Exhibit 10.1(b)





Exhibit 10.1(b)




CREDIT LINE AGREEMENT




Credit Line Agreement — Demand Facility




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




	1)	 	Definitions






	 	•	 	“Advance” means any Fixed Rate Advance or Variable Rate Advance made by the
Bank pursuant to this Agreement.






	 	•	 	“Advance Advice” means a written or electronic notice by the Bank, sent to the
Borrower, the Borrower’s financial advisor at UBS Financial Services Inc. or any other
party designated by the Borrower to receive the notice, confirming that a requested
Advance will be a Fixed Rate Advance and specifying the amount, fixed rate of interest
and Interest Period for the Fixed Rate Advance.






	 	•	 	“Application” means the Credit Line Account Application and Agreement that the
Borrower has completed and submitted to the Bank and into which this Agreement is
incorporated by reference.






	 	•	 	“Approved Amount” means the maximum principal amount of Advances that is
permitted to be outstanding under the Credit Line at any time, as specified in writing
by the Bank.






	 	•	 	“Breakage Costs” and “Breakage Fee” have the meanings specified in Section
6(b).






	 	•	 	“Business Day” means a day on which both of the Bank and UBS Financial Services
Inc. are open for business. For notices and determinations of LIBOR, Business Day must
also be a day for trading by and between banks in U.S. dollar deposits in the London
interbank market.






	 	•	 	“Collateral” has the meaning specified in Section 8(a).






	 	•	 	“Collateral Account” means, individually and collectively, each account of the
Borrower or Pledgor at UBS Financial Services Inc. or UBS International Inc., as
applicable, that is either identified as a Collateral Account on the Application to
which this Agreement is attached or subsequently identified as a Collateral Account by
the Borrower or Pledgor, either directly or indirectly through the Borrower’s or
Pledgor’s UBS Financial Services Inc. financial advisor, together with all successors
to those identified accounts, irrespective of whether the successor account bears a
different name or account number.






	 	•	 	“Credit Line” has the meaning specified in Section 2(a).




 


 









 






	 	•	 	“Credit Line Account” means each Fixed Rate Account and each Variable Rate
Account of the Borrower that is established by the Bank in connection with this
Agreement and either identified on the Application or subsequently identified as a
Credit Line Account by the Bank by notice to the Borrower, together with all successors
to those identified accounts, irrespective of whether any successor account bears a
different name or account number.






	 	•	 	“Credit Line Obligations” means, at any time of determination, the aggregate of
the outstanding principal amounts of all Advances, together with all accrued but unpaid
interest on the outstanding principal amounts, any and all fees or other charges
payable in connection with the Advances and any costs of collection (including
reasonable attorneys’ fees) and other amounts payable by the Borrower under this
Agreement, and any and all other present or future obligations of the Borrower and the
other respective Loan Parties under this Agreement and the related agreements, whether
absolute or contingent, whether or not due or mature.






	 	•	 	“Event” means any of the events listed in Section 10.






	 	•	 	“Fixed Rate Advance” means any advance made under the Credit Line that accrues
interest at a fixed rate.






	 	•	 	“Guarantor” means any party who guaranties the payment and performance of the
Credit Line Obligations.






	 	•	 	“Guaranty Agreement” means an agreement pursuant to which a Guarantor agrees to
guaranty payment of the Credit Line Obligations.






	 	•	 	“Interest Period” means, for a Fixed Rate Advance, the number of days, weeks or
months requested by the Borrower and confirmed in the Advance Advice relating to the
Fixed Rate Advance, commencing on the date of (i) the extension of the Fixed Rate
Advance or (ii) any renewal of the Fixed Rate Advance and, in each case, ending on the
last day of the period. If the last day is not a Business Day, then the Interest Period
will end on the immediately succeeding Business Day. If the last Business Day would
fall in the next calendar month, the Interest Period will end on the immediately
preceding Business Day. Each monthly or longer Interest Period that commences on the
last Business Day of a calendar month (or on any day for which there is no numerically
corresponding day in the appropriate subsequent calendar month) will end on the last
Business Day of the appropriate calendar month.






	 	•	 	“Joint Borrower” has the meaning specified in Section 7(a).






	 	•	 	“LIBOR” means, as of any date of determination for Variable Rate Advances, the
prevailing London Interbank Offered Rate for deposits in U.S. dollars having a maturity
of 30 days as published in The Wall Street Journal “Money Rates” Table on the date of
the Advance.






	 	•	 	If the rate ceases to be regularly published by The Wall Street Journal, LIBOR
will be determined by the Bank in its sole and absolute discretion. For any day that is
not a Business Day, LIBOR will be the applicable LIBOR in effect immediately prior to
that day.




 


2









 






	 	•	 	“Loan Party” means each Borrower, Guarantor and Pledgor, each in their
respective capacities under this Agreement or any related agreement.






	 	•	 	“Person” means any natural person, company, corporation, firm, partnership,
joint venture, limited liability company or limited liability partnership, association,
organization or any other legal entity.






	 	•	 	“Pledgor” means each Person who pledges to the Bank any Collateral to secure
the Credit Line Obligations (or to secure the obligations of any Guarantor with respect
to the guaranty of the Credit Line Obligations). Pledgors will include (i) each
Borrower who pledges Collateral to secure the Credit Line Obligations, (ii) each
Guarantor who has pledged collateral to secure the Credit Line Obligations or its
obligations under a Guaranty Agreement, (iii) any spouse of a Borrower who executes a
spouse’s pledge and consent agreement with respect to a jointly held collateral
account, (iv) any other joint account holder who executes a joint account holder pledge
and consent agreement with respect to a jointly held collateral account, and (v) any
other Person who executes a pledge agreement with respect to the Credit Line.






	 	•	 	“Premier Credit Line” means any Credit Line with an Approved Amount equal to or
greater than $100,000.






	 	•	 	“Prime Credit Line” means any Credit Line with an Approved Amount less than
$100,000.






