----

|                            |                    |                                                           |
|----------------------------|-------------------------|----------------------------------------------------------------|
|                       |                    |                                                           |
|                       |  UBS      Bank USA |
|                       |                    | Variable Credit Line      Account Number: (if      applicable) |
|                       |                    |  5V                                                       |   |   |   |   |   |
|                       |                    | Fixed Credit Line      Account Number: (if      applicable)    |
|                       |                    |  5F                                                       |   |   |   |   |   |
|                       |                    |   SS#      / TIN                                     |   |
| Credit      Line Agreement |                    |                                                           | Internal      UseOnly |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| A      | The      Borrower has received and read a copy of this Borrower Agreement, the      attached Credit Line Account Application and Agreement (including the      Credit Line Agreement following this Borrower Agreement) and the Loan      Disclosure Statement explaining the risk factors that the Borrower should      consider before obtaining a loan secured by the Borrower’s securities      account. The Borrower agrees to be bound by the terms and conditions      contained in the Credit Line Account Application and Agreement (including      the Credit Line Agreement following this Borrower Agreement) (which terms      and conditions are incorporated by reference). Capitalized terms used in      this Borrower Agreement have the meanings set forth in the Credit Line      Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| B      | THE      BORROWER UNDERSTANDS AND AGREES THAT UBS BANK USA MAY DEMAND FULL OR      PARTIAL PAYMENT OF THE CREDIT LINE OBLIGATIONS, AT ITS SOLE OPTION AND      WITHOUT CAUSE, AT ANY TIME, AND THAT NEITHER FIXED RATE ADVANCES NOR      VARIABLE RATE ADVANCES ARE EXTENDED FOR ANY SPECIFIC TERM OR DURATION. THE      BORROWER UNDERSTANDS AND AGREES THAT ALL ADVANCES ARE SUBJECT TO      COLLATERAL MAINTENANCE REQUIREMENTS. THE BORROWER UNDERSTANDS THAT UBS      BANK USA MAY, AT ANY TIME, IN ITS DISCRETION, TERMINATE AND CANCEL THE      CREDIT LINE REGARDLESS OF WHETHER OR NOT AN EVENT HAS      OCCURRED.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| C      | UNLESS      DISCLOSED IN WRITING TO UBS BANK USA AT THE TIME OF THIS AGREEMENT, AND      APPROVED BY UBS BANK USA, THE BORROWER AGREES NOT TO USE THE PROCEEDS OF      ANY ADVANCE EITHER TO PURCHASE, CARRY OR TRADE IN SECURITIES OR TO REPAY      ANY DEBT (I) USED TO PURCHASE, CARRY OR TRADE IN SECURITIES OR (II) TO ANY      AFFILIATE OF UBS BANK USA. THE BORROWER WILL BE DEEMED TO REPEAT THIS      AGREEMENT EACH TIME THE BORROWER REQUESTS AN ADVANCE.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| D      | THE      BORROWER UNDERSTANDS THAT BORROWING USING SECURITIES AS COLLATERAL ENTAILS      RISKS. SHOULD THE VALUE OF THE SECURITIES IN THE COLLATERAL ACCOUNT      DECLINE BELOW THE REQUIRED COLLATERAL MAINTENANCE REQUIREMENTS, UBS BANK      USA MAY REQUIRE THAT THE BORROWER POST ADDITIONAL COLLATERAL, REPAY PART      OR ALL OF THE BORROWER’S LOAN AND/OR SELL THE BORROWER’S SECURITIES. ANY      REQUIRED LIQUIDATIONS MAY INTERRUPT THE BORROWER’S LONG-TERM INVESTMENT      STRATEGIES AND MAY RESULT IN ADVERSE TAX CONSEQUENCES.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| E      | Neither      UBS Bank USA nor UBS Financial Services Inc. provides legal or tax advice      and nothing herein shall be construed as providing legal or tax      advice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| F      | Upon      execution of this Credit Line Account Application and Agreement, the      Borrower declares that all of the information requested in the Application      and supplied by the Borrower is true and accurate and further agrees to      promptly notify UBS Bank USA in writing of any material changes to any or      all of the information contained in the Application including information      relating to the Borrower’s financial situation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| G      | Subject      to any applicable financial privacy laws and regulations, data regarding      the Borrower and the Borrower’s securities accounts may be shared with UBS      Bank USA affiliates. Subject to any applicable financial privacy laws and      regulations, the Borrower requests that UBS Bank USA share such personal      financial data with non-affiliates of UBS Bank USA as is necessary or      advisable to effect, administer or enforce, or to service, process or      maintain, all transactions and accounts contemplated by this      Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| H      | The      Borrower authorizes UBS Bank USA and UBS Financial Services Inc. to obtain      a credit report or other credit references concerning the Borrower      (including making verbal or written inquiries concerning credit history)      or to otherwise verify or update credit information given to UBS Bank USA      at any time. The Borrower authorizes the release of this credit report or      other credit information to UBS Bank USA affiliates as it deems necessary      or advisable to effect, administer or enforce, or to service, process or      maintain all transactions and accounts contemplated by this Agreement, and      for the purpose of offering additional products, from time to time, to the      Borrower. The Borrower authorizes UBS Bank USA to exchange Borrower      information with any party it reasonably believes is conducting a      legitimate credit inquiry in accordance with the Fair Credit Reporting      Act. UBS Bank USA may also share credit or other transactional experience      with the Borrower’s designated UBS Financial Services Inc. Financial      Advisor or other parties designated by the Borrower.                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| I      | UBS      Bank USA is subject to examination by various federal, state and      self-regulatory organizations and the books and records maintained by UBS      Bank USA are subject to inspection and subpoena by these regulators and by      federal, state, and local law enforcement officials. The Borrower also      acknowledges that such regulators and officials may, pursuant to treaty or      other arrangements, in turn disclose such information to the officials or      regulators of other countries, and that U.S. courts may be required to      compel UBS Bank USA to disclose such information to the officials or      regulators of other countries. The Borrower agrees that UBS Bank USA may      disclose to such regulators and officials information about the Borrower      and transactions in the credit line account or other accounts at UBS Bank      USA without notice to the Borrower. In addition, UBS Bank USA may in the      context of a private dispute be required by subpoena or other judicial      process to disclose information or produce documentation related to the      Borrower, the credit line account or other accounts at UBS Bank USA. The      Borrower acknowledges and agrees that UBS Bank USA reserves the right, in      its sole discretion, to respond to subpoenas and judicial process as it      deems appropriate. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| J      | To      help the government fight the funding of terrorism and money laundering      activities, Federal law requires all financial institutions to obtain,      verify, and record information that identifies each person who opens an      account. When the Borrower opens an account with UBS Bank USA, UBS Bank      USA will ask for the Borrower’s name, address, and other information that      will allow UBS Bank USA to identify the Borrower. UBS Bank USA may also      ask to see other identifying documents. UBS Financial Services Inc. and      UBS Bank USA are firmly committed to compliance with all applicable laws,      rules and regulations, including those related to combating money      laundering. The Borrower understands and agrees that the Borrower must      take all necessary steps to comply with the anti-money laundering laws,      rules and regulations of the Borrower’s country of origin, country of      residence and the situs of the Borrower’s transaction.                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| K      | UBS      Bank USA and its affiliates will act as creditors and, accordingly, their      interests may be inconsistent with, and potentially adverse to, the      Borrower’s interests. As a lender and consistent with normal lending      practice, UBS Bank USA may take any steps necessary to perfect its      interest in the Credit Line, issue a call for additional collateral or      force the sale of the Borrower’s securities if the Borrower’s actions or      inactions call the Borrower’s creditworthiness into question. Neither UBS      Bank USA nor UBS Financial Services Inc. will act as Client’s investment      advisor with respect to any liquidation. In fact UBS Bank USA will act as      a creditor and UBS Financial Services Inc. will act as a securities      intermediary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| L      | The      Borrower understands that, if the Collateral Account is a managed account      with UBS Financial Services Inc., (i) in addition to any fees payable to      UBS Financial Services Inc. in connection with the Borrower’s managed      account, interest will be payable to the Bank on an amount advanced to the      Borrower in connection with the Credit Line Account, and (ii) the      performance of the managed account might not exceed the managed account      fees and the interest expense payable to the Bank in which case the      Borrower’s overall rate of return will be less than the costs associated      with the managed account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| M      | UBS      Bank USA may provide copies of all credit line account statements to UBS      Financial Services Inc. and to any Guarantor. The Borrower acknowledges      and agrees that UBS Bank USA may share any and all information regarding      the Borrower and the Borrower’s accounts at UBS Bank USA with UBS      Financial Services Inc. UBS Financial Services Inc. may provide copies of      all statements and confirmations concerning each Collateral Account to UBS      Bank USA at such times and in such manner as UBS Bank USA may request and      may share with UBS Bank USA any and all information regarding the Borrower      and the Borrower’s accounts with UBS Financial Services    Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

| By:    |                                                  |   | Title: |                                             |
|--------|-------------------------------------------------------|--------|--------|--------------------------------------------------|
|   | (Signature      of Authorized Signatory of Borrower)* |   |   | (Title      of Authorized Signatory of Borrower) |
| By:    |                                                  |   | Title: |                                             |
|   | (Signature      of Authorized Signatory of Borrower)* |   |   | (Title      of Authorized Signatory ofBorrower)  |

