ex10-1.htm


    
      

    

    Exhibit
10.1



    
      
        
          
            
              
                	
                        

                      	 
      	 
      
	 	 	 
	 
      	
                         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

                      


              

            

          

        

      

    

     

    Borrower
Agreement

     

    BY
SIGNING BELOW, THE BORROWER UNDERSTANDS, ACKNOWLEDGES AND AGREES
THAT:

    
      	 
      	 
      
	
              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.

            


    

     

    IN
WITNESS WHEREOF, the undersigned (“Borrower”) has signed this Agreement, or has
caused this Agreement to be signed in its name by its duly authorized
representatives, as of the date indicated below.                                                  DATE:
_____________________

     

    Name
of Borrower:

     

    
      
        
          	
                  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 of
Borrower)

                


        

      

    

     

    The
authorized signatory of the Borrower must be one of the Authorized Persons
designated on the applicable UBS Bank USA supplemental form excecuted by the
Borrower (e.g., the Supplemental Corporate Resolution Form (HP
Form)).

     

    
      
        
          
            ©2009
UBS Bank USA. All rights reserved.

            Sign
and date the application on page 4

          

           


        

        
          4

          
            

          

        

        
           


        

      

    

     

     

    
      	
              

            	 
      	 
      
	 	 	 
	 
      	
               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

            


    

     

    Credit
Line Agreement - Demand Facility

     

    THIS
CREDIT LINE AGREEMENT (as it may be amended, supplemented or otherwise modified
from time to time, this “Agreement”) is made by and between the party or parties
signing as the Borrower on the Application to which this Agreement is attached
(together and individually, the “Borrower”) and UBS Bank USA (the “Bank”) and,
together with the Application, establishes the terms and conditions that will
govern the uncommitted demand loan facility made available to the Borrower by
the Bank. This Agreement becomes effective upon the earlier of (i) notice from
the Bank (which notice may be oral or written) to the Borrower that the Credit
Line has been approved and (ii) the Bank making an Advance to the
Borrower.

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	 
      	 
      
	
                                  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
      Credit
Line.

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            ©2009
UBS Bank USA. All rights reserved.

            Sign
and date the application on page 4

          

           


        

        
          5

          
            

          

        

        
           


        

      

    

     

    
      	
              

            	 
      	 
      
	 	 	 
	 
      	
               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 the
report.

                
	 
      	 
      	 
      
	 
      	
                  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 the
Borrower.

                


        

      

    

     

    
      
        
          
            ©2009
UBS Bank USA. All rights reserved.

            Sign
and date the application on page 4

          

           


        

        
          6

          
            

          

        

        
           


        

      

    

     

    
      	
              

            	 
      	 
      
	 	 	 
	 
      	
               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 ON
DEMAND.

            
	 
      	 
      	 
      
	 
      	
              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 as
follows:

            


    

     

     

    
      
        
          	 
      	
                  (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 accrued
interest.

                


        

      

    

     

    
      
        
          
            ©2009
UBS Bank USA. All rights reserved.

            Sign
and date the application on page 4

          

           


        

        
          7

          
            

          

        

        
           


        

      

    

    
      	
              

            	 
      	 
      
	 	 	 
	 
      	
               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”).

              


      

    

     

    
      
        
          
            ©2009
UBS Bank USA. All rights reserved.

            Sign
and date the application on page 4

          

           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    
      	
              

            	 
      	 
      
	 	 	 
	 
      	
               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.

                


        

      

    

     

    
      
        
          
            ©2009
UBS Bank USA. All rights reserved.

            Sign
and date the application on page 4

          

           


        

        
          9

          
            

          

        

        
           


        

      

    

     

    
      	
              

            	 
      	 
      
	 	 	 
	 
      	
               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.

                


        

      

    

     

    
      
        
          
            ©2009
UBS Bank USA. All rights reserved.

            Sign
and date the application on page 4

          

           


        

        
          10

          
            

          

        

        
           


        

      

    

     

    
      	
              

            	 
      	 
      
	 	 	 
	 
      	
               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 AND ACCEPTED
      BY BANK IN THE STATE OF UTAH, OR IF THIS APPLICATION
      AND AGREEMENT IS DELIVERED TO BANK’S AGENT, UBS
      FINANCIAL SERVICES INC., IT WILL BE RECEIVED AND ACCEPTED
      WHEN RECEIVED BY UBS FINANCIAL SERVICES INC.’S UNDERWRITING
      DEPARTMENT. DELIVERY OF THE APPLICATION AND
      AGREEMENT TO THE BORROWER’S FINANCIAL ADVISOR AT
      UBS FINANCIAL SERVICES INC. WILL NOT BE CONSIDERED RECEIPT
      OR ACCEPTANCE BY BANK. ALL DECISIONS MADE BY BANK
      REGARDING THE CREDIT LINE WILL BE MADE IN
    UTAH.