	 	•	 	“Prime Rate” means the floating “Prime Rate” as published in The Wall Street
Journal “Money Rates” Table from time to time. The Prime Rate will change as and when
the Prime Rate as published in The Wall Street Journal changes. In the event that The
Wall Street Journal does not publish a Prime Rate, the Prime Rate will be the rate as
determined by the Bank in its sole and absolute discretion.






	 	•	 	“Securities Intermediary” has the meaning specified in Section 9.






	 	•	 	“UBS Bank USA Fixed Funding Rate” means, as of any date of determination for
Fixed Rate Advances, an internally computed rate established from time-to-time by the
Bank, in its sole discretion, based upon the LIBOR swap curve for a corresponding
period as well as the Bank’s assessment of other lending rates charged in the financial
markets.






	 	•	 	“UBS Financial Services Inc.” means UBS Financial Services Inc. and its
successors.






	 	•	 	“UBS-I” means UBS International Inc. and its successors.






	 	•	 	“Variable Rate Advance” means any advance made under the Credit Line that
accrues interest at a variable rate.”




 


3









 






	2)	 	Establishment of Credit Line; Termination






	 	a)	 	Upon the effectiveness of this Agreement, the Bank establishes an UNCOMMITTED,
DEMAND revolving line of credit (the “Credit Line”) in an amount up to the Approved
Amount. The Bank may, from time to time upon request of the Borrower, without
obligation and in its sole and absolute discretion, authorize and make one or more
Advances to the Borrower. The Borrower acknowledges that the Bank has no obligation to
make any Advances to the
Borrower. The Bank may carry each Variable Rate Advance in a Variable Rate Account
and may carry each Fixed Rate Advance in a Fixed Rate Account, but all Advances will
constitute extensions of credit pursuant to a single Credit Line. The Approved
Amount will be determined, and may be adjusted from time to time, by the Bank in its
sole and absolute discretion.






	 	b)	 	THE BORROWER AND EACH OTHER LOAN PARTY UNDERSTAND AND AGREE THAT THE BANK MAY
DEMAND FULL OR PARTIAL PAYMENT OF THE CREDIT LINE OBLIGATIONS, AT ITS SOLE AND ABSOLUTE
DISCRETION AND WITHOUT CAUSE, AT ANY TIME, AND THAT NEITHER FIXED RATE ADVANCES NOR
VARIABLE RATE ADVANCES ARE EXTENDED FOR ANY SPECIFIC TERM OR DURATION.






	 	c)	 	UNLESS DISCLOSED IN WRITING TO THE BANK AT THE TIME OF THE APPLICATION, AND
APPROVED BY THE BANK, THE BORROWER AGREES NOT TO USE THE PROCEEDS OF ANY ADVANCE EITHER
TO PURCHASE, CARRY OR TRADE IN SECURITIES OR TO REPAY ANY DEBT (I) USED TO PURCHASE,
CARRY OR TRADE IN SECURITIES OR (II) TO ANY AFFILIATE OF THE BANK. THE BORROWER WILL BE
DEEMED TO REPEAT THE AGREEMENT IN THIS SECTION 2(C) EACH TIME IT REQUESTS AN ADVANCE.






	 	d)	 	Prior to the first Advance under the Credit Line, the Borrower must sign and
deliver to the Bank a Federal Reserve Form U-1 and all other documentation as the Bank
may require. The Borrower acknowledges that neither the Bank nor any of its affiliates
has advised the Borrower in any manner regarding the purposes for which the Credit Line
will be used.






	 	e)	 	The Borrower consents and agrees that, in connection with establishing the
Credit Line Account, approving any Advances to the Borrower or for any other purpose
associated with the Credit Line, the Bank may obtain a consumer or other credit report
from a credit reporting agency relating to the Borrower’s credit history. Upon request
by the Borrower, the Bank will inform the Borrower: (i) whether or not a consumer or
other credit report was requested; and (ii) if so, the name and address of the consumer
or other credit reporting agency that furnished the report.






	 	f)	 	The Borrower understands that the Bank will, directly or indirectly, pay a
portion of the interest that it receives to the Borrower’s financial advisor at UBS
Financial Services Inc. or one of its affiliates. To the extent permitted by
applicable law, the Bank may also charge the Borrower fees for establishing and
servicing the Credit Line Account.






	 	g)	 	Following each month in which there is activity in the Borrower’s Credit Line
Account in amounts greater than $1, the Borrower will receive an account statement
showing the new balance, the amount of any new Advances, year to date interest charges,
payments and other charges and credits that have been registered or posted to the
Credit Line Account.




 


4









 











	 	h)	 	Each of the Loan Parties understands and agrees that the Bank may, at any time,
in its sole and absolute discretion, terminate and cancel the Credit Line regardless of
whether or not an Event has occurred. In the event the Bank terminates and cancels the
Credit Line the Credit Line Obligations shall be immediately due and payable in full.
If the Credit Line Obligations are not paid in full, the Bank shall have the right, at
its option, to exercise any or all of its remedies described in Section 10 of this
Agreement.






	2)	 	Terms of Advances






	 	a)	 	Advances made under this Agreement will be available to the Borrower in the
form, and pursuant to procedures, as are established from time to time by the Bank in
its sole and absolute discretion. The Borrower and each Loan Party agree to promptly
provide all documents, financial or other information in connection with any Advance as
the Bank may request. Advances will be made by wire transfer of funds to an account as
specified in writing by the Borrower or by any other method agreed upon by the Bank and
the Borrower. The Borrower acknowledges and agrees that the Bank will not make any
Advance to the Borrower unless the collateral maintenance requirements that are
established by the Bank in its sole and absolute discretion have been satisfied.






	 	b)	 	Each Advance made under a Premier Credit Line will be a Variable Rate Advance
unless otherwise designated as a Fixed Rate Advance in an Advance Advice sent by the
Bank to the Borrower. The Bank will not designate any Advance as a Fixed Rate Advance
unless it has been requested to do so by the Borrower (acting directly or indirectly
through the Borrower’s UBS Financial Services Inc. financial advisor or other agent
designated by the Borrower and acceptable to the Bank). Each Advance Advice will be
conclusive and binding upon the Borrower, absent manifest error, unless the Borrower
otherwise notifies the Bank in writing no later than the close of business, New York
time, on the third Business Day after the Advance Advice is received by the Borrower.







	 	c)	 	Each Advance made under a Prime Credit Line will be a Variable
Advance.