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|                            |                    |                                                           |
|----------------------------|-------------------------|----------------------------------------------------------------|
|                       |                    |                                                           |
|                       |  UBS      Bank USA |
|                       |                    | Variable Credit Line      Account Number: (if      applicable) |
|                       |                    |  5V                                                       |   |   |   |   |   |
|                       |                    | Fixed Credit Line      Account Number: (if      applicable)    |
|                       |                    |  5F                                                       |   |   |   |   |   |
|                       |                    |   SS#      / TIN                                     |   |
| Credit      Line Agreement |                    |                                                           | Internal      Use Only |

|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|-------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1)     | Definitions |
|   |        |
|   | -           | “Advance”      means any Fixed Rate Advance or Variable Rate Advance made by the Bank      pursuant to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | -           | “Advance      Advice” means a written or electronic notice by the Bank, sent to the      Borrower, the Borrower’s financial advisor at UBS Financial Services Inc.      or any other party designated by the Borrower to receive the notice,      confirming that a requested Advance will be a Fixed Rate Advance and      specifying the amount, fixed rate of interest and Interest Period for the      Fixed Rate Advance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | -           | “Application”      means the Credit Line Account Application and Agreement that the Borrower      has completed and submitted to the Bank and into which this Agreement is      incorporated by reference.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | -      | “Approved      Amount” means the maximum principal amount of Advances that is permitted      to be outstanding under the Credit Line at any time, as specified in      writing by the Bank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | -           | “Breakage      Costs” and “Breakage Fee” have the meanings specified in Section      6(b).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | -           | “Business      Day” means a day on which both of the Bank and UBS Financial Services Inc.      are open for business. For notices and determinations of LIBOR, Business      Day must also be a day for trading by and between banks in U.S. dollar      deposits in the London interbank market.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | -           | “Collateral”      has the meaning specified in Section 8(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | -      | “Collateral      Account” means, individually and collectively, each account of the      Borrower or Pledgor at UBS Financial Services Inc. or UBS International      Inc., as applicable, that is either identified as a Collateral Account on      the Application to which this Agreement is attached or subsequently      identified as a Collateral Account by the Borrower or Pledgor, either      directly or indirectly through the Borrower’s or Pledgor’s UBS Financial      Services Inc. financial advisor, together with all successors to those      identified accounts, irrespective of whether the successor account bears a      different name or account number.                                                                                                                                                                                                                                                                                             |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | -           | “Credit      Line” has the meaning specified in Section 2(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | -           | “Credit      Line Account” means each Fixed Rate Account and each Variable Rate Account      of the Borrower that is established by the Bank in connection with this      Agreement and either identified on the Application or subsequently      identified as a Credit Line Account by the Bank by notice to the Borrower,      together with all successors to those identified accounts, irrespective of      whether any successor account bears a different name or account      number.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | -           | “Credit      Line Obligations” means, at any time of determination, the aggregate of      the outstanding principal amounts of all Advances, together with all      accrued but unpaid interest on the outstanding principal amounts, any and      all fees or other charges payable in connection with the Advances and any      costs of collection (including reasonable attorneys’ fees) and other      amounts payable by the Borrower under this Agreement, and any and all      other present or future obligations of the Borrower and the other      respective Loan Parties under this Agreement and the related agreements,      whether absolute or contingent, whether or not due or    mature.                                                                                                                                                                                                                                                                           |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | -           | “Event”      means any of the events listed in Section 10.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | -           | “Fixed      Rate Advance” means any advance made under the Credit Line that accrues      interest at a fixed rate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | -           | “Guarantor”      means any party who guaranties the payment and performance of the Credit      Line Obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | -           | “Guaranty      Agreement” means an agreement pursuant to which a Guarantor agrees to      guaranty payment of the Credit Line Obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | -           | “Interest      Period” means, for a Fixed Rate Advance, the number of days, weeks or      months requested by the Borrower and confirmed in the Advance Advice      relating to the Fixed Rate Advance, commencing on the date of (i) the      extension of the Fixed Rate Advance or (ii) any renewal of the Fixed Rate      Advance and, in each case, ending on the last day of the period. If the      last day is not a Business Day, then the Interest Period will end on the      immediately succeeding Business Day. If the last Business Day would fall      in the next calendar month, the Interest Period will end on the      immediately preceding Business Day. Each monthly or longer Interest Period      that commences on the last Business Day of a calendar month (or on any day      for which there is no numerically corresponding day in the appropriate      subsequent calendar month) will end on the last Business Day of the      appropriate calendar month. |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | -           | “Joint      Borrower” has the meaning specified in Section 7(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | -      | “LIBOR”      means, as of any date of determination for Variable Rate Advances, the      prevailing London Interbank Offered Rate for deposits in U.S. dollars      having a maturity of 30 days as published in The Wall Street Journal      “Money Rates” Table on the date of the Advance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |        | If      the rate ceases to be regularly published by The Wall Street Journal,      LIBOR will be determined by the Bank in its sole and absolute discretion.      For any day that is not a Business Day, LIBOR will be the applicable LIBOR      in effect immediately prior to that day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | -      | “Loan      Party” means each Borrower, Guarantor and Pledgor, each in their      respective capacities under this Agreement or any related    agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | -           | “Person”      means any natural person, company, corporation, firm, partnership, joint      venture, limited liability company or limited liability partnership,      association, organization or any other legal entity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | -           | “Pledgor”      means each Person who pledges to the Bank any Collateral to secure the      Credit Line Obligations (or to secure the obligations of any Guarantor      with respect to the guaranty of the Credit Line Obligations). Pledgors      will include (i) each Borrower who pledges Collateral to secure the Credit      Line Obligations, (ii) each Guarantor who has pledged collateral to secure      the Credit Line Obligations or its obligations under a Guaranty Agreement,      (iii) any spouse of a Borrower who executes a spouse’s pledge and consent      agreement with respect to a jointly held collateral account, (iv) any      other joint account holder who executes a joint account holder pledge and      consent agreement with respect to a jointly held collateral account, and      (v) any other Person who executes a pledge agreement with respect to the      CreditLine.                                                                    |

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|                            |                    |                                                           |
|----------------------------|-------------------------|----------------------------------------------------------------|
|                       |                    |                                                           |
|                       |  UBS      Bank USA |
|                       |                    | Variable Credit Line      Account Number: (if      applicable) |
|                       |                    |  5V                                                       |   |   |   |   |   |
|                       |                    | Fixed Credit Line      Account Number: (if      applicable)    |
|                       |                    |  5F                                                       |   |   |   |   |   |
|                       |                    |   SS#      / TIN                                     |   |
| Credit      Line Agreement |                    |                                                           | Internal      Use Only |

|   | -                                              | “Premier      Credit Line” means any Credit Line with an Approved Amount equal to or      greater than $100,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | -                                              | “Prime      Credit Line” means any Credit Line with an Approved Amount less than      $100,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | -                                              | “Prime      Rate” means the floating “Prime Rate” as published in The Wall Street      Journal “Money Rates” Table from time to time. The Prime Rate will change      as and when the Prime Rate as published in The Wall Street Journal      changes. In the event that The Wall Street Journal does not publish a      Prime Rate, the Prime Rate will be the rate as determined by the Bank in      its sole and absolute discretion.                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | -                                              | “Securities      Intermediary” has the meaning specified in Section 9.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | -                                         | “UBS      Bank USA Fixed Funding Rate” means, as of any date of determination for      Fixed Rate Advances, an internally computed rate established from      time-to-time by the Bank, in its sole discretion, based upon the LIBOR      swap curve for a corresponding period as well as the Bank’s assessment of      other lending rates charged in the financial markets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | -                                              | “UBS      Financial Services Inc.” means UBS Financial Services Inc. and its      successors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | -                                              | “UBS-I”      means UBS International Inc. and its successors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | -                                              | “Variable      Rate Advance” means any advance made under the Credit Line that accrues      interest at a variable rate.”                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 2)     | Establishment      of Credit Line; Termination |
|   |                                           |
|   | a)                                             | Upon      the effectiveness of this Agreement, the Bank establishes an UNCOMMITTED,      DEMAND revolving line of credit (the “Credit Line”) in an amount up      to the Approved Amount. The Bank may, from time to time upon request of      the Borrower, without obligation and in its sole and absolute discretion,      authorize and make one or more Advances to the Borrower. The Borrower      acknowledges that the Bank has no obligation to make any Advances to the      Borrower. The Bank may carry each Variable Rate Advance in a Variable Rate      Account and may carry each Fixed Rate Advance in a Fixed Rate Account, but      all Advances will constitute extensions of credit pursuant to a single      Credit Line. The Approved Amount will be determined, and may be adjusted      from time to time, by the Bank in its sole and absolute      discretion. |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | b)                                             | THE      BORROWER AND EACH OTHER LOAN PARTY UNDERSTAND AND AGREE THAT THE BANK MAY      DEMAND FULL OR PARTIAL PAYMENT OF THE CREDIT LINE OBLIGATIONS, AT ITS SOLE      AND ABSOLUTE DISCRETION AND WITHOUT CAUSE, AT ANY TIME, AND THAT NEITHER      FIXED RATE ADVANCES NOR VARIABLE RATE ADVANCES ARE EXTENDED FOR ANY      SPECIFIC TERM OR DURATION.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | c)                                             | UNLESS      DISCLOSED IN WRITING TO THE BANK AT THE TIME OF THE APPLICATION, AND      APPROVED BY THE BANK, THE BORROWER AGREES NOT TO USE THE PROCEEDS OF ANY      ADVANCE EITHER TO PURCHASE, CARRY OR TRADE IN SECURITIES OR TO REPAY ANY      DEBT (I) USED TO PURCHASE, CARRY OR TRADE IN SECURITIES OR (II) TO ANY      AFFILIATE OF THE BANK. THE BORROWER WILL BE DEEMED TO REPEAT THE AGREEMENT      IN THIS SECTION 2(C) EACH TIME IT REQUESTS AN ADVANCE.                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | d)                                             | Prior      to the first Advance under the Credit Line, the Borrower must sign and      deliver to the Bank a Federal Reserve Form U-1 and all other documentation      as the Bank may require. The Borrower acknowledges that neither the Bank      nor any of its affiliates has advised the Borrower in any manner regarding      the purposes for which the Credit Line will be used.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | e)                                             | The      Borrower consents and agrees that, in connection with establishing the      Credit Line Account, approving any Advances to the Borrower or for any      other purpose associated with the Credit Line, the Bank may obtain a      consumer or other credit report from a credit reporting agency relating to      the Borrower’s credit history. Upon request by the Borrower, the Bank will      inform the Borrower: (i) whether or not a consumer or other credit report      was requested; and (ii) if so, the name and address of the consumer or      other credit reporting agency that furnished thereport.                                                                                                                                                                                                                                                                   |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | f)                                             | The      Borrower understands that the Bank will, directly or indirectly, pay a      portion of the interest that it receives to the Borrower’s financial      advisor at UBS Financial Services Inc. or one of its affiliates. To the      extent permitted by applicable law, the Bank may also charge the Borrower      fees for establishing and servicing the Credit Line    Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | g)                                             | Following      each month in which there is activity in the Borrower’s Credit Line      Account in amounts greater than $1, the Borrower will receive an account      statement showing the new balance, the amount of any new Advances, year to      date interest charges, payments and other charges and credits that have      been registered or posted to the Credit Line Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | h)                                             | Each      of the Loan Parties understands and agrees that the Bank may, at any time,      in its sole and absolute discretion, terminate and cancel the Credit Line      regardless of whether or not an Event has occurred. In the event the Bank      terminates and cancels the Credit Line the Credit Line Obligations shall      be immediately due and payable in full. If the Credit Line Obligations are      not paid in full, the Bank shall have the right, at its option, to      exercise any or all of its remedies described in Section 10 of this      Agreement.                                                                                                                                                                                                                                                                                                                     |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3)     | Terms      of Advances                         |
|   |                                           |
|   | a)                                             | Advances      made under this Agreement will be available to the Borrower in the form,      and pursuant to procedures, as are established from time to time by the      Bank in its sole and absolute discretion. The Borrower and each Loan Party      agree to promptly provide all documents, financial or other information in      connection with any Advance as the Bank may request. Advances will be made      by wire transfer of funds to an account as specified in writing by the      Borrower or by any other method agreed upon by the Bank and the Borrower.      The Borrower acknowledges and agrees that the Bank will not make any      Advance to the Borrower unless the collateral maintenance requirements      that are established by the Bank in its sole and absolute discretion have      been satisfied.                                                              |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | b)                                             | Each      Advance made under a Premier Credit Line will be a Variable Rate Advance      unless otherwise designated as a Fixed Rate Advance in an Advance Advice      sent by the Bank to the Borrower. The Bank will not designate any Advance      as a Fixed Rate Advance unless it has been requested to do so by the      Borrower (acting directly or indirectly through the Borrower’s UBS      Financial Services Inc. financial advisor or other agent designated by the      Borrower and acceptable to the Bank). Each Advance Advice will be      conclusive and binding upon the Borrower, absent manifest error, unless      the Borrower otherwise notifies the Bank in writing no later than the      close of business, New York time, on the third Business Day after the      Advance Advice is received by theBorrower.                                                     |

