**Exhibit 10.15**

 

PSA

THEBOND MARKET

TRADEASSOCIATION

 

**MASTER**

**REPURCHASE AGREEMENT**

SEPTEMBER 1996 VERSION

 

Dated as of June 22,2004

 

**Between:**

 

**NOMURASECURITIES INTERNATIONAL, INC.**

 

**and**

 

**AETHERSYSTEMS INC. by FBR INVESTMENT MANAGEMENT INC., as AGENT**

 

# **1.**                                      Applicability

# ** **

From time to time theparties hereto may enter into transactions in which one party (“Seller”) agreesto transfer to the other (“Buyer”) securities or other assets (“Securities”)against the transfer of funds by Buyer, with a simultaneous agreement by Buyerto transfer to Seller such Securities at a date certain or on demand, againstthe transfer of funds by Seller.  Eachsuch transaction shall be referred to herein as a “Transaction” and, unlessotherwise agreed in writing, shall be governed by this Agreement, including anysupplemental terms or conditions contained in Annex I hereto and in any otherannexes identified herein or therein as applicable hereunder.

 

# **2.**                                      Definitions

# ** **

## (a)                                  “Actof Insolvency”, with respect to any party; (i) the commencement by such partyas debtor of any case or proceeding under any bankruptcy, insolvency,reorganization, liquidation, moratorium, dissolution, delinquency or similarlaw, or such party seeking the appointment or election of a receiver,conservator, trustee, custodian or similar official for such party or anysubstantial part of its property, or the convening of any meeting of creditorsfor purposes of commencing any such case or proceeding or seeking such anappointment or election, (ii) the commencement of any such case or proceedingagainst such party, or another seeking such an appointment or election, or thefiling against a party of an application for a protective decree under theprovisions of the Securities Investor Protection Act of 1970, which (A) isconsented to or not timely contested by such party, (B) results in the entry ofan order for relief, such an appointment or election, the issuance of such aprotective decree or the entry of an order having a similar effect, or (C) isnot dismissed within 15 days, (iii) the making by such party of a generalassignment for the benefit of creditors, or (iv) the admission in writing bysuch party of such party’s inability to pay such party’s debts as they becomedue;

 

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## (b)                                 “AdditionalPurchased Securities”, Securities provided by Seller to Buyer pursuant toParagraph 4(a) hereof;

##  

## (c)                                  “Buyer’sMargin Amount”, with respect to any Transaction as of any date, the amountobtained by application of the Buyer’s Margin Percentage to the RepurchasePrice for such Transaction as of such date;

##  

## (d)                                 “Buyer’sMargin Percentage”, with respect to any Transaction as of any date, apercentage (which may be equal to the Seller’s Margin Percentage) agreed to byBuyer and Seller or, in the absence of any such agreement, the percentageobtained by dividing the Market Value of the Purchased Securities on thePurchase Date by the Purchase Price on the Purchase Date for such Transaction;

##  

## (e)                                  “Confirmation”,the meaning specified in Paragraph 3(b) hereof;

##  

## (f)                                    “Income”,with respect to any Security at any time, any principal thereof and allinterest, dividends or other distributions thereon;

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## (g)                                 “MarginDeficit”, the meaning specified in Paragraph 4(a) hereof;

##  

## (h)                                 “MarginExcess”, the meaning specified in Paragraph 4(b) hereof;

##  

## (i)                                     “MarginNotice Deadline” the time agreed to by the parties in the relevantConfirmation, Annex I hereto or otherwise as the deadline for giving noticerequiring same-day satisfaction of margin maintenance obligations as providedin Paragraph 4 hereof (or, in the absence of any such agreement, the deadlinefor such purposes established in accordance with market practice);

##  

## (j)                                     “MarketValue”, with respect to any Securities as of any date, the price for suchSecurities on such date obtained from a generally recognized source agreed toby the parties or the most recent closing bid quotation from such a source,plus accrued Income to the extent not included therein (other than any Incomecredited or transferred to, or applied to the obligations of, Seller pursuantto Paragraph 5 hereof) as of such date (unless contrary to market practice forsuch Securities);

##  

## (k)                                  “PriceDifferential”, with respect to any Transaction as of any date, the aggregateamount obtained by daily application of the Pricing Rate for such Transactionto the Purchase Price for such Transaction on a 360 day per year basis for theactual number of days during the period commencing on (and including) thePurchase Date for such Transaction and ending on (but excluding) the date ofdetermination (reduced by any amount of such Price Differential previously paidby Seller to Buyer with respect to such Transaction);

##  

## (l)                                     “PricingRate”, the per annum percentage rate for determination of the PriceDifferential;

##  

## (m)                               “PrimeRate”, the prime rate of U.S. commercial banks as published in The Wall StreetJournal (or, if more than one such rate is published, the average of suchrates);

 

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## (n)                                 “PurchaseDate” the date on which Purchased Securities are to be transferred by Seller toBuyer;

##  

## (o)                                 “PurchasePrice”, (i) on the Purchase Date, the price at which Purchased Securities aretransferred by Seller to Buyer, and (ii) thereafter, except where Buyer andSeller agree otherwise, such price increased by the amount of any cashtransferred by Buyer to Seller pursuant to Paragraph 4(b) hereof and decreasedby the amount of any cash transferred by Seller to Buyer pursuant to Paragraph4(a) hereof or applied to reduce Seller’s obligations under clause (ii) of Paragraph5 hereof;

##  

## (p)                                 “PurchasedSecurities”, the Securities transferred by Seller to Buyer in a Transactionhereunder, and any Securities substituted therefore in accordance withParagraph 9 hereof.  The term “PurchasedSecurities” with respect to any Transaction at any time also shall includeAdditional Purchased Securities delivered pursuant to Paragraph 4(a) hereof andshall exclude Securities returned pursuant to Paragraph 4(b) hereof;

##  

## (q)                                 “RepurchaseDate”, the date on which Seller is to repurchase the Purchased Securities fromBuyer, including any date determined by application of the provisions ofParagraph 3(c) or 11 hereof;

##  

## (r)                                    “RepurchasePrice”, the price at which Purchased Securities are to be transferred fromBuyer to Seller upon termination of a Transaction, which will be determined ineach case (including Transactions terminable upon demand) as the sum of thePurchase Price and the Price Differential as of the date of such determination;

##  

## (s)                                  “Seller’sMargin Amount”, with respect to any Transaction as of any date, the amountobtained by application of the Seller’s Margin Percentage to the RepurchasePrice for such Transaction as of such date;

##  

## (t)                                    “Seller’sMargin Percentage”, with respect to any Transaction as of any date, apercentage (which may be equal to the Buyer’s Margin Percentage) agreed to byBuyer and Seller or, in the absence of any such agreement, the percentageobtained by dividing the Market Value of the Purchased Securities on thePurchase Date by the Purchase Price on the Purchase Date for such Transaction.

 

# **3.**                                      Initiation;Confirmation; Termination

# ** **

## (a)                                  Anagreement to enter into a Transaction may be made orally or in writing at theinitiation of either Buyer or Seller. On the Purchase Date for the Transaction,the Purchased Securities shall be transferred to Buyer or its agent against thetransfer of the Purchase Price to an account of Seller.

##  

## (b)                                 Uponagreeing to enter into a Transaction hereunder, Buyer or Seller (or both), asshall be agreed, shall promptly deliver to the other party a writtenconfirmation of each Transaction (a “Confirmation”). The Confirmation shalldescribe the Purchased Securities (including CUSIP number, if any), identifyBuyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price,(iii) the Repurchase Date, unless the Transaction is to be terminable ondemand, (iv) the Pricing Rate

 

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## or Repurchase Price applicable to the Transaction, and (v) anyadditional terms or conditions of the Transaction not inconsistent with thisAgreement. The Confirmation, together with this Agreement, shall constituteconclusive evidence of the terms agreed between Buyer and Seller with respectto the Transaction to which the Confirmation relates, unless with respect tothe Confirmation specific objection is made promptly after receiptthereof.  In the event of any conflictbetween the terms of such Confirmation and this Agreement, this Agreement shallprevail.

##  

## (c)                                  Inthe case of Transactions terminable upon demand, such demand shall be made byBuyer or Seller, no later than such time as is customary in accordance withmarket practice, by telephone or otherwise on or prior to the business day onwhich such termination will be effective. On the date specified in such demand, or on the date fixed fortermination in the case of Transactions having a fixed term, termination of theTransaction will be effected by transfer to Seller or its agent of thePurchased Securities and any Income in respect thereof received by Buyer (andnot previously credited or transferred to, or applied to the obligations ofSeller pursuant to Paragraph 5 hereof) against the transfer of the RepurchasePrice to an account of Buyer.

 

# **4.**                                      MarginMaintenance

# ** **

## (a)                                  Ifat any time the aggregate Market Value of all Purchased Securities subject toall Transactions in which a particular party hereto is acting as Buyer is lessthan the aggregate Buyer’s Margin Amount for all such Transactions (a “MarginDeficit”), then Buyer may by notice to Seller require Seller in suchTransactions, at Seller’s option, to transfer to Buyer cash or additionalSecurities reasonably acceptable to Buyer (“Additional Purchased Securities”),so that the cash and aggregate Market Value of the Purchased Securities,including any such Additional Purchased Securities, will thereupon equal orexceed such aggregate Buyer’s Margin Amount (decreased by the amount of anyMargin Deficit as of such date arising from any Transactions in which suchBuyer is acting as Seller).