                                    
	 
      	 
      	 
      
	 
      	
                                      THIS
      AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN
      ACCORDANCE WITH, THE LAWS OF THE STATE OF UTAH APPLICABLE
      TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY
      IN THE STATE OF UTAH AND, IN CONNECTION WITH THE
      CHOICE OF LAW GOVERNING INTEREST, THE FEDERAL LAWS
      OF THE UNITED STATES, EXCEPT THAT WITH RESPECT TO
      THE COLLATERAL ACCOUNT AND THE BANK’S SECURITY INTEREST
      THEREIN, THIS AGREEMENT SHALL BE GOVERNED BY AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
      OF NEW YORK, INCLUDING, WITHOUT LIMITATION, THE NEW
      YORK UNIFORM COMMERCIAL CODE, AND FOR PURPOSES OF
      THIS AGREEMENT, THE COLLATERAL ACCOUNT AND THE BANK’S
      SECURITY INTEREST THEREIN, THE JURISDICTION OF UBS FINANCIAL
      SERVICES INC. AND UBS-I SHALL BE DEEMED TO BE THE STATE
      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.

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            ©2009
UBS Bank USA. All rights reserved.

            Sign
and date the application on page 4

          

           


        

        
          11

          
            

          

        

        
           


        

      

    

     

    
      	
              

            	 
      	 
      
	 	 	 
	 
      	
               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 to
time.

                  


          

        

      

    

     

    
      
        
          
            ©2009
UBS Bank USA. All rights reserved.

            Sign
and date the application on page 4

          

           


        

        
          12

          
            

          

        

        
           


        

      

    

     

    
      	
              

            	 
      	 
      
	 	 	 
	 
      	
               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 Bank

                      USA
      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)

                    


            

          

        

      

    

     

    You are
being asked to guarantee this debt. Think carefully before you do. If the
borrower doesn’t pay the debt, you will have to. Be sure you can afford to pay
if you have to, and that you want to accept this responsibility.

     

    You may
have to pay to the full amount of the debt if the borrower does not pay. You may
also have to pay late fees or collection costs, which increase this
amount.

     

    The
creditor can collect this debt from you without first trying to collect from the
borrower. The creditor can use the same collection methods against you that can
be used against the borrower, such as suing you, garnishing your wages, etc. If
this debt is ever in default, that fact may become a part of your credit
record.

     

    This
notice is not the contract that makes you liable for the debt.

     

    AVISO
PARA EL FIADOR (Spanish Translation Required By Law)

     

    Se le
esta pidiendo que garantice esta deuda. Pienselo con cuidado antes de ponerse de
acuerdo. Si la persona que ha pedido este prestamo no paga la deuda, usted
tendra que pagarla. Este seguro de que usted podra pagar si sea obligado a
pagarla y de que usted desea aceptar la responsabilidad.

     

    Si la
persona que ha pedido el prestamo no paga la deuda, es posible que usted tenga
que pagar la suma total de la deuda, mas los cargos por tardarse en el pago o el
costo de cobranza, lo cual aumenta el total de esta suma.

     

    El
acreedor (financiero) puede cobrarle a usted sin, primeramente, tratar de
cobrarle al deudor. Los mismos metodos de cobranza que pueden usarse contra el
deudor, podran usarse contra usted, tales como presentar una demanda en corte,
quitar parte de su sueldo, etc. Si alguna vez no se cumpla con la obligacion de
pagar esta deuda, se puede incluir esa informacion en la historia de credito de
usted.

     

    Este
aviso no es el contrato mismo en que se le echa a usted la responsabilidad de la
deuda.

     

    
      
        
          
            ©2009
UBS Bank USA. All rights reserved.

            Sign
and date the application on page 4

          

           


        

        
          13

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            	 
      	
                    UBS
      Bank USA

                  	 
      
	 	 	 


          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        	 
      	 
      	
                                 

                                KU

                                 

                              	 
      	 
      


                      

                    

                  

                

              

            

          

        

      

       

      ADDENDUM
TO CREDIT LINE ACCOUNT APPLICATION AND

      AGREEMENT

      
        
          	 
      	 
      	 
      
	
                  Credit
      Line Account

                	
                   

                	
                  Account
      Number

                
	 	
                  5V

                	 
	
                  Collateral
      Account

                	 
      	
                  Account
      Number

                


        

      

       

      This
Addendum (this “Addendum”) is attached to, incorporated by reference into and is
fully a part of the Credit Line Account Application and Agreement between UBS
Bank USA (the “Bank”) and the borrower named in the signature area below (the
“Borrower”), dated as of the date hereof (as amended or otherwise modified from
time to time, the “Agreement”). This Addendum and the Agreement shall not become
effective and binding upon the Bank until this Addendum has been executed by the
Borrower and accepted by the Bank at its home office. Any conflict between the
terms of the Agreement and this Addendum shall be resolved in accordance with
the terms of this Addendum. Defined terms used herein to have the respective
meanings set forth in the Agreement unless otherwise defined in this
Addendum.