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|                            |                    |                                                           |
|----------------------------|-------------------------|----------------------------------------------------------------|
|                       |                    |                                                           |
|                       |  UBS      Bank USA |
|                       |                    | Variable Credit Line      Account Number: (if      applicable) |
|                       |                    |  5V                                                       |   |   |   |   |   |
|                       |                    | Fixed Credit Line      Account Number: (if      applicable)    |
|                       |                    |  5F                                                       |   |   |   |   |   |
|                       |                    |   SS#      / TIN                                     |   |
| Credit      Line Agreement |                    |                                                           | Internal      Use Only |

|   | c)     | Each      Advance made under a Prime Credit Line will be a Variable      Advance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | d)     | Unless      otherwise agreed by the Bank: (i) all Fixed Rate Advances must be in an      amount of at least $100,000; and (ii) all Variable Rate Advances taken by      wire transfer must be in an amount of at least $2,500. If the Borrower is      a natural person, the initial Variable Rate Advance under the Credit Line      must be in an amount equal to at least $25,001 (the “Initial Advance      Requirement”). If the initial Advance requested by the Borrower is made in      the form of a check drawn on the Credit Line that does not satisfy the      Initial Advance Requirement, then, in addition to and not in limitation of      the Bank’s rights, remedies, powers or privileges under this Agreement or      applicable law, the Bank may, in its sole and absolute      discretion: |

|   | (i)                                                                                                                                                                                                                                                       | pay      the check drawn by the Borrower if, prior to paying that check, the Bank      makes another Advance to the Borrower, which Advance shall be in an amount      not less than $25,001; or |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                      |                                                                                                                                                                                             |
|   | (ii)                                                                                                                                                                                                                                                      | pay      the check drawn by the Borrower; or                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                      |                                                                                                                                                                                             |
|   | (iii)                                                                                                                                                                                                                                                     | decline      to pay (bounce) the check.                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                      |                                                                                                                                                                                             |
|   | If      the Bank elects option (ii), no interest shall accrue on the amount of the      Advance made by paying the check, and the amount of that Advance shall be      due and payable to the Bank immediately (with or without demand by the      Bank). |

| 4)     | Interest |
|--------|----------|
|   |     |
|   | a)       | Each      Fixed Rate Advance will bear interest at a fixed rate and for the Interest      Period each as specified in the related Advance Advice. The rate of      interest payable on each Fixed Rate Advance will be determined by adding a      percentage rate to the UBS Bank USA Fixed Funding Rate, as of the date      that the fixed rate is determined. |
|   |     |   |
|   | b)       | Each      Variable Rate Advance under a Premier Credit Line will bear interest at a      variable rate equal to LIBOR, adjusted daily, plus the percentage rate      that (unless otherwise specified by the Bank in writing) is shown on      Schedule I below for the Approved Amount of the Credit Line. For Premier      Credit Lines, the rate of interest payable on Variable Rate Advances is      subject to change without notice in accordance with fluctuations in LIBOR      and in the Approved Amount. On each day that LIBOR changes or the Approved      Amount crosses one of the thresholds that is indicated on Schedule I (or      that is otherwise specified by the Bank in writing), the interest rate on      all Variable Rate Advances will change accordingly. |
|   |     |   |
|   | c)       | Each      Variable Rate Advance under a Prime Credit Line will bear interest at a      variable rate equal to the Prime Rate, adjusted daily, plus the percentage      rate that (unless otherwise specified by the Bank in writing) is shown on      the attached Schedule II and that corresponds to the aggregate principal      amount outstanding under the Prime Credit Line on that day. For Prime      Credit Lines, the rate of interest payable on Variable Rate Advances is      subject to change without notice in accordance with fluctuations in the      Prime Rate and in the aggregate amount outstanding under the Prime Credit      Line. On each date that the Prime Rate changes or the aggregate principal      amount outstanding under the Prime Credit Line crosses one of the      thresholds that is indicated on Schedule II (or that is otherwise      specified by the Bank in writing), the interest rate on all Variable Rate      Advances will change accordingly. |
|   |     |   |
| 5)     | Payments |
|   |     |
|   | a)       | Each      Fixed Rate Advance will be due and payable in full ON DEMAND or, if not      earlier demanded by the Bank, on the last day of the applicable Interest      Period. Any Fixed Rate Advance as to which the Bank has not made a      demand for payment and that is not paid in full or renewed, which renewal      is in the sole and absolute discretion of the Bank, (pursuant to      procedures as may be established by the Bank) as another Fixed Rate      Advance on or before the last day of its Interest Period, will be      automatically renewed on that date as a U.S. dollar denominated, Variable      Rate Advance in an amount (based, in the case of any conversion of a      non-U.S. dollar denominated Fixed Rate Advance, upon the applicable, spot      currency exchange rate as of the maturity date, as determined by the Bank)      equal to the unpaid principal balance of the Fixed Rate Advance plus any      accrued but unpaid interest on the Fixed Rate Advance, which Variable Rate      Advance will then accrue additional interest at a variable rate as      provided in this Agreement. |
|   |     |   |
|   | b)       | Each      Variable Rate Advance will be due and payable ONDEMAND. |
|   |     |   |
|   | c)       | The      Borrower promises to pay the outstanding principal amount of each Advance,      together with all accrued but unpaid interest on each Advance, any and all      fees or other charges payable in connection with each Advance, on the date      the principal amount becomes due (whether by reason of demand, the      occurrence of a stated maturity date, by reason of acceleration or      otherwise). The Borrower further promises to pay interest in respect of      the unpaid principal balance of each Advance from the date the Advance is      made until it is paid in full. All interest will be computed on the basis      of the number of days elapsed and a 360-day year. Interest on each Advance      will be payable in arrears asfollows: |

|   | (i)                                                                                                                                                                                                                                                                                                                                                                | for      Fixed Rate Advances - on the last day of the Interest Period (or if the      Interest Period is longer than three months, on the last day of each three      month period following the date of the Advance) and on each date that all      or any portion of the principal amount of the Fixed Rate Advance becomes      due or is paid; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                               | for      Variable Rate Advances - on the twenty-second day of each month other than      December, and on the thirty-first day of December, and on each date that      all or any portion of the principal amount of the Variable Rate Advance      becomes due or is paid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | To      the extent permitted by law, and without limiting any of the Bank’s other      rights and remedies under the Agreement, interest charges on any Advance      that are not paid when due will be treated as principal and will accrue      interest at a variable rate from the date the payment of interest was due      until it is repaid in full. |
|   |                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | d)                                                                                                                                                                                                                                                                                                                                                                 | All      payments of principal, interest or other amounts payable under this      Agreement will be made in immediately available funds and in the same      currency in which the Advance was made, which unless otherwise agreed by      the Bank, will be U.S. dollars. UBS Financial Services Inc. or UBS      International Inc., as applicable, may act as collecting and servicing      agent for the Bank for the Advances. All payments will be made by wire      transfer of funds to an account specified by the Bank or by another method      agreed upon by the Bank and the Borrower. Upon receipt of all payments,      the Bank will credit the same to the Credit Line Account. The Bank shall      apply the proceeds of any payments in the following order; first to any      Breakage Costs, Breakage Fee, other fees, costs of collection and      expenses, second to the outstanding principal amount of the related      Advance and third to accruedinterest. |