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







	 	(i)	 	pay the check drawn by the Borrower if, prior to paying that
check, the Bank makes another Advance to the Borrower, which Advance shall be
in an amount not less than $25,001; or
	 
	 	(ii)	 	pay the check drawn by the Borrower; or
	 
	 	(iii)	 	decline to pay (bounce) the check.






If the Bank elects option (ii), no interest shall accrue on the amount of the
Advance made by paying the check, and the amount of that Advance shall be due and
payable to the Bank immediately (with or without demand by the Bank).


 


5









 






	4)	 	Interest






	 	a)	 	Each Fixed Rate Advance will bear interest at a fixed rate and for the Interest
Period each as specified in the related Advance Advice. The rate of interest payable on
each Fixed Rate Advance will be determined by adding a percentage rate to the UBS Bank
USA Fixed Funding Rate, as of the date that the fixed rate is determined.






	 	b)	 	Each Variable Rate Advance under a Premier Credit Line will bear interest at a
variable rate equal to LIBOR, adjusted daily, plus the percentage rate that (unless
otherwise specified by the Bank in writing) is shown on Schedule I below for the
Approved Amount of the Credit Line. For Premier Credit Lines, the rate of interest
payable on Variable Rate Advances is subject to change without notice in accordance
with fluctuations in LIBOR and in the Approved Amount. On each day that LIBOR changes
or the Approved Amount crosses one of the thresholds that is indicated on Schedule I
(or that is otherwise specified by the Bank in writing), the interest rate on all
Variable Rate Advances will change accordingly.






	 	c)	 	Each Variable Rate Advance under a Prime Credit Line will bear interest at a
variable rate equal to the Prime Rate, adjusted daily, plus the percentage rate that
(unless otherwise specified by the Bank in writing) is shown on the attached Schedule
II and that corresponds to the aggregate principal amount outstanding under the Prime
Credit Line on that day. For Prime Credit Lines, the rate of interest payable on
Variable Rate Advances is subject to change without notice in accordance with
fluctuations in the Prime Rate and in the aggregate amount outstanding under the Prime
Credit Line. On each date that the Prime Rate changes or the aggregate principal amount
outstanding under the Prime Credit Line crosses one of the thresholds that is indicated
on Schedule II (or that is otherwise specified by the Bank in writing), the interest
rate on all Variable Rate Advances will change accordingly.






	5)	 	Payments






	 	a)	 	Each Fixed Rate Advance will be due and payable in full ON DEMAND or, if not
earlier demanded by the Bank, on the last day of the applicable Interest Period. Any
Fixed Rate Advance as to which the Bank has not made a demand for payment and that is
not paid in full or renewed, which renewal is in the sole and absolute discretion of
the Bank, (pursuant to procedures as may be established by the Bank) as another Fixed
Rate Advance on or before the last day of its Interest Period, will be automatically
renewed on that date as a U.S. dollar denominated, Variable Rate Advance in an amount
(based, in the case of any
conversion of a non-U.S. dollar denominated Fixed Rate Advance, upon the applicable,
spot currency exchange rate as of the maturity date, as determined by the Bank)
equal to the unpaid principal balance of the Fixed Rate Advance plus any accrued but
unpaid interest on the Fixed Rate Advance, which Variable Rate Advance will then
accrue additional interest at a variable rate as provided in this Agreement.




 


6









 






	 	b)	 	Each Variable Rate Advance will be due and payable ON DEMAND.






	 	c)	 	The Borrower promises to pay the outstanding principal amount of each Advance,
together with all accrued but unpaid interest on each Advance, any and all fees or
other charges payable in connection with each Advance, on the date the principal amount
becomes due (whether by reason of demand, the occurrence of a stated maturity date, by
reason of acceleration or otherwise). The Borrower further promises to pay interest in
respect of the unpaid principal balance of each Advance from the date the Advance is
made until it is paid in full. All interest will be computed on the basis of the number
of days elapsed and a 360-day year. Interest on each Advance will be payable in arrears
as follows:






	 	(i)	 	for Fixed Rate Advances — on the last day of the Interest
Period (or if the Interest Period is longer than three months, on the last day
of each three month period following the date of the Advance) and on each date
that all or any portion of the principal amount of the Fixed Rate Advance
becomes due or is paid; and
	 
	 	(ii)	 	for Variable Rate Advances — on the twenty-second day of each
month other than December, and on the thirty-first day of December, and on each
date that all or any portion of the principal amount of the Variable Rate
Advance becomes due or is paid.






To the extent permitted by law, and without limiting any of the Bank’s other rights
and remedies under the Agreement, interest charges on any Advance that are not paid
when due will be treated as principal and will accrue interest at a variable rate
from the date the payment of interest was due until it is repaid in full.




	 	d)	 	All payments of principal, interest or other amounts payable under this
Agreement will be made in immediately available funds and in the same currency in which
the Advance was made, which unless otherwise agreed by the Bank, will be U.S. dollars.
UBS Financial Services Inc. or UBS International Inc., as applicable, may act as
collecting and servicing agent for the Bank for the Advances. All payments will be made
by wire transfer of funds to an account specified by the Bank or by another method
agreed upon by the Bank and the Borrower. Upon receipt of all payments, the Bank will
credit the same to the Credit Line Account. The Bank shall apply the proceeds of any
payments in the following order; first to any Breakage Costs, Breakage Fee, other fees,
costs of collection and expenses, second to the outstanding principal amount of the
related Advance and third to accrued interest.