##  

## (b)                                 Ifat any time the aggregate Market Value of all Purchased Securities subject toall Transactions in which a particular party hereto is acting as Seller exceedsthe aggregate Seller’s Margin Amount for all such Transactions at such time (a “MarginExcess”), then Seller may by notice to Buyer require Buyer in suchTransactions, at Buyer’s option, to transfer cash or Purchased Securities toSeller, so that the aggregate Market Value of the Purchased Securities, afterdeduction of any such cash or any Purchased Securities so transferred, willthereupon not exceed such aggregate Seller’s Margin Amount (increased by theamount of any Margin Excess as of such date arising from any Transactions inwhich such Seller is acting as Buyer).

##  

## (c)                                  Ifany notice is given by Buyer or Seller under subparagraph (a) or (b) of thisParagraph at or before the Margin Notice Deadline on any business day, theparty receiving such notice shall transfer cash or Additional PurchasedSecurities as provided in such subparagraph no later than the close of businessin the relevant market on such day.  Ifany such notice is given after the Margin Notice Deadline,

 

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## the party receiving such notice shall transfer such cash or Securitiesno later than the close of business in the relevant market on the next businessday following such notice.

##  

## (d)                                 Anycash transferred pursuant to this Paragraph shall be attributed to suchTransactions as shall be agreed upon by Buyer and Seller.

##  

## (e)                                  Sellerand Buyer may agree, with respect to any or all Transactions hereunder, thatthe respective rights of Buyer or Seller (or both) under subparagraphs (a) and(b) of this Paragraph may be exercised only where a Margin Deficit or MarginExcess, as the case may be, exceeds a specified dollar amount or a specifiedpercentage of the Repurchase Prices for such Transactions (which amount orpercentage shall be agreed to by Buyer and Seller prior to entering into anysuch Transactions).

##  

## (f)                                    Sellerand Buyer may agree, with respect to any or all Transactions hereunder, thatthe respective rights of Buyer and Seller under subparagraphs (a) and (b) ofthis Paragraph to require the elimination of a Margin Deficit or a MarginExcess, as the case may be, may be exercised whenever such a Margin Deficit orMargin Excess exists with respect to any single Transaction hereunder(calculated without regard to any other Transaction outstanding under thisAgreement).

##  

# **5.**                                      Income Payments

# ** **

Seller shall be entitledto receive an amount equal to all Income paid or distributed on or in respectof the Securities that is not otherwise received by Seller, to the full extentit would be so entitled if the Securities had not been sold to Buyer. Buyershall, as the parties may agree with respect to any Transaction (or, in theabsence of any such agreement, as Buyer shall reasonably determine in itsdiscretion), on the date such Income is paid or distributed either (i) transferto or credit to the account of Seller such Income with respect to any PurchasedSecurities subject to such Transaction or (ii) with respect to Income paid incash, apply the Income payment or payments to reduce the amount, if any, to hetransferred to Buyer by Seller upon termination of such Transaction. Buyershall not be obligated to take any action pursuant to the preceding sentence(A) to the extent that such action would result in the creation of a MarginDeficit, unless prior thereto or simultaneously therewith Seller transfers toBuyer cash or Additional Purchased Securities sufficient to eliminate suchMargin Deficit, or (B) if an Event of Default with respect to Seller hasoccurred and is then continuing at the time such Income is paid or distributed.

 

# **6.**                                      Security Interest

# ** **

Although the partiesintend that all Transactions hereunder be sales and purchases and not loans, inthe event any such Transactions are deemed to be loans, Seller shall be deemedto have pledged to Buyer as security for the performance by Seller of itsobligations under each such Transaction, and shall be deemed to have granted toBuyer a security interest in, all of the Purchased Securities with respect toall Transactions hereunder and all Income thereon and other proceeds thereof.

 

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# **7.**                                      Payment andTransfer

# ** **

Unless otherwise mutuallyagreed, all transfers of funds hereunder shall be in immediately availablefunds.  All Securities transferred by oneparty hereto to the other party (i) shall be in suitable form for transfer orshall be accompanied by duly executed instruments of transfer or assignment inblank and such other documentation as the party receiving possession mayreasonably request, (ii) shall be transferred on the book-entry system of aFederal Reserve Bank, or (iii) shall be transferred by any other methodmutually acceptable to Seller and Buyer.

 

# **8.**                                      Segregation ofPurchased Securities

# ** **

To the extent required byapplicable law, all Purchased Securities in the possession of Seller shall besegregated from other securities in its possession and shall be identified assubject to this Agreement.  Segregationmay be accomplished by appropriate identification on the books and records ofthe holder, including a financial or securities intermediary or a clearing corporation.  All of Seller’s interest in the PurchasedSecurities shall pass to Buyer on the Purchase Date and, unless otherwiseagreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer fromengaging in repurchase transactions with the Purchased Securities or otherwiseselling, transferring, pledging or hypothecating the Purchased Securities, butno such transaction shall relieve Buyer of its obligations to transferPurchased Securities to Seller pursuant to Paragraph 3, 4 or 11 hereof, or ofBuyer’s obligation to credit or pay Income to, or apply Income to theobligations of, Seller pursuant to Paragraph 5 hereof

 

**RequiredDisclosure for Transactions in Which the Seller Retains Custody of thePurchased Securities**

 

Seller is not permittedto substitute other securities for those subject to this Agreement andtherefore must keep Buyer’s securities segregated at all times, unless in thisAgreement Buyer grants Seller the right to substitute other securities. IfBuyer grants the right to substitute, this means that Buyer’s securities willlikely be commingled with Seller’s own securities during the trading day. Buyeris advised that, during any trading day that Buyer’s securities are commingledwith Seller’s securities, they [will]* [may)** be subject to liens granted bySeller to [its clearing bank]* [third parties]** and may be used by Seller fordeliveries on other securities transactions. Whenever the securities arecommingled, Seller’s ability to resegregate substitute securities for Buyerwill be subject to Seller’s ability to satisfy [the clearing]* [any]** lien orto obtain substitute securities.

 

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*Language to be usedunder 17 C.F.R. §403.4(e) if Seller is a government securities broker or dealerother than a financial institution.

 

**Language to be usedunder 17 C.F.R. §403.5(d) if Seller is a financial institution.

 

# **9.**                                      Substitution

# ** **

## (a)                                  Sellermay, subject to agreement with and acceptance by Buyer, substitute otherSecurities for any Purchased Securities. Such substitution shall be made bytransfer to Buyer of such other Securities and transfer to Seller of suchPurchased Securities. After substitution, the substituted Securities shall bedeemed to be Purchased Securities.

 

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## (b)                                 InTransactions in which Seller retains custody of Purchased Securities, theparties expressly agree that Buyer shall be deemed, for purposes ofsubparagraph (a) of this Paragraph, to have agreed to and accepted in thisAgreement substitution by Seller of other Securities for Purchased Securities;provided, however, that such other Securities shall have a Market Value atleast equal to the Market Value of the Purchased Securities for which they aresubstituted.

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# **10.**                               Representations

# ** **

Each of Buyer and Sellerrepresents and warrants to the other that (i) it is duly authorized to executeand deliver this Agreement, to enter into Transactions contemplated hereunderand to perform its obligations hereunder and has taken all necessary action toauthorize such execution, delivery and performance, (ii) it will engage in suchTransactions as principal (or, if agreed in writing, in the form of an annexhereto or otherwise, in advance of any Transaction by the other party hereto,as agent for a disclosed principal), (iii) the person signing this Agreement onits behalf is duly authorized to do so on its behalf (or on behalf of any suchdisclosed principal), (iv) it has obtained all authorizations of anygovernmental body required in connection with this Agreement and theTransactions hereunder and such authorizations are in full force and effect and(v) the execution, delivery and performance of this Agreement and theTransactions hereunder will not violate any law, ordinance, charter, bylaw orrule applicable to it or any agreement by which it is bound or by which any ofits assets are affected.  On the PurchaseDate for any Transaction Buyer and Seller shall each be deemed to repeat allthe foregoing representations made by it.

 

# **11.**                               Events of Default

# ** **

In the event that (i)Seller fails to transfer or Buyer fails to purchase Purchased Securities uponthe applicable Purchase Date, (ii) Seller fails to repurchase or Buyer fails totransfer Purchased Securities upon the applicable Repurchase Date, (iii) Selleror Buyer fails to comply with Paragraph 4 hereof, (iv) Buyer fails, after onebusiness day’s notice, to comply with Paragraph 5 hereof (v) an Act ofInsolvency occurs with respect to Seller or Buyer, (vi) any representation madeby Seller or Buyer shall have been incorrect or untrue in any material respectwhen made or repeated or deemed to have been made or repeated, or (vii) Selleror Buyer shall admit to the other its inability to, or its intention not to,perform any of its obligations hereunder (each an “Event of Default”):

 

## (a)                                  Thenondefaulting party may, at its option (which option shall be deemed to havebeen exercised immediately upon the occurrence of an Act of Insolvency),declare an Event of Default to have occurred hereunder and, upon the exerciseor deemed exercise of such option, the Repurchase Date for each Transactionhereunder shall, if it has not already occurred, be deemed immediately to occur(except that, in the event that the Purchase Date for any Transaction has notyet occurred as of the date of such exercise or deemed exercise, suchTransaction shall be deemed immediately canceled). The nondefaulting partyshall (except upon the occurrence of an Act of Insolvency) give notice to thedefaulting party of the exercise of such option as promptly as practicable.

 

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## (b)                                 Inall Transactions in which the defaulting party is acting as Seller, if thenondefaulting party exercises or is deemed to have exercised the optionreferred to in subparagraph (a) of this Paragraph, (i) the defaulting party’sobligations in such Transactions to repurchase all Purchased Securities, at theRepurchase Price therefore on the Repurchase Date determined in accordance withsubparagraph (a) of this Paragraph, shall thereupon become immediately due andpayable, (ii) all Income paid after such exercise or deemed exercise shall beretained by the nondefaulting party and applied to the aggregate unpaidRepurchase Prices and any other amounts owing by the defaulting partyhereunder, and (iii) the defaulting party shall immediately deliver to thenondefaulting party any Purchased Securities subject to such Transactions thenin the defaulting party’s possession or control.