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|                            |                    |                                                           |
|----------------------------|-------------------------|----------------------------------------------------------------|
|                       |                    |                                                           |
|                       |  UBS      Bank USA |
|                       |                    | Variable Credit Line      Account Number: (if      applicable) |
|                       |                    |  5V                                                       |   |   |   |   |   |
|                       |                    | Fixed Credit Line      Account Number: (if      applicable)    |
|                       |                    |  5F                                                       |   |   |   |   |   |
|                       |                    |   SS#      / TIN                                     |   |
| Credit      Line Agreement |                    |                                                           | Internal      Use Only |

|   | e)                                                                     | All      payments must be made to the Bank free and clear of any and all present      and future taxes (including withholding taxes), levies, imposts, duties,      deductions, fees, liabilities and similar charges other than those imposed      on the overall net income of the Bank. If so requested by the Bank, the      Borrower will deliver to the Bank the original or a certified copy of each      receipt evidencing payment of any taxes or, if no taxes are payable in      respect of any payment under this Agreement, a certificate from      each appropriate taxing authority, or an opinion of counsel in form and      substance and from counsel acceptable to the Bank in its sole and absolute      discretion, in either case stating that the payment is exempt from or not      subject to taxes. If any taxes or other charges are required to be      withheld or deducted from any amount payable by the Borrower under this      Agreement, the amount payable will be increased to the amount which, after      deduction from the increased amount of all taxes and other charges      required to be withheld or deducted from the amount payable, will yield to      the Bank the amount stated to be payable under this Agreement. If any of      the taxes or charges are paid by the Bank, the Borrower will reimburse the      Bank on demand for the payments, together with all interest and penalties      that may be imposed by any governmental agency. None of the Bank, UBS      Financial Services Inc., UBS-I or their respective employees has provided      or will provide legal advice to the Borrower or any Loan Party regarding      compliance with (or the implications of the Credit Line and the related      guaranties and pledges under) the laws (including tax laws) of the      jurisdiction of the Borrower or any Loan Party or any other jurisdiction.      The Borrower and each Loan Party are and shall be solely responsible for,      and the Bank shall have no responsibility for, the compliance by the Loan      Parties with any and all reporting and other requirements arising under      any applicable laws. |
|--------|------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | f)                                                                     | In      no event will the total interest and fees, if any, charged under this      Agreement exceed the maximum interest rate or total fees permitted by law.      In the event any excess interest or fees are collected, the same will be      refunded or credited to the Borrower. If the amount of interest payable by      the Borrower for any period is reduced pursuant to this Section 5(f), the      amount of interest payable for each succeeding period will be increased to      the maximum rate permitted by law until the amount of the reduction has      been received by the Bank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 6)     | Prepayments;      Breakage Charges                                     |
|   |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | a)                                                                     | The      Borrower may repay any Variable Rate Advance at any time, in whole or in      part, without penalty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | b)                                                                     | The      Borrower may repay any Fixed Rate Advance in whole. The Borrower may not      repay any Fixed Rate Advance in part. The Borrower agrees to reimburse the      Bank, immediately upon demand, for any loss or cost (“Breakage Costs”)      that the Bank notifies the Borrower has been incurred by the Bank as a      result of (i) any payment of the principal of a Fixed Rate Advance before      the expiration of the Interest Period for the Fixed Rate Advance (whether      voluntarily, as a result of acceleration, demand or otherwise), or (ii)      the Customer’s failure to take any Fixed Rate Advance on the date agreed      upon, including any loss or cost (including loss of profit or margin)      connected with the Bank’s re-employment of the amount so prepaid or of      those funds acquired by the Bank to fund the Advance not taken on the      agreed upon date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                   | Breakage      Costs will be calculated by determining the differential between the      stated rate of interest (as determined in accordance with Section 4(a) of      the Agreement) for the Fixed Rate Advance and prevailing UBS Bank USA      Fixed Funding Rate and multiplying the differential by the sum of the      outstanding principal amount of the Fixed Rate Advance (or the principal      amount of Fixed Rate Advance not taken by the Borrower) multiplied by the      actual number of days remaining in the Interest Period for the Fixed Rate      Advance (based upon a 360-day year). The Borrower also agrees to promptly      pay to the Bank an administrative fee (“Breakage Fee”) in connection with      any permitted or required prepayment. The Breakage Fee will be calculated      by multiplying the outstanding principal amount of the Fixed Rate Advance      (or the principal amount of Fixed Rate Advance not taken by the Borrower)      by two basis points (0.02%) (with a minimum Breakage Fee of $100.00). Any      written notice from the Bank as to the amount of the loss or cost will be      conclusive absent manifest error.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 7)     | Joint      Credit Line Account Agreement; Suspension and  Cancellation |
|   |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | a)                                                                     | If      more than one Person is signing this Agreement as the “Borrower”, each      party (a “Joint Borrower”) will be jointly and severally liable for the      Credit Line Obligations, regardless of any change in business relations,      divorce, legal separation, or other legal proceedings or in any agreement      that may affect liabilities between the parties. Except as provided below      for the reinstatement of a suspended or cancelled Credit Line, and unless      otherwise agreed by the Bank in writing, the Bank may rely on, and each      Joint Borrower will be responsible for, requests for Advances, directions,      instructions and other information provided to the Bank by any Joint      Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | b)                                                                     | Any      Joint Borrower may request the Bank to suspend or cancel the Credit Line      by sending the Bank a written notice of the request addressed to the Bank      at the address shown on the Borrower’s periodic Credit Line Account      statements. Any notice will become effective three Business Days after the      date that the Bank receives it, and each Joint Borrower will continue to      be responsible for paying: (i) the Credit Line Obligations as of the      effective date of the notice, and (ii) all Advances that any Joint      Borrower has requested but that have not yet become part of the Credit      Line Obligations as of the effective date of the notice. No notice will      release or in any other way affect the Bank’s interest in the Collateral.      All subsequent requests to reinstate credit privileges must be signed by      all Joint Borrowers comprising the Borrower, including the Joint Borrower      requesting the suspension of credit privileges. Any reinstatement will be      granted or denied in the sole and absolute discretion of the      Bank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | c)                                                                     | All      Credit Line Obligations will become immediately due and payable in full as      of the effective date of any suspension or cancellation of the Credit      Line. The borrower will be responsible for the payment of all charges      incurred on the Advances after the effective date. The Bank will not      release any Loan Party from any of the obligations under this Agreement or      any related agreement until the Credit Line Obligations have been paid in      full and this Agreement has been terminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 8)     | Collateral;      Grant of Security Interest; Set-off                   |
|   |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | a)                                                                     | To      secure payment or performance of the Credit Line Obligations, the Borrower      assigns, transfers and pledges to the Bank, and grants to the Bank a first      priority lien and security interest in the following assets and rights of      the Borrower, wherever located and whether owned now or acquired or      arising in the future: (i) each Collateral Account; (ii) any and all      money, credit balances, certificated and uncertificated securities,      security entitlements, commodity contracts, certificates of deposit,      instruments, documents, partnership interests, general intangibles,      financial assets and other investment property now or in the future      credited to or carried, held or maintained in any Collateral Account;      (iii) any and all over-the-counter options, futures, foreign exchange,      swap or similar contracts between the Borrower and either UBS Financial      Services Inc. or any of its affiliates; (iv) any and all accounts of the      Borrower at the Bank or any of its affiliates; (v) any and all supporting      obligations and other rights ancillary or attributable to, or arising in      any way in connection with, any of the foregoing; and (vi) any and all      interest, dividends, distributions and other proceeds of any of the      foregoing, including proceeds of proceeds (collectively, the      “Collateral”).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

----

|                            |                    |                                                           |
|----------------------------|-------------------------|----------------------------------------------------------------|
|                       |                    |                                                           |
|                       |  UBS      Bank USA |
|                       |                    | Variable Credit Line      Account Number: (if      applicable) |
|                       |                    |  5V                                                       |   |   |   |   |   |
|                       |                    | Fixed Credit Line      Account Number: (if      applicable)    |
|                       |                    |  5F                                                       |   |   |   |   |   |
|                       |                    |   SS#      / TIN                                     |   |
| Credit      Line Agreement |                    |                                                           | Internal      Use Only |

|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The      Borrower and if applicable, any Pledgor on the Collateral Account, will      take all actions reasonably requested by the Bank to evidence, maintain      and perfect the Bank’s first priority security interest in, and to enable      the Bank to obtain control over, the Collateral and any additional      collateral pledged by the Pledgors, including but not limited to making,      executing, recording and delivering to the Bank (and authorizes the Bank      to file, without the signature of the Borrower and any Pledgor where      permitted by applicable law) financing statements and amendments thereto,      control agreements, notices, assignments, listings, powers, consents and      other documents regarding the Collateral and the Bank’s security interest      in the Collateral in such jurisdiction and in a form as the Bank      reasonably may require. Each Loan Party irrevocably authorizes and      appoints each of the Bank and UBS Financial Services Inc., as collateral      agent, to act as their agent and attorney-in-fact to file any documents or      to execute any documents in their name, with or without designation of      authority. Each Loan Party acknowledges that it will be obligated in      respect of the documentation as if it had executed the documentation      itself.                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The      Borrower (and, if applicable, any other Pledgor on the Collateral Account)      agrees to maintain in a Collateral Account, at all times, Collateral      having an aggregate lending value as specified by the Bank from time to      time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The      Bank’s sole duty for the custody, safe keeping and physical preservation      of any Collateral in its possession will be to deal with the Collateral in      the same manner as the Bank deals with similar property for its own      account. The Borrower (and, if applicable, any other Pledgor on the      Collateral Account) agrees that the Bank will have no responsibility to      act on any notice of corporate actions or events provided to holders of      securities or other investment property included in the Collateral. The      Borrower (and, if applicable, any other Pledgor on the Collateral Account)      agrees to (i) notify the Bank promptly upon receipt of any communication      to holders of the investment property disclosing or proposing any stock      split, stock dividend, extraordinary cash dividend, spin-off or other      corporate action or event as a result of which the Borrower or Pledgor      would receive securities, cash (other than ordinary cash dividends) or      other assets in respect of the investment property, and (ii) immediately      upon receipt by the Borrower or Pledgor of any of these assets, cause them      to be credited to a Collateral Account or deliver them to or as directed      by the Bank as additional Collateral.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The      Borrower (and, if applicable, any other Pledgor on the Collateral Account)      agrees that all principal, interest, dividends, distributions, premiums or      other income and other payments received by the Bank or credited to the      Collateral Account in respect of any Collateral may be held by the Bank as      additional Collateral or applied by the Bank to the Credit Line      Obligations. The Bank may create a security interest in any of the      Collateral and may, at any time and at its option, transfer any securities      or other investment property constituting Collateral to a securities      account maintained in its name or cause any Collateral Account to be      redesignated or renamed in the name of the Bank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The      Borrower (and, if applicable, any other Pledgor on the Collateral Account)      agrees that if a Collateral Account has margin features, the margin      features will be removed by UBS Financial Services Inc. or UBS      International Inc., as applicable, so long as there is no outstanding      margin debit in the Collateral Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | If      the Collateral Account permits cash withdrawals in the form of check      writing, access card charges, bill payment and/ or electronic funds      transfer services (for example, Resource Management Account®, Business      Services Account BSA®, certain Basic Investment Accounts and certain      accounts enrolled in UBS Financial Services Inc. Investment Consulting      Services programs), the Borrower (and, if applicable, any other Pledgor on      the Collateral Account) agrees that the “Withdrawal Limit” for the      Collateral Account, as described in the documentation governing the      account will be reduced on an ongoing basis so that the aggregate lending      value of the Collateral remaining in the Collateral Account following the      withdrawal may not be less than the amount required pursuant to Section      8(c).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | In      addition to the Bank’s security interest, the Borrower (and, if      applicable, any other Pledgor on the Collateral Account) agrees that the      Bank will at all times have a right to set off any or all of the Credit      Line Obligations at or after the time at which they become due, whether      upon demand, at a stated maturity date, by acceleration or otherwise,      against all securities, cash, deposits or other property in the possession      of or at any time in any account maintained with the Bank or any of its      affiliates by or for the benefit of the Borrower, whether carried      individually or jointly with others. This right is in addition to, and not      in limitation of, any right the Bank may have at law or      otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The      Bank reserves the right to disapprove any Collateral and to require the      Borrower at any time to deposit into the Borrower’s Collateral Account      additional Collateral in the amount as the Bank requests or to substitute      new or additional Collateral for any Collateral that has previously been      deposited in the Collateral Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 9)     | Control                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | For      the purpose of giving the Bank control over each Collateral Account and in      order to perfect the Bank’s security interests in the Collateral, the      Borrower and each Pledgor on the applicable Collateral Account consents to      compliance by UBS Financial Services Inc., UBS-I or any other securities      intermediary (in any case, the “Securities Intermediary”) maintaining a      Collateral Account with entitlement orders and instructions from the Bank      (or from any assignee or successor of the Bank) regarding the Collateral      Account and any financial assets or other property held therein without      the further consent of the Borrower or any other Pledgor on the applicable      Collateral Account. Without limiting the foregoing, the Borrower and each      Pledgor on the Collateral Account acknowledges, consents and agrees that,      pursuant to a control agreement entered into between the Bank and the      Securities Intermediary: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The      Securities Intermediary will comply with entitlement orders originated by      the Bank regarding any Collateral Account without further consent from the      Borrower or any Pledgor. The Securities Intermediary will treat all assets      credited to a Collateral Account, including money and credit balances, as      financial assets for purposes of Article 8 of the Uniform Commercial      Code.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | In      order to enable the Borrower and any Pledgor on the applicable Collateral      Account to trade financial assets that are from time to time credited to a      Collateral Account, the Securities Intermediary may comply with      entitlement orders originated by the Borrower or any Pledgor on the      applicable Collateral Account (or if so agreed by the Bank, by an      investment adviser designated by the Borrower or any Pledgor on the      applicable Collateral Account and acceptable to the Bank and the      Securities Intermediary) regarding the Collateral Account, but only until      the time that the Bank notifies the Securities Intermediary, that the Bank      is asserting exclusive control over the Collateral Account. After the      Securities Intermediary has received a notice of exclusive control and has      had a reasonable opportunity to comply, it will no longer comply with      entitlement orders originated by the Borrower or any Pledgor (or by any      investment adviser designated by the Borrower or any Pledgor) concerning      the Collateral Account. Notwithstanding the foregoing, however, and      irrespective of whether it has received any notice of exclusive control,      the Securities Intermediary will not comply with any entitlement order      originated by the Borrower or any Pledgor (or by any investment adviser      designated by the Borrower or any Pledgor) to withdraw any financial      assets from a Collateral Account or to pay any money, free credit balance      or other amount owing on a Collateral Account (other than cash withdrawals      and payments not exceeding the “Withdrawal Limit” as contemplated in      Section 8 (g)) without the prior consent of the  Bank. |