 


7









 











	 	e)	 	All payments must be made to the Bank free and clear of any and all present and
future taxes (including withholding taxes), levies, imposts, duties, deductions, fees,
liabilities and similar charges other than those imposed on the overall net income of
the Bank. If so requested by the Bank, the Borrower will deliver to the Bank the
original or a certified copy of each receipt evidencing payment of any taxes or, if no
taxes are payable in respect of any payment under this Agreement, a certificate from
each appropriate taxing authority, or an opinion of counsel in form and substance and
from counsel acceptable to the Bank in its sole and absolute discretion, in either case
stating that the payment is exempt from or not subject to taxes. If any taxes or other
charges are required to be withheld or deducted from any amount payable by the Borrower
under this Agreement, the amount payable will be increased to the amount which, after
deduction from the increased amount of all taxes and other charges required to be
withheld or deducted from the amount payable, will yield to the Bank the amount stated
to be payable under this Agreement. If any of the taxes or charges are paid by the
Bank, the Borrower will reimburse the Bank on demand for the payments, together with
all interest and penalties that may be imposed by any governmental agency. None of the
Bank, UBS Financial Services Inc., UBS-I or their respective employees has provided or
will provide legal advice to the Borrower or any Loan Party regarding compliance with
(or the implications of the Credit Line and the related guaranties and pledges under)
the laws (including tax laws) of the jurisdiction of the Borrower or any Loan Party or
any other jurisdiction. The Borrower and each Loan Party are and shall be solely
responsible for, and the Bank shall have no responsibility for, the compliance by the
Loan Parties with any and all reporting and other requirements arising under any
applicable laws.






	 	f)	 	In no event will the total interest and fees, if any, charged under this
Agreement exceed the maximum interest rate or total fees permitted by law. In the event
any excess interest or fees are collected, the same will be refunded or credited to the
Borrower. If the amount of interest payable by the Borrower for any period is reduced
pursuant to this Section 5(f), the amount of interest payable for each succeeding
period will be increased to the maximum rate permitted by law until the amount of the
reduction has been received by the Bank.






	6)	 	Prepayments; Breakage Charges






	 	a)	 	The Borrower may repay any Variable Rate Advance at any time, in whole or in
part, without penalty.






	 	b)	 	The Borrower may repay any Fixed Rate Advance, in whole or in part. The
Borrower agrees to reimburse the Bank, immediately upon demand, for any loss or cost
(“Breakage Costs”) that the Bank notifies the Borrower has been incurred by the Bank as
a result of (i) any payment of the principal of a Fixed Rate Advance before the
expiration of the Interest Period for the Fixed Rate Advance (whether voluntarily, as a
result of acceleration, demand or otherwise), or (ii) the Customer’s failure to take
any Fixed Rate Advance on the date agreed upon, including any loss or cost (including
loss of profit or margin) connected with the
Bank’s re-employment of the amount so prepaid or of those funds acquired by the Bank
to fund the Advance not taken on the agreed upon date.




 


8









 






Breakage Costs will be calculated by determining the differential between the stated
rate of interest (as determined in accordance with Section 4(a) of the Agreement)
for the Fixed Rate Advance and prevailing UBS Bank USA Fixed Funding Rate and
multiplying the differential by the sum of the outstanding principal amount of the
Fixed Rate Advance (or the principal amount of Fixed Rate Advance not taken by the
Borrower) multiplied by the actual number of days remaining in the Interest Period
for the Fixed Rate Advance (based upon a 360-day year). The Borrower also agrees to
promptly pay to the Bank an administrative fee (“Breakage Fee”) in connection with
any permitted or required prepayment. The Breakage Fee will be calculated by
multiplying the outstanding principal amount of the Fixed Rate Advance (or the
principal amount of Fixed Rate Advance not taken by the Borrower) by two basis
points (0.02%) (with a minimum Breakage Fee of $100.00). Any written notice from the
Bank as to the amount of the loss or cost will be conclusive absent manifest error.




	7)	 	Joint Credit Line Account Agreement; Suspension and Cancellation






	 	a)	 	If more than one Person is signing this Agreement as the “Borrower”, each party
(a “Joint Borrower”) will be jointly and severally liable for the Credit Line
Obligations, regardless of any change in business relations, divorce, legal separation,
or other legal proceedings or in any agreement that may affect liabilities between the
parties. Except as provided below for the reinstatement of a suspended or cancelled
Credit Line, and unless otherwise agreed by the Bank in writing, the Bank may rely on,
and each Joint Borrower will be responsible for, requests for Advances, directions,
instructions and other information provided to the Bank by any Joint Borrower.






	 	b)	 	Any Joint Borrower may request the Bank to suspend or cancel the Credit Line by
sending the Bank a written notice of the request addressed to the Bank at the address
shown on the Borrower’s periodic Credit Line Account statements. Any notice will become
effective three Business Days after the date that the Bank receives it, and each Joint
Borrower will continue to be responsible for paying: (i) the Credit Line Obligations as
of the effective date of the notice, and (ii) all Advances that any Joint Borrower has
requested but that have not yet become part of the Credit Line Obligations as of the
effective date of the notice. No notice will release or in any other way affect the
Bank’s interest in the Collateral. All subsequent requests to reinstate credit
privileges must be signed by all Joint Borrowers comprising the Borrower, including the
Joint Borrower requesting the suspension of credit privileges. Any reinstatement will
be granted or denied in the sole and absolute discretion of the Bank.






	 	c)	 	All Credit Line Obligations will become immediately due and payable in full as
of the effective date of any suspension or cancellation of the Credit Line. The
borrower will be responsible for the payment of all charges incurred on the
Advances after the effective date. The Bank will not release any Loan Party from any
of the obligations under this Agreement or any related agreement until the Credit
Line Obligations have been paid in full and this Agreement has been terminated.




