each Loa hereuder is a securities cotract, as such term is defied i Sectio 741 of Title 11 of the Uited States Code (the Bakruptcy Code ) ad Sectio 78eee of Title 15 of the Uited States Code (the Securities Ivestors Protectio Act ), as ameded (except isofar as the type of assets subject to the Loa would reder such defiitio iapplicable) It is uderstood that each ad every trasfer of fuds, securities ad other property uder this Agreemet ad each Loa hereuder is a settlemet paymet or a margi paymet, as such terms are used i Sectios 362(b)(6) ad 546(e) of the Bakruptcy Code It is uderstood that the rights give to Borrower ad Leder hereuder upo a Default by the other costitute the right to cause the liquidatio of a securities cotract ad the right to set off mutual debts ad claims i coectio with a securities cotract, as such terms are used i Sectios 555 ad 362(b)(6) of the Bakruptcy Code ad Sectio 78eee of the Securities Ivestors Protectio Act The parties agree ad ackowledge that if a party hereto is a isured depository istitutio, as such term is defied i the Federal Deposit Isurace Act, as ameded ( FDIA ), the each Loa hereuder is a securities cotract ad qualified fiacial cotract, as such terms are defied i the FDIA ad ay rules, orders or policy statemets thereuder (except isofar as the type of assets subject to the Loa would reder such defiitios iapplicable) It is uderstood that this Agreemet costitutes a ettig cotract as defied i ad subject to Title IV of the Federal Deposit Isurace Corporatio Improvemet Act of 1991 ( FDICIA ) ad each paymet obligatio uder ay Loa hereuder shall costitute a covered cotractual paymet PAGE 8 OF 9

9 etitlemet or covered cotractual paymet obligatio, respectively, as defied i ad subject to FDICIA (except isofar as oe or both of the parties is ot a fiacial istitutio as that term is defied i FDICIA) Except to the extet required by applicable law or regulatio or as otherwise agreed, Borrower ad Leder agree that Loas hereuder shall i o evet be exchage cotracts for purposes of the rules of ay securities exchage ad that Loas hereuder shall ot be govered by the buy-i or similar rules of ay such exchage, registered atioal securities associatio or other self-regulatory orgaizatio. 27. DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. 28. MARKET VALUE Uless otherwise agreed by Borrower ad Leder: 1. If the pricipal market for the Securities to be valued is a atioal securities exchage i the Uited States, their Market Value shall be determied by their last sale price o such exchage at the most recet Close of Tradig or, if there was o sale o the Busiess Day of the most recet Close of Tradig, by the last sale price at the Close of Tradig o the ext precedig Busiess Day o which there was a sale o such exchage, all as quoted o the Cosolidated Tape or, if ot quoted o the Cosolidated Tape, the as quoted by such exchage. 2. If the pricipal market for the Securities to be valued is the over-the-couter market, ad the Securities are quoted o The Nasdaq Stock Market ( Nasdaq ), their Market Value shall be the last sale price o Nasdaq at the most recet Close of Tradig or, if the Securities are issues for which last sale prices are ot quoted o Nasdaq, the last bid price at such Close of Tradig. If the relevat quotatio did ot exist at such Close of Tradig, the the Market Value shall be the relevat quotatio o the ext precedig Close of Tradig at which there was such a quotatio. 3. Except as provided i Sectio 4 of this sectio, if the pricipal market for the Securities to be valued is the over-the-couter market, ad the Securities are ot quoted o Nasdaq, their Market Value shall be determied i accordace with market practice for such Securities, based o the price for such Securities as of the most recet Close of Tradig obtaied from a geerally recogized source agreed to by the parties or the closig bid quotatio at the most recet Close of Tradig obtaied from such a source. If the relevat quotatio did ot exist at such Close of Tradig, the the Market Value shall be the relevat quotatio o the ext precedig Close of Tradig at which there was such a quotatio. 4. If the Securities to be valued are Foreig Securities, their Market Value shall be determied as of the most recet Close of Tradig i accordace with market practice i the pricipal market for such Securities. 5. The Market Value of a letter of credit shall be the udraw amout thereof. 6. All determiatios of Market Value uder Sectios 1 through 4 of this sectio shall iclude, where applicable, accrued iterest to the extet ot already icluded therei (other tha ay iterest credited or trasferred to, or applied to the obligatios of, the other party pursuat to Sectio 8 of the Agreemet), uless market practice with respect to the valuatio of such Securities i coectio with securities loas is to the cotrary. PERSHING LLC, as Borrower ad as Clearig Broker ad Securities Itermediary Names ad Addresses for Commuicatios Pershig LLC Oe Pershig Plaza Jersey City, NJ BY: IRVING J. KLUBECK, MANAGING DIRECTOR Att: Securities Ledig Phoe: (201) Fax: (201) [email protected] Pershig LLC, a subsidiary of The Bak of New York Mello Corporatio. Member FINRA, NYSE, SIPC. Trademark(s) belog to their respective owers. PAGE 9 OF 9