##  

## (c)                                  Inall Transactions in which the defaulting party is acting as Buyer, upon tenderby the nondefaulting party of payment of the aggregate Repurchase Prices forall such Transactions, all right, title and interest in and entitlement to allPurchased Securities subject to such Transactions shall be deemed transferredto the nondefaulting party, and the defaulting party shall deliver all suchPurchased Securities to the nondefaulting party.

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## (d)                                 Ifthe nondefaulting party exercises or is deemed to have exercised the optionreferred to in subparagraph (a) of this Paragraph, the nondefaulting party,without prior notice to the defaulting party, may:

##  

### (i)                                     asto Transactions in which the defaulting party is acting as Seller, (A)immediately sell, in a recognized market (or otherwise in a commerciallyreasonable manner) at such price or prices as the nondefaulting party may reasonablydeem satisfactory, any or all Purchased Securities subject to such Transactionsand apply the proceeds thereof to the aggregate unpaid Repurchase Prices andany other amounts owing by the defaulting party hereunder or (B) in its solediscretion elect, in lieu of selling all or a portion of such PurchasedSecurities, to give the defaulting party credit for such Purchased Securitiesin an amount equal to the price therefore on such date, obtained from agenerally recognized source or the most recent closing bid quotation from sucha source, against the aggregate unpaid Repurchase Prices and any other amountsowing by the defaulting party hereunder; and

###  

### (ii)                                  asto Transactions in which the defaulting party is acting as Buyer, (A)immediately purchase, in a recognized market (or otherwise in a commerciallyreasonable manner) at such price or prices as the nondefaulting party mayreasonably deem satisfactory, securities (“Replacement Securities”) of the sameclass and amount as any Purchased Securities that are not delivered by thedefaulting party to the nondefaulting party as required hereunder or (B) in itssole discretion elect, in lieu of purchasing Replacement Securities, to bedeemed to have purchased Replacement Securities at the price therefor on suchdate, obtained from a generally recognized source or the most recent closingoffer quotation from such a source.

 

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Unless otherwise providedin Annex I, the parties acknowledge and agree that (1) the Securities subjectto any Transaction hereunder are instruments traded in a recognized market, (2)in the absence of a generally recognized source for prices or bid or offerquotations for any Security, the nondefaulting party may establish the sourcetherefore in its sole discretion and (3) all prices, bids and offers shall bedetermined together with accrued Income (except to the extent contrary tomarket practice with respect to the relevant Securities).

 

## (e)                                  Asto Transactions in which the defaulting party is acting as Buyer, thedefaulting party shall be liable to the nondefaulting party for any excess ofthe price paid (or deemed paid) by the nondefaulting party for ReplacementSecurities over the Repurchase Price for the Purchased Securities replaced therebyand for any amounts payable by the defaulting party under Paragraph 5 hereof orotherwise hereunder.

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## (f)                                    Forpurposes of this Paragraph 11, the Repurchase Price for each Transactionhereunder in respect of which the defaulting party is acting as Buyer shall notincrease above the amount of such Repurchase Price for such Transactiondetermined as of the date of the exercise or deemed exercise by thenondefaulting party of the option referred to in subparagraph (a) of thisParagraph.

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## (g)                                 Thedefaulting party shall be liable to the nondefaulting party for (i) the amountof all reasonable legal or other expenses incurred by the nondefaulting partyin connection with or as a result of an Event of Default, (ii) damages in anamount equal to the cost (including all fees, expenses and commissions) ofentering into replacement transactions and entering into or terminating hedgetransactions in connection with or as a result of an Event of Default, and(iii) any other loss, damage, cost or expense directly arising or resultingfrom the occurrence of an Event of Default in respect of a Transaction.

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## (h)                                 Tothe extent permitted by applicable law, the defaulting party shall be liable tothe non-defaulting party for interest on any amounts owing by the defaulting partyhereunder, from the date the defaulting party becomes liable for such amountshereunder until such amounts are (i) paid in full by the defaulting party or(ii) satisfied in full by the exercise of the nondefaulting party’s rightshereunder. Interest on any sum payable by the defaulting party to thenondefaulting party under this Paragraph 11(h) shall be at a rate equal to thegreater of the Pricing Rate for the relevant Transaction or the Prime Rate.

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## (i)                                     Thenondefaulting party shall have, in addition to its rights hereunder, any rightsotherwise available to it under any other agreement or applicable law.

 

# **12.**                               Single Agreement

# ** **

Buyer and Selleracknowledge that, and have entered hereinto and will enter into eachTransaction hereunder in consideration of and in reliance upon the fact that,all Transactions hereunder constitute a single business and contractualrelationship and have been made in consideration of each other. Accordingly,each of Buyer and Seller agrees (i) to perform all of its obligations inrespect of each Transaction hereunder, and that a

 

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default in theperformance of any such obligations shall constitute a default by it in respectof all Transactions hereunder, (ii) that each of them shall be entitled to setoff claims and apply property held by them in respect of any Transactionagainst obligations owing to them in respect of any other Transactionshereunder and (iii) that payments, deliveries and other transfers made byeither of them in respect of any Transaction shall be deemed to have been madein consideration of payments, deliveries and other transfers in respect of anyother Transactions hereunder, and the obligations to make any such payments,deliveries and other transfers may be applied against each other and netted.

 

# **13.**                               Notices and OtherCommunications

# ** **

Any and all notices,statements, demands or other communications hereunder may be given by a partyto the other by mail, facsimile, telegraph, messenger or otherwise to the addressspecified in Annex II hereto, or so sent to such party at any other placespecified in a notice of change of address hereafter received by theother.  All notices, demands and requestshereunder may be made orally, to be confirmed promptly in writing, or by othercommunication as specified in the preceding sentence.

 

# **14.**                               Entire Agreement;Severability

# ** **

This Agreement shallsupersede any existing agreements between the parties containing general termsand conditions for repurchase transactions. Each provision and agreement hereinshall be treated as separate and independent from any other provision oragreement herein and shall be enforceable notwithstanding the unenforceabilityof any such other provision or agreement.

 

# **15.**                               Non-assignability;Termination

# ** **

## (a)                                  Therights and obligations of the parties under this Agreement and under anyTransaction shall not be assigned by either party without the prior writtenconsent of the other party, and any such assignment without the prior writtenconsent of the other party shall be null and void. Subject to the foregoing,this Agreement and any Transactions shall be binding upon and shall inure tothe benefit of the parties and their respective successors and assigns. ThisAgreement may be terminated by either party upon giving written notice to theother, except that this Agreement shall, notwithstanding such notice, remainapplicable to any Transactions then outstanding.

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## (b)                                 Subparagraph(a) of this Paragraph 15 shall not preclude a party from assigning, charging orotherwise dealing with all or any part of its interest in any sum payable to itunder Paragraph 11 hereof.

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# **16.**                               Governing Law

# ** **

This Agreement shall begoverned by the laws of the State of New York without giving effect to theconflict of law principles thereof.

 

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# **17.**                               No Waivers, Etc.

# ** **

No express or impliedwaiver of any Event of Default by either party shall constitute a waiver of anyother Event of Default and no exercise of any remedy hereunder by any partyshall constitute a waiver of its right to exercise any other remedyhereunder.  No modification or waiver ofany provision of this Agreement and no consent by any party to a departureherefrom shall be effective unless and until such shall be in writing and dulyexecuted by both of the parties hereto. Without limitation on any of the foregoing, the failure to give a noticepursuant to Paragraph 4(a) or 4(b) hereof will not constitute a waiver of anyright to do so at a later date.

 

# **18.**                               Use of Employee PlanAssets

# ** **

## (a)                                  Ifassets of an employee benefit plan subject to any provision of the EmployeeRetirement Income Security Act of 1974 (“ERISA”) are intended to be used byeither party hereto (the “Plan Party”) in a Transaction, the Plan Party shallso notify the other party prior to the Transaction. The Plan Party shallrepresent in writing to the other party that the Transaction does notconstitute a prohibited transaction under ERISA or is otherwise exempttherefrom, and the other party may proceed in reliance thereon but shall not herequired so to proceed.

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## (b)                                 Subjectto the last sentence of subparagraph (a) of this Paragraph, any suchTransaction shall proceed only if Seller furnishes or has furnished to Buyerits most recent available audited statement of its financial condition and itsmost recent subsequent unaudited statement of its financial condition.

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## (c)                                  Byentering into a Transaction pursuant to this Paragraph, Seller shall be deemed(i) to represent to Buyer that since the date of Seller’s latest such financialstatements, there has been no material adverse change in Seller’s financialcondition which Seller has not disclosed to Buyer, and (ii) to agree to provideBuyer with future audited and unaudited statements of its financial conditionas they are issued, so long as it is a Seller in any outstanding Transactioninvolving a Plan Party.

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# **19.**                               Intent

# ** **

## (a)                                  Theparties recognize that each Transaction is a “repurchase agreement” as thatterm is defined in Section 101 of Tide [sic] 11 of the United States Code,as amended (except insofar as the type of Securities subject to suchTransaction or the term of such Transaction would render such definitioninapplicable), and a “securities contract” as that term is defined in Section 741of Tide [sic] 11 of the United States Code, as amended (except insofar as thetype of assets subject to such Transaction would render such definitioninapplicable).

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## (b)                                 Itis understood that either party’s right to liquidate Securities delivered to itin connection with Transactions hereunder or to exercise any other remediespursuant to Paragraph 11 hereof is a contractual right to liquidate suchTransaction as described in Sections 555 and 559 of Tide [sic] 11 of the UnitedStates Code, as amended.