 


9









 






	8)	 	Collateral; Grant of Security Interest; Set-off






	 	a)	 	To secure payment or performance of the Credit Line Obligations, the Borrower
assigns, transfers and pledges to the Bank, and grants to the Bank a first priority
lien and security interest in the following assets and rights of the Borrower, wherever
located and whether owned now or acquired or arising in the future: (i) each Collateral
Account; (ii) any and all money, credit balances, certificated and uncertificated
securities, security entitlements, commodity contracts, certificates of deposit,
instruments, documents, partnership interests, general intangibles, financial assets
and other investment property now or in the future credited to or carried, held or
maintained in any Collateral Account; (iii) any and all over-the-counter options,
futures, foreign exchange, swap or similar contracts between the Borrower and either
UBS Financial Services Inc. or any of its affiliates; (iv) any and all accounts of the
Borrower at the Bank or any of its affiliates; (v) any and all supporting obligations
and other rights ancillary or attributable to, or arising in any way in connection
with, any of the foregoing; and (vi) any and all interest, dividends, distributions and
other proceeds of any of the foregoing, including proceeds of proceeds (collectively,
the “Collateral”).






	 	b)	 	The Borrower and if applicable, any Pledgor on the Collateral Account, will
take all actions reasonably requested by the Bank to evidence, maintain and perfect the
Bank’s first priority security interest in, and to enable the Bank to obtain control
over, the Collateral and any additional collateral pledged by the Pledgors, including
but not limited to making, executing, recording and delivering to the Bank (and
authorizes the Bank to file, without the signature of the Borrower and any Pledgor
where permitted by applicable law) financing statements and amendments thereto, control
agreements, notices, assignments, listings, powers, consents and other documents
regarding the Collateral and the Bank’s security interest in the Collateral in such
jurisdiction and in a form as the Bank reasonably may require. Each Loan Party
irrevocably authorizes and appoints each of the Bank and UBS Financial Services Inc.,
as collateral agent, to act as their agent and attorney-in-fact to file any documents
or to execute any documents in their name, with or without designation of authority.
Each Loan Party acknowledges that it will be obligated in respect of the documentation
as if it had executed the documentation itself.






	 	c)	 	The Borrower (and, if applicable, any other Pledgor on the Collateral Account)
agrees to maintain in a Collateral Account, at all times, Collateral having an
aggregate lending value as specified by the Bank from time to time.




 


10









 






	 	d)	 	The Bank’s sole duty for the custody, safe keeping and physical preservation of
any Collateral in its possession will be to deal with the Collateral in the same
manner as the Bank deals with similar property for its own account. The Borrower
(and, if applicable, any other Pledgor on the Collateral Account) agrees that the
Bank will have no responsibility to act on any notice of corporate actions or events
provided to holders of securities or other investment property included in the
Collateral. The Borrower (and, if applicable, any other Pledgor on the Collateral
Account) agrees to (i) notify the Bank promptly upon receipt of any communication to
holders of the investment property disclosing or proposing any stock split, stock
dividend, extraordinary cash dividend, spin-off or other corporate action or event
as a result of which the Borrower or Pledgor would receive securities, cash (other
than ordinary cash dividends) or other assets in respect of the investment property,
and (ii) immediately upon receipt by the Borrower or Pledgor of any of these assets,
cause them to be credited to a Collateral Account or deliver them to or as directed
by the Bank as additional Collateral.






	 	e)	 	The Borrower (and, if applicable, any other Pledgor on the Collateral Account)
agrees that all principal, interest, dividends, distributions, premiums or other income
and other payments received by the Bank or credited to the Collateral Account in
respect of any Collateral may be held by the Bank as additional Collateral or applied
by the Bank to the Credit Line Obligations. The Bank may create a security interest in
any of the Collateral and may, at any time and at its option, transfer any securities
or other investment property constituting Collateral to a securities account maintained
in its name or cause any Collateral Account to be redesignated or renamed in the name
of the Bank.






	 	f)	 	The Borrower (and, if applicable, any other Pledgor on the Collateral Account)
agrees that if a Collateral Account has margin features, the margin features will be
removed by UBS Financial Services Inc. or UBS International Inc., as applicable, so
long as there is no outstanding margin debit in the Collateral Account.






	 	g)	 	If the Collateral Account permits cash withdrawals in the form of check
writing, access card charges, bill payment and/or electronic funds transfer services
(for example, Resource Management Account®, Business Services Account BSA®, certain
Basic Investment Accounts and certain accounts enrolled in UBS Financial Services Inc.
Investment Consulting Services programs), the Borrower (and, if applicable, any other
Pledgor on the Collateral Account) agrees that the “Withdrawal Limit” for the
Collateral Account, as described in the documentation governing the account will be
reduced on an ongoing basis so that the aggregate lending value of the Collateral
remaining in the Collateral Account following the withdrawal may not be less than the
amount required pursuant to Section 8(c).




 


11









 











	 	h)	 	In addition to the Bank’s security interest, the Borrower (and, if applicable,
any other Pledgor on the Collateral Account) agrees that the Bank will at all times
have a right to set off any or all of the Credit Line Obligations at or after the time
at which they become due, whether upon demand, at a stated maturity date, by
acceleration or otherwise, against all securities, cash, deposits or other property in
the possession of or at any time in any account maintained with the Bank or any
of its affiliates by or for the benefit of the Borrower, whether carried
individually or jointly with others. This right is in addition to, and not in
limitation of, any right the Bank may have at law or otherwise.






	 	i)	 	The Bank reserves the right to disapprove any Collateral and to require the
Borrower at any time to deposit into the Borrower’s Collateral Account additional
Collateral in the amount as the Bank requests or to substitute new or additional
Collateral for any Collateral that has previously been deposited in the Collateral
Account.






	9)	 	Control






For the purpose of giving the Bank control over each Collateral Account and in order to
perfect the Bank’s security interests in the Collateral, the Borrower and each Pledgor on
the applicable Collateral Account consents to compliance by UBS Financial Services Inc.,
UBS-I or any other securities intermediary (in any case, the “Securities Intermediary”)
maintaining a Collateral Account with entitlement orders and instructions from the Bank (or
from any assignee or successor of the Bank) regarding the Collateral Account and any
financial assets or other property held therein without the further consent of the Borrower
or any other Pledgor on the applicable Collateral Account. Without limiting the foregoing,
the Borrower and each Pledgor on the Collateral Account acknowledges, consents and agrees
that, pursuant to a control agreement entered into between the Bank and the Securities
Intermediary:




	 	a)	 	The Securities Intermediary will comply with entitlement orders originated by
the Bank regarding any Collateral Account without further consent from the Borrower or
any Pledgor. The Securities Intermediary will treat all assets credited to a Collateral
Account, including money and credit balances, as financial assets for purposes of
Article 8 of the Uniform Commercial Code.