----

|                            |                    |                                                           |
|----------------------------|-------------------------|----------------------------------------------------------------|
|                       |                    |                                                           |
|                       |  UBS      Bank USA |
|                       |                    | Variable Credit Line      Account Number: (if      applicable) |
|                       |                    |  5V                                                       |   |   |   |   |   |
|                       |                    | Fixed Credit Line      Account Number: (if      applicable)    |
|                       |                    |  5F                                                       |   |   |   |   |   |
|                       |                    |   SS#      / TIN                                     |   |
| Credit      Line Agreement |                    |                                                           | Internal      Use Only |

| 10)    | Remedies |
|--------|----------|
|   |     |   |   |
|   | a)       | If      any of the following events (each, an “Event”) occurs: |
|   |     |   |   |
|   |     | (i) | the      Borrower fails to pay any amount due under this  Agreement; |
|   |     |   |   |
|   |     | (ii) | the      Borrower and/or any other relevant Loan Party fails to maintain sufficient      Collateral in a Collateral Account as required by the Bank or any      Guarantor fails to maintain collateral as required by the Bank under its      Guaranty Agreement; |
|   |     |   |   |
|   |     | (iii) | the      Borrower or any other Loan Party breaches or fails to perform any other      covenant, agreement, term or condition that is applicable to it under this      Agreement or any related agreement, or any representation or other      statement of the Borrower (or any Loan Party) in this Agreement or in any      related agreement is incorrect in any material respect when made or deemed      made; |
|   |     |   |   |
|   |     | (iv) | the      Borrower or any other Loan Party dies or is declared (by appropriate      authority) incompetent or of unsound mind or is indicted or convicted of      any crime or, if not an individual, ceases to exist; |
|   |     |   |   |
|   |     | (v) | any      voluntary or involuntary proceeding for bankruptcy, reorganization,      dissolution or liquidation or similar action is commenced by or against      the Borrower or any other Loan Party, or a trustee in bankruptcy,      receiver, conservator or rehabilitator is appointed, or an assignment for      the benefit of creditors is made, with respect to the Borrower or any      other Loan Party or its property; |
|   |     |   |   |
|   |     | (vi) | the      Borrower or any Loan Party is insolvent, unable to pay its debts as they      fall due, stops, suspends or threatens to stop or suspend payment of all      or a material part of its debts, begins negotiations or takes any      proceeding or other step with a view to readjustment, rescheduling or      deferral of all or any part of its indebtedness, which it would or might      otherwise be unable to pay when due, or proposes or makes a general      assignment or an arrangement or composition with or for the benefit of its      creditors; |
|   |     |   |   |
|   |     | (vii) | a      Collateral Account (or any account in which collateral provided by a Loan      Party is maintained) or any portion thereof is terminated, attached or      subjected to a levy; |
|   |     |   |   |
|   |     | (viii) | the      Borrower or any Loan Party fails to provide promptly all financial and      other information as the Bank may request from time to    time; |
|   |     |   |   |
|   |     | (ix) | any      indebtedness of the Borrower or any other Loan Party in respect of      borrowed money (including indebtedness guarantied by the Borrower or any      other Loan Party) or in respect of any swap, forward, cap, floor, collar,      option or other derivative transaction, repurchase or similar transaction      or any combination of these transactions is not paid when due, or any      event or condition causes the indebtedness to become, or permits the      holder to declare the indebtedness to be, due and payable prior to its      stated maturity; |
|   |     |   |   |
|   |     | (x) | final      judgment for the payment of money is rendered against Borrower (or any      Loan Party) and, within thirty days from the entry of judgment, has not      been discharged or stayed pending appeal or has not been discharged within      thirty days from the entry of a final order of affirmance on      appeal; |
|   |     |   |   |
|   |     | (xi) | any      legal proceeding is instituted or any other event occurs or condition      exists that in the Bank’s judgment calls into question (A) the validity or      binding effect of this Agreement or any related agreement or any of the      Borrower’s (or any other Loan Party’s) obligations under this Agreement or      under any related agreement or (B) the ability of the Borrower (or any      Loan Party) to perform its obligations under this Agreement, or under any      related agreement; or |
|   |     |   |   |
|   |     | (xii) | the      Bank otherwise deems itself or its security interest in the Collateral      insecure or the Bank believes in good faith that the prospect of payment      or other performance by any Loan Party is impaired. |
|   |     |   |   |
|   |     | then,      the Credit Line Obligations will become immediately due and payable      (without demand) and the Bank may, in its sole and absolute discretion,      liquidate, withdraw or sell all or any part of the Collateral and apply      the same, as well as the proceeds of any liquidation or sale, to any      amounts owed to the Bank, including any applicable Breakage Costs and      Breakage Fee. The Bank will not be liable to any Loan Party in any way for      any adverse consequences (for tax effect or otherwise) resulting from the      liquidation of appreciated Collateral. Without limiting the generality of      the foregoing, the sale may be made in the Bank’s sole and absolute      discretion by public sale on any exchange or market where business is then      usually transacted or by private sale, and the Bank may be the purchaser      at any public or private sale. Any Collateral that may decline speedily in      value or that customarily is sold on a recognized exchange or market may      be sold without providing any Loan Party with prior notice of the sale.      Each Loan Party agrees that, for all other Collateral, two calendar days      notice to the Loan Party, sent to its last address shown in the Bank’s      account records, will be deemed reasonable notice of the time and place of      any public sale or time after which any private sale or other disposition      of the Collateral may occur. Any amounts due and not paid on any Advance      following an Event will bear interest from the day following the Event      until fully paid at a rate per annum equal to the interest rate applicable      to the Advance immediately prior to the Event plus 2.00%. In addition to      the Bank’s rights under this Agreement, the Bank will have the right to      exercise any one or more of the rights and remedies of a secured creditor      under the Utah Uniform Commercial Code, as then in effect, or under any      other applicable law. |
|   |     |   |   |
|   | b)       | Nothing      contained in this Section 10 will limit the right of the Bank to demand      full or partial payment of the Credit Line Obligations, in its sole and      absolute discretion and without cause, at any time, whether or not an      Event has occurred and is continuing. |
|   |     |   |   |
|   | c)       | All      rights and remedies of the Bank under this Agreement are cumulative and      are in addition to all other rights and remedies that the Bank may have at      law or equity or under any other contract or other writing for the      enforcement of the security interest herein or the collection of any      amount due under this Agreement. |
|   |     |   |   |
|   | d)       | Any      non-exercise of rights, remedies and powers by the Bank under this      Agreement and the other documents delivered in connection with this      Agreement shall not be construed as a waiver of any rights, remedies and      powers. The Bank fully reserves its rights to invoke any of its rights,      remedies and powers at any time it may deem  appropriate. |