 

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## (c)                                  Theparties agree and acknowledge that if a party hereto is an “insured depositoryinstitution,” as such term is defined in the Federal Deposit Insurance Act, asamended (“FDIA”), then each Transaction hereunder is a “qualified financialcontract,” as that term is defined in FDIA and any rules, orders or policystatements thereunder (except insofar as the type of assets subject to suchTransaction would render such definition inapplicable).

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## (d)                                 Itis understood that this Agreement constitutes a “netting contract” as definedin and subject to Tide [sic] IV of the Federal Deposit Insurance CorporationImprovement Act of 1991 (“FDICIA”) and each payment entitlement and paymentobligation under any Transaction hereunder shall constitute a “coveredcontractual payment entitlement” or “covered contractual payment obligation”,respectively, as defined in and subject to FDICIA (except insofar as one orboth of the parties is not a “financial institution” as that term is defined inFDICIA).

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# **20.**                               Disclosure Relating toCertain Federal Protections

# ** **

The parties acknowledgethat they have been advised that:

 

## (a)                                  inthe case of Transactions in which one of the parties is a broker or dealerregistered with the Securities and Exchange Commission (“SEC’) under Section 15of the Securities Exchange Act of 1934 (“1934 Act”), the Securities InvestorProtection Corporation has taken the position that the provisions of theSecurities Investor Protection Act of 1970 (“SIPA”) do not protect the otherparty with respect to any Transaction hereunder;

##  

## (b)                                 tothe case of Transactions in which one of the parties is a government securitiesbroker or a government securities dealer registered with the SEC under Section 1SC of the 1934 Act, SIPA will not provide protection to the other party withrespect to any Transaction hereunder; and

##  

## (c)                                  inthe case of Transactions in which one of the parties is a financialinstitution, funds held by the financial institution pursuant to a Transactionhereunder are not a deposit and therefore are not insured by the FederalDeposit Insurance Corporation or the National Credit Union Share InsuranceFund, as applicable.

 

12

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| **NOMURA  SECURITIES INTERNATIONAL, INC.**  | **AETHER  SYSTEMS, INC. by FBR  INVESTMENT MANAGEMENT,INC.,  as AGENT**  |
|--------------------------------------------------|-------------------------------------------------------------------------------|
| ** **                                       | ** **                                                                    |
| ** **                                       | ** **                                                                    |
| By:                                              | ** **                                                                    | ** ** | By: | ** ** | ** ** |
| Name:                                            | David J. Isaacs                                                               | ** ** | Name: | ** ** | ** ** |
| Title:                                           | Managing Director                                                             | ** ** | Title: | ** ** | ** ** |

 

 

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As further specified inAnnex IV hereto, FBR Investment Management, Inc. is acting solely as agent forSeller and not as principal in any transactions. Subject to Agent’srepresentations set forth in the Letter of Trading Authorization issued toBuyer and dated June 15, 2004, Agent, in such capacity as `Agent’, shallhave no liability to Buyer whatsoever for any of Seller’s obligations hereunderor otherwise, including without limitations for any Transaction entered into bythe Agent on Seller’s behalf hereunder, or for margin calls, maintenance callsor settlement of Transactions.

 

13

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**ANNEXISupplemental Terms and Conditions**

** **

This Annex 1 forms a partof The Master Repurchase Agreement dated as of June 22, 2004 (the “Agreement”)between NOMURA SECURITIES INTERNATIONAL, INC. and AETHER SYSTEMS INC by FBRINVESTMENT MANAGEMENT INC., as AGENT. Capitalized terms used but not defined inthis Annex I shall have the meanings ascribed to them in The Agreement.

 

1.                                       OtherApplicable Annexes.  In addition tothis Annex I and Annex II, the following Annexes and any Schedules Thereto, tothe extent applicable, shall form a part of this Agreement and shall beapplicable thereunder, as indicated below. If no indication below is made, such Annexes do not form a part of thisAgreement:

 

[**Please initial as appropriate**]

 
| [          ] |       | Annex III                              |   | (International  Transactions)                             |
|----------------------------------------------------------------|------------|----------------------------------------|--------|-----------------------------------------------------------|
| [          ] |       | Annex IV                               |   | (Party Acting as Agent)                                   |
| [          ] |       | Annex V                                |   | (Margin for Forward  Transactions)                        |
| [          ] |       | Annex VI                               |   | (Buy/Sell Back  Transactions)                             |
| [          ] |       | Annex VII                              |   | (Transactions Involving  Registered Investment Companies) |
|                                                           |       |                                   |   |                                                      |
| [          ] | ** ** | **INITIAL  HERE IF NONE OF THE ABOVE** |

 

2.                                       Repurchase/Substitution.The following two paragraphs shall be added to Paragraph 9 of The Agreement:

 

(c)                                  Inthe case of any Transaction for which the Repurchase Date is other than theBusiness Day immediately following The Purchase Date and with respect to whichSeller does not have any existing right to substitute substantially the sameSecurities for The Purchased Securities, Seller shall have the right, subjectto The proviso to this sentence, upon notice to Buyer, which notice shall begiven at or prior to 10:00 a.m. (New York time) on such Business Day, tosubstitute substantially The same Securities for any Purchased Securities; *provided, however,* that Buyer may elect,by The close of business on the Business Day notice is received, or by theclose of the next Business Day if notice is given after 10:00 am (New Yorktime) on such day, not to accept such substitution. In the event suchsubstitution is accepted by Buyer, such substitution shall be made by Seller’stransfer to Buyer of such other Securities and Buyer’s transfer to Seller ofsuch Purchased Securities, and after substitution, the substituted Securitiesshall be deemed to be Purchased Securities. In The event Buyer elects not toaccept such substitution, Buyer shall offer Seller the right to terminate TheTransaction.

 

(d)                                 Inthe event Seller exercises its right to substitute or terminate undersub-paragraph (c), Seller shall be obligated to pay to Buyer, by the close ofThe Business Day of such substitution or termination, as the case may be, anamount equal to (A) Buyer’s actual cost (including all fees, expenses andcommissions) of (i) entering into replacement transactions; (ii) entering intoor terminating hedge transactions; and/or (iii) terminating transactions orsubstituting securities in like

 

 

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transactions with third parties in connection with oras a result of such substitution or termination, and (B) to The extent Buyerdetermines not to enter into replacement transactions, The loss incurred byBuyer directly arising or resulting from such substitution or termination. Theforegoing amounts shall be solely determined and calculated by Buyer in goodfaith.

 

3.                                       Jurisdiction.  Each of the parties (a) consents to submititself to The personal jurisdiction of the US Federal Court for The SouthernDistrict of New York or any other New York state court in The Borough ofManhattan, in the event any dispute arises out of this Agreement (b) agrees Thatit shall not attempt to deny or defeat such personal jurisdiction by motion orother request for leave from any such court, and (c) agrees that it shall notbeing any action relating to this Agreement or the transactions contemplatedherein in any court other than The US Federal Court for The Southern Districtof New York or any other New York state court in The Borough of Manhattan. Thisprovision does not preclude either party from bringing proceedings in any otherjurisdiction on order to enforce any judgment obtained in any proceedingsreferred to in the preceding sentence.

 
| **NOMURA  SECURITIES INTERNATIONAL, INC.** | **AETHER  SYSTEMS, INC. by FBR  INVESTMENT MANAGEMENT, INC.,  as AGENT** |
|--------------------------------------------|--------------------------------------------------------------------------|
|                                       |                                                                     |
|                                       |                                                                     |
| By:                                        |                                                                     |   | By: |   |   |
| Name:                                      | David J. Isaacs                                                          | Name: |   |   |
| Title:                                     | Managing Director                                                        | Title: |   |   |
|                                            |                                                                          |  |  |  |  |

 
| 4.     | Other Terms and  Conditions.  |
|--------|-------------------------------|
|   | (*Insert new page if needed*) |

 

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**AnnexIINames and Addresses for Communications Between Parties**

** **

*DocumentationIssues*

 

**NomuraSecurities International, Inc.**

Two World FinancialCenter

Building B, 18th Floor,Legal

New York, NY 10281-1198

Jay Gracin, Director,Assistant General Counsel

Phone: (212) 667-9480

Fax: (212) 667-1024

Leslie Faison – LegalDepartment

Tel: (212) 667-9796

Fax: (212) 667-1024

 

*OperationalIssues and Trading*

 

**NomuraSecurities International, Inc.**

Two World FinancialCenter

Building B, 21st Floor

New York, NY 10281

Attention:  David J. Isaacs, Managing Director

Tel: (212) 667-2130

Fax: (212) 667-1044

 

**AetherSystems Inc.**

11500 Cronridge Drive

Owings Mills, MD 21117

Attn: Steven Bass

Tel: (443) 394-5250

Fax: (443) 356-8699

 

**FBRInvestment Management, Inc.**

1001 Nineteenth StreetNorth

Arlington, VA 22209

Attn: Brian Bowers

Tel: (703) 469-1148

Fax: (703) 312-9721

 

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**AnnexIIIInternational Transactions**

** **

This Annex III (includingany Schedules hereto) forms a part of the Master Repurchase Agreement dated asof                     (the “Agreement”) between                     and                     .  Capitalized terms used but not defined inthis Annex III shall have the meanings ascribed to then in the Agreement.