	 	b)	 	In order to enable the Borrower and any Pledgor on the applicable Collateral
Account to trade financial assets that are from time to time credited to a Collateral
Account, the Securities Intermediary may comply with entitlement orders originated by
the Borrower or any Pledgor on the applicable Collateral Account (or if so agreed by
the Bank, by an investment adviser designated by the Borrower or any Pledgor on the
applicable Collateral Account and acceptable to the Bank and the Securities
Intermediary) regarding the Collateral Account, but only until the time that the Bank
notifies the Securities Intermediary, that the Bank is asserting exclusive control over
the Collateral Account. After the Securities Intermediary has received a notice of
exclusive control and has had a reasonable opportunity to comply, it will no longer
comply with entitlement orders originated by the Borrower or any Pledgor (or by any
investment adviser designated by the Borrower or any Pledgor) concerning the Collateral
Account. Notwithstanding the foregoing, however, and irrespective of whether it has
received any notice of exclusive control, the Securities Intermediary will not comply
with any entitlement order originated by the Borrower or any Pledgor (or by any
investment adviser designated by the Borrower or any Pledgor) to withdraw any
financial assets from a Collateral Account or to pay any money, free credit balance
or other amount owing on a Collateral Account (other than cash withdrawals and
payments not exceeding the “Withdrawal Limit” as contemplated in Section 8 (g))
without the prior consent of the Bank.




 


12









 






	10)	 	Remedies






	 	a)	 	If any of the following events (each, an “Event”) occurs:






	 	(i)	 	the Borrower fails to pay any amount due under this Agreement;






	 	(ii)	 	the Borrower and/or any other relevant Loan Party fails to
maintain sufficient Collateral in a Collateral Account as required by the Bank
or any Guarantor fails to maintain collateral as required by the Bank under its
Guaranty Agreement;






	 	(iii)	 	the Borrower or any other Loan Party breaches or fails to
perform any other covenant, agreement, term or condition that is applicable to
it under this Agreement or any related agreement, or any representation or
other statement of the Borrower (or any Loan Party) in this Agreement or in any
related agreement is incorrect in any material respect when made or deemed
made;






	 	(iv)	 	the Borrower or any other Loan Party dies or is declared (by
appropriate authority) incompetent or of unsound mind or is indicted or
convicted of any crime or, if not an individual, ceases to exist;






	 	(v)	 	any voluntary or involuntary proceeding for bankruptcy,
reorganization, dissolution or liquidation or similar action is commenced by or
against the Borrower or any other Loan Party, or a trustee in bankruptcy,
receiver, conservator or rehabilitator is appointed, or an assignment for the
benefit of creditors is made, with respect to the Borrower or any other Loan
Party or its property;






	 	(vi)	 	the Borrower or any Loan Party is insolvent, unable to pay its
debts as they fall due, stops, suspends or threatens to stop or suspend payment
of all or a material part of its debts, begins negotiations or takes any
proceeding or other step with a view to readjustment, rescheduling or deferral
of all or any part of its indebtedness, which it would or might otherwise be
unable to pay when due, or proposes or makes a general assignment or an
arrangement or composition with or for the benefit of its creditors;






	 	(vii)	 	a Collateral Account (or any account in which collateral
provided by a Loan Party is maintained) or any portion thereof is terminated,
attached or subjected to a levy;




 


13









 











	 	(viii)	 	the Borrower or any Loan Party fails to provide promptly all financial and
other information as the Bank may request from time to time;






	 	(ix)	 	any indebtedness of the Borrower or any other Loan Party in
respect of borrowed money (including indebtedness guarantied by the Borrower or
any other Loan Party) or in respect of any swap, forward, cap, floor, collar,
option or other derivative transaction, repurchase or similar transaction or
any combination of these transactions is not paid when due, or any event or
condition causes the indebtedness to become, or permits the holder to declare
the indebtedness to be, due and payable prior to its stated maturity;






	 	(x)	 	final judgment for the payment of money is rendered against
Borrower (or any Loan Party) and, within thirty days from the entry of
judgment, has not been discharged or stayed pending appeal or has not been
discharged within thirty days from the entry of a final order of affirmance on
appeal;






	 	(xi)	 	any legal proceeding is instituted or any other event occurs or
condition exists that in the Bank’s judgment calls into question (A) the
validity or binding effect of this Agreement or any related agreement or any of
the Borrower’s (or any other Loan Party’s) obligations under this Agreement or
under any related agreement or (B) the ability of the Borrower (or any Loan
Party) to perform its obligations under this Agreement, or under any related
agreement; or






	 	(xii)	 	the Bank otherwise deems itself or its security interest in
the Collateral insecure or the Bank believes in good faith that the prospect of
payment or other performance by any Loan Party is impaired.






then, the Credit Line Obligations will become immediately due and payable (without demand)
and the Bank may, in its sole and absolute discretion, liquidate, withdraw or sell all or
any part of the Collateral and apply the same, as well as the proceeds of any liquidation or
sale, to any amounts owed to the Bank, including any applicable Breakage Costs and Breakage
Fee. The Bank will not be liable to any Loan Party in any way for any adverse consequences
(for tax effect or otherwise) resulting from the liquidation of appreciated Collateral.
Without limiting the generality of the foregoing, the sale may be made in the Bank’s sole
and absolute discretion by public sale on any exchange or market where business is then
usually transacted or by private sale, and the Bank may be the purchaser at any public or
private sale. Any Collateral that may decline speedily in value or that customarily is sold
on a recognized exchange or market may be sold without providing any Loan Party with prior
notice of the sale. Each Loan Party agrees that, for all other Collateral, two calendar days
notice to the Loan Party, sent to its last address shown in the Bank’s account records, will
be deemed reasonable notice of the time and place of any public sale or time after which any
private sale or other disposition of the Collateral may occur. Any amounts due and not paid
on any Advance following an Event will bear interest from the day following the Event until
fully paid at a rate per annum equal to the interest rate applicable to the Advance
immediately prior to the Event plus
2.00%. In addition to the Bank’s rights under this Agreement, the Bank will have the right
to exercise any one or more of the rights and remedies of a secured creditor under the Utah
Uniform Commercial Code, as then in effect, or under any other applicable law.