----

|                            |                    |                                                           |
|----------------------------|-------------------------|----------------------------------------------------------------|
|                       |                    |                                                           |
|                       |  UBS      Bank USA |
|                       |                    | Variable Credit Line      Account Number: (if      applicable) |
|                       |                    |  5V                                                       |   |   |   |   |   |
|                       |                    | Fixed Credit Line      Account Number: (if      applicable)    |
|                       |                    |  5F                                                       |   |   |   |   |   |
|                       |                    |   SS#      / TIN                                     |   |
| Credit      Line Agreement |                    |                                                           | Internal      Use Only |

| 11)    | Representations,      Warranties and Covenants by the Loan Parties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | Each      Borrower and each other Loan Party (if applicable) makes the following      representations, warranties and covenants (and each Borrower will be      deemed to have repeated each representation and warranty each time a      Borrower requests an Advance) to the Bank:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Except      for the Bank’s rights under this Agreement and the rights of the      Securities Intermediary under any account agreement, the Borrower and each      relevant Pledgor owns the Collateral, free of any interest, lien or      security interest in favor of any third party and free of any impediment      to transfer; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Each      Loan Party: (i) if a natural Person, is of the age of majority; (ii) is      authorized to execute and deliver this Agreement and to perform its      obligations under this Agreement and any related agreement; (iii) is not      an employee benefit plan, as that term is defined by the Employee      Retirement Income Security Act of 1974, or an Individual Retirement Credit      Line Account (and none of the Collateral is an asset of a plan or      account); and (iv) unless the Loan Party advises the Bank to the contrary,      in writing, and provides the Bank with a letter of approval, where      required, from its employer, is not an employee or member of any exchange      or of any corporation or firm engaged in the business of dealing, either      as a broker or as principal, in securities, bills of exchange, acceptances      or other forms of commercial paper; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Neither      the Borrower nor any Pledgor on the Collateral Account has pledged or will      pledge the Collateral or grant a security interest in the Collateral to      any party other than the Bank or the Securities Intermediary, or has      permitted or will permit the Collateral to become subject to any liens or      encumbrances (other than those of the Bank and the Securities      Intermediary), during the term of this Agreement; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | No      Loan Party is in default under any material contract, judgment, decree or      order to which it is a party or by which it or its properties may be      bound; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Each      Loan Party has duly filed all tax and information returns required to be      filed and has paid all taxes, fees, assessments and other governmental      charges or levies that have become due and payable, except to the extent      such taxes or other charges are being contested in good faith and are      adequately reserved against in accordance with GAAP. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The      Borrower and each relevant Pledgor (i) is and at all times will continue      to be the legal and beneficial owner of all assets held in or credited to      any Collateral Account or otherwise included in the Collateral, and (ii)      does not hold any assets held in or credited to any Collateral Account or      otherwise included in the Collateral in trust or subject to any      contractual or other restrictions on use that would prevent the use of      such assets to (a) repay the Bank or (b) be pledged as Collateral in favor      of the Bank. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The      provisions of this Section 11 will survive the termination of this      Agreement or any related agreement and the repayment of the Credit Line      Obligations. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 12)    | Indemnification;      Limitation on Liability of the Bank and the Securities      Intermediary                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | Borrower      agrees to indemnify and hold harmless the Bank and the Securities      Intermediary, their affiliates and their respective directors, officers,      agents and employees against any and all claims, causes of action,      liabilities, lawsuits, demands and damages, for example, any and all court      costs and reasonable attorneys fees, in any way relating to or arising out      of or in connection with this Agreement, except to the extent caused by      the Bank’s or Securities Intermediary’s breach of its obligations under      this Agreement. Neither the Bank nor the Securities Intermediary will be      liable to any party for any consequential damages arising out of any act      or omission by either of them with respect to this Agreement or any      Advance or Collateral Account. The provisions of this Section 12 will      survive the termination of this Agreement or any related agreement and the      repayment of the Credit Line Obligations.                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 13)    | Acceptance      of Application and Agreement; Applicable Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | THIS      APPLICATION AND AGREEMENT WILL BE RECEIVED ANDACCEPTED      BY BANK IN THE STATE OF UTAH, OR IF THISAPPLICATION      AND AGREEMENT IS DELIVERED TO BANK’S AGENT,UBS      FINANCIAL SERVICES INC., IT WILL BE RECEIVED ANDACCEPTED      WHEN RECEIVED BY UBS FINANCIAL SERVICES INC.’SUNDERWRITING      DEPARTMENT. DELIVERY OF THE APPLICATIONAND      AGREEMENT TO THE BORROWER’S FINANCIAL ADVISORAT      UBS FINANCIAL SERVICES INC. WILL NOT BE CONSIDEREDRECEIPT      OR ACCEPTANCE BY BANK. ALL DECISIONS MADE BYBANK      REGARDING THE CREDIT LINE WILL BE MADE IN    UTAH.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | THIS      AGREEMENT WILL BE GOVERNED BY, AND CONSTRUEDIN      ACCORDANCE WITH, THE LAWS OF THE STATE OF UTAHAPPLICABLE      TO AGREEMENTS MADE AND TO BE PERFORMEDENTIRELY      IN THE STATE OF UTAH AND, IN CONNECTION WITHTHE      CHOICE OF LAW GOVERNING INTEREST, THE FEDERALLAWS      OF THE UNITED STATES, EXCEPT THAT WITH RESPECTTO      THE COLLATERAL ACCOUNT AND THE BANK’S SECURITYINTEREST      THEREIN, THIS AGREEMENT SHALL BE GOVERNED BYAND      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THESTATE      OF NEW YORK, INCLUDING, WITHOUT LIMITATION, THENEW      YORK UNIFORM COMMERCIAL CODE, AND FOR PURPOSESOF      THIS AGREEMENT, THE COLLATERAL ACCOUNT AND THEBANK’S      SECURITY INTEREST THEREIN, THE JURISDICTION OF UBSFINANCIAL      SERVICES INC. AND UBS-I SHALL BE DEEMED TO BE THESTATE      OF NEW YORK.                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 14)    | Assignment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | This      Agreement may not be assigned by the Borrower without the prior written      consent of the Bank. This Agreement will be binding upon and inure to the      benefit of the heirs, successors and permitted assigns of the Borrower.      The Bank may assign this Agreement, and this Agreement will inure to the      benefit of the Bank’s successors and assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 15)    | Amendment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | This      Agreement may be amended only by the Bank, including, but not limited to,      (i) the addition or deletion of any provision of this Agreement and (ii)      the amendment of the (x) “Spread Over LIBOR/UBS Bank USA Fixed Funding      Rate” in Schedule I or (y) “Spread Over Prime” in Schedule II to this      Agreement, at any time by sending written notice, signed by an authorized      officer of the Bank, of an amendment to the Borrower. The amendment shall      be effective as of the date established by the Bank. This Agreement may      not be amended orally. The Borrower or the Bank may waive compliance with      any provision of this Agreement, but any waiver must be in writing and      will not be deemed to be a waiver of any other provision of this      Agreement. The provisions of this Agreement constitute the entire      agreement between the Bank and the Borrower with respect to the subject      matter hereof and supersede all prior or contemporaneous agreements,      proposals, understandings and representations, written or oral, between      the parties with respect to the subject matter hereof. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 16)    | Severability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | If      any provision of this Agreement is held to be invalid, illegal, void or      unenforceable, by reason of any law, rule, administrative order or      judicial or arbitral decision, the determination will not affect the      validity of the remaining provisions of this  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

----

|                            |                    |                                                           |
|----------------------------|-------------------------|----------------------------------------------------------------|
|                       |                    |                                                           |
|                       |  UBS      Bank USA |
|                       |                    | Variable Credit Line      Account Number: (if      applicable) |
|                       |                    |  5V                                                       |   |   |   |   |   |
|                       |                    | Fixed Credit Line      Account Number: (if      applicable)    |
|                       |                    |  5F                                                       |   |   |   |   |   |
|                       |                    |   SS#      / TIN                                     |   |
| Credit      Line Agreement |                    |                                                           | Internal      Use Only |