 

1.                                       **Definitions**.  For purposes of the Agreement and this AnnexIII:

 

(a)                                  Thefollowing terms shall have the following meanings:

 

“Base Currency”, UnitedStates dollars or such other currency as Buyer and Seller may agree in theConfirmation with respect to any International Transaction or otherwise inwriting;

 

“Business Day” or “businessday”:

 

(i)                                     inrelation to any International Transaction which (A) involves an International Securityand (B) is to be settled through CEDEL or Euroclear, a day on which CEDEL or,as the case may be, Euroclear is open to settle business in the currency inwhich the Purchase Price and the Repurchase Price are denominated;

 

(ii)                                  inrelation to any International Transaction which (A) involves an InternationalSecurity and (B) is to be settled through a settlement system other than CEDELor Euroclear, a day on which that settlement system is open to settle suchInternational Transaction;

 

(iii)                               inrelation to any International Transaction which involves a delivery ofSecurities not falling within (i) or (ii) above, a day on which banks are openfor business in the place where delivery of the relevant Securities is to beeffected; and

 

(iv)                              inrelation to any International Transaction which involves an obligation to makea payment not falling within (I) or (ii) above, a day other than a Saturday orSunday on which banks are open for business in the principal financial centerof the country of which the currency in which the payment is denominated is theofficial currency and, if different, in the place where any account designatedby the parties for the making or receipt of the payment is situated (or, in thecase of ECU, a day on which ECU clearing operates);

 

“CEDEL”, CEDEL Bank, société anonyme;

 

“Contractual Currency”, the currency in which theInternational Securities subject to any International Transaction aredenominated or such other currency as may be specified in the Confirmation withrespect to any International Transaction;

 

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“Euroclear”, Morgan Guaranty Trust Company of NewYork, Brussels Branch, as operator of the Euroclear System;

 

“International Security’, any Security that (i) isdenominated in a currency other than United States dollars or (ii) is capableof being cleared through a clearing facility outside the United States or (iii)is issued by an issuer organized under the laws of a jurisdiction other thanthe United States (or any political subdivision thereof);

 

“International Transaction”, any Transaction involving(i) an International Security or (ii) a party organized under the laws of ajurisdiction other than the United States (or any political subdivisionthereof) or having its principal place of business outside the United States or(iii) a branch or office outside the United States designated in Annex I by aparty organized under the laws of the United States (or any politicalsubdivision thereof) as an office through which that party may act;

 

“LIBOR”, in relation to any sum in any currency, theoffered rate for deposits for such sum in such currency for a period of threemonths which appears on the Reuters Screen LIBO page as of 11:00A.M., Londontime, on the date on which it is to be determined (or, if more than one suchrate appears, the arithmetic mean of such rates);

 

“Spot Rate”, where an amount in one currency is to beconverted into a second currency on any date, the spot rate of exchange of acomparable amount quoted by a major money-center bank in the New York interbankmarket, as agreed by Buyer and Seller, for the sale by such bank of such secondcurrency against a purchase by it of such first currency.

 

(b)                                 NotwithstandingParagraph 2 of the Agreement, the term “Prime Rate” shall mean, with respect toany International Transaction, LIBOR plus a spread, as may be specified in theConfirmation with respect to any International Transaction or otherwise inwriting.

 

2.                                       Mannerof Transfer.  All transfers ofInternational Securities (i) shall be in suitable form for transfer andaccompanied by duly executed instruments of transfer or assignment in blank(where required for transfer) and such other documentation as the transfereemay reasonably request, or (ii) shall be transferred through the book-entrysystem of Euroclear or CEDEL, or (iii) shall be transferred through any otheragreed securities clearing system or (iv) shall be transferred by any othermethod mutually acceptable to Seller and Buyer.

 

3.                                       ContractualCurrency.

 

(a)                                  Unlessotherwise mutually agreed, all funds transferred in respect of the PurchasePrice or the Repurchase Price in any International Transaction shall be in theContractual Currency.

 

(b)                                 Notwithstandingsubparagraph (a) of this Paragraph 3, the payee of any payment may, at itsoption, accept tender thereof in any other currency; provided, however,

 

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that, to the extent permitted by applicable law, theobligation of the payor to make such payment will be discharged only to theextent of the amount of the Contractual Currency that such payee may,consistent with normal banking procedures, purchase with such other currency(after deduction of any premium and costs of exchange) for delivery within thecustomary delivery period for spot transactions in respect of the relevantcurrency

 

(c)                                  Iffor any reason the amount in the Contractual Currency so received, includingamounts received after conversion of any recovery under any judgment or orderexpressed in a currency other than the Contractual Currency, falls short of theamount in the Contractual Currency due in respect of the Agreement, the partyrequired to make the payment shall (unless an Event of Default has occurred andsuch party is the nondefaulting party) as a separate and independent obligation(which shall not merge with any judgment or any payment or any partial paymentor enforcement of payment) and to the extent permitted by applicable law,immediately pay such additional amount in the Contractual Currency as may benecessary to compensate for the shortfall.

 

(d)                                 Iffor any reason the amount of the Contractual Currency received by one partyhereto exceeds the amount in the Contractual Currency due such party in respectof the Agreement, then (unless an Event of Default has occurred and such partyis the nondefaulting party) the party receiving the payment shall refundpromptly the amount of such excess.

 

4.                                       **Notices**. Any and all notices, statements,demands or other communications with respect to International Transactionsshall be given in accordance with Paragraph 13 of the Agreement and shall be inthe English language.

 

5.                                       **Taxes**.

 

(a)                                  Transfertaxes, stamp taxes and all similar costs with respect to the transfer ofSecurities shall be paid by Seller.

 

(b)                                 (i)                                     Unlessotherwise agreed, all money payable by one party (the “Payor”) to the other(the “Payee”) in respect of any International Transaction shall be paid freeand clear of, and without withholding or deduction for, any taxes or duties ofwhatsoever nature imposed, levied, collected, withheld or assessed by anyauthority having power to tax (a “Tax”), unless the withholding or deduction ofsuch Tax is required by law. In that event, unless otherwise agreed, Payorshall pay such additional amounts as will result in the net amounts receivableby Payee (after taking account of such withholding or deduction) being equal tosuch amounts as would have been received by Payee had no such Tax been requiredto be withheld or deducted; provided that for purposes of Paragraphs 5 and 6the term “Tax” shall not include any Tax that would not have been imposed butfor the existence of any present or former connection between Payee and thejurisdiction imposing such Tax other than the mere receipt of payment fromPayor or the performance of Payee’s obligations under an InternationalTransaction. The parties acknowledge and agree, for the

 

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avoidance of doubt, thatthe amount of Income required to be transferred, credited or applied by Buyerfor the benefit of Seller under Paragraph 5 of the Agreement shall bedetermined without taking into account any Tax required to be withheld ordeducted from such Income, unless otherwise agreed.

 

(ii)                                  Inthe case of any Tax required to be withheld or deducted from any money payableto a party hereto acting as Payee by the other party hereto acting as Payor,Payee agrees to deliver to Payor (or, if applicable, to the authority imposingthe Tax) any certificate or document reasonably requested by Payor that wouldentitle Payee to an exemption from, or reduction in the rate of, withholding ordeduction of Tax from money payable by Payor to Payee.

 

(iii)                               Eachparty hereto agrees to notify the other party of any circumstance known orreasonably known to it (other than a Change of Tax Law, as defined in Paragraph6 hereof) that causes a certificate or document provided by it pursuant tosubparagraph (b) (ii) of this Paragraph to fail to be true.

 

(iv)                              Notwithstandingsubparagraph (b) (i) of this Paragraph, no additional amounts shall be payableby Payor to Payee in respect of an International Transaction to the extent thatsuch additional amounts are payable as a result of a failure by Payee to complywith its obligations under subparagraph (b) (ii) or (b) (iii) of this Paragraphwith respect to such International Transaction.

 

6.                                       **Tax Event**.

 

(a)                                  ThisParagraph 6 shall apply if either party notifies the other, with respect to aTax required to be collected by withholding or deduction, that:

 

(i)                                     anyaction taken by a taxing authority or brought in a court of competentjurisdiction after the date an International Transaction is entered into,regardless of whether such action is taken or brought with respect to a partyto the Agreement; or

 

(ii)                                  achange in the fiscal or regulatory regime after the date an InternationalTransaction is entered into,

 

(each, a “Change of TaxLaw”) has or will, in the notifying party’s reasonable opinion, have a materialadverse effect on such party in the context of an International Transaction.

 

(b)                                 Ifso requested by the other party, the notifying party will furnish the otherparty with an opinion of a suitably qualified adviser that an event referred toin subparagraph (a) (i) or (a) (ii) of this Paragraph 6 has occurred andaffects the notifying party.

 

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(c)                                  Wherethis Paragraph 6 applies, the party giving the notice referred to insubparagraph (a) above may, subject to subparagraph (d) below, terminate theInternational Transaction effective from a date specified in the notice, notbeing earlier (unless so agreed by the other party) than 30 days after the dateof such notice, by nominating such date as the Repurchase Date.

 

(d)                                 Ifthe party receiving the notice referred to in subparagraph (a) of thisParagraph 6 so elects, it may override such notice by giving a counter-noticeto the other party. If a counter-notice is given, the party which gives suchcounter-notice will be deemed to have agreed to indemnify the other partyagainst the adverse effect referred to in subparagraph (a) of this Paragraph 6so far as it relates to the relevant International Transaction and the originalRepurchase Date will continue to apply.

 

(e)                                  Wherean International Transaction is terminated as described in this Paragraph 6,the party which has given the notice to terminate shall indemnify the otherparty against any reasonable legal and other professional expenses incurred bythe other party by reason of the termination, but the other party may not claimany sum constituting consequential loss or damage in respect of a terminationin accordance with this Paragraph 6.

 

(f)                                    ThisParagraph 6 is without prejudice to Paragraph 5 of this Annex III; but anobligation to pay additional amounts pursuant to Paragraph 5 of this Annex IIImay, where appropriate, be a circumstance which causes this Paragraph 6 toapply.