 


14









 






	 	b)	 	Nothing contained in this Section 10 will limit the right of the Bank to demand
full or partial payment of the Credit Line Obligations, in its sole and absolute
discretion and without cause, at any time, whether or not an Event has occurred and is
continuing.






	 	c)	 	All rights and remedies of the Bank under this Agreement are cumulative and are
in addition to all other rights and remedies that the Bank may have at law or equity or
under any other contract or other writing for the enforcement of the security interest
herein or the collection of any amount due under this Agreement.






	 	d)	 	Any non-exercise of rights, remedies and powers by the Bank under this
Agreement and the other documents delivered in connection with this Agreement shall not
be construed as a waiver of any rights, remedies and powers. The Bank fully reserves
its rights to invoke any of its rights, remedies and powers at any time it may deem
appropriate.






	11)	 	Representations, Warranties and Covenants by the Loan Parties






Each Borrower and each other Loan Party (if applicable) makes the following representations,
warranties and covenants (and each Borrower will be deemed to have repeated each
representation and warranty each time a Borrower requests an Advance) to the Bank:




	 	a)	 	Except for the Bank’s rights under this Agreement and the rights of the
Securities Intermediary under any account agreement, the Borrower and each relevant
Pledgor owns the Collateral, free of any interest, lien or security interest in favor
of any third party and free of any impediment to transfer;






	 	b)	 	Each Loan Party: (i) if a natural Person, is of the age of majority; (ii) is
authorized to execute and deliver this Agreement and to perform its obligations under
this Agreement and any related agreement; (iii) is not an employee benefit plan, as
that term is defined by the Employee Retirement Income Security Act of 1974, or an
Individual Retirement Credit Line Account (and none of the Collateral is an asset of a
plan or account); and (iv) unless the Loan Party advises the Bank to the contrary, in
writing, and provides the Bank with a letter of approval, where required, from its
employer, is not an employee or member of any exchange or of any corporation or firm
engaged in the business of dealing, either as a broker or as principal, in securities,
bills of exchange, acceptances or other forms of commercial paper;






	 	c)	 	Neither the Borrower nor any Pledgor on the Collateral Account has pledged or
will pledge the Collateral or grant a security interest in the Collateral to any party
other than the Bank or the Securities Intermediary, or has permitted or will permit
the Collateral to become subject to any liens or encumbrances (other than those of
the Bank and the Securities Intermediary), during the term of this Agreement;




 


15









 






	 	d)	 	No Loan Party is in default under any material contract, judgment, decree or
order to which it is a party or by which it or its properties may be bound;






	 	e)	 	Each Loan Party has duly filed all tax and information returns required to be
filed and has paid all taxes, fees, assessments and other governmental charges or
levies that have become due and payable, except to the extent such taxes or other
charges are being contested in good faith and are adequately reserved against in
accordance with GAAP.






	 	f)	 	The Borrower and each relevant Pledgor (i) is and at all times will continue to
be the legal and beneficial owner of all assets held in or credited to any Collateral
Account or otherwise included in the Collateral, and (ii) does not hold any assets held
in or credited to any Collateral Account or otherwise included in the Collateral in
trust or subject to any contractual or other restrictions on use that would prevent the
use of such assets to (a) repay the Bank or (b) be pledged as Collateral in favor of
the Bank.
	 
	 	 	 	The provisions of this Section 11 will survive the termination of this Agreement or
any related agreement and the repayment of the Credit Line Obligations.






	12)	 	Indemnification; Limitation on Liability of the Bank and the Securities Intermediary






Borrower agrees to indemnify and hold harmless the Bank and the Securities Intermediary,
their affiliates and their respective directors, officers, agents and employees against any
and all claims, causes of action, liabilities, lawsuits, demands and damages, for example,
any and all court costs and reasonable attorneys fees, in any way relating to or arising out
of or in connection with this Agreement, except to the extent caused by the Bank’s or
Securities Intermediary’s breach of its obligations under this Agreement. Neither the Bank
nor the Securities Intermediary will be liable to any party for any consequential damages
arising out of any act or omission by either of them with respect to this Agreement or any
Advance or Collateral Account. The provisions of this Section 12 will survive the
termination of this Agreement or any related agreement and the repayment of the Credit Line
Obligations.




	13)	 	Acceptance of Application and Agreement; Applicable Law






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


 


16









 






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




	14)	 	Assignment






This Agreement may not be assigned by the Borrower without the prior written consent of the
Bank. This Agreement will be binding upon and inure to the benefit of the heirs, successors
and permitted assigns of the Borrower. The Bank may assign this Agreement, and this
Agreement will inure to the benefit of the Bank’s successors and assigns.




	15)	 	Amendment






This Agreement may be amended only by the Bank, including, but not limited to, (i) the
addition or deletion of any provision of this Agreement and (ii) the amendment of the (x)
“Spread Over LIBOR/UBS Bank USA Fixed Funding Rate” in Schedule I or (y) “Spread Over Prime”
in Schedule II to this Agreement, at any time by sending written notice, signed by an
authorized officer of the Bank, of an amendment to the Borrower. The amendment shall be
effective as of the date established by the Bank. This Agreement may not be amended orally.
The Borrower or the Bank may waive compliance with any provision of this Agreement, but any
waiver must be in writing and will not be deemed to be a waiver of any other provision of
this Agreement. The provisions of this Agreement constitute the entire agreement between the
Bank and the Borrower with respect to the subject matter hereof and supersede all prior or
contemporaneous agreements, proposals, understandings and representations, written or oral,
between the parties with respect to the subject matter hereof.




	16)	 	Severability






If any provision of this Agreement is held to be invalid, illegal, void or unenforceable, by
reason of any law, rule, administrative order or judicial or arbitral decision, the
determination will not affect the validity of the remaining provisions of this Agreement.