      
        
          
            
              
                
                  
                    	 
      	 
      	 
      	 
      
	
                            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.”

                          
	 
      	 
      	 
      	 
      
	
                            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.”

                          


                  

                

              

            

          

        

      

       

      
        
           


        

        
          1 of
5

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  	
                          

                        	 
      	
                          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 the
deposit.

                        
	 
      	 
      	 
      	 
      
	 
      	
                          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.”

                        


                

              

            

          

        

      

       

      
        
           


        

        
          2 of
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                      Credit
      Line Account Number

                                      5V

                    


            

          

        

         

         

         

        Remedies

         

        5.           The
Agreement is amended by adding the following as Section 10
e):

         

        “The
Borrower agrees that in the event the Bank determines to liquidate or sell any
Collateral, the Bank shall, to the fullest extent permitted by applicable law,
have the right to do so in any manner, including, without limitation, the sale
of Collateral individually or in a block, for cash or for credit, in a public or
private sale, with or without public notice, through the use of sealed bids or
otherwise, with the aid of any advisor or agent who may be an affiliate of the
Bank or in any other manner as the Bank in its sole discretion shall choose. The
Borrower acknowledges that the price the Bank obtains for Collateral in the
Bank’s chosen method of sale may be lower than might be otherwise obtained in
another method of sale, and the Borrower hereby agrees that any such sale shall
not be considered to be not commercially reasonable solely because of such lower
price. The Borrower understands that there may not be a liquid market for the
Collateral and that, as a result, the price received for the Collateral upon
liquidation or sale by the Bank may be substantially less than the Borrower paid
for such Collateral or than the last market value available for it, if any. The
Borrower further agrees that any sale by the Bank shall not be considered to be
not commercially reasonable solely because there are few (including only one) or
no third parties who submit bids or otherwise offer to buy the Collateral. The
Borrower understands that the Bank’s sale of any of the Collateral may be
subject to various state and federal property and/or securities laws and
regulations, and that compliance with such laws and regulations may result in
delays and/or a lower price being obtained for the Collateral. The Borrower
agrees that the Bank shall have the right to restrict any prospective purchasers
to those who, in the Bank’s sole discretion, the Bank deems to be qualified. The
Borrower acknowledges that the Bank shall have sole authority to determine,
without limitation, the time, place, method of advertisement and manner of sale
and that the Bank may delay or adjourn any such sale in its sole discretion. The
Borrower expressly authorizes the Bank to take any action with respect to the
Collateral as the Bank deems necessary or advisable to facilitate any
liquidation or sale, and the Borrower agrees that the Bank shall not be held
liable for taking or failing to take any such action, regardless if a greater
price may have been obtained for the Collateral if such action was or was not
taken, as applicable. The Borrower hereby waives, to the fullest extent
permitted by law, any legal right of appraisal, notice, valuation, stay,
extension, moratorium or redemption that the Borrower would otherwise have with
respect to a sale of the Collateral.”

         

        Representations,
Warranties and Covenants by the Loan Parties

         

        6.           The
Agreement is amended by adding the following as Section 11
g):

         

        
          	
                   
      

                	
                  “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.”

                


        

         

        Waivers

         

        7.           The
Agreement is amended by adding the following as Section
21:

         

        “The
Borrower hereby (i) acknowledges and admits its indebtedness and obligations to
the Bank under the Agreement; and (ii) acknowledges, admits and agrees that it
has no and shall assert no defenses, offsets, counterclaims or claims in respect
of its obligations under the Agreement, in each case notwithstanding any claim
or asserted claim that it may have, or purport to have, against any affiliate of
the Bank.”

         

        Schedules
I and II

         

        
          
            
              
                
                  
                    	
                            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:
      “[Intentionally
Deleted].”

                          


                  

                

              

            

          

        

        
          
            
              
                
                  
                  

                

              

            

          

        

        
          
          

        


        
          
             


          

          
            3 of
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                      Credit
      Line Account Number

                                      5V

                    


            

          

        

         

         

         

        No
Fixed Rate Advances/Prime Credit Lines

         

        
          	
                  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.

                


        

         

        Alternative
Financing

         

        
          	
                  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 been
established.