 

7.                                       **Margin**. In the calculation of “MarginDeficit” and “Margin Excess” pursuant to Paragraph 4 of the Agreement, all sumsnot denominated in the Base Currency shall be deemed to be converted into theBase Currency at the Spot Rate on the date of such calculation.

 

8.                                       **Events of Default**.

 

(a)                                  Inaddition to the Events of Default set forth in Paragraph 11 of the Agreement,it shall be an additional “Event of Default” if either party fails, after onebusiness day’s notice, to perform any covenant or obligation required to beperformed by it under this Annex III, including, without limitation, thepayment of taxes or additional amounts as required by Paragraph 5 of this AnnexIII.

 

(b)                                 Inaddition to the other rights of a nondefaulting party under Paragraph 11 of theAgreement, following an Event of Default, the nondefaulting party may, at anytime at its option, effect the conversion of any currency into a differentcurrency of its choice at the Spot Rate on the date of the exercise of suchoption and offset obligations of the defaulting party denominated in differentcurrencies against each other.

 

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**Schedule III.AInternational Transactions Relating to (Relevant Country]**

** **

This Schedule III.Aforms a part of Annex III to the Master Repurchase Agreement dated as of                     ,           (the “Agreement”)between                     and                     .Capitalized terms used but not defined in this Schedule III.A shall havethe meanings ascribed to them in Annex III.

 

 

[Insert provisionsapplicable to relevant country.]

 

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**AnnexIVParty Acting as Agent**

** **

This Annex IV forms apart of the Master Repurchase Agreement dated as of                     (the “Agreement”) between                     and                       This Annex TV sets forth the terms andconditions governing all transactions in which a party selling securities orbuying securities, as the case may be (“Agent”), in a Transaction is acting asagent for one or more third parties (each, a “Principal”). Capitalized termsused but not defined in this Annex IV shall have the meanings ascribed to themin the Agreement.

 

1.                                       **Additional Representations**. In addition tothe representations set forth in Paragraph 10 of the Agreement, Agent herebymakes the following representations, which shall continue during the term ofany Transaction: Principal has duly authorized Agent to execute and deliver theAgreement on its behalf, has the power to so authorize Agent and to enter intothe Transactions contemplated by the Agreement and to perform the obligationsof Seller or Buyer, as the case may be, under such Transactions, and has takenall necessary action to authorize such execution and delivery by Agent and suchperformance by it.

 

2.                                       **Identification of Principals**. Agent agrees(a) to provide the other party, prior to the date on which the parties agree toenter into any Transaction under the Agreement, with a written list ofPrincipals for which it intends to act as Agent (which list may be amended inwriting from time to time with the consent of the other party), and (b) toprovide the other party, before the close of business on the next business dayafter orally agreeing to enter into a Transaction, with notice of the specificPrincipal or Principals for whom it is acting in connection with suchTransaction. If (i) Agent fails to identify such Principal or Principals priorto the close of business on such next business day or (ii) the other partyshall determine in its sole discretion that any Principal or Principalsidentified by Agent are not acceptable to it, the other party may reject andrescind any Transaction with such Principal or Principals, return to Agent anyPurchased Securities or portion of the Purchase Price, as the case may be,previously transferred to the other party and refuse any further performanceunder such Transaction, and Agent shall immediately return to the other partyany portion of the Purchase Price or Purchased Securities, as the case may be,previously transferred to Agent in connection with such Transaction; provided,however, that (A) the other party shall promptly (and in any event within onebusiness day) notify Agent of its determination to reject and rescind suchTransaction and (B) to the extent that any performance was rendered by anyparty under any Transaction rejected by the other party, such party shallremain entitled to any Price Differential or other amounts that would have beenpayable to it with respect to such performance if such Transaction had not beenrejected. The other party acknowledges that Agent shall not have any obligationto provide it with confidential information regarding the financial status ofits Principals; Agent agrees, however, that it will assist the other party inobtaining from Agent’s Principals such information regarding the financialstatus of such Principals as the other party may reasonably request.

 

3.                                       **Limitation of Agent’s Liability**. The partiesexpressly acknowledge that if the representations of Agent under the Agreement,including this Annex TV, are true and correct in all material respects duringthe term of any Transaction and Agent otherwise complies with the provisions ofthis Annex IV, then (a) Agent’s obligations under the

 

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Agreement shall not include a guarantee of performanceby its Principal or Principals and (b) the other party’s remedies shall notinclude a right of setoff in respect of rights or obligations, if any, of Agentarising in other transactions in which Agent is acting as principal.

 

4.                                       **Multiple Principals**.

 

(a)                                  Inthe event that Agent proposes to act for more than one Principal hereunder,Agent and the other party shall elect whether (1) to treat Transactions underthe Agreement as transactions entered into on behalf of separate Principals or(ii) to aggregate such Transactions as if they were transactions by a singlePrincipal.  Failure to make such anelection in writing shall be deemed an election to treat Transactions under theAgreement as transactions on behalf of separate Principals.

 

(b)                                 Inthe event that Agent and the other party elect (or are deemed to elect) totreat Transactions under the Agreement as transactions on behalf of separatePrincipals, the parties agree that (i) Agent will provide the other party,together with the notice described in Paragraph 2(b) of this Annex IV, noticespecifying the portion of each Transaction allocable to the account of each ofthe Principals for which it is acting (to the extent that any such Transactionis allocable to the account of more than one Principal); (ii) the portion ofany individual Transaction allocable to each Principal shall be deemed aseparate Transaction under the Agreement; (iii) the margin maintenanceobligations of Buyer and Seller under Paragraph 4 of the Agreement shall bedetermined on a Transaction-by-Transaction basis (unless the parties agree todetermine such obligations on a Principal-by-Principal basis); and (iv) Buyer’sand Seller’s remedies under the Agreement upon the occurrence of an Event ofDefault shall be determined as if Agent had entered into a separate Agreementwith the other party on behalf of each of its Principals.

 

(c)                                  Inthe event that Agent and the other party elect to treat Transactions under theAgreement as if they were transactions by a single Principal, the parties agreethat (1) Agent’s notice under Paragraph 2(b) of this Annex IV need onlyidentify the names of its Principals but not the portion of each Transactionallocable to each Principal’s account; (ii) the margin maintenance obligationsof Buyer and Seller under Paragraph 4 of the Agreement shall, subject to anygreater requirement imposed by applicable law, be determined on an aggregatebasis for all Transactions entered into by Agent on behalf of any Principal;and (iii) Buyer’s and Seller’s remedies upon the occurrence of an Event ofDefault shall be determined as if all Principals were a single Seller or Buyer,as the case maybe.

 

(d)                                 Notwithstandingany other provision of the Agreement (including, without limitation, this AnnexIV), the parties agree that any Transactions by Agent on behalf of an employeebenefit plan under ERISA shall be treated as Transactions on behalf of separatePrincipals in accordance with Paragraph 4(b) of this Annex IV (and all marginmaintenance obligations of the parties shall be determined on aTransaction-by-Transaction basis).

 

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5.                                       **Interpretation of Terms**.  All references to “Seller” or “Buyer” as thecase may be, in the Agreement shall, subject to the provisions of this Annex IV(including, among other provisions, the limitations on Agent’s liability inParagraph 3 of this Annex IV), be construed to reflect that (i) each Principalshall have, in connection with any Transaction or Transactions entered into byAgent on its behalf, the rights, responsibilities, privileges and obligationsof a “Seller” or “Buyer” as the case may be, directly entering into suchTransaction or Transactions with the other party under the Agreement, and (ii)Agent’s Principal or Principals have designated Agent as their sole agent forperformance of Seller’s obligations to Buyer or Buyer’s obligations to Seller,as the case may be, and for receipt of performance by Buyer of its obligationsto Seller or Seller of its obligations to Buyer, as the case may be, inconnection with any Transaction or Transactions under the Agreement (including,among other things, as Agent for each Principal in connection with transfers ofSecurities, cash or other property and as agent for giving and receiving allnotices under the Agreement). Both Agent and its Principal or Principals shallbe deemed “parties” to the Agreement and all references to a party or “eitherparty” in the Agreement shall be deemed revised accordingly (and any Act ofInsolvency with respect to Agent or any other Event of Default by Agent underParagraph 11 of the Agreement shall be deemed an Event of Default by Seller orBuyer, as the case may be).

 

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**AnnexVMargin for Forward Transactions**

** **

This Annex V forms a partof the Master Repurchase Agreement dated as of                     ,         (the “Agreement”) between                     andCapitalized terms used but not defined in this Annex V shall have the meaningsascribed to them in the Agreement.

 

1.                                       **Definitions**. For purposes of the Agreementand this Annex V, the following terms shall have the following meanings:

 

“Forward Exposure”, theamount of loss a party would incur upon canceling a Forward Transaction andentering into a replacement transaction, determined in accordance with marketpractice or as otherwise agreed by the parties;

 

“Forward Transaction”,any Transaction agreed to by the parties as to which the Purchase Date has notyet occurred;

 

“Net Forward Exposure”,the aggregate amount of a party’s Forward Exposure to the other party under allForward Transactions hereunder reduced by the aggregate amount of any ForwardExposure of the other party to such party under all Forward Transactionshereunder;

 

“Net Unsecured ForwardExposure”, a party’s Net Forward Exposure reduced by the Market Value of anyForward Collateral transferred to such party (and not returned) pursuant toParagraph 2 of this Annex V

 

2.                                       **Margin Maintenance**.