| 17)    | Choice      of Forum; Waiver of Jury Trial                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ANY      SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR      THE TRANSACTIONS CONTEMPLATED BY      THIS AGREEMENT OR ANY JUDGMENT ENTERED BY ANY COURT REGARDING THIS      AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL BE      BROUGHT AND MAINTAINED EXCLUSIVELY IN THE THIRD JUDICIAL DISTRICT COURT      FOR THE STATE OF UTAH OR IN THE UNITED STATES DISTRICT COURT FOR THE STATE      OF UTAH. EACH OF THE LOAN PARTIES IRREVOCABLY SUBMITS TO THE JURISDICTION      OF THE COURTS OF THE THIRD JUDICIAL DISTRICT COURT FOR THE STATE OF UTAH      AND OF THE UNITED STATES DISTRICT COURT FOR THE STATE OF UTAH FOR THE      PURPOSE OF ANY SUCH ACTION OR PROCEEDING AS SET FORTH ABOVE AND      IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN      CONNECTION WITH SUCH ACTION OR PROCEEDING. EACH OF THE LOAN PARTIES      IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION      WHICH IT MAY HAVE NOW OR IN THE FUTURE TO THE LAYING OF VENUE OF ANY SUCH      ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY      CLAIM THAT ANY SUCH ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN      INCONVENIENT FORUM. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | EACH      OF THE LOAN PARTIES (FOR ITSELF, ANYONE CLAIMING THROUGH IT OR IN ITS      NAME, AND ON BEHALF OF ITS EQUITY HOLDERS) IRREVOCABLY WAIVES ANY RIGHT IT      MAY HAVE TO A TRIAL BY JURY REGARDING ANY CLAIM BASED UPON OR ARISING OUT      OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS      AGREEMENT. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Any      arbitration proceeding between the Borrower (or any other Loan Party) and      the Securities Intermediary, regardless of whether or not based on      circumstances related to any court proceedings between the Bank and the      Borrower (or the other Loan Party), will not provide a basis for any stay      of the court proceedings. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Nothing      in this Section 17 will be deemed to alter any agreement to arbitrate any      controversies which may arise between the Borrower (or any other Loan      Party) and UBS Financial Services Inc. or its predecessors, and any claims      between the Borrower or the Loan Party, as applicable, and UBS Financial      Services Inc. or its employees (whether or not they have acted as agents      of the Bank) will be arbitrated as provided in any agreement between the      Borrower or the Loan Party, as applicable, and UBS Financial Services      Inc. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
| 18)    | State      Specific Provisions and Disclosures                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | For      residents of Ohio: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | The      Ohio laws against discrimination require that all creditors make credit      equally available to all creditworthy customers, and that credit reporting      agencies maintain separate credit histories on each individual upon      request. The Ohio civil rights commission administers compliance with this      law. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | For      residents of Oregon: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | NOTICE      TO BORROWER: DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT. THIS AGREEMENT      PROVIDES FOR THE PAYMENT OF A PENALTY IF YOU WISH TO REPAY A FIXED RATE      ADVANCE PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THE      AGREEMENT. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | For      residents of Vermont: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | NOTICE      TO BORROWER: THE ADVANCES MADE UNDER THIS AGREEMENT ARE DEMAND LOANS AND      SO MAY BE COLLECTED BY THE LENDER AT ANY TIME. A NEW LOAN MUTUALLY AGREED      UPON AND SUBSEQUENTLY ISSUED MAY CARRY A HIGHER OR LOWER RATE OF      INTEREST. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | NOTICE      TO JOINT BORROWER: YOUR SIGNATURE ON THE AGREEMENT MEANS THAT YOU ARE      EQUALLY LIABLE FOR REPAYMENT OF THIS LOAN. IF THE BORROWER DOES NOT PAY,      THE LENDER HAS A LEGAL RIGHT TO COLLECT FROM YOU. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | For      residents of California: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (i) | Any      person, whether married, unmarried, or separated, may apply for separate      credit. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (ii) | As      required by law, you are notified that a negative credit report reflecting      on your credit record may be submitted to a credit reporting agency if you      fail to fulfill the terms of your credit obligations. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (iii) | The      Borrower will notify the Bank, within a reasonable time, of any change in      the Borrower’s name, address, or employment. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (iv) | The      Borrower will not attempt to obtain any Advance if the Borrower knows that      the Borrower’s credit privileges under the Credit Line have been      terminated or suspended. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (v) | The      Borrower will notify the Bank by telephone, telegraph, letter, or any      other reasonable means that an unauthorized use of the Credit Line has      occurred or may occur as the result of the loss or theft of a credit card      or other instrument identifying the Credit Line, within a reasonable time      after the Borrower’s discovery of the loss or theft, and will reasonably      assist the Bank in determining the facts and circumstances relating to any      unauthorized use of the Credit Line. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
| 19)    | Account      Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
|   | Each      Loan Party acknowledges and agrees that this Agreement supplements their      account agreement(s) with the Securities Intermediary relating to the      Collateral Account and, if applicable, any related account management      agreement(s) between the Loan Party and the Securities Intermediary. In      the event of a conflict between the terms of this Agreement and any other      agreement between the Loan Party and the Securities Intermediary, the      terms of this Agreement will prevail. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
| 20)    | Notices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
|   | Unless      otherwise required by law, all notices to a Loan Party may be oral or in      writing, in the Bank’s discretion, and if in writing, delivered or mailed      by the United States mail, or by overnight carrier or by telecopy to the      address of the Loan Party shown on the records of the Bank. Each Loan      Party agrees to send notices to the Bank, in writing, at such address as      provided by the Bank from time totime.                                                               |

----

|                            |                    |                                                           |
|----------------------------|-------------------------|----------------------------------------------------------------|
|                       |                    |                                                           |
|                       |  UBS      Bank USA |
|                       |                    | Variable Credit Line      Account Number: (if      applicable) |
|                       |                    |  5V                                                       |   |   |   |   |   |
|                       |                    | Fixed Credit Line      Account Number: (if      applicable)    |
|                       |                    |  5F                                                       |   |   |   |   |   |
|                       |                    |   SS#      / TIN                                     |   |
| Credit      Line Agreement |                    |                                                           | Internal      Use Only |

|                                                                     |                                                       |   |
|--------------------------------------------------------------------------|------------------------------------------------------------|--------|
| Schedule      I to UBS Bank USA Credit Line Agreement                    |                                                       |   |
| Schedule      of Percentage Spreads Over LIBOR or the UBS Bank USA Fixed |                                                       |
| Funding      Rate, as applicable                                         |                                                       |   |
| Aggregate      Approved Amount                                           | Spread      Over LIBOR/UBS BankUSA      Fixed Funding Rate |   |
| $100,000      to $249,999                                                | 5.00%                                                      |   |
| $250,000      to $499,999                                                | 3.00%                                                      |   |
| $500,000      to $999,999                                                | 2.00%                                                      |   |
| $1,000,000      to $2,499,999                                            | 1.75%                                                      |   |
| $2,500,000      to $4,999,999                                            | 1.50%                                                      |   |
| $5,000,000      and over                                                 | 1.25%                                                      |   |
|                                                                     |                                                       |   |
|                                                                     |                                                       |   |
| Schedule      II to UBS Bank USA Credit Line Agreement                   |                                                       |   |
| Schedule      of Percentage Spreads Over Prime                           |                                                       |   |
| Outstanding      Amount under Credit Line                                | Spread      Over Prime                                |   |
| $0      to $49,999                                                       | 3.50%                                                      |   |
| $50,000      to $99,999                                                  | 3.00%                                                      |   |

|                                                                    |
|-------------------------------------------------------------------------|
| NOTICE      TO CO-SIGNER (Traduccion en Ingles Se Requiere Por La  Ley) |

----

|   | UBS      Bank USA |   |
|--------|-------------------|--------|
|   |              |   |

|   |   |  KU  |   |   |
|--------|--------|----------------|--------|--------|

|                     |   |                |
|--------------------------|--------|---------------------|
| Credit      Line Account |   | Account      Number |
|                     | 5V     |                |
| Collateral      Account  |   | Account      Number |

|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| A.                     | The      Bank, UBS Financial Services Inc. and the Borrower each acknowledge and      agree that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Definitions            |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 1.                     | The      Agreement is amended by adding the following definitions in Section      1:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | “●      | “Additional      Payments” has the meaning specified in Section 5 g).                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |        ● | “ARS      Collateral” means any and all Collateral consisting of Auction Rate      Securities.                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |        ● | “ARS      Payments” has the meaning specified in Section 5 g).                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |        ● | “Auction      Rate Securities” means any and all securities determined by the Bank, in      its sole and absolute discretion, as being commonly referred to as      “Auction Rate Securities,” which, for greater certainty, include, without      limitation, debt securities on which the interest rate payable is      periodically re-set by an auction process and/or equity securities on      which any dividend payable is periodically re-set by an auction      process.                                     |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |        ● | “Taxable      SLARC Maximum Auction Rate” means the applicable “reset rate,” “maximum      auction rate” or other similar rate as may be specified in the prospectus      or other documentation governing any applicable Taxable Student Loan      Auction Rate Securities as representing the failed auction rate or similar      rate payable on such Auction Rate Securities, in each case expressed as a      per-annum rate and as calculated in the Bank’s sole and absolute      discretion. |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |        ● | “Taxable      Student Loan Auction Rate Securities” means any and all Auction Rate      Securities Collateral consisting of securities determined by the Bank, in      its sole and absolute discretion, as being commonly referred to as      “Student Loan Auction Rate Securities” and on which the interest or      dividend rate paid or payable to the Borrower by the issuer of such      securities is taxable to the Borrower.”                                                                         |
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| Terms      of Advances |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.                     | The      Agreement is amended by adding the following as Section 3    e):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                   | “The      Borrower acknowledges that the Bank will not make an Advance against the      ARS Collateral in amounts equal to the fair market or par value of the ARS      Collateral unless the Borrower arranges for another person or entity to      provide additional collateral or assurances on terms and conditions      satisfactory to the Bank. In requesting an Approved Amount equal to the      par value of the ARS Collateral, the Borrower has arranged for UBS      Financial Services Inc. to provide, directly or through a third party, the      pledge of additional collateral and/or assurances to the Bank so that the      Bank will consider making Advances from time to time in accordance with      the terms of this Agreement and in amounts equal to, in the aggregate, the      par value of the ARS Collateral at the date of an Advance. In addition,      the Borrower, the Bank and UBS Financial Services Inc. acknowledge and      agree that if (a) the Bank is repaid all of the Credit Line Obligations      due to the Bank under the Agreement and this Addendum and (b) as part of      such repayment, the Bank realizes on the additional collateral and/or      assurances pledged or otherwise provided by UBS Financial Services and/or      any such third party to the Bank, then the Agreement shall not terminate      and the Bank shall automatically assign to UBS Financial Services Inc. and      any such third party, and UBS Financial Services Inc. and any such third      party shall automatically assume and be subrogated to, all of the Bank’s      rights, claims and interest in and under the Agreement and this Addendum,      including without limitation, the security interest in the Collateral,      including without limitation the ARS Collateral, granted the Bank under      the Agreement and this Addendum (further including, without limitation,      interest, dividends, distributions, premiums, other income and payments      received in respect of any and all such Collateral) to the extent of the      amount that the Bank has realized on all or any part of the additional      collateral and/or assurances pledged or otherwise provided by UBS      Financial Services and/or any such third party to the Bank in order to      effect the repayment of the Credit Line Obligations due to the Bank under      the Agreement. Upon such automatic assignment and subrogation, UBS      Financial Services Inc. and any such third party shall be entitled to      directly exercise any and all rights and remedies afforded the Bank under      the Agreement, this Addendum and any and all other documents and      agreements entered into in connection with the Agreement and/or this      Addendum.” |