                


        

         

        Margin
Calls; Interest Payments

         

        
          	
                  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.

                


        

         

        Collateral
Account Features

         

        12.           
Section 8 f) of the Agreement is deleted in its entirety and replaced with the
following:

         

        “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. If a Collateral
Account has Resource Management Account® or Business
Services Account BSA® features, such as check writing, cards, bill payment, or
electronic funds transfer services, all such features shall be removed by UBS
Financial Services Inc. or UBS International Inc., as applicable.”

         

        No
Credit Line Checks

         

        
          	
                  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.

                


        

         

        Headings

         

        
          	
                  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 such
Section.

                


        

         

        
          	
                  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.

                


        

         

        [Signature
page(s) follows]


        
          
             


          

          
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                    Credit
      Line Account Number

                                    5V

                  


          

        

         

         

         

        IN
WITNESS WHEREOF, each of the parties has signed this Addendum pursuant to due
and proper authority as of the date set forth below.

        
          	 
      	 
      	 
      	 
      	 
      
	
                  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:

                      	 
      	 
      


              

            

          

        

         

         

        
          
             


          

          
            5 of
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        Re:
Account Number (the “Account”)

         

        ADDENDUM
TO CLIENT’S AGREEMENT

         

        The
attached “Credit Line Agreement” sets forth certain terms related to the
extension of credit by UBS Bank USA (The “Bank”) with respect to certain assets
held through the above-referenced non-discretionary corporate cash management
Account with UBS Financial Services Inc. (the “Firm”). The party signing this
Addendum as Client where indicated below (the “Client”) understands and agrees
that, notwithstanding anything to the contrary contained in either the Credit
Line Agreement (including without limitation Section 19 of the Credit Line
Agreement) or the existing Corporate Cash Management Account Agreement
applicable to the Account, as amended from time to time (the “Account
Agreement”), the terms of the Credit Line Agreement supplement, but do not
replace, the existing Account Agreement as follows: (i) the terms of the Credit
Line Agreement (as amended from time to time, in accordance with its terms)
shall govern with respect to any matters, issues or disputes related directly
to, or arising directly from, the extension of credit and/or the status of
Client as borrower and the Bank as lender pursuant to the Credit Line Agreement
(e.g., matters relating to the loan account(s) established at the Bank pursuant
to the Credit Line Agreement, and/or the indemnification of the Bank as a
lender); and (ii) the terms of the Account Agreement (as amended from time to
time, in accordance with its terms) shall govern with respect to all other
matters (e.g., matters relating to the Account established at the Firm pursuant
to the Account Agreement, the Firm’s trading authority and activities and/or the
indemnification of the Firm for the services it provides under the Account
Agreement).

         

        Without
limiting the generality of the foregoing, Client further understands and agrees
that:

         

        (A) If
applicable, Client may continue to receive certain reporting relative to the
Account from its Financial Advisor that are in addition to the official monthly
statements that the Firm provides (“Financial Advisor Reports”). As noted in the
disclaimer page for those Financial Advisor Reports, the Financial Advisor
Reports are for informational purposes only and Client should rely on the Firm’s
monthly account statements and trade confirmations as the official records
relative to the Account. There may be differences between the Financial Advisor
Reports and the Firm’s monthly statements and trade confirmations. The
disclaimer page of the Financial Advisor Reports sets forth important terms and
conditions applicable to the Financial Advisor Reports. Client’s receipt of
Financial Advisor Reports constitutes Client’s agreement to, and acceptance of,
those terms and conditions.

         

        (B)
Solely with respect to disputes arising out of the extension of credit and/or
the status of Client as borrower and the Firm as lender pursuant to the Client’s
Agreement, the choice of law provisions of Paragraph 17 of the Client’s
Agreement and the arbitration provisions of Paragraph 19 of the Client’s
Agreement shall govern. With respect to any other disputes relating to the
Account, the terms of the Account Agreement regarding choice of law and the
arbitration of disputes shall continue to govern.

         

        (C) If
Client elected or in the future elects to adopt the Firm’s “Addendum Granting
Limited Authority to Invest in Money Market Funds For Non-Discretionary
Corporate Cash Management Accounts,” the Firm may continue to exercise the
limited discretion described therein with respect to the Account.

         

        (D) If
Client elected or in the future elects to adopt the “Investment Policy
Submission Addendum For Non-Discretionary Corporate Cash Management Accounts,”
the terms set forth therein shall continue to govern with respect to the Account
and any investment policy statement associated with the
Account.


        
          
             


          

          
            
            

            
              

            

          

          
             


          

        


        Acknowledged
and agreed this _________________ day of _______________, 2008.

         

        Client’s
Name:

         

        By:

         

        Name:

         

        Title: