CRROSS-GUAR
RANTEE AG
GREEMENT
Inn considerattion of Chicaago Mercantile Exchangge Inc. (“CMME”), Boardd of Trade ofo theandCity of Chicago, Inc. (“CBOTT”), New YorkYMercanntile Excha
ange, Inc. (“NYMEX”),(Commoddity Exchan
nge Inc. (“CCOMEX”) (collectively, “Exchangees”), acceptting/retaining
g asClearing Members ____________________________________________________________________
and _________________________________________________________________________ (each(hereinaftter referredd to individ
dually as a “Guaranteeing Memmber” and collectivelyy as“Guarantteeing Membbers”), whichh share com
mmon ownerrship, contro
ol or profits asa set forth in theExchanges’ Rule 901
1.G., each Guaranteeing
Gg Member hereby:
1.

Uncon
nditionally guarantees anda
promisees payment of any and all indebted
dnessor oth
her obligation
ns which thee other Guarranteeing Member may now or hereeafterowe to the Excha
anges. Thee Exchangess will attemp
pt to notify the Guarante
eeingMembber by teleph
hone of any default by thet other Gu
uaranteeing Member and willtherea
after confirm
m such notice in writing;w
howwever, the liability off the
Guaraanteeing Me
ember to the Exchangess for such deefault pursua
ant to this CrossC
Guaraantee Agree
ement shall become duue and paya
able immediiately upon suchdefault;

2.

Agree
es that suchh Guarantee
eing Membe
er’s liability hereunderhmmaybe enfo
orcedwithou
ut notice tot it and without firsst proceediing againstt the defau
ultingGuara
anteeing Me
ember or ressorting to any collateral, security or other guara
antorsor obligors, if any, or pursuing any oth
her remedy. Any collatteral, securiity or
obligaations of anyy other gua
arantors or obligors,
oif any,a
may bee sold, relea
ased,surrenndered, excchanged, settled,scom
mpromised, waived, subordinatedsd ormodified, in eachh case withoout consideration and on any termss and condittions,
withouut notice to or further assent fromm either Gu
uaranteeing Member. Each
Guaraanteeing Me
ember’s lia
ability is se
everal and independen
nt of any otherguara
antees in effe
ect with resppect to any partp of the abbove obligattions and ma
ay be
enforcced regardle
ess of the exxistence of any other guaarantees;

3.

Agree
es that nottwithstanding
g any otheer provisionn in this Cross-GuaraC
antee
Agreeement, this guarantee
gs
shallcontinu
ue in effect or shall be reinstated iff anytime, payment or other perforrmance, or anya part theereof, by eith
her Guarante
eeing
ber to the Exchanges with respect to any ofo the abovve obligation
ns isMemb
rescinnded, or musst otherwise be repaid byb the Excha
anges as ressult of bankru
uptcy
or reoorganization of either Gu
uaranteeing Member;
M

4.

Agree
es that no payment
por otheroperformance by eithereGuaraanteeing Member
shall entitle it, byy subrogatioon or otherw
wise, to any right again
nst the defau
ultinganteeing Meember, inclu
uding any pa
ayment by thetdefaultin
ng Guaranteeeing
GuaraMembber or out off property off the defaultting Guaranteeing Mem
mber, except after
the fuull performan
nce, paymen
nt and dischharge of all ofo the above
e obligationss. AllDecemberr 2008

remedies, rights, powers and privileges granted to the Exchanges pursuant tothis Cross-Guarantee Agreement are cumulative and not alternative. The
exercise of any or all such rights by the Exchanges shall not reduce, limit, impair,discharge, terminate or otherwise affect the liability of either Guaranteeing
Member. No failure or delay by the Exchanges in exercising any remedy, right,power or privilege pursuant to this Cross Guarantee Agreement shall operate as
waiver thereof and any such remedy, right, power or privilege may be exercisedby the Exchanges at any time. No partial exercise of any such rights shallpreclude further exercise or the exercise of any other remedy, right, power orprivilege by the Exchanges;
5.

Agrees that no modification of this Cross-Guarantee Agreement or waiver of any
portion hereof shall be valid unless in writing and signed by the Exchanges andthen only to the extent specifically set forth in such writing. No notice or demandby the Exchanges upon either Guaranteeing Member or any other guarantor of
the above obligations shall preclude the Exchanges from taking further action
without notice or demand;

6.

Agrees that this Cross-Guarantee Agreement is binding upon its respective heirs,
personal representatives, successors and assigns, and shall inure to the benefitof and be enforceable by the Exchanges and its transferees, successors andassigns. Each Guaranteeing Member hereby waives notice of any suchassignment by the Exchanges;

7.

Agrees that this Cross-Guarantee Agreement and all rights, obligations andliabilities arising hereunder shall be governed by the laws of the State of Illinois
in all respects, including but not limited to matters of construction, validity andperformance;

8.

Agrees that any action or litigation of any kind whatsoever initiated by theGuaranteeing Members or the Exchanges in connection with this CrossGuarantee Agreement, shall be adjudicated in a court of competent jurisdiction
located in Chicago, Illinois. The Guaranteeing Members and the Exchanges
hereby consent to the jurisdiction of such courts and to service of process by anymeans authorized by Illinois or Federal law and hereby waive the right to transfer
the venue of any such litigation or action; and9.

Agrees that if (1) one of the Guaranteeing Members ceases to be a clearing
member of the Exchanges or (2) the Guaranteeing Members provide theExchanges with written notice that they no longer share common ownership,
control or profits as set forth in Rule 901.G., this Cross-Guarantee Agreement
shall remain in effect until the Clearing House Risk Committee of the CME
Clearing House determines that any and all indebtedness and other obligations
owing to the Exchanges from each Guaranteeing Member have been satisfied infull.

___________________________________(Guaranteeing Member)(Guaranteeing Member)

By: ___________________________________

By:(Signature of General Partner or Authorized Officer)(Signature of General Partner or Authorized Officer)

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December 2008

______________________________________(Printed Name / Title)(Printed Name / Title)______________________________________(Date)(Date)

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December 2008