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|        |   | Credit      Line Account Number                5V |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                              |

| Interest |
|----------|
|     |   |
| 3.       | The      Agreement is amended by adding the following as a new Section 4 d),      Section 4 e) and Section 4 f): |
|     |   |   |   |
|     |   | “d) | Notwithstanding      anything to the contrary in this Agreement, and subject to the provisions      of Sections 4 e) and f) of this Agreement, the interest rate charged on      any and all outstanding Variable Rate Advances shall be the lesser of (i)      the amount prescribed by Sections 4 a), b), or c) of this Agreement, as      applicable, and (ii) the then applicable weighted average rate of interest      or dividend rate paid to the Borrower by the issuer of the ARS      Collateral. |
|     |   |   |   |
|     |   | e) | The      Bank and the Borrower acknowledge and agree that the Bank shall be      entitled to determine or adjust, at any time and from time to time, the      interest rate payable by the Borrower to the Bank on all or any part of      the outstanding Variable Rate Advances to reflect any changes in the      composition of the ARS Collateral, to address any inability to determine      interest rates, or for any other reason that, in the Bank’s sole and      absolute discretion, is necessary to give effect to the intent of the      provisions of this Agreement, including, without limitation, this Section      4 (it being acknowledged and agreed that the provisions of this Section 4      are intended to cause the interest payable by the Borrower under this      Agreement to equal the interest or dividend rate payable to the Borrower      by the issuer of any ARS Collateral) and any and all such adjustments by      the Bank hereunder shall be conclusive and binding on the Bank and the      Borrower absent manifest error. |
|     |   |   |   |
|     |   | f) | If      and to the extent that any or all of the ARS Collateral consists of      Taxable Student Loan Auction Rate Securities, then notwithstanding      anything to the contrary in this Agreement, when calculating such weighted      average interest rate, the interest rate paid to the Borrower with respect      to such Taxable Student Loan Auction Rate Securities shall be deemed to be      equal to (i) for the period from the date of this Addendum through and      including January 21, 2009, the applicable coupon rate(s) and (ii) from      January 22, 2009 and thereafter, the then applicable Taxable SLARC Maximum      Auction Rate, for, and to the extent of, such Taxable Student Loan Auction      Rate Securities. The Borrower will be charged interest on the Loan in      months in which the Borrower does not receive interest on the Taxable      Student Loan Auction Rate Securities.” |
|     |   |   |   |
| Payments |
|     |   |   |   |
| 4.       | The      Agreement is amended by adding the following as Section 5    g): |
|     |   |   |   |
|     | “The      Borrower will make additional payments (“Additional Payments”) as      follows: |
|     |   |   |   |
|     |   | ● | The      proceeds of any liquidation, redemption, sale or other disposition of all      or part of the ARS Collateral will be automatically transferred to the      Bank as payments. The amount of these payments will be determined by the      proceeds received in the Collateral Account, and may be as much as the      total Credit Line Obligations. |
|     |   |   |   |
|     |   | ● | All      other interest, dividends, distributions, premiums, other income and      payments that are received in the Collateral Account in respect of any ARS      Collateral will be automatically transferred to the Bank as payments.      These are referred to as “ARS Payments.” The amount of each ARS Payment      will vary, based on the proceeds received in the Collateral Account. The      Bank estimates that the ARS Payments will range from zero to fifteen      ($15.00) dollars per month per $1,000 in par value of Pledged ARS. The      Bank will notify the Borrower at least ten (10) days in advance of any ARS      Payment that falls outside of this range. If the Borrower would prefer to      have advance notice of each payment to be made to Advances, the Borrower      may cancel ARS Payments as described below. |
|     |   |   |   |
|     |   | ● | The      Borrower agrees that any cash, check or other deposit (other than a      deposit of securities) made to the Collateral Account is an individual      authorization to have such amount transferred to the Bank as a payment.      The amount of each payment is the amount of thedeposit. |
|     |   |   |   |
|     | Each      Additional Payment will be applied, as of the date received by the Bank,      in the manner set forth in the last sentence of Section 5 d). The Borrower      acknowledges that neither the Bank nor UBS Financial Services Inc. sets or      arranges for any schedule of Additional Payments. Instead, Additional      Payments will be transferred automatically from the Collateral Account      whenever amounts are received in the Collateral Account, generally on the      second Business Day after receipt. |
|     |   |   |   |
|     | The      Borrower may elect to stop ARS Payments at any time, and this election      will cancel all ARS Payments that would occur three (3) Business Days or      more after the Bank receives such notice. If the Borrower stops ARS      Payments, the Borrower will continue to be obligated to pay principal,      interest, and other amounts pursuant to the Agreement. If the Borrower      elects to cancel ARS Payments, all other Additional Payments will be      cancelled. Cancelling ARS Payments and Additional Payments may result in      higher interest charges by the Bank because amounts received in the      Collateral Account will not be automatically transferred and credited. Any      amounts received in the Collateral Account will remain in the Collateral      Account unless the Bank permits you to withdraw all or part of such      amounts. Your notice to cancel must be sent to: Attention: Head of Credit      Risk Monitoring, UBS Bank USA, 299 South Main Street, Suite 2275, Salt      Lake City, Utah 84111, or call (801) 741-0310. |
|     |   |
|     | Important      Disclosure About Required Payments. If Additional Payments are      sufficient to pay all accrued interest on Advances on or before a due      date, then the Borrower need not make an additional interest payment.      Excess Additional Payments will be applied against principal. However, if      Additional Payments are not sufficient to pay all accrued interest on      Advances on or before a due date, then the Bank may, in its sole      discretion (1) capitalize unpaid interest as an additional Advance, or (2)      require the Borrower to make payment of all accrued and unpaid      interest.” |

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|  |   | Credit      Line Account Number                5V |
|--|--------|-----------------------------------------------------------------------------------------------------------------------------------|

|   | “g) | If      at any time there are Credit Line Obligations outstanding under the Credit      Line, then in connection with any ARS Collateral, if at any time any such      ARS Collateral may be sold, exchanged, redeemed, transferred or otherwise      conveyed by the Borrower for gross proceeds that are, in the aggregate,      not less than the par value of such Auction Rate Securities to any party,      including, without limitation, to UBS Financial Services Inc. and/or any      of its affiliates (any such sale, exchange, redemption, transfer or      conveyance referred to herein as an “ARS Liquidation”), the Borrower      agrees (i) to immediately effect such ARS Liquidation to the extent      necessary to satisfy all Credit Line Obligations in full and (ii) that the      proceeds of any such ARS Liquidation so effected shall be immediately and      automatically used to pay down any and all such outstanding Credit Line      Obligations to the extent of such proceeds. The Borrower hereby      acknowledges and agrees with the Bank and directs UBS Financial Services      Inc. that to the extent permitted by applicable law, this Section 11 g)      shall constitute an irrevocable instruction, direction and standing sell      order to UBS Financial Services Inc. to effect an ARS Liquidation to the      extent it is possible to do so at any time during the term of this      Agreement. The Borrower further agrees with the Bank and UBS Financial      Services Inc. to execute and deliver to the Bank and/or UBS Financial      Services Inc. such further documents and agreements as may be necessary in      the sole and absolute discretion of the Bank and/or UBS Financial Services      Inc. to effect the foregoing irrevocable instruction, direction and      standing sell order.” |
|--------|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 8.     | a)     |        | Schedule      I of the Agreement is amended in its entirety to read as      follows:                                       |
|--------|--------|--------|----------------------------------------------------------------------------------------------------------------------------|
|   |   |   | $25,001      to $499,999                                                                                                   | 2.750% |
|   |   |   | $500,000      to $999,999                                                                                                  | 1.750% |
|   |   |   | $1,000,000      to $4,999,999                                                                                              | 1.500% |
|   |   |   | $5,000,000      and over                                                                                                   | 1.250% |
|   |   |   |                                                                                                                       |
|   | b)     |   | Schedule      II of the Agreement is deleted in its entirety and replaced with:      “[IntentionallyDeleted].” |

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|  |   | Credit      Line Account Number                5V |
|--|--------|-----------------------------------------------------------------------------------------------------------------------------------|

| 9. | The      Bank and the Borrower acknowledge and agree that notwithstanding anything      to the contrary in the Agreement: (a) the Borrower shall not request and      the Bank shall not make a Fixed Rate Advance; and (b) there shall be no      Prime Credit Line facilities available under the  Agreement. |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 10. | If      at any time the Bank exercises its right of demand under Section 5 a),      Section 5 b) and Section 10 b) of the Loan Agreement for any reason other      than (i) the occurrence of an Event under Sections 10 a) (iv), (v), (vii),      (ix) (if and to the extent any indebtedness specified thereunder is to the      Bank or any of the Bank’s affiliates), or (xi) of the Agreement; or (ii)      in connection with any termination for cause by UBS Financial Services      Inc. of the overall customer relationship between UBS Financial Services      Inc. and the Borrower or its affiliates, then UBS Financial Services Inc.      shall, or shall cause one or more of its affiliates, to provide as soon as      reasonably possible, alternative financing on substantially the same terms      and conditions as those under the Agreement and the Bank agrees that the      Agreement shall remain in full force and effect until such time as such      alternative financing has beenestablished. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 11. | Notwithstanding      anything to the contrary in the Agreement, the Bank and the Borrower      acknowledge and agree that UBS Financial Services Inc. or any affiliate      thereof may, in its sole and absolute discretion, elect to: (i) provide      additional collateral to the Bank in the form of United States Treasury      Securities if and to the extent that the Borrower does not maintain in a      Collateral Account, Collateral having an aggregate lending value as      specified by the Bank from time to time; and/or (ii) satisfy any and all      amounts of accrued and unpaid interest that are otherwise due and payable      by the Borrower to the Bank under the Agreement, to the extent that the      amount of any Additional Payments under the Agreement are insufficient to      satisfy any and all such amounts. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 13. | The      Bank and the Borrower acknowledge and agree that notwithstanding anything      to the contrary in the Agreement, the Credit Line shall not have Credit      Line checks. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 14. | The      headings of each of Section of this Addendum is for descriptive purposes      only and shall not be deemed to modify or qualify the terms, conditions,      rights or obligations described in suchSection. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| B. | This      Addendum may be signed in multiple original counterparts, each of which      shall be deemed an original and all of which together shall constitute one      and the same instrument. |
|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|  |   | Credit      Line Account Number                5V |
|--|--------|-----------------------------------------------------------------------------------------------------------------------------------|

|   |   |                      |   |      |
|--------|--------|---------------------------|--------|-----------|
| Date   |   | Print      Name and Title |   | Signature |
|   |   |                      |   |      |
| Date   |   | Print      Name and Title |   | Signature |

|   | UBS      BANK USA                |
|--------|----------------------------------|
|   |                             |   |
|   | By:                              |   |
|   |                             |   |
|   | Name:                            |   |
|   |                             |   |
|   | Title:                           |   |
|   |                             |   |
|   | By:                              |   |
|   |                             |   |
|   | Name:                            |   |
|   |                             |   |
|   | Title:                           |   |
|   |                             |   |
|   | UBS      FINANCIAL SERVICES INC. |
|   |                             |   |
|   | By:                              |   |
|   |                             |   |
|   | Name:                            |   |
|   |                             |   |
|   | Title:                           |   |
|   |                             |   |
|   | By:                              |   |
|   |                             |   |
|   | Name:                            |   |
|   |                             |   |
|   | Title:                           |   |
|   |                             |   |
|   | Date:                            |   |   |

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