 


17









 






	17)	 	Choice of Forum; Waiver of Jury Trial






	 	a)	 	ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY JUDGMENT ENTERED BY ANY COURT
REGARDING THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL BE
BROUGHT AND MAINTAINED EXCLUSIVELY IN THE THIRD JUDICIAL DISTRICT COURT FOR THE STATE
OF UTAH OR IN THE UNITED STATES DISTRICT COURT FOR THE STATE OF UTAH. EACH OF THE LOAN
PARTIES IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE THIRD JUDICIAL
DISTRICT COURT FOR THE STATE OF UTAH AND OF THE UNITED STATES DISTRICT COURT FOR THE
STATE OF UTAH FOR THE PURPOSE OF ANY SUCH ACTION OR PROCEEDING AS SET FORTH ABOVE AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH
ACTION OR PROCEEDING. EACH OF THE LOAN PARTIES IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE NOW OR IN THE FUTURE TO THE
LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.






	 	b)	 	EACH OF THE LOAN PARTIES (FOR ITSELF, ANYONE CLAIMING THROUGH IT OR IN ITS
NAME, AND ON BEHALF OF ITS EQUITY HOLDERS) IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY REGARDING ANY CLAIM BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.






	 	c)	 	Any arbitration proceeding between the Borrower (or any other Loan Party) and
the Securities Intermediary, regardless of whether or not based on circumstances
related to any court proceedings between the Bank and the Borrower (or the other Loan
Party), will not provide a basis for any stay of the court proceedings.






	 	d)	 	Nothing in this Section 17 will be deemed to alter any agreement to arbitrate
any controversies which may arise between the Borrower (or any other Loan Party) and
UBS Financial Services Inc. or its predecessors, and any claims between the Borrower or
the Loan Party, as applicable, and UBS Financial Services Inc. or its employees
(whether or not they have acted as agents of the Bank) will be arbitrated as provided
in any agreement between the Borrower or the Loan Party, as applicable, and UBS
Financial Services Inc.




 


18









 











	18)	 	State Specific Provisions and Disclosures






	 	a)	 	For residents of Ohio:






The Ohio laws against discrimination require that all creditors make credit equally
available to all creditworthy customers, and that credit reporting agencies maintain
separate credit histories on each individual upon request. The Ohio civil rights
commission administers compliance with this law.




	 	b)	 	For residents of Oregon:






NOTICE TO BORROWER: DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT. THIS AGREEMENT
PROVIDES FOR THE PAYMENT OF A PENALTY IF YOU WISH TO REPAY A FIXED RATE ADVANCE
PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THE AGREEMENT.




	 	c)	 	For residents of Vermont:






NOTICE TO BORROWER: THE ADVANCES MADE UNDER THIS AGREEMENT ARE DEMAND LOANS AND SO
MAY BE COLLECTED BY THE LENDER AT ANY TIME. A NEW LOAN MUTUALLY AGREED UPON AND
SUBSEQUENTLY ISSUED MAY CARRY A HIGHER OR LOWER RATE OF INTEREST.




NOTICE TO JOINT BORROWER: YOUR SIGNATURE ON THE AGREEMENT MEANS THAT YOU ARE EQUALLY
LIABLE FOR REPAYMENT OF THIS LOAN. IF THE BORROWER DOES NOT PAY, THE LENDER HAS A
LEGAL RIGHT TO COLLECT FROM YOU.




	 	d)	 	For residents of California:






	 	(i)	 	Any person, whether married, unmarried, or separated, may apply
for separate credit.






	 	(ii)	 	As required by law, you are notified that a negative credit
report reflecting on your credit record may be submitted to a credit reporting
agency if you fail to fulfill the terms of your credit obligations.






	 	(iii)	 	The Borrower will notify the Bank, within a reasonable time,
of any change in the Borrower’s name, address, or employment.






	 	(iv)	 	The Borrower will not attempt to obtain any Advance if the
Borrower knows that the Borrower’s credit privileges under the Credit Line have
been terminated or suspended.






	 	(v)	 	The Borrower will notify the Bank by telephone, telegraph,
letter, or any other reasonable means that an unauthorized use of the Credit
Line has occurred or may occur as the result of the loss or theft of a credit
card or other instrument identifying the Credit Line, within a reasonable time
after the Borrower’s discovery of the loss or theft, and
will reasonably assist the Bank in determining the facts and circumstances
relating to any unauthorized use of the Credit Line.




 


19









 











	19)	 	Account Agreement






Each Loan Party acknowledges and agrees that this Agreement supplements their account
agreement(s) with the Securities Intermediary relating to the Collateral Account and, if
applicable, any related account management agreement(s) between the Loan Party and the
Securities Intermediary. In the event of a conflict between the terms of this Agreement and
any other agreement between the Loan Party and the Securities Intermediary, the terms of
this Agreement will prevail.




	20)	 	Notices






Unless otherwise required by law, all notices to a Loan Party may be oral or in writing, in
the Bank’s discretion, and if in writing, delivered or mailed by the United States mail, or
by overnight carrier or by telecopy to the address of the Loan Party shown on the records of
the Bank. Each Loan Party agrees to send notices to the Bank, in writing, at such address as
provided by the Bank from time to time.


 


20









 





Schedule I to UBS Bank USA Credit Line Agreement




Schedule of Percentage Spreads Over LIBOR or the UBS Bank USA Fixed




Funding Rate, as applicable




	 	 	 	 	 
	 	 	Spread Over LIBOR/UBS Bank USA Fixed	 
	Aggregate Approved Amount	 	Funding Rate	 
	$100,000 to $249,000
	 	 	5.00	%
	$250,000 to $499,999
	 	 	3.00	%
	$500,000 to $999,999
	 	 	2.00	%
	$1,000,000 to $2,499,999
	 	 	1.75	%
	$2,500,000 to $4,999,999
	 	 	1.50	%
	$5,000,000 and over
	 	 	1.25	%






Schedule II to UBS Bank USA Credit Line Agreement




Schedule of Percentage Spreads Over Prime




	 	 	 	 	 
	Outstanding Amount under Credit Line	 	Spread Over Prime	 
	$0 to $49,999
	 	 	3.50	%
	$50,000 to $99,999
	 	 	3.00	%






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




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



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



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



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


 


21









 





AVISO PARA EL FIADOR (Spanish Translation Required by Law)




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



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



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



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





 


22