 

(a)                                  Ifat any time a party (the “In-the-Money Party”) shall have a Net UnsecuredForward Exposure to the other party (the “Out-of-the-Money Party”) under one ormore Forward Transactions, the In-the-Money Party may by notice to theOut-of-the-Money Party require the Out-of-the-Money Party to transfer to theIn-the-Money Party Securities or cash reasonably acceptable to theIn-the-Money-Party (together with any Income thereon and proceeds thereof, “ForwardCollateral”) having a Market Value sufficient to eliminate such Net UnsecuredForward Exposure. The Out-of-the-Money Party may by notice to the In-the-MoneyParty require the In-the-Money Party to transfer to the Out-of-the-Money PartyForward Collateral having a Market Value that exceeds the In-the-Money Party’sNet Forward Exposure (“Excess Forward Collateral Amount”). The rights of theparties under this subparagraph shall be in addition to their rights undersubparagraphs (a) and (b) of Paragraph 4 and any other provisions of theAgreement.

 

(b)                                 Theparties may agree, with respect to any or all Forward Transactions hereunder,that the respective rights of the parties under subparagraph (a) of thisParagraph may be exercised only where a Net Unsecured Forward Exposure orExcess Forward Collateral Amount, as the case may be, exceeds a specifieddollar amount or other specified threshold for such Forward Transactions (whichamount or threshold shall be agreed to by the parties prior to entering intoany such Forward Transactions).

 

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(c)                                  Theparties may agree, with respect to any or all Forward Transactions hereunder,that the respective rights of the parties under subparagraph (a) of thisParagraph to require the elimination of a Net Unsecured Forward Exposure or ExcessForward Collateral Amount, as the case may be, may be exercised whenever such aNet Unsecured Forward Exposure or Excess Forward Collateral Amount exists withrespect to any single Forward Transaction hereunder (calculated without regardto any other Forward Transaction outstanding hereunder).

 

(d)                                 Theparties may agree, with respect to any or all Forward Transactions hereunder,that (i) one party shall transfer to the other party Forward Collateral havinga Market Value equal to a specified dollar amount or other specified thresholdno later than the Margin Notice Deadline on the day such Forward Transaction isentered into by the parties or (ii) one party shall not be required to make anytransfer otherwise required to be made under this Paragraph if, after givingeffect to such transfer, the Market Value of the Forward Collateral held bysuch party would be less than a specified dollar amount or other specifiedthreshold (which amount or threshold shall be agreed to by the parties prior toentering into any such Forward Transactions).

 

(e)                                  Ifany notice is given by a party to the other under subparagraph (a) of thisParagraph at or before the Margin Notice Deadline on any business day, theparty receiving such notice shall transfer Forward Collateral as provided insuch subparagraph no later than the close of business in the relevant market onsuch business day. If any such notice is given after the Margin NoticeDeadline, the party receiving such notice shall transfer such ForwardCollateral no later than the close of business in the relevant market on thenext business day.

 

(f)                                    Uponthe occurrence of the Purchase Date for any Forward Transaction and theperformance by the parties of their respective obligations to transfer cash andSecurities on such date, any Forward Collateral in respect of such ForwardTransaction, together with any Income thereon and proceeds thereof, shall betransferred by the party holding such Forward Collateral to the other party;provided, however, that neither party shall be required to transfer suchForward Collateral to the other if such transfer would result in the creationof a Net Unsecured Forward Exposure of the transferor.

 

(g)                                 ThePledgor (as defined below) of Forward Collateral may, subject to agreement withand acceptance by the Pledgee (as defined below) thereof, substitute otherSecurities reasonably acceptable to the Pledgee for any Securities ForwardCollateral. Such substitution shall be made by transfer to the Pledgee of suchother Securities and transfer to the Pledgor of such Securities ForwardCollateral. After substitution, the substituted Securities shall constituteForward Collateral.

 

3.                                       **Security Interest**.

 

(a)                                  Inaddition to the rights granted to the parties under Paragraph 6 of theAgreement, each party (“Pledgor”) hereby pledges to the other party (“Pledgee”)as security for the performance of its obligations hereunder, and grantsPledgee a security interest in and right of setoff against, any ForwardCollateral and any

 

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other cash, Securities or property, and all proceedsof any of the foregoing, transferred by or on behalf of Pledgor to Pledgee ordue from Pledgee to Pledgor in connection with the Agreement and the ForwardTransactions hereunder.

 

(b)                                 Unlessotherwise agreed by the parties, a party to whom Forward Collateral has beentransferred shall have the right to engage in repurchase transactions withForward Collateral or otherwise sell, transfer, pledge or hypothecate ForwardCollateral, including in respect of loans or other extensions of credit to suchparty that may be in amounts greater than the Forward Collateral such party isentitled to as security for obligations hereunder, and that may extend forperiods of time longer than the periods during which such party is entitled toForward Collateral as security for obligations hereunder; provided, however,that no such transaction shall relieve such party of its obligations totransfer Forward Collateral pursuant to Paragraph 2 or 4 of this Annex V orParagraph 11 of the Agreement.

 

4.                                       **Events of Default**.

 

(a)                                  Inaddition to the Events of Default set forth in Paragraph 11 of the Agreement,it shall be an additional “Event of Default” if either party fails, after onebusiness day’s notice, to perform any covenant or obligation required to beperformed by it under Paragraph 2 or any other provision of this Annex.

 

(b)                                 Inaddition to the other rights of a nondefaulting party under Paragraphs 11 and12 of the Agreement, if the nondefaulting party exercised or is deemed to haveexercised the option referred to in Paragraph 11(a) of the Agreement:

 

(i)                                     Thenondefaulting party, without prior notice to the defaulting party, may (A)immediately sell, in a recognized market (or otherwise in a commerciallyreasonable manner) at such price or prices as the nondefaulting party mayreasonably deem satisfactory, any or all Forward Collateral subject to any orall Forward Transactions hereunder and apply the proceeds thereof to anyamounts owing by the defaulting party hereunder or (B) in its sole discretionelect, in lieu of selling all or a portion of such Forward Collateral, to givethe defaulting party credit for such Forward Collateral in an amount equal tothe price therefor on such date, obtained from a generally recognized source orthe most recent closing bid quotation from such a source, against any amountsowing by the defaulting party hereunder

 

(ii)                                  AnyForward Collateral held by the defaulting party, together with any Incomethereon and proceeds thereof, shall be immediately transferred by thedefaulting party to the nondefaulting party. The nondefaulting party may, atits option (which option shall be deemed to have been exercised immediatelyupon the occurrence of an Act of Insolvency), and without prior notice to thedefaulting party, (i) immediately purchase, in a recognized market (orotherwise in a commercially reasonable manner) at such price or prices as thenondefaulting party may reasonably deem satisfactory, securities (“ReplacementSecurities”) of the same class and amount as any Securities Forward Collateralthat is not delivered by the

 

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defaulting party to the nondefaulting party asrequired hereunder or (ii) in its sole discretion elect, in lieu of purchasingReplacement Securities, to be deemed to have purchased Replacement Securitiesat the price therefore on such date, obtained from a generally recognizedsource or the most recent closing offer quotation from such a source, whereuponthe defaulting party shall be liable for the price of such ReplacementSecurities together with the amount of any cash Forward Collateral notdelivered by the defaulting party to the nondefaulting party as requiredhereunder

 

Unless otherwise provided in Annex I, the partiesacknowledge and agree that (1) the Forward Collateral subject to any ForwardTransaction hereunder are instruments traded in a recognized market, (2) in theabsence of a generally recognized source for prices or bid quotations for any ForwardCollateral, the nondefaulting party may establish the source therefor in itssole discretion and (3) all prices and bids shall be determined together withaccrued Income (except to the extent contrary to market practice with respectto the relevant Forward Collateral).

 

5.                                       **No Waivers, Etc.**  Without limitation of the provisions ofParagraph 17 of the Agreement, the failure to give a notice pursuant tosubparagraph (a), (b), (c) or (d) of Paragraph 2 of this Annex V will notconstitute a waiver of any right to do so at a later date.

 

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**AnnexVIBuy/Sell Back Transactions**

** **

This Annex VI forms apart of the Master Repurchase Agreement dated as of                     (the “Agreement”) between                     and                    .  Capitalized terms used but not defined inthis Annex VI shall have the meanings ascribed to them in the Agreement.

 

1.                                       Inthe event of any conflict between the terms of this Annex VI and any other termof the Agreement, the terms of this Annex VI shall prevail.

 

2.                                       EachTransaction shall be identified at the time it is entered into and in therelevant Confirmation as either a Repurchase Transaction or a Buy/Sell BackTransaction.

 

3.                                       Inthe case of a Buy/Sell Back Transaction, the Confirmation delivered inaccordance with Paragraph 3 of the Agreement may consist of a single documentin respect of both of the transfers of funds against Securities which togetherform the Buy/Sell Back Transaction or separate Confirmations may be deliveredin respect of each such transfer.

 

4.                                       Definitions.The following definitions shall apply to Buy/Sell Back Transactions:

 

(a)                                  “AccruedInterest”, with respect to any Purchased Securities subject to a Buy/Sell BackTransaction, unpaid Income that has accrued during the period from (andincluding) the issue date or the last Income payment date (whichever is later)in respect of such Purchased Securities to (but excluding) the date ofcalculation.  For these purposes unpaidIncome shall be deemed to accrue on a daily basis from (and including) theissue date or the last Income payment date (as the case may be) to (butexcluding) the next Income payment date or the maturity date (whichever isearlier);

 

(b)                                 “SellBack Differential”, with respect to any Buy/Sell Back Transaction as of anydate, the aggregate amount obtained by daily application of the Pricing Ratefor such Buy/Sell Back Transaction to the Purchase Price for such Buy/Sell BackTransaction on a 360 day per year basis (unless otherwise agreed by the partiesfor the Transaction) for the actual number of days during the period commencingon (and including) the Purchase Date for such Buy/Sell Back Transaction andending on (but excluding) the date of determination;

 

(c)                                  “SellBack Price’s with respect to any Buy/Sell Back Transaction:

 

(i)                                     inrelation to the date originally specified by the parties as the Repurchase Datepursuant to Paragraph 2(q) of the Agreement, the price agreed by the Parties inrelation to such Buy/Sell Back Transaction, and

 

(ii)                                  inany other case (including for the purposes of the application of Paragraph 4 orParagraph 11 of the Agreement), the product of the formula (P + D) - (IR + C),where:

 
| P      |   | =      |   | the Purchase Price |
|--------|--------|--------|--------|--------------------|
|   |   |   |   |               |

 

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| D      |   | =      |   | The Sell Back  Differential                                                                                                                                                                                                        |
|--------|--------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |   |                                                                                                                                                                                                                               |
| IR     |   | =      |   | the amount of any  Income in respect of the Purchased Securities paid by the issuer on any date  falling between the Purchase Date and the Repurchase Date                                                                         |
|   |   |   |   |                                                                                                                                                                                                                               |
| C      |   | =      |   | the aggregate amount  obtained by daily application of the Pricing Rate for such Buy/Sell Back  Transaction to any such Income from (and including) the date of payment by  the issuer to (but excluding) the date of calculation. |

 

5.                                       Whenentering into a Buy/Sell Back Transaction the parties shall also agree on theSell Back Price and the Pricing Rate to apply in relation to such Buy/Sell BackTransaction on the scheduled Repurchase Date. The parties shall record thePricing Rate in at least one Confirmation applicable to such Buy/Sell BackTransaction.

 

6.                                       Terminationof a Buy/Sell Back Transaction shall be effected on the Repurchase Date bytransfer to Seller or its agent of Purchased Securities against the payment bySeller of (i) in a case where the Repurchase Date is the date originally agreedto by the parties pursuant to Paragraph 2(q) of the Agreement, the Sell BackPrice referred to in Paragraph 4(c) (i) of this Annex; and (ii) in any othercase, the Sell Back Price referred to in Paragraph 4(c) (ii) of this Annex.

 

7.                                       Forthe avoidance of doubt, the parties acknowledge and agree that the PurchasePrice and the Sell Back Price in Buy/Sell Back Transactions shall includeAccrued Interest (except to the extent contrary to market practice with respectto the Securities subject to such Buy/Sell Back Transaction, in which event (i)an amount equal to the Purchase Price plus Accrued Interest to the PurchaseDate shall be paid to Seller on the Purchase Date and shall be used, in lieu ofthe Purchase Price, for calculating the Sell Back Differential, (ii) an amountequal to the Sell Back Price plus the amount of Accrued Interest to theRepurchase Date shall be paid to Buyer on the Repurchase Date, and (iii) theformula in Paragraph 4(c) (ii) of this Annex VI shall be replaced by theformula “(P + AI + D) - (IR + C) “, where “AI” equals Accrued Interest to thePurchase Date).

 

8.                                       Unlessthe parties agree in Annex Ito the Agreement that a Buy/Sell Back Transactionis not to be repriced, they shall at the time of repricing agree on thePurchase Price, the Sell Back Price and the Pricing Rate applicable to suchTransaction.

 

9.                                       Paragraph5 of the Agreement shall not apply to Buy/Sell Back Transactions. Selleragrees, on the date such Income is received, to pay to Buyer any Incomereceived by Seller in respect of Purchased Securities that is paid by theissuer on any date falling between the Purchase Date and the Repurchase Date.

 

10.                                 Referencesto “Repurchase Price” throughout the Agreement shall be construed as referencesto “Repurchase Price or the Sell Back Price, as the case may be.”

 

11.                                 In11 of the Agreement, references to the “Repurchase Prices” shall be construedas references to “Repurchase Prices and Sell Back Prices.”

 

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**AnnexVIITransactions Involving Registered Investment Companies**

** **

This Annex VII (includingany Schedules hereto) forms a part of the Master Repurchase Agreement dated asof                     ,         (the “Agreement’) between (“Counterparty”)and each investment company identified on Schedule VII.A hereto (as such schedule maybe amended from time to time) acting on behalf of its respective series orportfolios identified on such Schedule VII.A, or in the case of thoseinvestment companies for which no separate series or portfolios are identifiedon such Schedule VII.A, acting for and on behalf of itself (each suchseries, portfolio or investment company, as the case may be, hereinafterreferred to as a “Fund”). In the event of any conflict between the terms ofthis Annex VII and any other term of the Agreement, the terms of this Annex VIIshall prevail. Capitalized terms used but not defined in this Annex VII shallhave the meanings ascribed to them in the Agreement.

 

1.                                       **Multiple Funds**.  For any Transaction in which a Fund is actingas Buyer (or Seller, as the case may be) each reference in the Agreement andthis Annex VII to Buyer (or Seller, as the case may be) shall be deemed areference solely to the particular Fund to which such Transaction relates, asidentified to Seller (or Buyer, as the case may be) by the Fund and as may bespecified in the Confirmation therefore. In no circumstances shall the rights, obligations or remedies of eitherparty with respect to a particular Fund constitute a right, obligation orremedy applicable to any other Fund. Specifically, and without otherwiselimiting the scope of this Paragraph: (a) the margin maintenance obligations ofBuyer and Seller specified in Paragraph 4 or any other provisions of theAgreement and the single agreement provisions of Paragraph 12 of the Agreementshall be applied based solely upon Transactions entered into by a particularFund, (b) Buyer’s and Seller’s remedies under the Agreement upon the occurrenceof an Event of Default shall be determined as if each Fund had entered into aseparate Agreement with Counterparty, and (c) Seller and Buyer shall have noright to set off claims related to Transactions entered into by a particularFund against claims related to Transactions entered into by any other Fund.

 

2.                                       **Margin Percentage**.  For any Transaction in which a Fund is actingas Buyer, the Buyer’s Margin Percentage shall always be equal to at least         %,or such other percentage as the parties hereto may from time to time mutuallydetermine; provided, that in no event shall such percentage be less than 100%.For any Transaction in which a Fund is acting as Seller, the Buyer’s MarginPercentage shall be such percentage as the parties hereto may from time to timemutually determine: provided, that in no event shall such percentage be lessthan 100%.

 

3.                                       **Confirmations**.  Unless otherwise agreed, Counterparty shallpromptly issue a Confirmation to the Fund pursuant to Paragraph 3 of theAgreement. Upon the transfer of substituted or Additional Purchased Securitiesby either party, Counterparty shall promptly provide notice to the Fundconfirming such transfer.

 

4.                                       **Financial Condition**.  Each party represents that it has deliveredthe following financial information to the other party to the Agreement: in thecase of a party that is a registered broker-dealer, its most recent statementsrequired to be furnished to customers by Rule 17a-5(c) under the 1934 Act; inthe case of a party that is a Fund, its most recent audited or unauditedfinancial statements required to be furnished to its shareholders by Rule

 

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30d-1 under the Investment Company Ant of 1940; in thecase of any other party, its most recent audited or unaudited statements offinancial condition or other comparable information concerning its financialcondition.

 

Each party representsthat the financial statements or information so delivered fairly reflect itsfinancial condition and, if applicable, its net capital ratio, on the date asof which such financial statements or information were prepared. Each partyagrees that it will make available and deliver to the other party, promptlyupon request, all such financial statements that subsequently are required tobe delivered to its customers or shareholders pursuant to Rule 17a-5 (c) orRule 30d-1, as the case may be, or, in the case of a party that is neither aregistered broker-dealer nor a Fund, all such financial information thatsubsequently becomes available to the public.

 

Each Fund acknowledgesand agrees that it has made an independent evaluation of the creditworthinessof the other party that is required pursuant to the Investment Company Act of1940 or the regulations thereunder. Each Fund agrees that its agreement toenter into each Transaction hereunder shall constitute an acknowledgment andagreement that it has made such an evaluation.

 

5.                                       **Segregation of Purchased Securities**.  Unless otherwise agreed by the parties, anytransfer of Purchased Securities to a Fund shall be effected by delivery orother transfer (in the manner agreed upon pursuant to Paragraph 7 of theAgreement) to the custodian or subcustodian designated for such Fund in Schedule VII.Ahereto (“Custodian”) for credit to the Fund’s custodial account with suchCustodian. If the party effecting such transfer is the Fund’s Custodian, suchparty shall, unless otherwise directed by the Fund, (a) transfer and maintainsuch Purchased Securities to and in the Fund’s custodial account with suchparty and (b) so indicate in a notice to the Fund.

 

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**Section VII.ASupplemental Terms and Conditions of TransactionsInvolving Registered Investment Companies**

** **

This Schedule VII.Aforms a part of Annex VII to the Master Repurchase Agreement dated as of                     ,         (the “Agreement”) between                     and                     .  Capitalized terms used but not defined inthis Schedule VII.A shall have the meanings ascribed to them in Annex VII.

 

1.                                       ThisAgreement is entered into by or on behalf of the following Funds, and unlessotherwise indicated by the appropriate Fund in connection with a Transaction,the following Custodians are designated to receive transfers of PurchasedSecurities on behalf of such Funds for credit to the appropriate Fund’scustodial account:

 
| **Name of Fund** | ** ** | **Custodian** |
|------------------|------------|---------------|
| ** **       | ** ** | ** **    |
| ** **       | ** ** | ** **    |

 

o**Limitationof Liability**.  If the Fundis organized as a business trust (or a series thereof), the. parties agree asfollows:  [insert appropriate languagelimiting liability of trustees, officers and others].

 

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